Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2023 | Dec. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
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 | 2400 Old Milton Pkwy. | |
Entity Address, Address Line Two | Box 1353 | |
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, $0.01 par value per share | |
Trading Symbol | STRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,829,461 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,557,000 | $ 6,598,000 |
Accounts receivable, net of allowance for credit losses of $94,000 and $132,000, respectively | 3,653,000 | 7,719,000 |
Contract receivables | 763,000 | 960,000 |
Prepaid and other current assets | 742,000 | 710,000 |
Total current assets | 7,715,000 | 15,987,000 |
Non-current assets: | ||
Property and equipment, net of accumulated amortization of $278,000 and $246,000 respectively | 94,000 | 79,000 |
Right-of use asset for operating lease | 32,000 | |
Capitalized software development costs, net of accumulated amortization of $7,560,000 and $6,224,000, respectively | 6,248,000 | 5,846,000 |
Intangible assets, net of accumulated amortization of $3,978,000 and $2,627,000, respectively | 12,479,000 | 14,793,000 |
Goodwill | 13,276,000 | 23,089,000 |
Other | 1,293,000 | 1,695,000 |
Total non-current assets | 33,390,000 | 45,534,000 |
Total assets | 41,105,000 | 61,521,000 |
Current liabilities: | ||
Accounts payable | 736,000 | 626,000 |
Accrued expenses | 2,883,000 | 3,265,000 |
Current portion of term loan | 1,250,000 | 750,000 |
Deferred revenues | 5,983,000 | 8,361,000 |
Current portion of operating lease obligation | 35,000 | |
Acquisition earnout liability | 1,833,000 | 3,738,000 |
Total current liabilities | 12,685,000 | 16,775,000 |
Non-current liabilities: | ||
Term loan, net of current portion and deferred financing costs | 8,042,000 | 8,964,000 |
Line of credit | 500,000 | |
Deferred revenues, less current portion | 127,000 | 167,000 |
Other non-current liabilities | 104,000 | |
Total non-current liabilities | 8,669,000 | 9,235,000 |
Total liabilities | 21,354,000 | 26,010,000 |
Commitments and contingencies – Note 8 | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value per share, 85,000,000 shares authorized; 58,793,990 and 57,567,210 shares issued and outstanding, respectively | 588,000 | 576,000 |
Additional paid in capital | 133,492,000 | 131,973,000 |
Accumulated deficit | (114,329,000) | (97,038,000) |
Total stockholders’ equity | 19,751,000 | 35,511,000 |
Total liabilities and stockholders’ equity | $ 41,105,000 | $ 61,521,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 94,000 | $ 132,000 |
Accumulated amortization, property and equipment | 278,000 | 246,000 |
Accumulated amortization, capitalized software development costs | 7,560,000 | 6,224,000 |
Accumulated amortization, intangible assets | $ 3,978,000 | $ 2,627,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 85,000,000 | 85,000,000 |
Common stock, shares issued | 58,793,990 | 57,567,210 |
Common stock, shares outstanding | 58,793,990 | 57,567,210 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | ||
Revenues: | |||||
Total revenues | $ 6,133,000 | $ 6,217,000 | $ 17,235,000 | $ 18,144,000 | |
Operating expenses: | |||||
Selling, general and administrative expense | 4,122,000 | 4,055,000 | 12,079,000 | 12,629,000 | |
Research and development | 1,304,000 | 1,754,000 | 4,310,000 | 4,527,000 | |
Impairment of goodwill | 9,813,000 | 9,813,000 | |||
Impairment of long-lived assets | 963,000 | 963,000 | |||
Total operating expenses | 19,080,000 | 9,379,000 | 35,776,000 | 27,139,000 | |
Operating loss | (12,947,000) | (3,162,000) | (18,541,000) | (8,995,000) | |
Other (expense) income: | |||||
Interest expense | (266,000) | (198,000) | (781,000) | (519,000) | |
Acquisition earnout valuation adjustments | 1,182,000 | 163,000 | 1,905,000 | 188,000 | |
Other | 68,000 | 31,000 | 151,000 | ||
Loss before income taxes | (12,031,000) | (3,129,000) | (17,386,000) | (9,175,000) | |
Income tax benefit (expense) | 120,000 | (9,000) | 59,000 | (22,000) | |
Net loss | $ (11,911,000) | $ (3,138,000) | $ (17,327,000) | $ (9,197,000) | |
Basic and Diluted Earnings Per Share: | |||||
Net loss per common share - basic | $ (0.21) | $ (0.07) | $ (0.31) | $ (0.19) | |
Net loss per common share - diluted | $ (0.21) | $ (0.07) | $ (0.31) | $ (0.19) | |
Weighted average number of common shares - basic | [1],[2] | 56,710,335 | 47,730,009 | 56,346,300 | 47,329,923 |
Weighted average number of common shares - diluted | [1],[2] | 56,710,335 | 47,730,009 | 56,346,300 | 47,329,923 |
Software as a Service [Member] | |||||
Revenues: | |||||
Total revenues | $ 3,924,000 | $ 3,209,000 | $ 10,630,000 | $ 9,157,000 | |
Operating expenses: | |||||
Cost of goods and services | 1,677,000 | 1,742,000 | 5,159,000 | 4,771,000 | |
Maintenance and Support [Member] | |||||
Revenues: | |||||
Total revenues | 1,070,000 | 1,120,000 | 3,327,000 | 3,348,000 | |
Operating expenses: | |||||
Cost of goods and services | 129,000 | 84,000 | 250,000 | 220,000 | |
Professional Fees and Licenses [Member] | |||||
Revenues: | |||||
Total revenues | 1,139,000 | 1,888,000 | 3,278,000 | 5,639,000 | |
Operating expenses: | |||||
Cost of goods and services | $ 1,072,000 | $ 1,744,000 | $ 3,202,000 | $ 4,992,000 | |
[1]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 1,980,471 1,501,031 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Jan. 31, 2022 | $ 478,000 | $ 119,225,000 | $ (85,659,000) | $ 34,044,000 |
Balance, shares at Jan. 31, 2022 | 47,840,950 | |||
Restricted stock issued | $ 4,000 | (4,000) | ||
Restricted stock issued, shares | 408,031 | |||
Restricted stock forfeited | ||||
Restricted stock forfeited, shares | (63,900) | |||
Surrender of shares | $ (1,000) | (140,000) | (141,000) | |
Surrender of shares, shares | (95,701) | |||
Share-based compensation | 326,000 | 326,000 | ||
Net loss | (2,787,000) | (2,787,000) | ||
Balance at Apr. 30, 2022 | $ 481,000 | 119,407,000 | (88,446,000) | 31,442,000 |
Balance, shares at Apr. 30, 2022 | 48,089,380 | |||
Balance at Jan. 31, 2022 | $ 478,000 | 119,225,000 | (85,659,000) | 34,044,000 |
Balance, shares at Jan. 31, 2022 | 47,840,950 | |||
Net loss | (9,197,000) | |||
Balance at Oct. 31, 2022 | $ 551,000 | 128,469,000 | (94,856,000) | 34,164,000 |
Balance, shares at Oct. 31, 2022 | 55,130,334 | |||
Balance at Apr. 30, 2022 | $ 481,000 | 119,407,000 | (88,446,000) | 31,442,000 |
Balance, shares at Apr. 30, 2022 | 48,089,380 | |||
Restricted stock issued | $ 7,000 | (7,000) | ||
Restricted stock issued, shares | 726,801 | |||
Restricted stock forfeited | ||||
Restricted stock forfeited, shares | (20,000) | |||
Share-based compensation | 331,000 | 331,000 | ||
Net loss | (3,272,000) | (3,272,000) | ||
Exercise of stock options | 6,000 | 6,000 | ||
Exercise of Stock Options, shares | 5,000 | |||
Balance at Jul. 31, 2022 | $ 488,000 | 119,737,000 | (91,718,000) | 28,507,000 |
Balance, shares at Jul. 31, 2022 | 48,801,181 | |||
Restricted stock issued | $ 1,000 | (1,000) | ||
Restricted stock issued, shares | 118,836 | |||
Restricted stock forfeited | $ (1,000) | 1,000 | ||
Restricted stock forfeited, shares | (75,200) | |||
Surrender of shares | (24,000) | (24,000) | ||
Surrender of shares, shares | (14,472) | |||
Share-based compensation | 555,000 | 555,000 | ||
Net loss | (3,138,000) | (3,138,000) | ||
Issuance of common stock | $ 63,000 | 8,253,000 | 8,316,000 | |
Issuance of Common Stock, shares | 6,299,989 | |||
Offering expenses | (52,000) | (52,000) | ||
Balance at Oct. 31, 2022 | $ 551,000 | 128,469,000 | (94,856,000) | 34,164,000 |
Balance, shares at Oct. 31, 2022 | 55,130,334 | |||
Balance at Jan. 31, 2023 | $ 576,000 | 131,973,000 | (97,038,000) | 35,511,000 |
Balance, shares at Jan. 31, 2023 | 57,567,210 | |||
Restricted stock issued | $ 12,000 | (12,000) | ||
Restricted stock issued, shares | 1,185,927 | |||
Restricted stock forfeited | $ (1,000) | 1,000 | ||
Restricted stock forfeited, shares | (28,400) | |||
Surrender of shares | $ (1,000) | (178,000) | (179,000) | |
Surrender of shares, shares | (88,326) | |||
Share-based compensation | 595,000 | 595,000 | ||
Adoption of ASU 2016-13 | 36,000 | 36,000 | ||
Net loss | (2,901,000) | (2,901,000) | ||
Balance at Apr. 30, 2023 | $ 586,000 | 132,379,000 | (99,903,000) | 33,062,000 |
Balance, shares at Apr. 30, 2023 | 58,636,411 | |||
Balance at Jan. 31, 2023 | $ 576,000 | 131,973,000 | (97,038,000) | 35,511,000 |
Balance, shares at Jan. 31, 2023 | 57,567,210 | |||
Net loss | (17,327,000) | |||
Balance at Oct. 31, 2023 | $ 588,000 | 133,492,000 | (114,329,000) | 19,751,000 |
Balance, shares at Oct. 31, 2023 | 58,793,990 | |||
Balance at Apr. 30, 2023 | $ 586,000 | 132,379,000 | (99,903,000) | 33,062,000 |
Balance, shares at Apr. 30, 2023 | 58,636,411 | |||
Restricted stock issued | $ 4,000 | (4,000) | ||
Restricted stock issued, shares | 385,720 | |||
Restricted stock forfeited | $ (1,000) | 1,000 | ||
Restricted stock forfeited, shares | (77,000) | |||
Surrender of shares | (73,000) | (73,000) | ||
Surrender of shares, shares | (50,060) | |||
Share-based compensation | 630,000 | 630,000 | ||
Net loss | (2,515,000) | (2,515,000) | ||
Balance at Jul. 31, 2023 | $ 589,000 | 132,933,000 | (102,418,000) | 31,104,000 |
Balance, shares at Jul. 31, 2023 | 58,895,071 | |||
Restricted stock issued | $ 2,000 | (2,000) | ||
Restricted stock issued, shares | 176,054 | |||
Restricted stock forfeited | $ (2,000) | 2,000 | ||
Restricted stock forfeited, shares | (239,100) | |||
Surrender of shares | $ (1,000) | (18,000) | (19,000) | |
Surrender of shares, shares | (38,035) | |||
Share-based compensation | 577,000 | 577,000 | ||
Net loss | (11,911,000) | (11,911,000) | ||
Balance at Oct. 31, 2023 | $ 588,000 | $ 133,492,000 | $ (114,329,000) | $ 19,751,000 |
Balance, shares at Oct. 31, 2023 | 58,793,990 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (17,327,000) | $ (9,197,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,264,000 | 3,272,000 |
Acquisition earnout valuation adjustments | (1,905,000) | (188,000) |
Benefit for deferred income taxes | (104,000) | |
Share-based compensation expense | 1,626,000 | 1,212,000 |
Impairment of goodwill | 9,813,000 | |
Impairment of long-lived assets | 963,000 | |
Provision for credit losses | 21,000 | |
Changes in assets and liabilities: | ||
Accounts and contract receivables | 4,299,000 | 492,000 |
Other assets | (65,000) | (868,000) |
Accounts payable | 109,000 | (373,000) |
Accrued expenses and other liabilities | (417,000) | 1,159,000 |
Deferred revenue | (2,417,000) | (251,000) |
Net cash used in operating activities | (2,161,000) | (4,721,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (47,000) | (10,000) |
Capitalization of software development costs | (1,562,000) | (1,435,000) |
Net cash used in investing activities | (1,609,000) | (1,445,000) |
Cash flows from financing activities: | ||
Repayment of bank term loan | (500,000) | (125,000) |
Proceeds from line of credit | 500,000 | |
Proceeds from issuance of common stock | 8,316,000 | |
Payments for costs directly attributable to the issuance of common stock | (52,000) | |
Payments related to settlement of employee share-based awards | (271,000) | (165,000) |
Other | 6,000 | |
Net cash (used in) provided by financing activities | (271,000) | 7,980,000 |
Net (decrease) increase in cash and cash equivalents | (4,041,000) | 1,814,000 |
Cash and cash equivalents at beginning of period | 6,598,000 | 9,885,000 |
Cash and cash equivalents at end of period | $ 2,557,000 | $ 11,699,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||||||||
Net Income (Loss) Attributable to Parent | $ (11,911,000) | $ (2,515,000) | $ (2,901,000) | $ (3,138,000) | $ (3,272,000) | $ (2,787,000) | $ (17,327,000) | $ (9,197,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Oct. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION Streamline Health Solutions, Inc. and each of its wholly-owned subsidiaries, Streamline Health, LLC, Avelead Consulting, LLC, Streamline Consulting Solutions, LLC and Streamline Pay & Benefits, 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 & Clinical Documentation Improvement (CDI) solutions, eValuator coding analysis platform, RevID, and other workflow software applications and the use of such applications by software as a service (“SaaS”). The Company also provides audit services to help clients 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. Operating results for the three and nine months ended October The Company has one operating segment and one reporting unit due to the singular nature of our products, product development and distribution process, and client base as a provider of computer software-based solutions and services for acute-care healthcare providers. 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. Going Concern The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. To date, the Company has not generated sufficient revenues to allow it to generate cash flow from operations. The Company has historically accumulated losses and used cash from its financing activities to supplement its operations. Further, the Company’s current forecast projects the Company will not be able to maintain compliance with certain of its financial covenants under its current credit agreement in the next twelve months. T In view of these matters, continuation as a going concern is dependent upon the Company’s ability to achieve cash from operations and raise additional debt or equity capital to fund its ongoing operations. The Company expects to generate positive operating cash flow in the next two fiscal quarters based upon executed contracts which it expects to be fully implemented. As of October 31, 2023, the Company had approximately $ 9.75 1.25 The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
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. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Oct. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE 3 — BUSINESS COMBINATION Avelead Acquisition The Company acquired all the equity interests of Avelead Consulting, LLC (“Avelead”) as part of the Company’s strategic expansion into the acute-care health care revenue cycle management industry (the “Transaction”). The Transaction was completed on August 16, 2021. On November 21, 2022, the Company made cash payments of $ 2,012,000 1,871,037 0.01 5,000,000 1,214,000 1,589,342 0.01 1,833,000 |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Oct. 31, 2023 | |
Operating Leases | |
OPERATING LEASES | NOTE 4 — 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 and 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. Alpharetta Office Lease On October 1, 2021, the Company entered into an agreement with a third-party to sublease its office space in Alpharetta, Georgia. The sublease term was for 18 292,000 0 32,000 49,000 145,000 The Company entered into a lease for office space in Alpharetta, Georgia, on March 1, 2020. The lease terminated on March 31, 2023. At inception, the Company recorded a right-of use asset of $ 540,000 , and related current and long-term operating lease obligation in the accompanying consolidated balance sheet. The Company used a discount rate of 6.5 % to determine the lease liability. For the three and nine months ended October 31, 2023, the Company had lease operating costs of approximately $ 0 32,000 48,000 145,000 Suwanee Office Lease Upon acquiring Avelead on August 16, 2021 (refer to Note 3 – Business Combination), the Company assumed an operating lease agreement for the corporate office space of Avelead. The lessor is an entity controlled by one of the sellers of Avelead and that seller is a former employee of the Company. The initial 36-month term lease commenced March 1, 2019 and expired on February 28, 2022 0 6,000 18,000 55,000 |
DEBT
DEBT | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 — DEBT Outstanding principal balances consisted of the following at: SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES October 31, 2023 January 31, 2023 Term loan $ 9,250,000 $ 9,750,000 Financing cost payable 120,000 69,000 Deferred financing cost (78,000 ) (105,000 ) Total 9,292,000 9,714,000 Less: Current portion of term loan (1,250,000 ) (750,000 ) Non-current portion of term loan 8,042,000 8,964,000 Non-current portion of line of credit 500,000 — Total non-current portion of debt $ 8,542,000 $ 8,964,000 Term Loan and Revolving Line of Credit On November 29, 2022, the Company executed a Second Modification to Second Amended and Restated Loan Agreement (the “Second Modification”). The Second Modification includes an expansion of the Company’s total borrowing to include a $ 2,000,000 1.5 3.25 October 0 500,000 Under the Second Amended and Restated Loan Agreement, the Company has a term loan facility with an initial maximum principal amount of $ 10,000,000 1.5 3.25 500,000 1,000,000 2,000,000 3,000,000 The Second Amended and Restated Loan Agreement includes customary financial covenants as follows: ● Minimum Cash Borrowers shall, at all times, maintain unrestricted cash of Borrowers at Bank in an amount not less than Two Million Dollars ($2,000,000). ● Maximum Debt to ARR Ratio SCHEDULE OF MAXIMUM DEBT TO ARR RATIO Quarter Ending Maximum Debt to ARR Ratio October 31, 2022 0.80 1.00 January 31, 2023 0.70 1.00 April 30, 2023 0.65 1.00 July 31, 2023 0.60 1.00 October 31, 2023 0.55 1.00 January 31, 2024 0.50 1.00 ● Maximum Debt to Adjusted EBITDA Ratio SCHEDULE OF MAXIMUM DEBT TO ADJUSTED EBITDA RATIO Quarter Ending Maximum Debt to Adjusted EBITDA Ratio April 30, 2024 3.50 1.00 July 31, 2024 and on the last day of each quarter thereafter 2.00 1.00 ● Fixed Charge Coverage Ratio 1.20 1.00 The Second Amended and Restated Loan Agreement also includes customary 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. Substantially all the assets of the Company are collateralized by the Second Amended and Restated Loan Agreement. For the periods ended January 31, 2023 and October 31, 2023, the Company was in compliance with the Second Amended and Restated Loan Agreement covenants. However, the Company’s current forecast projects the Company may not be able to maintain compliance with certain of its financial covenants under the Second Amended and Restated Loan Agreement in the future. The Company is forecasted to miss certain future covenants. See Note 1 – Basis of Presentation for detail regarding the Company’s assessment as a going concern. The Company records costs related to the maintenance of the Second Amended and Restated Loan Agreement as deferred financing costs, net of the term loan. These deferred financing costs are being amortized over the remaining term of the loan. The Company has incurred $ 250,000 250,000 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 — INCOME TAXES Income tax benefit increased to $ 59,000 for the nine months ended October 31, 2023 compared to expense of $ 22,000 in the prior year comparable period. 0 25 The Company has recorded $ 340,000 333,000 October 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, 2019. All material state and local income tax matters have been concluded for years through January 31, 2018. The Company is no longer subject to IRS examination for periods prior to the tax year ended January 31, 2019; however, carryforward losses that were generated prior to the tax year ended January 31, 2019 may still be adjusted by the IRS if they are used in a future period. |
EQUITY
EQUITY | 9 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 7 — EQUITY Capital Raise On October 24, 2022, the Company entered into purchase agreements with certain investors pursuant to which the Company agreed to issue and sell in a registered direct offering (the “2022 Offering”) an aggregate of 6,299,989 0.01 1.32 8,316,000 Registration of Shares Issued to 180 Consulting On June 22, 2022, the Company filed a Registration Statement on Form S-3 (Registration No. 333-265773) for the purpose of registering for resale 272,653 On June 28, 2023, the Company filed a Registration Statement on Form S-3 (Registration No. 333-272993) for purpose of registering for resale 394,127 Authorized Shares Increase At the Annual Meeting of Stockholders held on June 7, 2022, 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 8,223,246 10,223,246 65,000,000 85,000,000 At the Annual Meeting of Stockholders held on June 15, 2023, the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the available number of shares of the Company’s common stock authorized for issuance thereunder by 1,000,000 10,223,246 11,223,246 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Oct. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Consulting Agreement with 180 Consulting, LLC 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 in support of eValuator products including product management, operational consulting, staff augmentation, internal systems platform integration and software engineering services, among others, through separate executed statements of work (“SOWs”). On September 20, 2021, the Company entered into a separate MSA in support of Avelead products. Certain of the SOWs include the ability of 180 Consulting to earn common stock of the company at a conversion rate to be calculated 20 days after the execution of the related SOW. 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 the Company under the MSA and the SOWs may share workspace and administrative costs with 121G Consulting, LLC (“121G”). Mr. Green is a “member” of 121G, and, accordingly, has a financial interest in that entity. 180 Consulting earned 100,037 358,190 1,273,394 183,284 293,190 639,000 2,558,000 60,000 176,000 751,000 1,781,000 Inclusive of the MSA executed with 180 Consulting are SOWs that provide for the Company to sublicense software through 180 Consulting that is owned by 121G. This is a services agreement for access to software that assists the Company in implementing and integrating with our clients’ technology. The license agreement is designed such that there is no material financial benefit that accrues to 121G. 180 Consulting licenses the software from 121G at cost. The Company paid approximately $ 87,000 468,000 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Oct. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 9 — GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess cost over fair value of the net assets of acquired businesses and is not amortized. The Company performs an impairment assessment of goodwill annually during the fourth quarter of its fiscal year with a valuation date of November 1, or more frequently if a triggering event occurs. The Company’s intangible assets consist of client relationships, acquired and developed technology, and trade names. These assets are recorded at cost, less accumulated amortization and impairment, if any. All the Company’s intangible assets are definite lived and amortized on a straight-line basis over their estimated useful lives. Subsequent testing of intangible assets is conducted when a triggering event occurs that would indicate impairment may exist. In October 2023, the Company was notified by a legacy client of its intent to not renew its contract as of its end date on December 31, 2023. At that time, the Company elected to accelerate the execution of a planned strategic restructuring that was designed to reduce costs while maintaining the Company’s ability to expand its SaaS business. Both the client termination and the execution of the strategic restructuring were announced on October 16, 2023. Following these announcements, the Company’s share price declined significantly. Based on these events (collectively, the “Triggering Events”), the Company identified indicators of possible impairment and initiated testing using a valuation date of October 31, 2023. The impairment tests were conducted under guidance of ASC Topic 360, Impairment and Disposal of Long-Lived Assets (“ASC 360”) for certain long-lived assets, including capitalized contract costs, developed technology, client relationships and trade names, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”) with respect to the reporting unit’s goodwill. Goodwill The changes in the carrying amount of goodwill were as follows: SCHEDULE OF CARRYING AMOUNT OF GOODWILL Nine Months Ended October 31, 2023 Balance as of January 31, 2023 $ 23,089,000 Impairment (9,813,000 ) Balance as of October 31, 2023 $ 13,276,000 The Company determined that effective January 31, 2023, it had one reporting unit for purposes of evaluation of goodwill. Based on the Triggering Events and in conjunction with its preparation of its financial statements for the three and nine months ended October 31, 2023, the Company tested the reporting unit’s goodwill for possible impairment as of October 31, 2023. The testing for impairment was performed under the guidance of ASC 360. The testing utilized a discounted debt-free net cash flow (“DCF”) method under the income approach and the market capitalization method (“MCM”) under the market approach. The sum of the weighted values of each method was used to derive the fair value of the Company’s equity. The MCM calculates the aggregate market value of the Company based on the total number of shares outstanding and the current market price of the shares as of the valuation date. Data on similar mergers and acquisitions within healthcare technology are observed to determine control premium that represents a stock premium percentage offered by an acquirer to a public company. The control premium applied to the aggregate market value represents MCM calculated fair value. The DCF incorporates the use of projected financial information and a discount rate using a weighted average cost of capital with cost of equity estimated based on the capital asset pricing model. The cash-flow projections are based on financial forecasts developed by management that include forecasts of future operating results based on internal budgets and strategic plans to invest in working capital to support anticipated revenue growth. External factors and business conditions are considered by management when setting the long-term growth rates. The selected discount rate considers the risk and nature of the reporting unit’s cash flows and the rates of return market participants would require to invest their capital in the Company. The Company concluded that its goodwill was impaired based on the weighted combination of the DCF and MCM value estimates which resulted in a calculated fair value lower than the equity carrying value. The Company recorded an impairment of goodwill in the amount of $ 9,813,000 Intangible Assets The changes in the carrying amounts of the Company’s finite-lived assets were as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS October 31, 2023 Estimated Useful Life Gross Assets Accumulated Amortization Impairment Net Assets Finite-lived assets: Client relationships 8 10 $ 9,700,000 $ 2,216,000 $ 963,000 $ 6,521,000 Internally developed software 9 6,380,000 1,565,000 — $ 4,815,000 Trademarks and tradenames 15 1,340,000 197,000 — $ 1,143,000 Total $ 17,420,000 $ 3,978,000 963,000 $ 12,479,000 ASC 360 defines a multi-step process to test long-lived assets, including intangible assets, for recoverability that if failed would indicate impairment. First, the Company must consider whether indicators of impairment of long-lived assets are present, which the Company determined the Triggering Events in conjunction with preparation of its financial statements for the three and nine months ended October 31, 2023 provided such indication. Next, the Company must review the long-lived assets to define asset group(s) that would reflect the lowest level of assets to which discrete cash flows are identifiable. In performing this review, the Company identified that the long-lived asset “client relationships” related to Avelead should be classified as abandoned (the “Abandoned Asset”) with the Company determining that it no longer has plans to provide the corresponding consulting service. The Abandoned Asset’s carrying value would need to be set to its salvage value which would be zero given no future cash flows. The Company determined the lowest level of discrete cash flows is at the reporting unit level, and all remaining long-lived assets (excluding the Abandoned Asset) and goodwill would represent its only asset group. Recoverability is assessed by comparing that the sum of the discrete undiscounted cash flows exceeds the carrying value of the asset group. The undiscounted cash flow projections are based on 8-year (representing the useful life of the primary asset in the asset group) financial forecasts developed by management that include forecasts of future operating results based on internal budgets and strategic plans to investment in working capital to support anticipated revenue growth. The undiscounted cash flows for the long-lived assets were above the carrying amounts indicating that the long-lived asset group is recoverable and no further impairment to long-lived assets exists as of October 31, 2023. For the three-month period ended October 31, 2023, the Company recorded $ 963,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS Refer to Note 3 – Business Combination. The Company acquired Avelead on August 16, 2021. Accordingly, the Company assumed a lease for corporate office space from a selling equity-holder of Avelead that is a former employee of the Company. This lease term ended February 2023. For the three and nine months ended October 31, 2023, the Company recorded rent expense of $ 0 6,000 18,000 55,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Oct. 31, 2023 | |
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 credit losses, contingent consideration, and income taxes. Actual results could differ from those estimates. |
Reclassification | 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 | 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 | 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 | 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 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 | 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 | 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 | 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 | 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 | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES | 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 |
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 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 |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK | 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 |
SCHEDULE OF RECONCILIATION OF THE RESTRUCTURING LIABILITY | 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 |
SCHEDULE OF ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED | 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 ) |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES | Outstanding principal balances consisted of the following at: SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES October 31, 2023 January 31, 2023 Term loan $ 9,250,000 $ 9,750,000 Financing cost payable 120,000 69,000 Deferred financing cost (78,000 ) (105,000 ) Total 9,292,000 9,714,000 Less: Current portion of term loan (1,250,000 ) (750,000 ) Non-current portion of term loan 8,042,000 8,964,000 Non-current portion of line of credit 500,000 — Total non-current portion of debt $ 8,542,000 $ 8,964,000 |
SCHEDULE OF MAXIMUM DEBT TO ARR RATIO | SCHEDULE OF MAXIMUM DEBT TO ARR RATIO Quarter Ending Maximum Debt to ARR Ratio October 31, 2022 0.80 1.00 January 31, 2023 0.70 1.00 April 30, 2023 0.65 1.00 July 31, 2023 0.60 1.00 October 31, 2023 0.55 1.00 January 31, 2024 0.50 1.00 |
SCHEDULE OF MAXIMUM DEBT TO ADJUSTED EBITDA RATIO | SCHEDULE OF MAXIMUM DEBT TO ADJUSTED EBITDA RATIO Quarter Ending Maximum Debt to Adjusted EBITDA Ratio April 30, 2024 3.50 1.00 July 31, 2024 and on the last day of each quarter thereafter 2.00 1.00 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Oct. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CARRYING AMOUNT OF GOODWILL | The changes in the carrying amount of goodwill were as follows: SCHEDULE OF CARRYING AMOUNT OF GOODWILL Nine Months Ended October 31, 2023 Balance as of January 31, 2023 $ 23,089,000 Impairment (9,813,000 ) Balance as of October 31, 2023 $ 13,276,000 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | The changes in the carrying amounts of the Company’s finite-lived assets were as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS October 31, 2023 Estimated Useful Life Gross Assets Accumulated Amortization Impairment Net Assets Finite-lived assets: Client relationships 8 10 $ 9,700,000 $ 2,216,000 $ 963,000 $ 6,521,000 Internally developed software 9 6,380,000 1,565,000 — $ 4,815,000 Trademarks and tradenames 15 1,340,000 197,000 — $ 1,143,000 Total $ 17,420,000 $ 3,978,000 963,000 $ 12,479,000 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Accounting Policies [Abstract] | ||
Total outstanding debt amount | $ 9,750,000 | |
Current portion of term loan | $ 1,250,000 | $ 750,000 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 | |
Platform Operator, Crypto-Asset [Line Items] | |||
Acquisition earn out liability fair value, observable inputs | [1] | $ 1,833,000 | $ 3,738,000 |
Fair Value, Inputs, Level 1 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Acquisition earn out liability fair value, observable inputs | [1] | ||
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Acquisition earn out liability fair value, observable inputs | [1] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Acquisition earn out liability fair value, observable inputs | [1] | $ 1,833,333 | $ 3,738,000 |
[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 |
SCHEDULE OF FAIR VALUE OF LIA_2
SCHEDULE OF FAIR VALUE OF LIABILITIES (Details) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 | Oct. 31, 2023 | |
Accounting Policies [Abstract] | ||
Change in the fair value of the acquisition earnout liability | $ 1,182,000 | $ 1,905,000 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 6,133,000 | $ 6,217,000 | $ 17,235,000 | $ 18,144,000 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,133,000 | 6,217,000 | 17,161,000 | 18,021,000 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 74,000 | $ 123,000 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Oct. 31, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | ||
Accounting Policies [Abstract] | |||||||||
Net loss | $ (11,911,000) | $ (2,515,000) | $ (2,901,000) | $ (3,138,000) | $ (3,272,000) | $ (2,787,000) | $ (17,327,000) | $ (9,197,000) | |
Basic net loss per share of common stock from operations | $ (0.21) | $ (0.07) | $ (0.31) | $ (0.19) | |||||
Diluted net loss per share of common stock from operations | $ (0.21) | $ (0.07) | $ (0.31) | $ (0.19) | |||||
Weighted average shares outstanding - basic | [1],[2] | 56,710,335 | 47,730,009 | 56,346,300 | 47,329,923 | ||||
Weighted average shares outstanding - diluted | [1],[2] | 56,710,335 | 47,730,009 | 56,346,300 | 47,329,923 | ||||
[1]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 1,980,471 1,501,031 |
SCHEDULE OF BASIC AND DILUTED_2
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK (Details) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Unvested Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted earnings per share | 1,980,471 | 1,501,031 | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted earnings per share | 418,836 | 628,958 | 418,836 | 628,958 |
Unvested Restricted Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted earnings per share | 1,980,471 | 1,501,031 | 1,980,471 | 1,501,031 |
SCHEDULE OF RECONCILIATION OF T
SCHEDULE OF RECONCILIATION OF THE RESTRUCTURING LIABILITY (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Accrued Balance as of January 31, 2023 | $ 3,265,000 | |
2023 Expenses to Date | (417,000) | $ 1,159,000 |
Accrued Balance as of October 31, 2023 | 2,883,000 | |
Total Costs Incurred to Date | 2,883,000 | |
Cost of Sales [Member] | ||
Accrued Balance as of January 31, 2023 | ||
2023 Expenses to Date | 154 | |
2023 Cash Payments | ||
Accrued Balance as of October 31, 2023 | 154 | |
Total Costs Incurred to Date | 154 | |
Total Expected Costs | 154 | |
Selling, General and Administrative Expenses [Member] | ||
Accrued Balance as of January 31, 2023 | ||
2023 Expenses to Date | 350 | |
2023 Cash Payments | ||
Accrued Balance as of October 31, 2023 | 350 | |
Total Costs Incurred to Date | 350 | |
Total Expected Costs | 350 | |
Research and Development Expense [Member] | ||
Accrued Balance as of January 31, 2023 | ||
2023 Expenses to Date | 227 | |
2023 Cash Payments | ||
Accrued Balance as of October 31, 2023 | 227 | |
Total Costs Incurred to Date | 227 | |
Total Expected Costs | 227 | |
Severance Expenses [Member] | ||
Accrued Balance as of January 31, 2023 | ||
2023 Expenses to Date | 731 | |
2023 Cash Payments | ||
Accrued Balance as of October 31, 2023 | 731 | |
Total Costs Incurred to Date | 731 | |
Total Expected Costs | 731 | |
Professional Fees [Member] | ||
Accrued Balance as of January 31, 2023 | ||
2023 Expenses to Date | 18 | |
2023 Cash Payments | ||
Accrued Balance as of October 31, 2023 | 18 | |
Total Costs Incurred to Date | 18 | |
Total Expected Costs | 169 | |
Accrued Expenses [Member] | ||
Accrued Balance as of January 31, 2023 | ||
2023 Expenses to Date | 749 | |
2023 Cash Payments | ||
Accrued Balance as of October 31, 2023 | 749 | |
Total Costs Incurred to Date | 749 | |
Total Expected Costs | $ 900 |
SCHEDULE OF ACCOUNTING PRONOUNC
SCHEDULE OF ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED (Details) | 9 Months Ended |
Oct. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts | $ 132,000 |
CECL Adoption | 36,000 |
Provision adjustments | |
Write offs and Recoveries | |
Allowance for doubtful accounts | $ 96,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 16, 2023 USD ($) Integer | Oct. 31, 2023 USD ($) shares | Jul. 31, 2023 shares | Apr. 30, 2023 shares | Oct. 31, 2022 USD ($) shares | Jul. 31, 2022 shares | Apr. 30, 2022 shares | Oct. 31, 2023 USD ($) shares | Oct. 31, 2022 USD ($) shares | Feb. 01, 2023 USD ($) | Jan. 31, 2023 USD ($) | |
Acquisition related costs | $ 0 | $ 2,000 | $ 44,000 | $ 141,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | 0.50% | |||||||||
Long-Term Debt, Gross | $ 9,250,000 | $ 9,250,000 | $ 9,750,000 | ||||||||
Discount book value | 12,000 | 12,000 | 0 | ||||||||
Deferred revenue, revenue recognized | 6,772,000 | ||||||||||
Revenue remaining performance obligation | 23,045,000 | $ 23,045,000 | |||||||||
Revenue, remaining performance obligation, expected timing of satisfaction, explanation | the Company expects to recognize approximately 56% over the next 12 months and the remainder thereafter. | ||||||||||
Deferred costs, net | 98,000 | $ 98,000 | 94,000 | ||||||||
Accumulated amortization of deferred costs | 235,000 | 235,000 | 176,000 | ||||||||
Deferred costs, amortization expense | 24,000 | 22,000 | 59,000 | 62,000 | |||||||
Accumulated amortization | 1,238,000 | 1,238,000 | 820,000 | ||||||||
Deferred commission costs | 35,000 | ||||||||||
Compensation expense related to stock-based award | 517,000 | $ 555,000 | 1,626,000 | $ 1,212,000 | |||||||
[custom:NumberOfEmployeesTerminated-0] | Integer | 26 | ||||||||||
[custom:PercentageOfWorkforceTerminated] | 24% | ||||||||||
Restructuring Costs | $ 900,000 | ||||||||||
Capitalized software purchased with stock | 60,000 | 176,000 | |||||||||
Alllowance for credit losses | $ 96,000 | 96,000 | $ 96,000 | 132,000 | |||||||
Adjustment in accounting policy change due to adoption | $ 36,000 | ||||||||||
Employees [Member] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 45,000 | 65,000 | 1,130,000 | 865,000 | |||||||
Consultants [Member] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 131,054 | 53,836 | 359,080 | 187,937 | |||||||
Common Stock [Member] | |||||||||||
Outstanding and unvested shares of restricted common stock | shares | 260,000 | 260,000 | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 176,054 | 385,720 | 1,185,927 | 118,836 | 726,801 | 408,031 | |||||
Common Stock [Member] | Board Of Directors [Member] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 0 | 0 | 258,621 | 200,731 | |||||||
Equity Award [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | |||||||||||
Compensation expense related to stock-based award | $ 60,000 | $ 176,000 | |||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||
Deferred sales commissions | 129,000 | $ 110,000 | 383,000 | $ 298,000 | |||||||
Deferred commission costs | 35,000 | ||||||||||
Other Noncurrent Assets [Member] | |||||||||||
Deferred commissions costs paid and payable | 1,195,000 | 1,195,000 | 1,534,000 | ||||||||
Line of Credit [Member] | |||||||||||
Fair value of line of credit | $ 488,000 | $ 488,000 | 0 | ||||||||
Second Amended and Restated Loan and Security Agreement [Member] | |||||||||||
Debt Instrument, Description of Variable Rate Basis | The term loan bears interest at a per annum rate equal to the Prime Rate (as published in The Wall Street Journal) plus | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | 1.50% | |||||||||
Long-Term Debt, Gross | $ 9,054,000 | $ 9,054,000 | 9,550,000 | ||||||||
Debt Instrument, Face Amount | $ 196,000 | $ 196,000 | $ 200,000 | ||||||||
Second Amended and Restated Loan and Security Agreement [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | 3.25% | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | Jan. 31, 2024 | Nov. 21, 2022 | Oct. 31, 2023 | Jan. 31, 2023 |
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Acquisition earnout liability | $ 1,833,000 | $ 3,738,000 | ||
Avelead [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payments | $ 2,012,000 | |||
Restricted common stock, shares | 1,871,037 | |||
Common stock, par value | $ 0.01 | |||
Estimated aggregate value of first year earnout payment | $ 5,000,000 | |||
Avelead [Member] | Forecast [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash payments | $ 1,214,000 | |||
Restricted common stock, shares | 1,589,342 | |||
Common stock, par value | $ 0.01 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 02, 2021 | Aug. 16, 2021 | Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Other income related to sublease | $ 49,000 | $ 145,000 | ||||||
Operating Lease, Right-of-Use Asset | $ 32,000 | $ 540,000 | ||||||
Lessee, Operating Lease, Discount Rate | 6.50% | 6.50% | ||||||
Operating lease cost | $ 0 | 48,000 | $ 32,000 | 145,000 | ||||
Rent expenes | 0 | $ 18,000 | 6,000 | $ 55,000 | ||||
Sublease Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sublease, term | 18 months | |||||||
Other income related to sublease | $ 292,000 | |||||||
Other income related to sublease | 0 | 32,000 | ||||||
Suwanee Office Lease [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Lease expiration date | Feb. 28, 2022 | |||||||
Rent expenes | $ 0 | $ 6,000 |
SCHEDULE OF OUTSTANDING PRINCIP
SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES (Details) - USD ($) | Oct. 31, 2023 | Jan. 31, 2023 |
Debt Disclosure [Abstract] | ||
Term loan | $ 9,250,000 | $ 9,750,000 |
Financing cost payable | 120,000 | 69,000 |
Deferred financing cost | (78,000) | (105,000) |
Total | 9,292,000 | 9,714,000 |
Less: Current portion of term loan | (1,250,000) | (750,000) |
Non-current portion of term loan | 8,042,000 | 8,964,000 |
Non-current portion of line of credit | 500,000 | |
Total non-current portion of debt | $ 8,542,000 | $ 8,964,000 |
SCHEDULE OF MAXIMUM DEBT TO ARR
SCHEDULE OF MAXIMUM DEBT TO ARR RATIO (Details) | Oct. 31, 2023 |
October 31, 2022 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 0.80% |
October 31, 2022 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 1% |
January 31, 2023 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 0.70% |
January 31, 2023 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 1% |
April 30, 2023 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 0.65% |
April 30, 2023 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 1% |
July 31, 2023 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 0.60% |
July 31, 2023 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 1% |
October 31, 2023 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 0.55% |
October 31, 2023 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 1% |
January 31, 2024 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 0.50% |
January 31, 2024 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to ARR Ratio | 1% |
SCHEDULE OF MAXIMUM DEBT TO ADJ
SCHEDULE OF MAXIMUM DEBT TO ADJUSTED EBITDA RATIO (Details) | Oct. 31, 2023 |
April 30, 2024 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to Adjusted EBITDA Ratio | 3.50% |
April 30, 2024 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to Adjusted EBITDA Ratio | 1% |
July 31, 2024 and Thereafter [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to Adjusted EBITDA Ratio | 2% |
July 31, 2024 and Thereafter [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Maximum Debt to Adjusted EBITDA Ratio | 1% |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Nov. 29, 2022 | Aug. 26, 2021 | Oct. 31, 2023 | Jan. 31, 2023 |
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 0.50% | |||
Line of credit | $ 500,000 | |||
Second Modification Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | |||
Debt financial covenants, description | Borrowers shall, at all times, maintain unrestricted cash of Borrowers at Bank in an amount not less than Two Million Dollars ($2,000,000). | |||
Second Modification Agreement [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.50% | |||
Debt instrument, interest rate, stated percentage | 3.25% | |||
Second Amended And Restated Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 10,000,000 | |||
Long term debt, maturity, year two | $ 500,000 | |||
Long term debt, maturity, year three | 1,000,000 | |||
Long term debt, maturity, year four | 2,000,000 | |||
Long term debt, maturity, year five | 3,000,000 | |||
Amortization of debt issuance costs | 250,000 | |||
Accretion expense | $ 250,000 | |||
Second Amended And Restated Loan Agreement [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 1.20% | |||
Second Amended And Restated Loan Agreement [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 1% | |||
Second Amended And Restated Loan Agreement [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.50% | |||
Debt instrument, interest rate, stated percentage | 3.25% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Income Tax Expense (Benefit) | $ 120,000 | $ (9,000) | $ 59,000 | $ (22,000) | |
Income Tax Expense (Benefit) | (120,000) | $ 9,000 | $ (59,000) | $ 22,000 | |
Effective Income Tax Rate Reconciliation, Percent | 0% | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 25% | ||||
Uncertain tax positions | $ 340,000 | $ 340,000 | $ 333,000 | ||
Income tax description | 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, 2019. All material state and local income tax matters have been concluded for years through January 31, 2018. The Company is no longer subject to IRS examination for periods prior to the tax year ended January 31, 2019; however, carryforward losses that were generated prior to the tax year ended January 31, 2019 may still be adjusted by the IRS if they are used in a future period. |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Jun. 15, 2023 | Oct. 24, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | Jun. 28, 2023 | Jan. 31, 2023 | Jun. 22, 2022 | Jun. 07, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock par value | $ 0.01 | $ 0.01 | ||||||
Proceeds from issuance of common stock | $ 8,316,000 | |||||||
Number of additional shares authorized to issue | 1,000,000 | |||||||
Common stock, shares authorized | 85,000,000 | 85,000,000 | 65,000,000 | |||||
180 Consulting LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock issued for resale | 394,127 | 272,653 | ||||||
Third Amended And Restated 2013 Stock Incentive Plan [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of additional shares authorized to issue | 2,000,000 | |||||||
Number of shares authorized to issue | 10,223,246 | 8,223,246 | ||||||
Third Amended And Restated 2013 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares authorized to issue | 11,223,246 | 10,223,246 | ||||||
Purchase Agreement [Member] | 2022 Offering [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 6,299,989 | |||||||
Common stock par value | $ 0.01 | |||||||
Purchase price | $ 1.32 | |||||||
Proceeds from issuance of common stock | $ 8,316,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non employee stock compensation | $ 1,626,000 | $ 1,212,000 | |||
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 | 1,273,394 | 100,037 | 183,284 | 358,190 | 293,190 |
Professional fees | $ 639,000 | $ 751,000 | $ 2,558,000 | $ 1,781,000 | |
Master Services Agreement [Member] | 180 Consulting LLC [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Non employee stock compensation | 60,000 | 176,000 | |||
SOW [Member] | 180 Consulting LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Professional fees | $ 87,000 | $ 468,000 |
SCHEDULE OF CARRYING AMOUNT OF
SCHEDULE OF CARRYING AMOUNT OF GOODWILL (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Beginning Balance | $ 23,089,000 | |||
Impairment | $ (9,813,000) | (9,813,000) | ||
Ending Balance | $ 13,276,000 | $ 13,276,000 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2023 | Jan. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | $ 17,420,000 | |
Accumulated Amortization | 3,978,000 | $ 2,627,000 |
Impairment | 963,000 | |
Net Assets | 12,479,000 | |
Client Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | 9,700,000 | |
Accumulated Amortization | 2,216,000 | |
Impairment | 963,000 | |
Net Assets | $ 6,521,000 | |
Client Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 8 years | |
Client Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 9 years | |
Gross Assets | $ 6,380,000 | |
Accumulated Amortization | 1,565,000 | |
Impairment | ||
Net Assets | $ 4,815,000 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 15 years | |
Gross Assets | $ 1,340,000 | |
Accumulated Amortization | 197,000 | |
Impairment | ||
Net Assets | $ 1,143,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Iimpairment of goodwill | $ 9,813,000 | $ 9,813,000 | ||
Impairment of intangible assets | 963,000 | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 963,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2023 | Oct. 31, 2022 | |
Related Party Transactions [Abstract] | ||||
Rent expense | $ 0 | $ 18,000 | $ 6,000 | $ 55,000 |