Cover
Cover - shares | 6 Months Ended | |
Jul. 31, 2021 | Sep. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --01-31 | |
Entity File Number | 000-28132 | |
Entity Registrant Name | STREAMLINE HEALTH SOLUTIONS, INC. | |
Entity Central Index Key | 0001008586 | |
Entity Tax Identification Number | 31-1455414 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11800 Amber Park Drive | |
Entity Address, Address Line Two | Suite 125 | |
Entity Address, City or Town | Alpharetta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30009 | |
City Area Code | (888) | |
Local Phone Number | 997-8732 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | STRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,726,263 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 15,847,000 | $ 2,409,000 |
Accounts receivable, net of allowance for doubtful accounts of $64,000 and $65,000, respectively | 2,625,000 | 2,929,000 |
Contract receivables | 236,000 | 174,000 |
Assets held in escrow | 800,000 | |
Prepaid and other current assets | 788,000 | 416,000 |
Current assets of discontinued operations | 181,000 | 587,000 |
Total current assets | 19,677,000 | 7,315,000 |
Non-current assets: | ||
Property and equipment, net of accumulated depreciation of $167,000 and $452,000, respectively | 76,000 | 104,000 |
Right-of use asset for operating lease | 306,000 | 391,000 |
Capitalized software development costs, net of accumulated amortization of $4,491,000 and $3,507,000, respectively | 5,667,000 | 5,945,000 |
Intangible assets, net of accumulated amortization of $5,004,000 and $4,773,000, respectively | 393,000 | 624,000 |
Goodwill | 10,712,000 | 10,712,000 |
Other | 1,003,000 | 873,000 |
Long-term assets of discontinued operations | 3,000 | 13,000 |
Total non-current assets | 18,160,000 | 18,662,000 |
Total assets | 37,837,000 | 25,977,000 |
Current liabilities: | ||
Accounts payable | 363,000 | 272,000 |
Accrued expenses | 1,324,000 | 908,000 |
Current portion of term loan, less deferred financing cost | 1,534,000 | |
Deferred revenue | 4,474,000 | 3,862,000 |
Current portion of operating lease obligation | 201,000 | 198,000 |
Current liabilities of discontinued operations | 283,000 | 595,000 |
Total current liabilities | 6,645,000 | 7,369,000 |
Non-current liabilities: | ||
Term loan, less current portion | 767,000 | |
Deferred revenue, less current portion | 163,000 | 130,000 |
Operating lease obligation, less current portion | 129,000 | 222,000 |
Total non-current liabilities | 292,000 | 1,119,000 |
Total liabilities | 6,937,000 | 8,488,000 |
Stockholders’ equity: | ||
Common stock, $.01 par value per share, 65,000,000 shares authorized; 42,355,876 and 31,597,975 shares issued and outstanding, respectively | 424,000 | 316,000 |
Additional paid in capital | 111,795,000 | 96,290,000 |
Accumulated deficit | (81,319,000) | (79,117,000) |
Total stockholders’ equity | 30,900,000 | 17,489,000 |
Total liabilities and stockholders' equity | $ 37,837,000 | $ 25,977,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 64,000 | $ 65,000 |
Accumulated amortization, Property and equipment | 167,000 | 452,000 |
Accumulated amortization, capitalized software development costs | 4,491,000 | 3,507,000 |
Accumulated amortization, intangible assets | $ 5,004,000 | $ 4,773,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 42,355,876 | 31,597,975 |
Common stock, shares outstanding | 42,355,876 | 31,597,975 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Revenue: | |||||
Total revenue | $ 2,868,000 | $ 2,887,000 | $ 5,819,000 | $ 5,731,000 | |
Operating expenses: | |||||
Cost of software licenses | 143,000 | 125,000 | 279,000 | 202,000 | |
Cost of professional services | 261,000 | 269,000 | 475,000 | 510,000 | |
Cost of audit services | 376,000 | 373,000 | 765,000 | 733,000 | |
Cost of maintenance and support | 80,000 | 182,000 | 166,000 | 368,000 | |
Cost of software as a service | 578,000 | 403,000 | 1,188,000 | 808,000 | |
Selling, general and administrative expense | 2,515,000 | 2,284,000 | 5,068,000 | 4,576,000 | |
Research and development | 964,000 | 509,000 | 1,941,000 | 1,193,000 | |
Non-routine costs | 336,000 | 777,000 | |||
Loss on exit from membership agreement | 105,000 | ||||
Total operating expenses | 5,253,000 | 4,145,000 | 10,659,000 | 8,495,000 | |
Operating loss | (2,385,000) | (1,258,000) | (4,840,000) | (2,764,000) | |
Other income (expense): | |||||
Interest expense | (9,000) | (13,000) | (22,000) | (27,000) | |
Other | (8,000) | (64,000) | 6,000 | (82,000) | |
Forgiveness of PPP loan and accrued interest | 2,327,000 | 2,327,000 | |||
Loss from continuing operations before income taxes | (75,000) | (1,335,000) | (2,529,000) | (2,873,000) | |
Income tax benefit (expense) | 4,000 | 172,000 | (5,000) | 733,000 | |
Loss from continuing operations | (71,000) | (1,163,000) | (2,534,000) | (2,140,000) | |
Income from discontinued operations: | |||||
Gain on sale of discontinued operations | 4,000 | 6,013,000 | |||
Income from discontinued operations | 11,000 | 104,000 | 332,000 | 241,000 | |
Income tax expense | (80,000) | (1,576,000) | |||
Income from discontinued operations, net of tax | 11,000 | 28,000 | 332,000 | 4,678,000 | |
Net (loss) income | $ (60,000) | $ (1,135,000) | $ (2,202,000) | $ 2,538,000 | |
Basic Earnings Per Share: | |||||
Continuing operations | $ (0.04) | $ (0.06) | $ (0.07) | ||
Discontinued operations | 0.01 | 0.16 | |||
Net (loss) income per share | $ (0.04) | $ (0.05) | $ 0.09 | ||
Weighted average number of common shares – basic | [1] | 41,288,709 | 30,026,658 | 39,393,333 | 29,897,236 |
Diluted Earnings Per Share: | |||||
Continuing operations | $ (0.04) | $ (0.06) | $ (0.07) | ||
Discontinued operations | 0.01 | 0.15 | |||
Net (loss) income per share | $ (0.04) | $ (0.05) | $ 0.08 | ||
Weighted average number of common shares – diluted | 41,737,231 | 30,421,473 | 39,960,998 | 30,229,595 | |
Software Licenses [Member] | |||||
Revenue: | |||||
Total revenue | $ 215,000 | $ 135,000 | $ 215,000 | ||
Professional Services [Member] | |||||
Revenue: | |||||
Total revenue | 30,000 | 160,000 | 108,000 | 312,000 | |
Audit Services [Member] | |||||
Revenue: | |||||
Total revenue | 443,000 | 463,000 | 947,000 | 1,007,000 | |
Maintenance and Support [Member] | |||||
Revenue: | |||||
Total revenue | 1,087,000 | 1,228,000 | 2,144,000 | 2,486,000 | |
Software Service [Member] | |||||
Revenue: | |||||
Total revenue | $ 1,308,000 | $ 821,000 | $ 2,485,000 | $ 1,711,000 | |
[1] | Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of July 31, 2021 and 2020, there were 1,015,950 1,421,825 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jan. 31, 2020 | $ 305,000 | $ 95,113,000 | $ (79,413,000) | $ 16,005,000 |
Beginning balance, shares at Jan. 31, 2020 | 30,530,643 | |||
Restricted stock issued | $ 4,000 | (4,000) | ||
Restricted stock issued, shares | 440,000 | |||
Restricted stock forfeited | ||||
Restricted stock forfeited, shares | (34,790) | |||
Surrender of shares | (22,000) | (22,000) | ||
Surrender of shares, shares | (21,027) | |||
Share-based compensation | 263,000 | 263,000 | ||
Net income (loss) | 3,673,000 | 3,673,000 | ||
Ending balance, value at Apr. 30, 2020 | $ 309,000 | 95,350,000 | (75,740,000) | 19,919,000 |
Ending balance, shares at Apr. 30, 2020 | 30,914,826 | |||
Beginning balance, value at Jan. 31, 2020 | $ 305,000 | 95,113,000 | (79,413,000) | 16,005,000 |
Beginning balance, shares at Jan. 31, 2020 | 30,530,643 | |||
Net income (loss) | 2,538,000 | |||
Ending balance, value at Jul. 31, 2020 | $ 316,000 | 95,656,000 | (76,875,000) | 19,097,000 |
Ending balance, shares at Jul. 31, 2020 | 31,636,665 | |||
Beginning balance, value at Apr. 30, 2020 | $ 309,000 | 95,350,000 | (75,740,000) | 19,919,000 |
Beginning balance, shares at Apr. 30, 2020 | 30,914,826 | |||
Restricted stock issued | $ 9,000 | (9,000) | ||
Restricted stock issued, shares | 855,543 | |||
Restricted stock forfeited | $ 1,000 | (1,000) | ||
Restricted stock forfeited, shares | (100,000) | |||
Surrender of shares | $ (1,000) | (35,000) | (36,000) | |
Surrender of shares, shares | (33,704) | |||
Share-based compensation | 349,000 | 349,000 | ||
Net income (loss) | (1,135,000) | (1,135,000) | ||
Ending balance, value at Jul. 31, 2020 | $ 316,000 | 95,656,000 | (76,875,000) | 19,097,000 |
Ending balance, shares at Jul. 31, 2020 | 31,636,665 | |||
Beginning balance, value at Jan. 31, 2021 | $ 316,000 | 96,290,000 | (79,117,000) | 17,489,000 |
Beginning balance, shares at Jan. 31, 2021 | 31,597,975 | |||
Restricted stock issued | $ 7,000 | (7,000) | ||
Restricted stock issued, shares | 740,752 | |||
Surrender of shares | $ (1,000) | (160,000) | (161,000) | |
Surrender of shares, shares | (78,562) | |||
Share-based compensation | 565,000 | 565,000 | ||
Issuance of Common Stock | $ 101,000 | 15,999,000 | 16,100,000 | |
Issuance of common stock, shares | 10,062,500 | |||
Offering Expenses | (1,293,000) | (1,293,000) | ||
Net income (loss) | (2,142,000) | (2,142,000) | ||
Ending balance, value at Apr. 30, 2021 | $ 423,000 | 111,394,000 | (81,259,000) | 30,558,000 |
Ending balance, shares at Apr. 30, 2021 | 42,322,665 | |||
Beginning balance, value at Jan. 31, 2021 | $ 316,000 | 96,290,000 | (79,117,000) | 17,489,000 |
Beginning balance, shares at Jan. 31, 2021 | 31,597,975 | |||
Net income (loss) | (2,202,000) | |||
Ending balance, value at Jul. 31, 2021 | $ 424,000 | 111,795,000 | (81,319,000) | 30,900,000 |
Ending balance, shares at Jul. 31, 2021 | 42,355,876 | |||
Beginning balance, value at Apr. 30, 2021 | $ 423,000 | 111,394,000 | (81,259,000) | 30,558,000 |
Beginning balance, shares at Apr. 30, 2021 | 42,322,665 | |||
Restricted stock issued | $ 1,000 | (1,000) | ||
Restricted stock issued, shares | 112,500 | |||
Restricted stock forfeited | ||||
Restricted stock forfeited, shares | (10,000) | |||
Surrender of shares | (130,000) | (130,000) | ||
Surrender of shares, shares | (69,289) | |||
Share-based compensation | 557,000 | 557,000 | ||
Offering Expenses | (25,000) | (25,000) | ||
Net income (loss) | (60,000) | (60,000) | ||
Ending balance, value at Jul. 31, 2021 | $ 424,000 | $ 111,795,000 | $ (81,319,000) | $ 30,900,000 |
Ending balance, shares at Jul. 31, 2021 | 42,355,876 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net (Loss) Income | $ (2,202,000) | $ 2,538,000 |
Income from discontinued operations, net of tax | (332,000) | (4,678,000) |
Loss from continuing operations, net of tax | (2,534,000) | (2,140,000) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 37,000 | 31,000 |
Amortization of capitalized software development costs | 984,000 | 651,000 |
Amortization of intangible assets | 231,000 | 247,000 |
Amortization of other deferred costs | 242,000 | 153,000 |
Valuation adjustments | 31,000 | |
Benefit for income taxes | (733,000) | |
Loss on exit from membership agreement | 105,000 | |
Share-based compensation expense | 1,122,000 | 575,000 |
Benefit for accounts receivable allowance | (1,000) | (15,000) |
Forgiveness of PPP loan and accrued interest | (2,327,000) | |
Changes in assets and liabilities: | ||
Accounts and contract receivables | 243,000 | 1,223,000 |
Other assets | (622,000) | (556,000) |
Accounts payable | 91,000 | (635,000) |
Accrued expenses and other liabilities | 352,000 | (445,000) |
Deferred revenue | 645,000 | (463,000) |
Net cash used in operating activities | (1,537,000) | (1,971,000) |
Net cash from (used in) operating activities – discontinued operations | 436,000 | (2,374,000) |
Cash flows from investing activities: | ||
Proceeds from sale of ECM Assets | 800,000 | 11,288,000 |
Purchases of property and equipment | (3,000) | (34,000) |
Capitalization of software development costs | (706,000) | (1,094,000) |
Net cash provided by investing activities | 91,000 | 10,160,000 |
Cash flows from financing activities: | ||
Repayment of bank term loan | (4,000,000) | |
Proceeds from issuance of term loan | 2,301,000 | |
Proceeds from issuance of common stock | 16,100,000 | |
Payments for costs directly attributable to the issuance of common stock | (1,318,000) | |
Payments related to settlement of employee share-based awards | (291,000) | |
Payment for deferred financing costs | (38,000) | |
Other | (5,000) | (58,000) |
Net cash provided by (used in) financing activities | 14,448,000 | (1,757,000) |
Net increase in cash and cash equivalents | 13,438,000 | 4,058,000 |
Cash and cash equivalents at beginning of period | 2,409,000 | 1,649,000 |
Cash and cash equivalents at end of period | $ 15,847,000 | $ 5,707,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION Streamline Health Solutions, Inc. and each of its wholly-owned subsidiaries, Streamline Health, LLC, Streamline Pay & Benefits, LLC, Streamline Consulting Solutions, LLC and Avelead Consulting, LLC (collectively, unless the context requires otherwise, “we,” “us,” “our,” “Streamline,” or the “Company”), operate in one segment as a provider of healthcare information technology solutions and associated services. The Company provides these capabilities through the licensing of its Coding & CDI, eValuator Coding Analysis Platform, Financial Management and Patient Care solutions and other workflow software applications and the use of such applications by software as a service (“SaaS”). The Company also provides audit and coding services to help customers optimize their internal clinical documentation and coding functions, as well as implementation and consulting services to complement its software solutions. The Company’s software and services enable hospitals and integrated healthcare delivery systems in the United States and Canada to capture, store, manage, route, retrieve and process patient clinical, financial and other healthcare provider information related to the patient revenue cycle. The accompanying unaudited condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations applicable to quarterly reports on Form 10-Q of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The condensed consolidated financial statements include the accounts of Streamline Health Solutions, Inc. and each of its wholly-owned subsidiaries. In the opinion of the Company’s 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 consolidated financial statements and notes thereto included in the Company’s most recent annual report on Form 10-K, Commission File Number 000-28132. Operating results for the six months ended July 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2022. The Company determined that it has one one On February 24, 2020, the Company sold a portion of its business (the “ECM Assets”). The Company signed the definitive agreement with respect to the sale of the ECM Assets in December 2019 and prepared and filed a proxy statement to obtain stockholder approval of the transaction. We applied Accounting Standards Codification (“ASC”) 205-20-1 (“ASC 205-20-1”) to determine the timing to begin reporting the discontinued operations. Based on ASC 205-20-1, the Company determined that it did not have the authority to sell the assets until the date of the stockholder approval, which was February 21, 2020. On February 21, 2020, the Company having the authority and ability to consummate the sale of the ECM Assets, met the criteria to present discontinued operations as described in ASC 205-20-1. Accordingly, the Company is reporting the results of operations and cash flows, and related balance sheet items associated with the ECM Assets in discontinued operations in the accompanying condensed consolidated statements of operations, cash flows and balance sheets for the current and comparative prior periods. Refer to Note 8 – Discontinued Operations for details of the Company’s discontinued operations. All amounts in the condensed consolidated financial statements, notes and tables have been rounded to the nearest thousand dollars, except share and per share amounts, unless otherwise indicated. All references to a fiscal year refer to the fiscal year commencing February 1 in that calendar year and ending on January 31 of the following calendar year. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are presented in “Note 2 – Significant Accounting Policies” in the fiscal year 2020 Annual Report on Form 10-K. Users of financial information for interim periods are encouraged to refer to the footnotes to the consolidated financial statements contained in the Annual Report on Form 10-K when reviewing interim financial results. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recognition of revenue, share-based compensation, capitalization of software development costs, intangible assets, the allowance for doubtful accounts, and income taxes. Actual results could differ from those estimates. Reclassification ASC 606-10-25-19(a) provides guidance on the presentation of revenue as it relates to identifying distinct performance obligations in contracts containing multiple deliverables. As the Company has begun to shift to a primarily SaaS solution, the professional services revenue related to implementation of SaaS contracts has grown. With this growth, and expected continued growth, of professional services which are not determined to be a distinct performance obligation for the Company’s SaaS contracts, we have reclassified SaaS professional services from professional services revenue and cost of sales on the consolidated statement of operations to Software as a Service revenue and cost of sales. For the three and six months ended July 31, 2020, the reclassification of revenue was $ 19,000 48,000 24,000 47,000 Fair Value of Financial Instruments The Financial Accounting Standards Board’s (“FASB”) authoritative guidance on fair value measurements establishes a framework for measuring fair value. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of the Company’s long-term debt approximates fair value since the variable interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. There were no transfers of assets or liabilities between Levels 1, 2, or 3 during the six months ended July 31, 2021 and 2020. The fair value of the PPP loan was determined based on discounting the loan amount as of January 31, 2021. The fair value using market rates the Company believes would be available for similar types of financial instruments would have resulted in a lower fair value of $ 2,231,000 2,301,000 70,000 Revenue Recognition We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a SaaS delivery model, through the Company’s direct sales force or through third-party resellers. Licensed, locally-installed customers on a perpetual model utilize the Company’s support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services provided to help customers review their internal coding audit processes. We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers We recognize revenue (Step 5 below) in accordance with that core principle after applying the following steps: ● Step 1: Identify the contract(s) with a customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation Contracts may contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. Maintenance and support and SaaS agreements are generally non-cancelable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or a right of refund terms exist, revenue may not be recognized until the satisfaction of such criteria. The transaction price is allocated to the unit of account based on the standalone selling price of the performance obligations in the contract. Significant judgment is required to determine the standalone selling price (“SSP”) for each performance obligation and whether the amount allocated to each performance obligation depicts the amount that the Company expects to receive in exchange for the related product and/or service. As the selling prices of the Company’s software licenses are highly variable, the Company estimates the SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, and audit services based on observable standalone sales. Contract Combination The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements should be combined and treated as a single contract by evaluating whether they were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. Software Licenses The Company’s software license agreements provide the customer with the right to use functional intellectual property. Implementation, support, and other services are typically considered distinct performance obligations when sold with a software license unless these services are determined to significantly modify the software. Revenue for software licenses is recognized at a point in time, typically, when the software is made available for electronic download. Maintenance and Support Services The Company’s maintenance and support obligations include multiple performance obligations, with the two largest being rights to unspecified product upgrades or enhancements, and technical support. We believe that the multiple performance obligations within the Company’s overall maintenance and support services can be viewed as a single performance obligation since both the unspecified upgrades and technical support are comprised of promises to stand ready to fulfill the various underlying activities during the contract term. Maintenance and support agreements entitle customers to technology support, version upgrades, bug fixes and service packs. We recognize maintenance and support revenue ratably over the contract term. Professional Services The Company provides various professional services to customers with software licenses. These include project management, software implementation and software modification services. Revenue from agreements to provide professional services are generally distinct from the other promises in the contract and are recognized as the related services are performed. Consideration payable under these agreements is either fixed fee or on a time-and-materials basis, and is recognized over time as the services are performed. Software as a Service SaaS-based contracts include a right to use the Company’s platform, implementation, support and other services which represent a single promise to provide continuous access to its software solutions. The Company recognizes revenue over the contract term. Audit Services The Company provides technology-enabled coding audit services to help customers review and optimize their internal clinical documentation and coding functions across the applicable segment of the client’s enterprise. Audit services are a separate performance obligation. We recognize revenue as the services are performed. Disaggregation of Revenue The following table provides information about disaggregated revenue by type and nature of revenue stream: SCHEDULE OF DISAGGREGATION OF REVENUE Six Months Ended July 31, 2021 Recurring Revenue Non- recurring Revenue Total Software licenses $ — $ 135,000 $ 135,000 Professional services — 108,000 108,000 Audit services — 947,000 947,000 Maintenance and support 2,144,000 — 2,144,000 Software as a service 2,485,000 — 2,485,000 Total revenue: $ 4,629,000 $ 1,190,000 $ 5,819,000 Contract Receivables and Deferred Revenues The Company receives payments from customers based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. The Company’s contract receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Contract receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. In the six months ended July 31, 2021, we recognized approximately $ 2,764,000 15,469,000 the Company expects to recognize approximately 54 Deferred costs (costs to fulfill a contract and contract acquisition costs) We defer the direct costs, which include salaries and benefits, for professional services related to SaaS contracts as a cost to fulfill a contract. These deferred costs will be amortized on a straight-line basis over the period of expected benefit which is the contractual term. As of July 31, 2021 and January 31, 2021, we had deferred costs of $ 137,000 168,000 194,000 126,000 28,000 67,000 61,000 Contract acquisition costs, which consist of sales commissions paid or payable, is considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs is expected to be one year or less. As of July 31, 2021 and January 31, 2021, deferred commission costs paid and payable, which are included on the consolidated balance sheets within other non-current assets totaled $ 799,000 666,000 381,000 285,000 90,000 43,000 160,000 74,000 Equity Awards The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite service period. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the entity had paid cash for the goods or services. The Company incurred total compensation expense related to share-based awards of $ 557,000 349,000 1,122,000 612,000 The fair value of the stock options granted was estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. Further, the forfeiture rate impacts the amount of aggregate compensation. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor, expected term and forfeiture rates). Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards. The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market close price per share on the grant date. The Company expenses the compensation cost of these awards as the restriction period lapses, which is typically a one- to four-year service period. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Refer to Note 5 - Income Taxes for further details. The Company provides for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not to be sustained upon examination by tax authorities. At July 31, 2021, the Company believes it has appropriately accounted for any uncertain tax positions. Net Earnings (Loss) Per Common Share The Company presents basic and diluted earnings per share (“EPS”) data for the Company’s common stock. The Company’s unvested restricted stock awards are considered non-participating securities because holders are not entitled to non-forfeitable rights to dividends or dividend equivalents during the vesting term. In accordance with ASC 260, securities are deemed not to be participating in losses if there is no obligation to fund such losses. Diluted EPS for the Company’s common stock is computed using the treasury stock method. The following is the calculation of the basic and diluted net earnings (loss) per share of common stock for the three and six months ended July 31, 2021 and 2020: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Three-Months Ended Six-Months Ended July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Basic earnings (loss) per share: Continuing operations Loss from continuing operations, net of tax $ (71,000 ) $ (1,163,000 ) $ (2,534,000 ) $ (2,140,000 ) Basic net loss per share of common stock from continuing operations $ — $ (0.04 ) (0.06 ) (0.07 ) Discontinued operations Income available to common stockholders from discontinued operations $ 11,000 $ 28,000 332,000 4,678,000 Basic net earnings per share of common stock from discontinued operations $ — $ — $ 0.01 $ 0.16 Diluted earnings (loss) per share: Continuing operations Loss available to common stockholders from continuing operations $ (71,000 ) $ (1,163,000 ) (2,534,000 ) (2,140,000 ) Diluted net loss per share of common stock from continuing operations $ — $ (0.04 ) (0.06 ) (0.07 ) Discontinued operations Income available to common stockholders from discontinued operations $ 11,000 $ 28,000 332,000 4,678,000 Diluted net earnings per share of common stock from discontinued operations $ — $ — $ 0.01 $ 0.15 Net (loss) earnings $ (60,000 ) $ (1,135,000 ) $ (2,202,000 ) $ 2,538,000 Weighted average shares outstanding - Basic (1) 41,288,709 30,026,658 39,393,333 29,897,236 Effect of dilutive securities - Stock options and Restricted stock (2) 448,522 394,815 567,665 332,359 Weighted average shares outstanding – Diluted 41,737,231 30,421,473 39,960,998 30,229,595 Basic net (loss) earnings per share of common stock $ — $ (0.04 ) $ (0.05 ) $ 0.09 Diluted net (loss) earnings per share of common stock $ — $ (0.04 ) $ (0.05 ) $ 0.08 (1) Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of July 31, 2021 and 2020, there were 1,015,950 1,421,825 (2) Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three- and six- months ended July 31, 2021, diluted EPS excludes 573,630 1,015,950 625,830 1,421,825 Other Operating Costs Non-routine Costs For the three-months ended July 31, 2021, the Company incurred certain non-routine costs of approximately $ 336,000 350,000 10,062,500 427,000 Loss on Exit from Membership Agreement As of July 31, 2020, minimum fees due under the Company’s former shared office arrangement totaled approximately $ 67,000 Non-Cash Items The Company had the following items that were non-cash items related to the condensed consolidated statements of cash flows: SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 2021 2020 July 31, 2021 2020 Forgiveness of PPP loan and accrued interest $ 2,327,000 — Escrowed funds from sale of ECM Assets — $ 800,000 Right-of Use Assets from operating lease — 540,000 Capitalized software purchased with stock (Note 7) — 38,000 Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recent Accounting Pronouncements Not Yet Adopted In November 2019, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jul. 31, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 3 — OPERATING LEASES We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our incremental borrowing rate for the expected remaining lease term at commencement date for new leases and for existing leases, in determining the present value of future lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has made the accounting policy election for building leases to not separate non-leases components. The Company entered into a new lease for office space in Alpharetta, Georgia, on March 1, 2020. The lease terminates on March 31, 2023 540,000 306,000 201,000 129,000 6.5 48,000 97,000 no Maturities of operating lease liabilities associated with the Company’s operating lease as of July 31, 2021 are as follows for the fiscal years ended January 31: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES 2021 $ 102,000 2022 210,000 2023 35,000 Total lease payments 347,000 Less present value adjustment (17,000 ) Present value of lease liabilities $ 330,000 Upon signing the new lease in March 2020, the Company abandoned its shared office space in Atlanta and recorded an expense and related liability of $ 105,000 |
DEBT
DEBT | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 4 — DEBT Term Loan and Revolving Credit Facility with Bridge Bank On December 11, 2019, the Company entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Bridge Bank, a division of Western Alliance Bank (“Bridge Bank”), consisting of a $ 4,000,000 2,000,000 4,000,000 The revolving credit facility had a maturity date of twenty-four months and advances bore interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.25% or (b) 6.25%. The revolving credit facility could be advanced based upon 80% of eligible accounts receivable, as defined in the Loan and Security Agreement. On March 2, 2021, the Company entered into an Amended and Restated Loan and Security Agreement, which replaced and superseded the Loan and Security Agreement, consisting of a $ 3,000,000 Additionally, the Company’s Bank EBITDA, measured on a monthly basis over a trailing three-month period then ended, could not deviate by more than 30% or $300,000. The Amended Loan and Security Agreement facility bore interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.00%, with a “floor” Prime Rate of 4.0%. On August 26, 2021 the Company, Streamline Health, Inc., Streamline Pay & Benefits, LLC, Streamline Consulting Solutions, LLC, and Avelead Consulting, LLC, each a wholly-owned subsidiary of the Company, entered into a Second Amended and Restated Loan and Security Agreement (the “Second Amended Loan and Security Agreement”) with Bridge Bank. Refer to Note 10 – Subsequent Events for additional information concerning the agreement. Term Loan related to “The Coronavirus Aid, Relief, and Economic Security Act” The Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, was signed into law on March 17, 2020. Among other things, the CARES Act provided for a business loan program known as the Paycheck Protection Program (“PPP”). Qualifying companies were able to borrow, through the U.S. Small Business Administration (“SBA”), up to two months of payroll expenses. On April 21, 2020, the Company received approximately $ 2,301,000 The PPP loan carried an interest rate of 1.0 During the quarter ended July 31, 2021, the Company was notified that the full $ 2,301,000 26,000 Outstanding principal balances on debt consisted of the following at: SCHEDULE OF OUTSTANDING DEBT, OTHER THAN PPP LOAN July 31, 2021 January 31, 2021 Term loan $ — $ 2,301,000 Deferred financing cost — — Total — 2,301,000 Less: Current portion — (1,534,000 ) Non-current portion of debt $ — $ 767,000 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 — INCOME TAXES Income taxes consist of the following: SCHEDULE OF COMPONENTS OF INCOME TAX (EXPENSE) BENEFIT 2021 2020 July 31, 2021 2020 Current tax benefit (expense): Federal $ — $ 603,000 State (5,000 ) 130,000 Total current provision $ (5,000 ) $ 733,000 The Company adopted ASU 2019-12 . At January 31, 2021, the Company had U.S. federal net operating loss carry forwards of $ 37,554,000 12,519,000 1,356,000 94,000 expire through fiscal 2039 The effective income tax rate on continuing operations of approximately (0.20%) 24.56 The Company has recorded $ 365,000 339,000 The Company and its subsidiaries are subject to U.S. federal income tax as well as income taxes in multiple state and local jurisdictions. The Company has concluded all U.S. federal tax matters for years through January 31, 2017. All material state and local income tax matters have been concluded for years through January 31, 2016. The Company is no longer subject to IRS examination for periods prior to the tax year ended January 31, 2017; however, carryforward losses that were generated prior to the tax year ended January 31, 2017 may still be adjusted by the IRS if they are used in a future period. |
EQUITY
EQUITY | 6 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 6 — EQUITY Capital Raise On February 25, 2021, the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC, as the sole managing underwriter, relating to the underwritten public offering of an aggregate of 10,062,500 0.01 1,312,500 1.60 16.1 Registration of Shares Issued to 180 Consulting On May 3, 2021, the Company filed a Registration Statement on Form S-3 (Registration No. 333-255723), which was subsequently amended on June 23, 2021, for purposes of registering for resale 248,424 Authorized Shares Increase On May 24, 2021, the Company amended its Certificate of Incorporation, as amended, to increase the total number of authorized shares of the Company’s common stock from 45,000,000 65,000,000 At the Annual Meeting, the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 6,223,246 8,223,246 As described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on July 6, 2021, because there may have been uncertainty regarding the validity or effectiveness of the prior approval of the Charter Amendment, the authorized shares increase effected thereby and the Third Amended 2013 Plan Amendment at the Annual Meeting, the board of directors of the Company asked the Company’s stockholders to ratify the approval, filing and effectiveness of the Charter Amendment and the approval and effectiveness of the Third Amended 2013 Plan Amendment at a special meeting of the stockholders held on July 29, 2021 in order to eliminate such uncertainty (the “Special Meeting”). At the Special Meeting, the Company’s stockholders ratified the approval, filing and effectiveness of the Charter Amendment and the approval and effectiveness of the Third Amended 2013 Plan Amendment. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Royalty Liability On October 25, 2013, we entered into a Software License and Royalty Agreement (the “Royalty Agreement”) with Montefiore Medical Center (“Montefiore”) pursuant to which Montefiore granted us an exclusive, worldwide 15 3,000,000 3,000,000 six and one-half years 24 months 1,000,000 On October 1, 2020, the Company agreed with Montefiore that it would pay, in cash, (i) $ 500,000 490,000 990,000 1,000,000 Consulting Agreement with 180 Consulting On March 19, 2020 the Company entered into a Master Services Agreement (the “MSA”) with 180 Consulting, pursuant to which 180 Consulting has provided and will continue to provide a variety of consulting services including product management, operational consulting, staff augmentation, internal systems platform integration and software engineering services, among others, through separate executed statements of work (“SOWs”). The Company has entered into ten SOWs under the MSA. Some of the SOWs include the ability to earn stock at a conversion rate to be calculated 20 days after the execution of the related SOW. 180 Consulting earned a cumulative number of shares through July 31, 2021 totaling 376,839 , and 128,415 for the six-month period ended July 31, 2021. For services rendered by 180 Consulting during the six-months ended July 31, 2021, the Company incurred fees of $ 716,000 . In addition, on August 20, 2021, the Company issued to 180 Consulting an aggregate of 128,415 128,415 258,000 . Of those fees, approximately $ 75,000 was related to capitalized software development, and the remaining $ 183,000 was operating cost. 180 Consulting earned 94,848 shares of stock as compensation for services rendered during the six-months ended July 31, 2020. The MSA includes a termination clause upon a 90-day written notice. While no related party has a direct or indirect material interest in this MSA or the related SOWs, individuals providing services to us under the MSA and the SOWs may share workspace and administrative costs with 121G Consulting (as defined and further discussed in Note 9 – Related Party Transactions). |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jul. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 8 – DISCONTINUED OPERATIONS On February 24, 2020, the Company consummated the previously announced sale of the Company’s legacy Enterprise Content Management business (the “ECM Assets”) pursuant to that certain Asset Purchase Agreement, dated December 17, 2019, as amended (the “Asset Purchase Agreement”), to Hyland Software, Inc. (the “Purchaser”). Pursuant to the Asset Purchase Agreement, the Purchaser has acquired the ECM Assets and assumed certain liabilities of the Company for a purchase price of $ 16.0 At closing, the Company realized approximately $ 5.4 4.0 800,000 SCHEDULE OF GAIN ON SALE OF ASSETS Net Proceeds, including escrowed funds $ 12,088,000 Net tangible assets sold: Accounts Receivable (1,130,000 ) Prepaid Expenses (576,000 ) Deferred Revenue 4,010,000 Net tangible assets sold 2,304,000 Capitalized software development costs (1,772,000 ) Goodwill (4,825,000 ) Transaction cost (1,782,000 ) Gain on sale of discontinued operations $ 6,013,000 The transaction costs were primarily broker cost and cost of legal and accounting to affect the transaction. The Company allocated $ 4,825,000 The Company recorded the following as discontinued operations on the accompanying condensed consolidated balance sheets as of July 31, 2021 and January 31, 2021: SCHEDULE OF DISCONTINUED OPERATIONS OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS As of July 31, 2021 January 31, 2021 Current assets of discontinued operations: Cash $ 181,000 $ — Accounts receivable — 587,000 Current assets of discontinued operations $ 181,000 $ 587,000 Long-term assets of discontinued operations: Property and equipment, net $ 3,000 $ 13,000 Long-term assets of discontinued operations $ 3,000 $ 13,000 Current liabilities of discontinued operations: Accounts Payable $ 181,000 $ — Accrued expenses 102,000 8,000 Deferred revenues — 587,000 Current liabilities of discontinued operations $ 283,000 $ 595,000 For the three and six months ended July 31, 2021 and 2020, the Company recorded the following into discontinued operations in the accompanying condensed consolidated statements of operations: Three Months Ended Six Months Ended July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Revenues: Maintenance and support — — — 412,000 Software as a service — — — 138,000 Transition service fees 43,000 157,000 396,000 157,000 Total revenues $ 43,000 $ 157,000 $ 396.000 $ 707,000 Expenses: Cost of Sales 2,000 5,000 4,000 290,000 Transition service cost 30,000 48,000 60,000 48,000 Deferred financing cost — — — 128,000 Total expenses 32,000 53,000 64,000 466,000 Income from discontinued operations $ 11,000 $ 104,000 $ 332,000 $ 241,000 The Company entered into an agreement with the Purchaser of the ECM Assets to maintain the current data center through a transition period. The transition services do not have a finite ending date, however, the goal of both the Purchaser and the Company is to complete the transition of customer data as quickly as possible, with a current goal of ending this portion of the agreement in September 2021. The Company continues to pay the rent and maintain the servers within the data center during the transition services period and these amounts will continue to be presented as discontinued operations in future periods throughout fiscal year 2021. In consideration of these transition services, the Company maintained rights to certain customer contracts that provides a revenue stream. The cost to maintain the data center can be eliminated upon the completion of the transition services as described in the Asset Purchase Agreement. Our on-going cost to maintain the data center includes rent, cost of the servers, certain third-party software arrangements, and depreciation of the servers. The property and equipment on the Company’s balance sheet in discontinued operations is the net book value for the related servers in the data center. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS In the second quarter of fiscal year 2019, in connection with the appointment of Wyche T. “Tee” Green, III, Chairman of the Board of the Company and Managing Member of 121G, LLC (“121G”), as interim President and Chief Executive Officer of the Company, we entered into a consulting agreement with 121G Consulting, LLC (“121G Consulting”), to provide an assessment of the Company’s innovation and growth teams and strategies and to develop a set of prioritized recommendations to be consolidated into a strategic plan for the Company’s leadership team. Mr. Green is a “member” of 121G Consulting, and, accordingly, has a financial interest in that entity. In October 2019, Mr. Green was appointed as President and Chief Executive Officer of the Company on a full-time basis. Subsequent to Mr. Green joining the Company on a full-time basis, the Company’s relationship with 121G Consulting was terminated. For the three and six months ended July 31, 2020, 121G Consulting fees totaled $ 70,000 No |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS We have evaluated subsequent events occurring after July 31, 2021, and based on our evaluation, except as set forth below, we did not identify any events that would have required recognition or disclosure in these condensed consolidated financial statements. Acquisition of Avelead Consulting, LLC On August 16, 2021 (the “Closing Date”), the Company entered into a Unit Purchase Agreement (the “Purchase Agreement”) with Avelead, and Jawad Shaikh and Badar Shaikh (together, the “Sellers”), pursuant to which the Company purchased all of the issued and outstanding units of membership interest of Avelead from the Sellers (the “Acquisition”). The aggregate purchase price payable to the Sellers consists of a combination of cash, shares of the Company’s common stock, and certain contingent consideration based upon the post-acquisition performance of the acquired business. On the Closing Date, the Company provided the following consideration to the Sellers: ● approximately $ 12,000,000 ● an aggregate of 5,021,972 ● approximately $ 285,000 The Sellers will be entitled to certain contingent consideration in the form of a performance-based earnout of a combination of cash and shares of the Company’s common stock based on recurring SaaS revenues generated by Avelead’s software solutions over the 24-month period following closing. The Sellers are also entitled to certain contingent consideration in the form of shares of the Company’s common stock based on certain levels of customer retention. The customer retention consideration will be measured on the first and second anniversary of the Closing Date. Finally, the Sellers have customary protections in the event of a change in control of the Company prior to the last earnout payment. Please refer to the Purchase Agreement for a description of such change in control provisions. In connection with the Acquisition, on August 16, 2021, Avelead entered into an employment agreement with Jawad Shaikh for Mr. Jawad Shaikh to serve as President and Chief Executive Officer of Avelead (the “Employment Agreement”). The Employment Agreement has an initial term continuing until August 16, 2023 and will automatically renew for additional one-year periods thereafter, unless either Avelead or Mr. Jawad Shaikh provides 60 days’ prior notice of its or his intent not to renew or unless sooner terminated in accordance with the terms thereof. In connection with the Acquisition, on August 17, 2021, Avelead entered into a Confidential Separation Agreement and General Release of Claims with Badar Shaikh (the “Separation Agreement”). Mr. Badar Shaikh’s employment with Avelead ended effective as of August 17, 2021. Upon execution of the Separation Agreement, Mr. Shaikh is entitled to separation payments in the gross amount of $ 670,000 , payable in substantially equal installments over twenty-four (24) months , and options to purchase 83,333 shares of the Company’s common stock under the Company’s Third Amended and Restated 2013 Stock Incentive Plan, as amended. The options expire 90 days following the Closing Date. Avelead provides consulting and technology solutions to improve Revenue Integrity for acute-care healthcare providers nationwide. The Company believes Avelead’s solutions will complement and extend the value the Company can deliver to its customers. The Company is currently in the process of accounting for this transaction and expects to complete its preliminary measurement of the fair value of the purchase consideration transferred to the Sellers as well as the fair value of the assets acquired, and liabilities assumed, in the Acquisition when the Company files its Quarterly Report on Form 10-Q for the period ending October 31, 2021. The Company has incurred normal and customary expenses related to the Avelead Acquisition. These expenses include, but are not limited to, costs of financial advisers, legal counsel, separation agreements (described above), and one-time cash bonus payments in the aggregate amount of $ 215,000 Term Loan Agreement and Discontinuance of Revolving Credit Facility On August 26, 2021, the Company and its subsidiaries entered into the Second Amended Loan and Security Agreement with Bridge Bank. Pursuant to the Second Amended Loan and Security Agreement, Bridge Bank agreed to provide the Company and its subsidiaries with a new term loan facility in the maximum principal amount of $ 10,000,000 1.5 3.25 3,000,000 no The Second Amended Loan and Security Agreement has a five-year term, and the maximum principal amount was advanced in a single-cash advance on or about the closing date. Interest accrued under the Second Amended Loan and Security Agreement is due monthly, and the Company shall make monthly interest-only payments through the one-year anniversary of the closing date. From the first anniversary of the closing date through the maturity date, the Company shall make monthly payments of principal and interest that increase over the term of the agreement. The Second Amended Loan and Security Agreement requires principal repayments of $ 500,000 1,000,000 2,00,000 3,000,000 The Second Amended Loan and Security Agreement includes customary financial covenants, including the requirements that the Company achieve certain EBITDA levels and fixed coverage ratios and maintain certain cash balances and certain recurring revenue levels. The Second Amended Loan and Security Agreement also includes negative covenants, subject to exceptions, which limit transfers, capital expenditures, indebtedness, certain liens, investments, acquisitions, dispositions of assets, restricted payments and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default. The line of credit also is subject to customary prepayment requirements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recognition of revenue, share-based compensation, capitalization of software development costs, intangible assets, the allowance for doubtful accounts, and income taxes. Actual results could differ from those estimates. |
Reclassification | Reclassification ASC 606-10-25-19(a) provides guidance on the presentation of revenue as it relates to identifying distinct performance obligations in contracts containing multiple deliverables. As the Company has begun to shift to a primarily SaaS solution, the professional services revenue related to implementation of SaaS contracts has grown. With this growth, and expected continued growth, of professional services which are not determined to be a distinct performance obligation for the Company’s SaaS contracts, we have reclassified SaaS professional services from professional services revenue and cost of sales on the consolidated statement of operations to Software as a Service revenue and cost of sales. For the three and six months ended July 31, 2020, the reclassification of revenue was $ 19,000 48,000 24,000 47,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board’s (“FASB”) authoritative guidance on fair value measurements establishes a framework for measuring fair value. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of the Company’s long-term debt approximates fair value since the variable interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. There were no transfers of assets or liabilities between Levels 1, 2, or 3 during the six months ended July 31, 2021 and 2020. The fair value of the PPP loan was determined based on discounting the loan amount as of January 31, 2021. The fair value using market rates the Company believes would be available for similar types of financial instruments would have resulted in a lower fair value of $ 2,231,000 2,301,000 70,000 |
Revenue Recognition | Revenue Recognition We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a SaaS delivery model, through the Company’s direct sales force or through third-party resellers. Licensed, locally-installed customers on a perpetual model utilize the Company’s support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services provided to help customers review their internal coding audit processes. We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers We recognize revenue (Step 5 below) in accordance with that core principle after applying the following steps: ● Step 1: Identify the contract(s) with a customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation Contracts may contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. Maintenance and support and SaaS agreements are generally non-cancelable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or a right of refund terms exist, revenue may not be recognized until the satisfaction of such criteria. The transaction price is allocated to the unit of account based on the standalone selling price of the performance obligations in the contract. Significant judgment is required to determine the standalone selling price (“SSP”) for each performance obligation and whether the amount allocated to each performance obligation depicts the amount that the Company expects to receive in exchange for the related product and/or service. As the selling prices of the Company’s software licenses are highly variable, the Company estimates the SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, and audit services based on observable standalone sales. Contract Combination The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements should be combined and treated as a single contract by evaluating whether they were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. Software Licenses The Company’s software license agreements provide the customer with the right to use functional intellectual property. Implementation, support, and other services are typically considered distinct performance obligations when sold with a software license unless these services are determined to significantly modify the software. Revenue for software licenses is recognized at a point in time, typically, when the software is made available for electronic download. Maintenance and Support Services The Company’s maintenance and support obligations include multiple performance obligations, with the two largest being rights to unspecified product upgrades or enhancements, and technical support. We believe that the multiple performance obligations within the Company’s overall maintenance and support services can be viewed as a single performance obligation since both the unspecified upgrades and technical support are comprised of promises to stand ready to fulfill the various underlying activities during the contract term. Maintenance and support agreements entitle customers to technology support, version upgrades, bug fixes and service packs. We recognize maintenance and support revenue ratably over the contract term. Professional Services The Company provides various professional services to customers with software licenses. These include project management, software implementation and software modification services. Revenue from agreements to provide professional services are generally distinct from the other promises in the contract and are recognized as the related services are performed. Consideration payable under these agreements is either fixed fee or on a time-and-materials basis, and is recognized over time as the services are performed. Software as a Service SaaS-based contracts include a right to use the Company’s platform, implementation, support and other services which represent a single promise to provide continuous access to its software solutions. The Company recognizes revenue over the contract term. Audit Services The Company provides technology-enabled coding audit services to help customers review and optimize their internal clinical documentation and coding functions across the applicable segment of the client’s enterprise. Audit services are a separate performance obligation. We recognize revenue as the services are performed. Disaggregation of Revenue The following table provides information about disaggregated revenue by type and nature of revenue stream: SCHEDULE OF DISAGGREGATION OF REVENUE Six Months Ended July 31, 2021 Recurring Revenue Non- recurring Revenue Total Software licenses $ — $ 135,000 $ 135,000 Professional services — 108,000 108,000 Audit services — 947,000 947,000 Maintenance and support 2,144,000 — 2,144,000 Software as a service 2,485,000 — 2,485,000 Total revenue: $ 4,629,000 $ 1,190,000 $ 5,819,000 Contract Receivables and Deferred Revenues The Company receives payments from customers based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. The Company’s contract receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Contract receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. In the six months ended July 31, 2021, we recognized approximately $ 2,764,000 15,469,000 the Company expects to recognize approximately 54 Deferred costs (costs to fulfill a contract and contract acquisition costs) We defer the direct costs, which include salaries and benefits, for professional services related to SaaS contracts as a cost to fulfill a contract. These deferred costs will be amortized on a straight-line basis over the period of expected benefit which is the contractual term. As of July 31, 2021 and January 31, 2021, we had deferred costs of $ 137,000 168,000 194,000 126,000 28,000 67,000 61,000 Contract acquisition costs, which consist of sales commissions paid or payable, is considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs is expected to be one year or less. As of July 31, 2021 and January 31, 2021, deferred commission costs paid and payable, which are included on the consolidated balance sheets within other non-current assets totaled $ 799,000 666,000 381,000 285,000 90,000 43,000 160,000 74,000 |
Equity Awards | Equity Awards The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite service period. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the entity had paid cash for the goods or services. The Company incurred total compensation expense related to share-based awards of $ 557,000 349,000 1,122,000 612,000 The fair value of the stock options granted was estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. Further, the forfeiture rate impacts the amount of aggregate compensation. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor, expected term and forfeiture rates). Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards. The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market close price per share on the grant date. The Company expenses the compensation cost of these awards as the restriction period lapses, which is typically a one- to four-year service period. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Refer to Note 5 - Income Taxes for further details. The Company provides for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not to be sustained upon examination by tax authorities. At July 31, 2021, the Company believes it has appropriately accounted for any uncertain tax positions. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company presents basic and diluted earnings per share (“EPS”) data for the Company’s common stock. The Company’s unvested restricted stock awards are considered non-participating securities because holders are not entitled to non-forfeitable rights to dividends or dividend equivalents during the vesting term. In accordance with ASC 260, securities are deemed not to be participating in losses if there is no obligation to fund such losses. Diluted EPS for the Company’s common stock is computed using the treasury stock method. The following is the calculation of the basic and diluted net earnings (loss) per share of common stock for the three and six months ended July 31, 2021 and 2020: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Three-Months Ended Six-Months Ended July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Basic earnings (loss) per share: Continuing operations Loss from continuing operations, net of tax $ (71,000 ) $ (1,163,000 ) $ (2,534,000 ) $ (2,140,000 ) Basic net loss per share of common stock from continuing operations $ — $ (0.04 ) (0.06 ) (0.07 ) Discontinued operations Income available to common stockholders from discontinued operations $ 11,000 $ 28,000 332,000 4,678,000 Basic net earnings per share of common stock from discontinued operations $ — $ — $ 0.01 $ 0.16 Diluted earnings (loss) per share: Continuing operations Loss available to common stockholders from continuing operations $ (71,000 ) $ (1,163,000 ) (2,534,000 ) (2,140,000 ) Diluted net loss per share of common stock from continuing operations $ — $ (0.04 ) (0.06 ) (0.07 ) Discontinued operations Income available to common stockholders from discontinued operations $ 11,000 $ 28,000 332,000 4,678,000 Diluted net earnings per share of common stock from discontinued operations $ — $ — $ 0.01 $ 0.15 Net (loss) earnings $ (60,000 ) $ (1,135,000 ) $ (2,202,000 ) $ 2,538,000 Weighted average shares outstanding - Basic (1) 41,288,709 30,026,658 39,393,333 29,897,236 Effect of dilutive securities - Stock options and Restricted stock (2) 448,522 394,815 567,665 332,359 Weighted average shares outstanding – Diluted 41,737,231 30,421,473 39,960,998 30,229,595 Basic net (loss) earnings per share of common stock $ — $ (0.04 ) $ (0.05 ) $ 0.09 Diluted net (loss) earnings per share of common stock $ — $ (0.04 ) $ (0.05 ) $ 0.08 (1) Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of July 31, 2021 and 2020, there were 1,015,950 1,421,825 (2) Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three- and six- months ended July 31, 2021, diluted EPS excludes 573,630 1,015,950 625,830 1,421,825 |
Other Operating Costs | Other Operating Costs Non-routine Costs For the three-months ended July 31, 2021, the Company incurred certain non-routine costs of approximately $ 336,000 350,000 10,062,500 427,000 Loss on Exit from Membership Agreement As of July 31, 2020, minimum fees due under the Company’s former shared office arrangement totaled approximately $ 67,000 |
Non-Cash Items | Non-Cash Items The Company had the following items that were non-cash items related to the condensed consolidated statements of cash flows: SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 2021 2020 July 31, 2021 2020 Forgiveness of PPP loan and accrued interest $ 2,327,000 — Escrowed funds from sale of ECM Assets — $ 800,000 Right-of Use Assets from operating lease — 540,000 Capitalized software purchased with stock (Note 7) — 38,000 |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2019, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table provides information about disaggregated revenue by type and nature of revenue stream: SCHEDULE OF DISAGGREGATION OF REVENUE Six Months Ended July 31, 2021 Recurring Revenue Non- recurring Revenue Total Software licenses $ — $ 135,000 $ 135,000 Professional services — 108,000 108,000 Audit services — 947,000 947,000 Maintenance and support 2,144,000 — 2,144,000 Software as a service 2,485,000 — 2,485,000 Total revenue: $ 4,629,000 $ 1,190,000 $ 5,819,000 |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK | The following is the calculation of the basic and diluted net earnings (loss) per share of common stock for the three and six months ended July 31, 2021 and 2020: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Three-Months Ended Six-Months Ended July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Basic earnings (loss) per share: Continuing operations Loss from continuing operations, net of tax $ (71,000 ) $ (1,163,000 ) $ (2,534,000 ) $ (2,140,000 ) Basic net loss per share of common stock from continuing operations $ — $ (0.04 ) (0.06 ) (0.07 ) Discontinued operations Income available to common stockholders from discontinued operations $ 11,000 $ 28,000 332,000 4,678,000 Basic net earnings per share of common stock from discontinued operations $ — $ — $ 0.01 $ 0.16 Diluted earnings (loss) per share: Continuing operations Loss available to common stockholders from continuing operations $ (71,000 ) $ (1,163,000 ) (2,534,000 ) (2,140,000 ) Diluted net loss per share of common stock from continuing operations $ — $ (0.04 ) (0.06 ) (0.07 ) Discontinued operations Income available to common stockholders from discontinued operations $ 11,000 $ 28,000 332,000 4,678,000 Diluted net earnings per share of common stock from discontinued operations $ — $ — $ 0.01 $ 0.15 Net (loss) earnings $ (60,000 ) $ (1,135,000 ) $ (2,202,000 ) $ 2,538,000 Weighted average shares outstanding - Basic (1) 41,288,709 30,026,658 39,393,333 29,897,236 Effect of dilutive securities - Stock options and Restricted stock (2) 448,522 394,815 567,665 332,359 Weighted average shares outstanding – Diluted 41,737,231 30,421,473 39,960,998 30,229,595 Basic net (loss) earnings per share of common stock $ — $ (0.04 ) $ (0.05 ) $ 0.09 Diluted net (loss) earnings per share of common stock $ — $ (0.04 ) $ (0.05 ) $ 0.08 (1) Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of July 31, 2021 and 2020, there were 1,015,950 1,421,825 (2) Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three- and six- months ended July 31, 2021, diluted EPS excludes 573,630 1,015,950 625,830 1,421,825 |
SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW | The Company had the following items that were non-cash items related to the condensed consolidated statements of cash flows: SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 2021 2020 July 31, 2021 2020 Forgiveness of PPP loan and accrued interest $ 2,327,000 — Escrowed funds from sale of ECM Assets — $ 800,000 Right-of Use Assets from operating lease — 540,000 Capitalized software purchased with stock (Note 7) — 38,000 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Operating Leases | |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | Maturities of operating lease liabilities associated with the Company’s operating lease as of July 31, 2021 are as follows for the fiscal years ended January 31: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES 2021 $ 102,000 2022 210,000 2023 35,000 Total lease payments 347,000 Less present value adjustment (17,000 ) Present value of lease liabilities $ 330,000 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBT, OTHER THAN PPP LOAN | Outstanding principal balances on debt consisted of the following at: SCHEDULE OF OUTSTANDING DEBT, OTHER THAN PPP LOAN July 31, 2021 January 31, 2021 Term loan $ — $ 2,301,000 Deferred financing cost — — Total — 2,301,000 Less: Current portion — (1,534,000 ) Non-current portion of debt $ — $ 767,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX (EXPENSE) BENEFIT | Income taxes consist of the following: SCHEDULE OF COMPONENTS OF INCOME TAX (EXPENSE) BENEFIT 2021 2020 July 31, 2021 2020 Current tax benefit (expense): Federal $ — $ 603,000 State (5,000 ) 130,000 Total current provision $ (5,000 ) $ 733,000 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF GAIN ON SALE OF ASSETS | SCHEDULE OF GAIN ON SALE OF ASSETS Net Proceeds, including escrowed funds $ 12,088,000 Net tangible assets sold: Accounts Receivable (1,130,000 ) Prepaid Expenses (576,000 ) Deferred Revenue 4,010,000 Net tangible assets sold 2,304,000 Capitalized software development costs (1,772,000 ) Goodwill (4,825,000 ) Transaction cost (1,782,000 ) Gain on sale of discontinued operations $ 6,013,000 |
SCHEDULE OF DISCONTINUED OPERATIONS OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS | The Company recorded the following as discontinued operations on the accompanying condensed consolidated balance sheets as of July 31, 2021 and January 31, 2021: SCHEDULE OF DISCONTINUED OPERATIONS OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS As of July 31, 2021 January 31, 2021 Current assets of discontinued operations: Cash $ 181,000 $ — Accounts receivable — 587,000 Current assets of discontinued operations $ 181,000 $ 587,000 Long-term assets of discontinued operations: Property and equipment, net $ 3,000 $ 13,000 Long-term assets of discontinued operations $ 3,000 $ 13,000 Current liabilities of discontinued operations: Accounts Payable $ 181,000 $ — Accrued expenses 102,000 8,000 Deferred revenues — 587,000 Current liabilities of discontinued operations $ 283,000 $ 595,000 For the three and six months ended July 31, 2021 and 2020, the Company recorded the following into discontinued operations in the accompanying condensed consolidated statements of operations: Three Months Ended Six Months Ended July 31, 2021 July 31, 2020 July 31, 2021 July 31, 2020 Revenues: Maintenance and support — — — 412,000 Software as a service — — — 138,000 Transition service fees 43,000 157,000 396,000 157,000 Total revenues $ 43,000 $ 157,000 $ 396.000 $ 707,000 Expenses: Cost of Sales 2,000 5,000 4,000 290,000 Transition service cost 30,000 48,000 60,000 48,000 Deferred financing cost — — — 128,000 Total expenses 32,000 53,000 64,000 466,000 Income from discontinued operations $ 11,000 $ 104,000 $ 332,000 $ 241,000 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 6 Months Ended |
Jul. 31, 2021Segments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reporting segment | 1 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Product Information [Line Items] | ||||
Total revenue | $ 2,868,000 | $ 2,887,000 | $ 5,819,000 | $ 5,731,000 |
Software Licenses [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 215,000 | 135,000 | 215,000 | |
Professional Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 30,000 | 160,000 | 108,000 | 312,000 |
Audit Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 443,000 | 463,000 | 947,000 | 1,007,000 |
Maintenance and Support [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | $ 1,087,000 | $ 1,228,000 | 2,144,000 | $ 2,486,000 |
Software as Service[Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 2,485,000 | |||
Fair Value, Recurring [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 4,629,000 | |||
Fair Value, Recurring [Member] | Software Licenses [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | ||||
Fair Value, Recurring [Member] | Professional Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | ||||
Fair Value, Recurring [Member] | Audit Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | ||||
Fair Value, Recurring [Member] | Maintenance and Support [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 2,144,000 | |||
Fair Value, Recurring [Member] | Software as Service[Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 2,485,000 | |||
Fair Value, Nonrecurring [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 1,190,000 | |||
Fair Value, Nonrecurring [Member] | Software Licenses [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 135,000 | |||
Fair Value, Nonrecurring [Member] | Professional Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 108,000 | |||
Fair Value, Nonrecurring [Member] | Audit Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 947,000 | |||
Fair Value, Nonrecurring [Member] | Maintenance and Support [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | ||||
Fair Value, Nonrecurring [Member] | Software as Service[Member] | ||||
Product Information [Line Items] | ||||
Total revenue |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Accounting Policies [Abstract] | |||||||
Loss from continuing operations, net of tax | $ (71,000) | $ (1,163,000) | $ (2,534,000) | $ (2,140,000) | |||
Basic net loss per share of common stock from continuing operations | $ (0.04) | $ (0.06) | $ (0.07) | ||||
Income available to common stockholders from discontinued operations | $ 11,000 | $ 28,000 | $ 332,000 | $ 4,678,000 | |||
Basic net earnings per share of common stock from discontinued operations | $ 0.01 | $ 0.16 | |||||
Loss available to common stockholders from continuing operations | $ (71,000) | $ (1,163,000) | $ (2,534,000) | $ (2,140,000) | |||
Diluted net loss per share of common stock from continuing operations | $ (0.04) | $ (0.06) | $ (0.07) | ||||
Income available to common stockholders from discontinued operations | $ 11,000 | $ 28,000 | $ 332,000 | $ 4,678,000 | |||
Diluted net earnings per share of common stock from discontinued operations | $ 0.01 | $ 0.15 | |||||
Net (loss) earnings | $ (60,000) | $ (2,142,000) | $ (1,135,000) | $ 3,673,000 | $ (2,202,000) | $ 2,538,000 | |
Weighted average shares outstanding - Basic (1) | [1] | 41,288,709 | 30,026,658 | 39,393,333 | 29,897,236 | ||
Effect of dilutive securities - Stock options and Restricted stock (2) | [2] | 448,522 | 394,815 | 567,665 | 332,359 | ||
Weighted average shares outstanding – Diluted | 41,737,231 | 30,421,473 | 39,960,998 | 30,229,595 | |||
Basic net (loss) earnings per share of common stock | $ (0.04) | $ (0.05) | $ 0.09 | ||||
Diluted net (loss) earnings per share of common stock | $ (0.04) | $ (0.05) | $ 0.08 | ||||
[1] | Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of July 31, 2021 and 2020, there were 1,015,950 1,421,825 | ||||||
[2] | Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three- and six- months ended July 31, 2021, diluted EPS excludes 573,630 1,015,950 625,830 1,421,825 |
SCHEDULE OF BASIC AND DILUTED_2
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK (Details) (Parenthetical) - shares | 3 Months Ended | 6 Months Ended | ||||
Jul. 30, 2021 | Jul. 30, 2020 | Jul. 30, 2021 | Jul. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Accounting Policies [Abstract] | ||||||
Unvested restricted shares of common stock | 1,015,950 | 1,421,825 | 1,015,950 | 1,421,825 | ||
Non vested Outstanding stock options | 573,630 | 625,830 |
SCHEDULE OF NON-CASH ITEMS RELA
SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Forgiveness of PPP loan and accrued interest | $ 2,327,000 | $ 2,327,000 | ||
Escrowed funds from sale of ECM Assets | 800,000 | |||
Right-of Use Assets from operating lease | 540,000 | |||
Capitalized software purchased with stock (Note 7) | $ 38,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Product Information [Line Items] | |||||
Total revenue | $ 2,868,000 | $ 2,887,000 | $ 5,819,000 | $ 5,731,000 | |
Term loan fair value | 2,231,000 | 2,231,000 | |||
Term loan | $ 2,301,000 | ||||
Term loan reduction amount | 70,000 | 70,000 | |||
Recognized revenue from deferred revenue | 2,764,000 | ||||
Revenue of remaining performance obligations | $ 15,469,000 | $ 15,469,000 | |||
Revenue of remaining performance obligations description | the Company expects to recognize approximately 54% over the next 12 months and the remainder thereafter. | ||||
Revenue of remaining performance obligations, percent | 54.00% | 54.00% | |||
Deferred costs, net | $ 137,000 | $ 137,000 | 168,000 | ||
Deferred costs, accumulated amortization | 194,000 | 194,000 | 126,000 | ||
Deferred costs, amortization expense | 28,000 | 28,000 | 67,000 | 61,000 | |
Deferred commission costs accumulated amortization | 381,000 | 285,000 | 381,000 | 285,000 | |
Compensation expense | 557,000 | 349,000 | 1,122,000 | 612,000 | |
Acquisition, non routine costs | 336,000 | 777,000 | |||
Legal and accounting cost | 350,000 | ||||
Cost associated with underwritten public offering | 1,318,000 | ||||
Minimum fees under shared office arrangement | 67,000 | 67,000 | |||
Avelead Consulting LLC [Member] | |||||
Product Information [Line Items] | |||||
Acquisition, non routine costs | $ 336,000 | ||||
Shares issued in underwritten public offering | 10,062,500 | ||||
Cost associated with underwritten public offering | 427,000 | ||||
Selling, General and Administrative Expenses [Member] | |||||
Product Information [Line Items] | |||||
Amortization expense with deferred sales commissions | $ 90,000 | 43,000 | 160,000 | 74,000 | |
Other Noncurrent Assets [Member] | |||||
Product Information [Line Items] | |||||
Deferred commissions costs paid and payable | $ 799,000 | $ 799,000 | $ 666,000 | ||
SaaS Solution [Member] | |||||
Product Information [Line Items] | |||||
Total revenue | 19,000 | 48,000 | |||
Cost of revenue | $ 24,000 | $ 47,000 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) | Jul. 31, 2021USD ($) |
Operating Leases | |
2021 | $ 102,000 |
2022 | 210,000 |
2023 | 35,000 |
Total lease payments | 347,000 |
