SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in “Note 2 – Significant Accounting Policies” in the fiscal year 2022 Annual Report on Form 10-K. Users of financial information for interim periods are encouraged to refer to the notes 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 credit losses, contingent consideration, and income taxes. Actual results could differ from those estimates. Reclassification Certain amounts for the three and nine months ended October 31, 2022 were reclassified to conform to the current period classification. For the three and nine months ended October 31, 2023, the Company incurred certain acquisition-related costs related to the acquisition of Avelead totaling $ 0 44,000 2,000 141,000, The aforementioned acquisition-related costs for the three and nine months ended October 31, 2022 were previously presented in a separate, single caption and are now included in selling, general, and administrative expense in the accompanying condensed consolidated statements of operations, which is consistent with the presentation for the current period. 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. There were no transfers of assets or liabilities between Levels 1, 2, or 3 during the nine months ended October The table below provides information on the fair value of our liabilities: SCHEDULE OF FAIR VALUE OF LIABILITIES Total Fair Quoted Prices in Active Markets Significant Other Observable Inputs Significant Inputs Value (Level 1) (Level 2) (Level 3) At January 31, 2023 Acquisition earnout liability (1) $ 3,738,000 $ — $ — $ 3,738,000 At October 31, 2023 Acquisition earnout liability (1) $ 1,833,000 $ — $ — $ 1,833,333 (1) The fair value of the acquisition earnout liability is based upon a probability-weighted discounted cash flow that was completed at the date of acquisition and updated as of October 31, 2023. The change in the fair value of the acquisition earnout liability decreased $ 1,182,000 1,905,000 The fair value of the Company’s term loan and outstanding balance of the revolving line of credit under its Second Amended and Restated Loan and Security Agreement (as amended and modified, the “Second Amended and Restated Loan Agreement”) was determined through an analysis of the interest rate spread from the date of closing the loan (August 2021) to the date of the most recent balance sheets, October 31, 2023 and January 31, 2023. The term loan bears interest at a per annum rate equal to the Prime Rate (as published in The Wall Street Journal) plus 1.5 %, with a Prime “floor” rate of 3.25 %. The prime rate is variable and, thus accommodates changes in the market interest rate. However, the interest rate spread (the 1.5 % added to the Prime Rate) is fixed. We estimated the impact of the changes in the interest rate spread by analogizing the effect of the change in the published “Corporate Bond Rates,” reduced for any changes in the market interest rate. This provided us with an estimated change to the interest rate spread of approximately 0.5 % from (i) the date we entered the Second Amended and Restated Loan Agreement for the term loan or (ii) the date of each draw on the revolving line of credit to the end of the fiscal third quarter, October 31, 2023, and end of the fiscal year, January 31, 2023. The fair value of the debt as of October 31, 2023 and January 31, 2023 was estimated to be $ 9,054,000 and $ 9,550,000 , respectively, or a discount to book value of $ 196,000 and $ 200,000 , respectively. 488,000 0 12,000 0 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 and consulting services. We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by type and nature of revenue stream: SCHEDULE OF DISAGGREGATION OF REVENUE October 31, 2023 October 31, 2022 October 31, 2023 October 31, 2022 Three Months Ended Nine Months Ended October 31, 2023 October 31, 2022 October 31, 2023 October 31, 2022 Over time revenue $ 6,133,000 $ 6,217,000 $ 17,161,000 $ 18,021,000 Point in time revenue — — 74,000 123,000 Total revenue $ 6,133,000 $ 6,217,000 $ 17,235,000 $ 18,144,000 The Company includes revenue categories of (i) over time and (ii) point in time revenue. The Company includes revenue categories of (i) SaaS, (ii) maintenance and support, (iii) professional services, and (iv) audit services as over time revenue. For point in time revenue, the performance obligation is recognized as the point in time when the obligation is fully satisfied. The Company includes (i) software licenses as point in time revenue. 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. During the nine months ended October 6,772,000 23,045,000 October the Company expects to recognize approximately 56% over the next 12 months and the remainder thereafter. Deferred costs (costs to fulfill a contract and contract acquisition costs) The Company defers 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 October 98,000 94,000 235,000 176,000 24,000 22,000 October 59,000 62,000 October Contract acquisition costs, which consist of sales commissions paid or payable, are 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, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs is expected to be one year or less. As of October 1,195,000 1,534,000 1,238,000 820,000 selling, general and administrative expense 129,000 110,000 October October 383,000 298,000 35,000 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, and forfeitures are recognized as incurred. 