Less present value adjustment | (17,000) |
Present value of lease liabilities | $ 330,000 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Mar. 31, 2020 | |
Multiemployer Plan [Line Items] | ||||
Lease expired date | Mar. 31, 2023 | |||
Operating lease, right-of use asset | $ 306,000 | $ 306,000 | $ 391,000 | |
Operating cost | 48,000 | 97,000 | ||
Operating leases paid | 0 | |||
Office Space [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Total minimum rentals due amount | $ 105,000 | |||
Right of Use Asset [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Operating lease, right-of use asset | 306,000 | 306,000 | ||
Current portion of operating lease obligation | 201,000 | 201,000 | ||
Non-current portion of operating lease obligation | $ 129,000 | $ 129,000 | ||
Lease discount rate | 6.50% | 6.50% | ||
At inception [Member] | ||||
Multiemployer Plan [Line Items] | ||||
Operating lease, right-of use asset | $ 540,000 | $ 540,000 |
SCHEDULE OF OUTSTANDING DEBT, O
SCHEDULE OF OUTSTANDING DEBT, OTHER THAN PPP LOAN (Details) - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Debt Disclosure [Abstract] | ||
Term loan | $ 2,301,000 | |
Deferred financing cost | ||
Total | 2,301,000 | |
Less: Current portion | (1,534,000) | |
Non-current portion of debt | $ 767,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Mar. 02, 2021 | Apr. 21, 2020 | Feb. 29, 2020 | Dec. 11, 2019 | Jul. 31, 2021 | Jan. 31, 2021 |
Line of Credit Facility [Line Items] | ||||||
Term loan | $ 2,301,000 | |||||
PPP Loan forgiven | 2,301,000 | |||||
Accrued interest forgiveness | $ 26,000 | |||||
Loan and Security Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Term loan | $ 4,000,000 | |||||
Revolving line of credit | $ 2,000,000 | |||||
Term loan | $ 4,000,000 | |||||
Line of credit facility description | The revolving credit facility had a maturity date of twenty-four months and advances bore interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.25% or (b) 6.25%. The revolving credit facility could be advanced based upon 80% of eligible accounts receivable, as defined in the Loan and Security Agreement. | |||||
Amended and Restated Loan and Security Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving line of credit | $ 3,000,000 | |||||
Line of credit facility description | Additionally, the Company’s Bank EBITDA, measured on a monthly basis over a trailing three-month period then ended, could not deviate by more than 30% or $300,000. The Amended Loan and Security Agreement facility bore interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.00%, with a “floor” Prime Rate of 4.0%. | |||||
Paycheck Protection Program [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Term loan | $ 2,301,000 | |||||
Debt interest rate | 1.00% |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX (EXPENSE) BENEFIT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Current tax benefit (expense): | ||||
Federal | $ 603,000 | |||
State | (5,000) | 130,000 | ||
Total current provision | $ (5,000) | $ 733,000 | $ (733,000) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2021 | Jan. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Expire date description | expire through fiscal 2039 | |
Effective Income Tax Rate Reconciliation, Percent | (0.20%) | |
Federal statutory income tax rates | 24.56% | |
Uncertain tax positions | $ 365,000 | $ 339,000 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forwards | 37,554,000 | |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forwards | 1,356,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forwards | 12,519,000 | |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | GEORGIA | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forwards | $ 94,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | May 24, 2021 | Feb. 25, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | May 23, 2021 | May 03, 2021 | Jan. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Proceeds from issuance of common stock | $ 16,100,000 | ||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 45,000,000 | 65,000,000 | |||
2013 Incentive Compensation Plan [Member] | Stock Options [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of additional shares authorized to issue | 2,000,000 | ||||||
Number of shares authorized to issue | 8,223,246 | 6,223,246 | |||||
180 Consulting, LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock issued for resale | 248,424 | ||||||
Underwriting Agreement [Member] | Craig-Hallum Capital Group LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 10,062,500 | ||||||
Common stock, par value | $ 0.01 | ||||||
Price per share | $ 1.60 | ||||||
Proceeds from issuance of common stock | $ 16,100,000 | ||||||
Underwriting Agreement [Member] | Craig-Hallum Capital Group LLC [Member] | Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares of common stock sold | 1,312,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 02, 2020 | Oct. 02, 2020 | Jul. 01, 2018 | Oct. 25, 2013 | Apr. 30, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Payments to Develop Software | $ 706,000 | $ 1,094,000 | |||||||
Software License and Royalty Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Term of licensing agreement | 15 years | ||||||||
One-time initial base royalty fee | $ 3,000,000 | ||||||||
Minimum commitment for additional royalty payments | $ 3,000,000 | ||||||||
Royalty Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Period of time over which additional royalty payments are to be made description | six and one-half years | ||||||||
Term of maintenance and service | 24 months | ||||||||
Cash payment due per royalty agreement | $ 1,000,000 | ||||||||
Settlement and Release Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Payments for cash | $ 490,000 | $ 500,000 | $ 990,000 | ||||||
Payments obligations | $ 1,000,000 | ||||||||
Master Services Agreement [Member] | 180 Consulting, LLC [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 376,839 | 128,415 | 94,848 | ||||||
Professional Fees | $ 716,000 | $ 258,000 | |||||||
Payments to Develop Software | 75,000 | ||||||||
Operating Costs and Expenses | $ 183,000 | ||||||||
Master Services Agreement [Member] | 180 Consulting, LLC [Member] | Private Placement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 128,415 |
SCHEDULE OF GAIN ON SALE OF ASS
SCHEDULE OF GAIN ON SALE OF ASSETS (Details) - USD ($) | Feb. 24, 2020 | Jul. 31, 2021 | Jan. 31, 2021 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Net Proceeds, including escrowed funds | $ 12,088,000 | ||
Accounts Receivable | (1,130,000) | ||
Prepaid Expenses | (576,000) | ||
Deferred Revenue | 4,010,000 | ||
Net tangible assets sold | 2,304,000 | ||
Capitalized software development costs | (1,772,000) | $ (5,667,000) | $ (5,945,000) |
Goodwill | (4,825,000) | $ (10,712,000) | $ (10,712,000) |
Transaction cost | (1,782,000) | ||
Gain on sale of discontinued operations | $ 6,013,000 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS OF CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Current assets of discontinued operations: Cash | $ 181,000 | $ 181,000 | |||
Current assets of discontinued operations: Accounts receivable | 587,000 | ||||
Current assets of discontinued operations | 181,000 | 181,000 | 587,000 | ||
Long-term assets of discontinued operations: Property and equipment, net | 3,000 | 3,000 | 13,000 | ||
Long-term assets of discontinued operations | 3,000 | 3,000 | 13,000 | ||
Current liabilities of discontinued operations: Accounts Payable | 181,000 | 181,000 | |||
Current liabilities of discontinued operations: Accrued expenses | 102,000 | 102,000 | 8,000 | ||
Current liabilities of discontinued operations: Deferred revenues | 587,000 | ||||
Current liabilities of discontinued operations | 283,000 | 283,000 | $ 595,000 | ||
Total revenues | 43,000 | $ 157,000 | 396 | $ 707,000 | |
Expenses: Cost of sales | 2,000 | 5,000 | 4,000 | 290,000 | |
Expenses: Transition service cost | 30,000 | 48,000 | 60,000 | 48,000 | |
Expenses: Deferred financing cost | 128,000 | ||||
Total expenses | 32,000 | 53,000 | 64,000 | 466,000 | |
Income from discontinued operations | 11,000 | 104,000 | 332,000 | 241,000 | |
Maintenance and Support [Member] | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total revenues | 412,000 | ||||
Software Service [Member] | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total revenues | 138,000 | ||||
Transition Service Fees [Member] | |||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||||
Total revenues | $ 43,000 | $ 157,000 | $ 396,000 | $ 157,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | Feb. 24, 2020 | Jul. 31, 2021 | Jan. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Escrow funds | $ 800,000 | ||
Goodwill | $ 4,825,000 | $ 10,712,000 | $ 10,712,000 |
Asset Purchase Agreement [Member] | Enterprise Content Management Business [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase price | 16,000,000 | ||
Proceeds from debt | 5,400,000 | ||
Repayment for debt | 4,000,000 | ||
Escrow funds | 800,000 | ||
Goodwill | $ 4,825,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
121G Consulting, LLC [Member] | ||||
Entity Listings [Line Items] | ||||
Consulting fees | $ 0 | $ 70,000 | $ 0 | $ 70,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 26, 2021 | Aug. 16, 2021 | Feb. 24, 2020 |
Subsequent Event [Line Items] | |||
Transaction expenses | $ 1,782,000 | ||
Subsequent Event [Member] | Base Rate [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
Floor rate | 3.25% | ||
Subsequent Event [Member] | Bridge Bank [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Discontinued extinguishment of debt | $ 3,000,000 | ||
Revolving credit facility | 0 | ||
Subsequent Event [Member] | Security Agreement [Member] | Bridge Bank [Member] | |||
Subsequent Event [Line Items] | |||
Maximium principal amount | 10,000,000 | ||
Principal repayment in second year | 500,000 | ||
Principal repayment in third year | 1,000,000 | ||
Principal repayment in fourth year | 200,000 | ||
Principal repayment in fifth year | $ 3,000,000 | ||
Subsequent Event [Member] | Mr.Shaikh [Member] | Separation Agreement [Member] | |||
Subsequent Event [Line Items] | |||
[custom:SeparationAmountPayable] | $ 670,000 | ||
Debt Instrument, Frequency of Periodic Payment | twenty-four (24) months | ||
Subsequent Event [Member] | Common Stock [Member] | Mr.Shaikh [Member] | Separation Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 83,333 | ||
Avelead Consulting LLC [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 12,000,000 | ||
Transaction expenses | 285,000 | ||
Stay Bonuses | $ 215,000 | ||
Avelead Consulting LLC [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Share acqusition | 5,021,972 |