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 for the three and nine months ended October 517,000 1,626,000 60,000 176,000 555,000 1,212,000 October 260,000 The fair value of stock options granted are 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. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor and expected term). 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 closing price per share on the grant date. For the three and nine months ended October 45,000 and 1,130,000 shares of restricted common stock to employees, respectively, compared to 65,000 and 865,000 shares of restricted common stock for the three and nine months ended October October 0 and 258,621 shares of restricted common stock to the Board of Directors, respectively, compared to 0 and 200,731 shares of restricted common stock for the three and nine months ended October October 131,054 and 359,080 shares of restricted common stock to consultants, respectively, compared to 53,836 and 187,937 shares of restricted common stock for the three and nine months ended October 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 6 – 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. The Company believes it has appropriately accounted for any uncertain tax positions as of October 31, 2023. Net 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. 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 loss per share of common stock for the three and nine months ended October SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK October 31, 2023 October 31, 2022 October 31, 2023 October 31, 2022 Three Months Ended Nine Months Ended October 31, 2023 October 31, 2022 October 31, 2023 October 31, 2022 Basic and diluted loss per share: Net loss $ (11,911,000 ) $ (3,138,000 ) $ (17,327,000 ) $ (9,197,000 ) Basic and diluted net loss per share of common stock from operations $ (0.21 ) $ (0.07 ) $ (0.31 ) $ (0.19 ) Weighted average shares outstanding – basic and diluted (1)(2) 56,710,335 47,730,009 56,346,300 47,329,923 Weighted average shares outstanding - basic 56,710,335 47,730,009 56,346,300 47,329,923 (1) Includes the effect of vested and excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of October 31, 2023 and 2022, there were 1,980,471 1,501,031 (2) Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three and nine months ended October 31, 2023, diluted earnings per share excludes 418,836 1,980,471 628,958 1,501,031 Restructuring On October 16, 2023, the Company announced it was executing a strategic restructuring designed to reduce expenses while maintaining the Company’s ability to expand its SaaS business. The strategic restructuring initiatives included a reduction in force, resulting in the termination of 26 employees, approximately 24 % of the Company’s workforce. To execute the strategic restructuring, the Company estimates the one-time restructuring costs associated with the workforce reduction to be approximately $ 900,000, and the Company expects the expenses associated with the strategic restructuring to be substantially recognized by the end of fiscal year 2023. The estimated costs pertain to severance and other employee termination-related costs and various professional fees the Company may require to assist with execution of the strategic restructuring. The following is a reconciliation of the strategic restructuring liability that is reflected on the Company’s condensed consolidated balance sheet under “Accrued expenses”. SCHEDULE OF RECONCILIATION OF THE RESTRUCTURING LIABILITY (in thousands) As of October 31, 2023 Accrued Balance as of January 31, 2023 2023 Expenses to Date 2023 Cash Payments Accrued Balance as of October 31, 2023 Total Costs Incurred to Date Total Expected Costs Severance expense Cost of sales $ — $ 154 $ — $ 154 $ 154 $ 154 Selling, general, and administrative — 350 — 350 350 350 Research and development — 227 — 227 227 227 Total severance expense $ — $ 731 $ — $ 731 $ 731 $ 731 Professional fees — 18 — 18 18 $ 169 Total $ — $ 749 $ — $ 749 $ 749 900 Non-Cash Items For the three and nine months ended October 31, 2023, the Company recorded capitalized software purchased with stock, totaling $ 60,000 176,000 Accounting Pronouncements Recently Adopted On February 1, 2023, the Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 132,000 96,000 36,000 SCHEDULE OF ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED January 31, 2023 CECL Adoption Provision adjustments Write-offs & Recoveries October 31, 2023 Allowance for credit losses $ ( 132,000 ) $ 36,000 — — $ ( 96,000 ) For the period ended October October Recent Accounting Pronouncements Not Yet Adopted The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |