Nevada
|
88-0350448
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☑
|
Page
|
|
SEPTEMBER 30, 2016
|
DECEMBER 31, 2015
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
5,390,883
|
$
|
6,436,732
|
||||
Accounts receivable, net
|
7,286,119
|
7,397,957
|
||||||
Supplies
|
1,115,038
|
1,458,609
|
||||||
Prepaid and other current assets
|
284,119
|
625,806
|
||||||
Total current assets
|
14,076,159
|
15,919,104
|
||||||
Property and equipment, net
|
758,647
|
495,324
|
||||||
Deposits
|
41,522
|
58,118
|
||||||
Intangible assets, net
|
2,325,000
|
2,731,250
|
||||||
Goodwill
|
3,665,656
|
3,665,656
|
||||||
Total assets
|
$
|
20,866,984
|
$
|
22,869,452
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
6,045,537
|
$
|
8,306,860
|
||||
Accrued compensation and benefits
|
2,560,889
|
2,856,165
|
||||||
Deferred revenue
|
494,686
|
913,677
|
||||||
Current portion of long-term liabilities
|
613,724
|
598,750
|
||||||
Total current liabilities
|
9,714,836
|
12,675,452
|
||||||
Long-term liabilities:
|
||||||||
Term loan, less current portion
|
875,000
|
1,250,000
|
||||||
Capital lease obligations less current portion
|
79,248
|
125,496
|
||||||
Total long-term liabilities
|
954,248
|
1,375,496
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Common stock, par value at $0.001, 33,333,333 shares authorized, 24,557,224 and 24,452,085 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
24,559
|
24,453
|
||||||
Additional paid-in capital
|
27,892,549
|
27,682,061
|
||||||
Accumulated deficit
|
(17,719,208
|
)
|
(18,888,010
|
)
|
||||
Total stockholders' equity
|
10,197,900
|
8,818,504
|
||||||
Total liabilities and stockholders' equity
|
$
|
20,866,984
|
$
|
22,869,452
|
||||
Three Months
|
Nine Months
|
|||||||||||||||
Ended September 30,
|
Ended September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues
|
$
|
14,326,382
|
$
|
15,725,616
|
$
|
44,004,091
|
$
|
45,190,062
|
||||||||
Cost of revenues
|
11,082,739
|
12,853,601
|
35,359,229
|
38,069,271
|
||||||||||||
Gross profit
|
3,243,643
|
2,872,015
|
8,644,862
|
7,120,791
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
|
676,871
|
712,522
|
2,078,366
|
2,263,410
|
||||||||||||
General and administrative expenses
|
1,786,585
|
1,597,793
|
5,198,613
|
4,907,162
|
||||||||||||
Total operating expenses
|
2,463,456
|
2,310,315
|
7,276,979
|
7,170,572
|
||||||||||||
Income (loss) from operations
|
780,187
|
561,700
|
1,367,883
|
(49,781
|
)
|
|||||||||||
Other income (expense):
|
||||||||||||||||
Interest expense
|
(21,714
|
)
|
(31,886
|
)
|
(70,968
|
)
|
(100,284
|
)
|
||||||||
Total other income (expense)
|
(21,714
|
)
|
(31,886
|
)
|
(70,968
|
)
|
(100,284
|
)
|
||||||||
Income (loss) before provision for income taxes
|
758,473
|
529,814
|
1,296,915
|
(150,065
|
)
|
|||||||||||
Income tax expense
|
(84,113
|
)
|
-
|
(128,113
|
)
|
(2,400
|
)
|
|||||||||
Net income (loss)
|
$
|
674,360
|
$
|
529,814
|
$
|
1,168,802
|
$
|
(152,465
|
)
|
|||||||
Net income (loss) per share:
|
||||||||||||||||
Basic
|
$
|
.03
|
$
|
.02
|
$
|
.05
|
$
|
(.01
|
)
|
|||||||
Diluted
|
$
|
.03
|
$
|
.02
|
$
|
.05
|
$
|
(.01
|
)
|
|||||||
Number of weighted average shares:
|
||||||||||||||||
Basic
|
24,557,224
|
24,274,815
|
24,506,934
|
24,050,960
|
||||||||||||
Diluted
|
24,816,608
|
24,983,982
|
24,862,991
|
24,050,960
|
Additional
|
Total
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balance at December 31, 2015
|
24,452,085
|
$
|
24,453
|
$
|
27,682,061
|
$
|
(18,888,010
|
)
|
$
|
8,818,504
|
||||||||||
Stock compensation expense for options and warrants granted to employees and directors
|
-
|
-
|
150,443
|
-
|
150,443
|
|||||||||||||||
Stock options and warrants exercised
|
105,139
|
106
|
60,045
|
-
|
60,151
|
|||||||||||||||
Net income
|
-
|
-
|
-
|
1,168,802
|
1,168,802
|
|||||||||||||||
Balance at September 30, 2016
|
24,557,224
|
$
|
24,559
|
$
|
27,892,549
|
$
|
(17,719,208
|
)
|
$
|
10,197,900
|
Nine Months Ended September 30,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
1,168,802
|
$
|
(152,465
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash (used for) provided by operating activities:
|
||||||||
Depreciation
|
169,514
|
110,963
|
||||||
Amortization of intangible assets
|
406,250
|
340,000
|
||||||
Stock compensation expense for warrants and options issued to employees and directors
|
150,443
|
232,403
|
||||||
Stock compensation expense for contingent earn-out stock to be issued to employees
|
-
|
62,000
|
||||||
Stock compensation expense for restricted stock issued to key employee
|
-
|
101,881
|
||||||
Interest expense related to accretion of debt discount costs
|
-
|
30,189
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, net
|
111,838
|
3,201
|
||||||
Supplies
|
343,571
|
(377,628
|
)
|
|||||
Prepaid and other current assets
|
341,687
|
(578,630
|
)
|
|||||
Deposits
|
16,596
|
(71,420
|
)
|
|||||
Accounts payable and accrued expenses
|
(2,261,323
|
)
|
455,133
|
|||||
Accrued compensation and benefits
|
(295,276
|
)
|
771,490
|
|||||
Deferred revenue
|
(418,991
|
)
|
(51,745
|
)
|
||||
Net cash (used for) provided by operating activities
|
(266,889
|
)
|
875,372
|
|||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(379,873
|
)
|
(12,010
|
)
|
||||
Payment for purchase of Redspin
|
-
|
(1,876,966
|
)
|
|||||
Net cash used for investing activities
|
(379,873
|
)
|
(1,888,976
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Net repayments on line of credit agreement
|
-
|
(200,000
|
)
|
|||||
Proceeds from term loan
|
-
|
2,000,000
|
||||||
Payments on term loan
|
(375,000
|
)
|
(125,000
|
)
|
||||
Proceeds from issuance of common stock through warrants
|
60,151
|
-
|
||||||
Payments on notes payable to related party
|
-
|
(105,888
|
)
|
|||||
Payments on capital leases
|
(84,238
|
)
|
(77,984
|
)
|
||||
Net cash (used for) provided by financing activities
|
(399,087
|
)
|
1,491,128
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(1,045,849
|
)
|
477,524
|
|||||
Cash and cash equivalents, beginning of period
|
6,436,732
|
4,743,395
|
||||||
Cash and cash equivalents, end of period
|
$
|
5,390,883
|
$
|
5,220,919
|
Nine Months Ended September 30,
|
||||||||
2016
|
2015
|
|||||||
Supplemental disclosure of cash flow information:
|
||||||||
Interest paid
|
$
|
70,968
|
$
|
70,095
|
||||
Income taxes paid
|
$
|
96,740
|
$
|
141,850
|
||||
Non-cash investing and financing activities:
|
||||||||
Property and equipment acquired through capital leases
|
$
|
52,964
|
$
|
223,795
|
||||
Conversion of note payable to related party
|
$
|
-
|
$
|
257,835
|
||||
Common stock issued in connection with the acquisition of Redspin
|
$
|
-
|
$
|
469,000
|
Options
|
Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Term in Years
|
Aggregate
Intrinsic Value |
||||||||||||
Outstanding at December 31, 2015
|
4,563,555
|
$
|
1.00
|
|||||||||||||
Granted
|
647,500
|
0.96
|
||||||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Cancelled
|
(794,118
|
)
|
1.17
|
|||||||||||||
Outstanding at September 30, 2016
|
4,416,937
|
$
|
0.96
|
4.60
|
$
|
274,890
|
||||||||||
Exercisable at September 30, 2016
|
3,587,683
|
$
|
0.95
|
4.60
|
$
|
270,940
|
Warrants
|
Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Term in Years
|
Aggregate
Intrinsic Value |
||||||||||||
Outstanding at December 31, 2015
|
1,975,231
|
$
|
1.21
|
|||||||||||||
Granted
|
-
|
-
|
||||||||||||||
Exercised
|
(105,139
|
)
|
0.60
|
|||||||||||||
Cancelled
|
(891,328
|
)
|
1.27
|
|||||||||||||
Outstanding at September 30, 2016
|
978,764
|
$
|
1.05
|
5.78
|
$
|
-
|
||||||||||
Exercisable at September 30, 2016
|
745,432
|
$
|
1.06
|
5.61
|
$
|
-
|
Three Months
Ended September 30, |
Nine months
Ended September 30, |
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Cost of revenues
|
$
|
9,620
|
$
|
70,396
|
$
|
33,535
|
$
|
127,953
|
||||||||
Sales and marketing
|
6,927
|
8,319
|
23,529
|
25,885
|
||||||||||||
General and administrative expense
|
31,704
|
30,955
|
93,379
|
180,446
|
||||||||||||
Total stock based compensation expense
|
$
|
48,251
|
$
|
109,670
|
$
|
150,443
|
$
|
334,284
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net income (loss)
|
$
|
674,360
|
$
|
529,814
|
$
|
1,168,802
|
$
|
(152,465
|
)
|
|||||||
Denominator:
|
||||||||||||||||
Denominator for basic calculation weighted average shares
|
24,557,224
|
24,274,815
|
24,506,934
|
24,050,960
|
||||||||||||
Dilutive common stock equivalents:
|
||||||||||||||||
Options and warrants
|
259,384
|
709,167
|
356,057
|
-
|
||||||||||||
Denominator for diluted calculation weighted average shares
|
24,816,608
|
24,983,982
|
24,862,991
|
24,050,960
|
||||||||||||
Net loss per share:
|
||||||||||||||||
Basic net income (loss) per share
|
$
|
.03
|
$
|
.02
|
$
|
.05
|
$
|
(.01
|
)
|
|||||||
Diluted net income (loss) per share
|
$
|
.03
|
$
|
.02
|
$
|
.05
|
$
|
(.01
|
)
|
September 30, 2016
|
December 31, 2015
|
|||||||
Trade receivables
|
$
|
6,293,565
|
$
|
7,458,022
|
||||
Unapplied advances and unbilled revenue, net
|
992,554
|
(60,065
|
)
|
|||||
Allowance for doubtful accounts
|
-
|
-
|
||||||
Total accounts receivable
|
$
|
7,286,119
|
$
|
7,397,957
|
September 30, 2016
|
December 31, 2015
|
|||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
|||||||||||||
Delphiis, Inc.
|
||||||||||||||||
Acquired technology
|
$
|
900,000
|
$
|
(202,500
|
)
|
$
|
900,000
|
$
|
(135,000
|
)
|
||||||
Customer relationships
|
400,000
|
(180,000
|
)
|
400,000
|
(120,000
|
)
|
||||||||||
Trademarks
|
50,000
|
(50,000
|
)
|
50,000
|
(50,000
|
)
|
||||||||||
Non-compete agreements
|
20,000
|
(15,000
|
)
|
20,000
|
(10,000
|
)
|
||||||||||
Total intangible assets, Delphiis, Inc.
|
$
|
1,370,000
|
$
|
(447,500
|
)
|
$
|
1,370,000
|
$
|
(315,000
|
)
|
||||||
Redspin
|
||||||||||||||||
Acquired technology
|
$
|
1,050,000
|
$
|
(157,500
|
)
|
$
|
1,050,000
|
$
|
(78,750
|
)
|
||||||
Customer relationships
|
600,000
|
(300,000
|
)
|
600,000
|
(150,000
|
)
|
||||||||||
Trademarks
|
200,000
|
(60,000
|
)
|
200,000
|
(30,000
|
)
|
||||||||||
Non-compete agreements
|
100,000
|
(30,000
|
)
|
100,000
|
(15,000
|
)
|
||||||||||
Total intangible assets, Redspin
|
$
|
1,950,000
|
$
|
(547,500
|
)
|
$
|
1,950,000
|
$
|
(273,750
|
)
|
||||||
Total intangible assets
|
$
|
3,320,000
|
$
|
(995,000
|
)
|
$
|
3,320,000
|
$
|
(588,750
|
)
|
Acquired technology
|
$
|
1,050,000
|
||
Customer relationships
|
600,000
|
|||
Trademarks
|
200,000
|
|||
Non-compete agreements
|
100,000
|
|||
Goodwill
|
1,192,000
|
|||
Accounts receivable
|
180,409
|
|||
Other assets received
|
19,009
|
|||
Accounts payable and accrued expenses
|
(23,196
|
)
|
||
Accrued compensation
|
(118,009
|
)
|
||
Deferred revenue
|
(31,247
|
)
|
||
Total
|
$
|
3,168,966
|
Nine Months
Ended September 30, |
||||||||
2016
|
2015
|
|||||||
Pro forma revenue
|
$
|
44,004,091
|
$
|
45,888,738
|
||||
Pro forma net income (loss)
|
$
|
1,168,802
|
$
|
(353,344
|
)
|
|||
Pro forma basic net income (loss) per share
|
$
|
0.05
|
$
|
(0.01
|
)
|
|||
Pro forma diluted net loss per share
|
$
|
0.05
|
$
|
(0.01
|
)
|
Payments Due by Period
|
||||||||||||||||||||
Total
|
Less than
1 year |
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||||||||
Term loan
|
$
|
1,534,844
|
$
|
577,813
|
$
|
957,031
|
$
|
-
|
$
|
-
|
||||||||||
Capital leases
|
211,527
|
125,596
|
80,089
|
5,842
|
-
|
|||||||||||||||
Operating leases
|
1,908,433
|
371,774
|
848,576
|
688,083
|
-
|
|||||||||||||||
Total
|
$
|
3,654,804
|
$
|
1,075,183
|
$
|
1,885,696
|
$
|
693,925
|
$
|
-
|
No.
|
Item
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. †
|
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. †
|
32.1
|
Certification of the CEO and CFO pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. +
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
AUXILIO, INC.
|
|
Date: November 10, 2016
|
By: /s/ Joseph J. Flynn
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Joseph J. Flynn
Chief Executive Officer (Principal Executive Officer) |
Date: November 10, 2016
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By: /s/ Paul T. Anthony
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Paul T. Anthony
Chief Financial Officer (Principal Accounting Officer) |
By:
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/s/ Joseph J. Flynn
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Joseph Flynn,
President and Chief Executive Officer |
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By:
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/s/ Paul T. Anthony
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Paul Anthony,
Chief Financial Officer |
Document and Entity Information - shares |
9 Months Ended | |
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Sep. 30, 2016 |
Nov. 07, 2016 |
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Document and Entity Information | ||
Entity Registrant Name | AUXILIO INC | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 0001011432 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 24,557,224 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | auxo |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Statement of Financial Position | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 33,333,333 | 33,333,333 |
Common Stock, shares issued | 24,557,224 | 24,452,085 |
Common Stock, shares outstanding | 24,557,224 | 24,452,085 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Income Statement | ||||
Revenues | $ 14,326,382 | $ 15,725,616 | $ 44,004,091 | $ 45,190,062 |
Cost of revenues | 11,082,739 | 12,853,601 | 35,359,229 | 38,069,271 |
Gross profit | 3,243,643 | 2,872,015 | 8,644,862 | 7,120,791 |
Operating expenses: | ||||
Sales and marketing | 676,871 | 712,522 | 2,078,366 | 2,263,410 |
General and administrative expenses | 1,786,585 | 1,597,793 | 5,198,613 | 4,907,162 |
Total operating expenses | 2,463,456 | 2,310,315 | 7,276,979 | 7,170,572 |
Income (loss) from operations | 780,187 | 561,700 | 1,367,883 | (49,781) |
Other income (expense): | ||||
Interest expense | (21,714) | (31,886) | (70,968) | (100,284) |
Total other income (expense) | (21,714) | (31,886) | (70,968) | (100,284) |
Income (loss) before provision for income taxes | 758,473 | 529,814 | 1,296,915 | (150,065) |
Income tax expense | (84,113) | (128,113) | (2,400) | |
Net income (loss) | $ 674,360 | $ 529,814 | $ 1,168,802 | $ (152,465) |
Net income (loss) per share: | ||||
Basic | $ 0.03 | $ 0.02 | $ 0.05 | $ (0.01) |
Diluted | $ 0.03 | $ 0.02 | $ 0.05 | $ (0.01) |
Number of weighted average shares: | ||||
Basic | 24,557,224 | 24,274,815 | 24,506,934 | 24,050,960 |
Diluted | 24,816,608 | 24,983,982 | 24,862,991 | 24,050,960 |
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2016 - USD ($) |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total |
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Equity Balance, beginning of period, Value at Dec. 31, 2015 | $ 24,453 | $ 27,682,061 | $ (18,888,010) | $ 8,818,504 |
Equity Balance, beginning of period, Shares at Dec. 31, 2015 | 24,452,085 | |||
Stock compensation expense for options and warrants granted to employees and directors | 150,443 | 150,443 | ||
Stock options and warrants exercised, Value | $ 106 | 60,045 | $ 60,151 | |
Stock options and warrants exercised, Shares | 105,139 | 0 | ||
Net income | 1,168,802 | $ 1,168,802 | ||
Equity Balance, end of period, Value at Sep. 30, 2016 | $ 24,559 | $ 27,892,549 | $ (17,719,208) | $ 10,197,900 |
Equity Balance, end of period, Shares at Sep. 30, 2016 | 24,557,224 |
1. Basis of Presentation |
9 Months Ended |
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Sep. 30, 2016 | |
Notes | |
1. Basis of Presentation | 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Auxilio, Inc. and its subsidiaries (the "Company", "we", "us" or "Auxilio") have been prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") for interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission ("SEC") on March 30, 2016.
The unaudited condensed consolidated financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly our financial position and results of operations as of and for the periods presented. The results for such periods are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. As a result, actual results could differ from those estimates.
The accompanying financial statements include the accounts of Auxilio and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
We have performed an evaluation of subsequent events through the date of filing of our Form 10-Q with the SEC. |
2. Recently Issued Accounting Pronouncements |
9 Months Ended |
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Sep. 30, 2016 | |
Notes | |
2. Recently Issued Accounting Pronouncements | 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued guidance which provides a single, comprehensive accounting model for revenue arising from contracts with customers. This guidance supersedes most of the existing revenue recognition guidance, including industry-specific guidance. Under this model, revenue is recognized at an amount that a company expects to be entitled to upon transferring control of goods or services to a customer, as opposed to when risks and rewards transfer to a customer. The new guidance also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flow arising from customer contracts, including significant judgments and changes in judgments. Considering the one-year delay in the required adoption date for the guidance as issued in July 2015, the new guidance is effective for us beginning in 2018 and may be applied retrospectively to all prior periods presented or through a cumulative adjustment to the opening retained earnings balance in the year of adoption. We are currently evaluating our existing revenue recognition policies to determine the types of contracts that are within the scope of this guidance and the impact the adoption of this standard may have on our consolidated financial statements. We have not yet determined if we will apply the full retrospective or the modified retrospective method.
In April 2015 and August 2015, the FASB issued guidance which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability consistent with the presentation of debt discounts, however debt issuance costs related to revolving credit agreements may be presented in the balance sheet as an asset. This guidance was effective for us in the first quarter of 2016.
In November 2015, the FASB issued guidance related to the presentation of deferred income taxes. The guidance requires that deferred tax assets and liabilities be classified as non-current in a consolidated balance sheet. This guidance is effective for us in the first quarter of 2017 and is not expected to materially impact our financial position or net earnings.
In February 2016, the FASB issued a new accounting standard on leasing. The new standard will require companies to record most leased assets and liabilities on the balance sheet, and also utilizes a dual model for recognizing expense. This guidance will be effective in the first quarter of 2019 with early adoption permitted. We are evaluating the impact that adopting this guidance will have on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods. Early adoption is permitted. An entity that elects early adoption of the amendment under this ASU must adopt all aspects of the amendment in the same period. We are currently evaluating the impact this guidance will have on our consolidated financial statements. |
3. Options and Warrants |
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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3. Options and Warrants | 3. OPTIONS AND WARRANTS
Below is a summary of stock option and warrant activity during the nine-month period ended September 30, 2016:
During the nine months ended September 30, 2016, we granted a total of 647,500 options to our employees and directors to purchase shares of our common stock at an exercise price range of $0.80 to $1.02 per share. The exercise price equals the fair value of our stock on the grant date. The options have graded vesting annually over three years. The fair value of the options was determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate range of 0.08% to 0.40%; (ii) estimated volatility range of 45.95% to 46.29%; (iii) dividend yield of 0.0%; and (iv) expected life of the options of three years.
For the three and nine months ended September 30, 2016 and 2015, stock-based compensation expense recognized in the consolidated statements of operations as follows:
In 2015, we also recognized stock-based compensation of $62,000 in connection with the acquisition of Redspin (Note 11) |
4. Net Income (loss) Per Share |
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Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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4. Net Income (loss) Per Share | 4. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is calculated using the weighted average number of shares of our common stock issued and outstanding during a certain period, and is calculated by dividing net income (loss) by the weighted average number of shares of our common stock issued and outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, and the treasury stock method for options and warrants. Diluted net income (loss) per share does not include potentially dilutive securities because such inclusion in the computation would be anti-dilutive.
For the three months ended September 30, 2016, potentially dilutive securities consisted of options and warrants to purchase 5,395,701 shares of common stock at prices ranging from $0.30 to $2.15 per share. Of these potentially dilutive securities, only 259,384 of the shares to purchase common stock from the options and warrants are included in the computation of diluted earnings per share as their effect would be anti-dilutive.
For the nine months ended September 30, 2016, potentially dilutive securities consisted of options and warrants to purchase 5,395,701 shares of common stock at prices ranging from $0.30 to $2.15 per share. Of these potentially dilutive securities, only 356,057 of the shares to purchase common stock from the options and warrants are included in the computation of diluted earnings per share as their effect would be anti-dilutive.
For the three months ended September 30, 2015, potentially dilutive securities consisted of options and warrants to purchase 6,529,786 shares of common stock at prices ranging from $0.30 to $2.15 per share. Of these potentially dilutive securities, only 709,167 of the shares to purchase common stock from the options and warrants are included in the computation of diluted earnings per share as their effect would be anti-dilutive.
For the nine months ended September 30, 2015, potentially dilutive securities consisted of options and warrants to purchase 6,529,786 shares of common stock at prices ranging from $0.30 to $2.15 per share. For the nine months ended September 30, 2015, of these potentially dilutive securities, none of the shares to purchase common stock from the options and warrants are included from the computation of diluted earnings per share as their effect would be anti-dilutive.
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5. Accounts Receivable |
9 Months Ended | |||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||
Notes | ||||||||||||||||
5. Accounts Receivable | 5. ACCOUNTS RECEIVABLE
A summary of accounts receivable is as follows:
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6. Intangible Assets |
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Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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6. Intangible Assets | 6. INTANGIBLE ASSETS
Intangible assets are amortized over expected useful lives ranging from 1.5 to 10 years and consist of the following:
We assess goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount (ASC 350-35-30). In addition, we assess amortizing intangible assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable (ASC 360-10-35-21). During the quarter ended September 30, 2016, management assessed the goodwill and intangible assets of Delphiis and Redspin for impairment and concluded that no impairment charge was required. |
7. Line of Credit and Term Loan |
9 Months Ended |
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Sep. 30, 2016 | |
Notes | |
7. Line of Credit and Term Loan | 7. LINE OF CREDIT AND TERM LOAN
On May 4, 2012, we entered into a Loan and Security Agreement (the "Loan and Security Agreement") with Avidbank Corporate Finance, a Division of Avidbank ("Avidbank"). On April 26, 2013, we amended the Loan and Security Agreement with Avidbank. On April 25, 2014, we again amended the Loan and Security Agreement with Avidbank (the "Second Avidbank Amendment"). Under the Second Avidbank Amendment, the term of the revolving line-of-credit of up to $2.0 million was extended through April 25, 2015, at an interest rate of prime plus 1.0% per annum. This line of credit was further extended through June 25, 2015 under the third amendment to the Loan and Security Agreement. On June 19, 2015, we again amended the Loan and Security Agreement with Avidbank (the "Fourth Avidbank Amendment"). Under the Fourth Avidbank Amendment, the term of the revolving line-of-credit of up to $2.0 million was extended through June 19, 2017, at an interest rate of prime plus 0.75% per annum. As of September 30, 2016, the interest rate was 4.25%. There will be no minimum interest payable with respect to any calendar quarter. The amount available to us at any given time is the lesser of (a) $2.0 million, or (b) the amount available under our borrowing base (80% of our eligible accounts, minus (1) accrued client lease payables, and minus (2) accrued equipment pool liability). As of September 30, 2016 and December 31, 2015, no amounts were outstanding under the line of credit.
The Fourth Avidbank Amendment also provided for a term loan facility which allowed for advances up to $4,000,000 through June 19, 2016. We made only one draw of $2,000,000 in June 2015. Term loan repayments shall be in 48 equal installments of principal, plus accrued interest at an interest rate of prime plus 1.25% per annum. As of September 30, 2016, outstanding borrowings under the term loan are $1,500,000, of which $500,000 is due within one year. The interest rate is 4.75% as of September 30, 2016.
While there are outstanding credit extensions, we are to maintain a liquidity ratio of cash plus accounts receivable divided by all obligations owing to the bank of at least 1.75 to 1.00, measured monthly, and a debt coverage ratio, whereby adjusted EBITDA for the most recent twelve months shall be no less than 1.50 to 1.00 of the sum of the annual principal payments to come due in respect of the term loan advances plus the annualized interest expense of the quarter ending on the measurement date. We were in compliance with all of the Avidbank agreement covenants as of September 30, 2016 and December 31, 2015.
The foregoing description is qualified in its entirety by reference to the Fourth Amendment to the Loan and Security Agreement between Avidbank Corporate Finance and Auxilio, Inc., which is found as Exhibit 10.1 of our form 10-Q filed on August 14, 2015.
In connection with our entry into the Loan and Security Agreement, we granted Avidbank (a) a general, first-priority security interest in all of our assets, equipment and inventory, and (b) a security interest in all of our intellectual property under an Intellectual Property Security Agreement. As additional consideration for the Loan and Security Agreement, we issued Avidbank a 5-year warrant to purchase up to 72,098 shares of our common stock at an exercise price of $1.39 per share. The foregoing descriptions are qualified in their entirety by reference to the respective agreements. These agreements are found in our Form 8-K filed on May 9, 2012 as Exhibits 10.1, 10.2, 10.3 and 10.4.
Interest charges associated with the Avidbank line of credit, including loan origination costs, totaled $0 and $16,347 respectively, for the nine months ended September 30, 2016 and 2015, respectively. Interest charges associated with the Avidbank term loan, including loan origination costs, totaled $57,224 and $38,120 for the nine months ended September 30, 2016 and 2015, respectively. |
8. Employment Agreements |
9 Months Ended |
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Sep. 30, 2016 | |
Notes | |
8. Employment Agreements | 8. EMPLOYMENT AGREEMENTS
Effective January 1, 2014, we entered into an employment agreement with Joseph J. Flynn, our President and Chief Executive Officer ("CEO") since 2009 (the "Flynn Agreement"). The Flynn Agreement provided that Mr. Flynn would continue his employment as our President and CEO. The Flynn Agreement had a term of two years and provided for an annual base salary of $275,000. Mr. Flynn was also entitled to receive a bonus of up to $150,000 per year, the achievement of which was based on Company performance metrics. Further, the Flynn Agreement revised the vesting schedule of warrants granted to Mr. Flynn in January 2013. The revision spreads the vesting date of the remaining 300,000 unvested shares from 150,000 on January 1, 2015 and 150,000 on January 1, 2016 to 100,000 on January 1, 2015, 100,000 on January 1, 2016 and 100,000 on January 1, 2017. The warrants will vest contingent with the achievement of certain financial performance metrics of the Company for calendar years 2015 and 2016. The calendar year 2014 performance metrics were not met and as such, they did not vest. The calendar year 2015 performance metrics were met. The foregoing summary of the Flynn Agreement is qualified in its entirety by reference to the full context of the employment agreement which is found as Exhibit 10.2 to our 10-Q filing on May 14, 2014.
Effective January 1, 2016, we entered into a new employment agreement with Mr. Flynn (the "2016 Flynn Agreement") whereupon the Flynn Agreement terminated. The 2016 Flynn Agreement provides that Mr. Flynn will continue his employment as our President and CEO. The 2016 Flynn Agreement has a term of two years, provides for an annual base salary of $300,000, and will automatically renew for subsequent twelve (12) month terms unless either party provides advance written notice to the other that such party does not wish to renew the agreement for a subsequent twelve (12) months. Mr. Flynn also receives the customary employee benefits available to our employees. Mr. Flynn is also entitled to receive a bonus of up to $180,000 per year, the achievement of which is based on Company performance metrics. We may terminate Mr. Flynn's employment under the Flynn Agreement without cause at any time on thirty (30) days advance written notice, at which time Mr. Flynn would receive severance pay for twelve months and be fully vested in all options and warrants granted to date. The foregoing summary of the 2016 Flynn Agreement is qualified in its entirety by reference to the full context of the employment agreement, which is found as Exhibit 10.31 to our Form 10-K filed on March 30, 2016.
Effective January 1, 2014, we entered into an employment agreement with Paul T. Anthony, our Chief Financial Officer ("CFO") since 2004 (the "Anthony Agreement"). The Anthony Agreement provided that Mr. Anthony would continue to serve as our EVP and CFO. The Anthony Agreement had a term of two years and provided for an annual base salary of $225,000. Mr. Anthony was also entitled to receive a bonus of up to $108,000 per year, the achievement of which is based on Company performance metrics. Further, the Anthony Agreement revised the vesting schedule of warrants granted to Mr. Anthony in January 2013. The revision spreads the vesting date of the remaining 200,000 unvested shares from 100,000 on January 1, 2015 and 100,000 on January 1, 2016 to 66,667 on January 1, 2015, 66,667 on January 1, 2016 and 66,666 on January 1, 2017. The warrants will vest contingent with the achievement of certain financial performance metrics of the Company for calendar years 2015 and 2016. The calendar year 2014 performance metrics were not met and as such, they did not vest. The calendar year 2015 performance metrics were met. The foregoing summary of the Anthony Agreement is qualified in its entirety by reference to the full context of the employment agreement which is found as Exhibit 10.3 to our 10-Q filing on May 14, 2014.
Effective January 1, 2016, we entered into a new employment agreement with Mr. Anthony (the "2016 Anthony Agreement") whereupon the Anthony Agreement terminated. The 2016 Anthony Agreement provides that Mr. Anthony will continue to serve as our Executive Vice President ("EVP") and CFO. The 2016 Anthony Agreement has a term of two years, and provides for an annual base salary of $245,000. The 2016 Anthony Agreement will automatically renew for subsequent twelve (12) month terms unless either party provides advance written notice to the other that such party does not wish to renew the agreement for a subsequent twelve (12) months. Mr. Anthony also receives the customary employee benefits available to our employees. Mr. Anthony is also entitled to receive a bonus of up to $132,000 per year, the achievement of which is based on Company performance metrics. We may terminate Mr. Anthony's employment under the 2016 Anthony Agreement without cause at any time on thirty (30) days advance written notice, at which time Mr. Anthony would receive severance pay for twelve months and be fully vested in all options and warrants granted to date. The foregoing summary of the 2016 Anthony Agreement is qualified in its entirety by reference to the full context of the employment agreement, which is found as Exhibit 10.32 to our Form 10-K filed on March 30, 2016. |
9. Concentrations |
9 Months Ended |
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Sep. 30, 2016 | |
Notes | |
9. Concentrations | 9. CONCENTRATIONS
Cash Concentrations At times, cash balances held in financial institutions are in excess of federally insured limits. Management performs periodic evaluations of the relative credit standing of financial institutions and limits the amount of risk by selecting financial institutions with a strong credit standing.
Major Customers Our two largest customers accounted for approximately 50% of our revenues for the nine months ended September 30, 2016 and our two largest customers accounted for approximately 35% of our revenues for the nine months ended September 30, 2015. Our largest customers had net accounts receivable totaling approximately $4,000,000 and $2,600,000 as of September 30, 2016 and December 31, 2015 respectively. |
10. Segment Reporting |
9 Months Ended |
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Sep. 30, 2016 | |
Notes | |
10. Segment Reporting | 10. SEGMENT REPORTING
We operate in one business segment based on our integration and management strategies. |
11. Asset Purchase Agreement - Redspin |
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11. Asset Purchase Agreement - Redspin | 11. ASSET PURCHASE AGREEMENT - REDSPIN
On March 31, 2015, Auxilio entered into an Asset Purchase Agreement (the "Purchase Agreement") with Redspin, Inc., a California corporation ("Redspin"), to acquire substantially all of the assets and certain liabilities of Redspin (the "Acquired Assets"). A copy of the Purchase Agreement was filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 6, 2015. On April 7, 2015, the Company completed its acquisition of the Acquired Assets in an asset purchase transaction (the "Transaction") pursuant to the terms and conditions of the Purchase Agreement.
As a result of the consummation of the Purchase Agreement, on April 7, 2015, in consideration for the Acquired Assets, the Company paid Redspin $2,076,966 in cash, less a holdback of $200,000 to cover any indemnification claims made pursuant to the Transaction, and issued 452,284 shares of the Company's restricted common stock, par value $0.001, which was the number of shares having an aggregate value of $500,000, with the price per share equal to the average of the closing price of Auxilio common stock on the OTC Markets for the 20 most recent trading days prior to the date of the Purchase Agreement, rounded up to the nearest whole number of shares. The Company also agreed to pay a cash Earn-out Payment, as defined in the Purchase Agreement, upon the achievement of certain earnings targets in the first year following the date of the Purchase Agreement. Management assigned the fair value of the contingent consideration to be $0 because the earnings targets were not met. No indemnification claims were made prior to June 30, 2016. As such, in July 2016 the Company released the holdback funds to Redspin. The Company reduced the holdback amount paid by $67,811 which represented unrecorded liabilities of Redspin as of the acquisition date.
The Purchase Agreement also provides for the Company to pay employee bonus shares of common stock upon the achievement of the same certain earnings targets and provided they remain with the Company for one year subsequent to the acquisition date. Management previously had considered the $124,000 of fair value of these employee bonus shares to be a component of the acquisition cost. After completing the analysis of the earn-out provisions, Management has determined that the employee bonus shares would be post-combination compensation. The minimum earnings targets were not achieved. Accordingly, no related stock compensation expense has been recorded for the year ended December 31, 2015 or the nine months ended September 30, 2016.
The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:
Purchased identifiable intangible assets are amortized on a straight-line basis over the respective useful lives. Estimated useful lives of the identifiable intangible assets acquired ranges from three to ten years. We also recognized goodwill of $1,192,000. Goodwill is recognized as we expect to be able to realize synergies between the two companies, primarily our ability to provide market and reach for the Redspin products and services to Auxilio's customers.
The Company incurred approximately $70,000 in legal, accounting and other professional fees related to this acquisition, all of which were expensed during the year ended December 31, 2015.
Employment and Independent Contractor Agreements
In connection with the Purchase Agreement, Auxilio and Daniel Berger ("Berger"), CEO of Redspin, entered into an employment agreement (the "Berger Employment Agreement"), pursuant to which Berger was employed to serve as Executive Vice President of Auxilio. The initial term of the Berger Employment Agreement is for two years (unless sooner terminated), and automatically renews for subsequent twelve-month periods unless either party determines to not renew. Berger's base annual salary is $250,000, and Berger is eligible to receive incentive compensation, consistent with that generally offered to executives of the Company. In addition, Auxilio and John Abraham ("Abraham"), Founder of Redspin, entered into an independent contractor agreement (the "Abraham Agreement"), pursuant to which Abraham was retained to perform the work assigned by the Company. The term of the Abraham Agreement is for two years (unless sooner terminated). In consideration for such services, the Company agreed to pay Abraham $11,000 per month.
Pro Forma Information
The following supplemental unaudited pro forma information presents the combined operating results of the Company and the acquired business during the nine months ended September 30, 2016 and 2015, as if the acquisition had occurred at the beginning of each of the periods presented. The pro forma information is based on the historical financial statements of the Company and that of the acquired business. Amounts are not necessarily indicative of the results that may have been attained had the combinations been in effect at the beginning of the periods presented or that may be achieved in the future.
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3. Options and Warrants: Schedule of Stock Options, Activity (Tables) |
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Schedule of Stock Options, Activity | Below is a summary of stock option and warrant activity during the nine-month period ended September 30, 2016:
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3. Options and Warrants: Schedule of Warrants, Activity (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||
Schedule of Warrants, Activity |
|
3. Options and Warrants: Schedule of Stock-Based Compensation Exprense Allocation (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||
Schedule of Stock-Based Compensation Exprense Allocation | For the three and nine months ended September 30, 2016 and 2015, stock-based compensation expense recognized in the consolidated statements of operations as follows:
|
4. Net Income (loss) Per Share: Schedule of Computation of Earnings Per Share, Basic and Diluted (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Computation of Earnings Per Share, Basic and Diluted |
|
5. Accounts Receivable: Schedule of Accounts Receivable (Tables) |
9 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||
Tables/Schedules | ||||||||||||||||
Schedule of Accounts Receivable | A summary of accounts receivable is as follows:
|
6. Intangible Assets: Schedule of Intangible Assets (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Intangible Assets | Intangible assets are amortized over expected useful lives ranging from 1.5 to 10 years and consist of the following:
|
11. Asset Purchase Agreement - Redspin: Schedule of Allocation of the Purchase Price of the Assets Acquired and Liabilities Assumed (Tables) |
9 Months Ended | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||
Redspin, Inc. | |||||||||||||||||||||||
Schedule of Allocation of the Purchase Price of the Assets Acquired and Liabilities Assumed | The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:
|
11. Asset Purchase Agreement - Redspin: Business Acquisition, Pro Forma Information (Tables) |
9 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||||||||||||||
Redspin, Inc. | ||||||||||||||||||||||
Business Acquisition, Pro Forma Information |
|
3. Options and Warrants (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Granted, Weighted Average Exercise Price | $ 0.96 | |||
Fair Value Assumptions, Method Used | Black-Scholes option-pricing model | |||
Dividend yield | 0.00% | |||
Expected life of options | 3 years | |||
Stock-based compensation expense | $ 48,251 | $ 109,670 | $ 150,443 | $ 334,284 |
Redspin, Inc. | ||||
Stock-based compensation expense | $ 62,000 | |||
Minimum | ||||
Granted, Weighted Average Exercise Price | $ 0.80 | |||
Risk-free interest rate | 0.08% | |||
Estimated volatility | 45.95% | |||
Maximum | ||||
Granted, Weighted Average Exercise Price | $ 1.02 | |||
Risk-free interest rate | 0.40% | |||
Estimated volatility | 46.29% |
3. Options and Warrants: Schedule of Warrants, Activity (Details) |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
$ / shares
shares
| |
Details | |
Outstanding, Beginning Balance | shares | 1,975,231 |
Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 1.21 |
Granted | shares | 0 |
Granted, Weighted Average Exercise Price | $ 0 |
Exercised | shares | (105,139) |
Exercised, Weighted Average Exercise Price | $ 0.60 |
Cancelled | shares | (891,328) |
Cancelled, Weighted Average Exercise Price | $ 1.27 |
Outstanding, Ending Balance | shares | 978,764 |
Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.05 |
Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 11 days |
Outstanding, Intrinsic Value | $ | $ 0 |
Exercisable | 745,432 |
Exercisable, Weighted Average Exercise Price | $ 1.06 |
Exercisable, Weighted Average Remaining Contractual Life | 5 years 7 months 10 days |
Exercisable, Intrinsic Value | $ | $ 0 |
3. Options and Warrants: Schedule of Stock-Based Compensation Exprense Allocation (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Stock-based compensation expense | $ 48,251 | $ 109,670 | $ 150,443 | $ 334,284 |
Cost of revenues | ||||
Stock-based compensation expense | 9,620 | 70,396 | 33,535 | 127,953 |
Sales and marketing | ||||
Stock-based compensation expense | 6,927 | 8,319 | 23,529 | 25,885 |
General and administrative expense | ||||
Stock-based compensation expense | $ 31,704 | $ 30,955 | $ 93,379 | $ 180,446 |
4. Net Income (loss) Per Share (Details) - $ / shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Dilutive securities included in the computation of earnings per share | 259,384 | 709,167 | 356,057 | 0 |
Options And Warrants | ||||
Potentially Dilutive Securities | 5,395,701 | 6,529,786 | 5,395,701 | 6,529,786 |
Dilutive securities included in the computation of earnings per share | 259,384 | 356,057 | ||
Options And Warrants | Minimum | ||||
Potentially dilutive securities, exercise price | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 |
Options And Warrants | Maximum | ||||
Potentially dilutive securities, exercise price | $ 2.15 | $ 2.15 | $ 2.15 | $ 2.15 |
4. Net Income (loss) Per Share: Schedule of Computation of Earnings Per Share, Basic and Diluted (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Numerator: | ||||
Net income (loss) | $ 674,360 | $ 529,814 | $ 1,168,802 | $ (152,465) |
Denominator: | ||||
Denominator for basic calculation weighted average shares | 24,557,224 | 24,274,815 | 24,506,934 | 24,050,960 |
Dilutive Common Stock equivalents: | ||||
Options and warrants | 259,384 | 709,167 | 356,057 | 0 |
Denominator for diluted calculation weighted average | 24,816,608 | 24,983,982 | 24,862,991 | 24,050,960 |
Net loss per share: | ||||
Basic net income (loss) per share | $ 0.03 | $ 0.02 | $ 0.05 | $ (0.01) |
Diluted net loss per share | $ 0.03 | $ 0.02 | $ 0.05 | $ (0.01) |
5. Accounts Receivable: Schedule of Accounts Receivable (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Details | ||
Trade receivables | $ 6,293,565 | $ 7,458,022 |
Unapplied advances and unbilled revenue, net | 992,554 | (60,065) |
Allowance for doubtful accounts | 0 | 0 |
Total accounts receivable | $ 7,286,119 | $ 7,397,957 |
7. Line of Credit and Term Loan (Details) - USD ($) |
9 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2012 |
Jun. 19, 2016 |
Jun. 19, 2015 |
May 09, 2012 |
May 04, 2012 |
|
Line of Credit Facility, Initiation Date | May 04, 2012 | ||||||
Avidbank | Line of Credit | |||||||
Interest Charges | $ 0 | $ 16,347 | |||||
Avidbank | Term Loan | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | ||||||
Long-term Line of Credit | $ 1,500,000 | $ 2,000,000 | |||||
Debt Instrument, Interest Rate Terms | prime plus 1.25% per annum | ||||||
Line of Credit, Current | $ 500,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | ||||||
Warrants, Outstanding | 72,098 | ||||||
Exercise Price of Warrants | $ 1.39 | ||||||
Interest Charges | $ 57,224 | $ 38,120 | |||||
Loan And Security Agreement | Avidbank | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | ||||||
Line of Credit Facility, Borrowing Capacity, Description | The amount available to us at any given time is the lesser of (a) $2.0 million, or (b) the amount available under our borrowing base (80% of our eligible accounts, minus (1) accrued client lease payables, and minus (2) accrued equipment pool liability). As of September 30, 2016 and December 31, 2015, no amounts were outstanding under the line of credit. | ||||||
Loan And Security Agreement | Avidbank | Line of Credit | |||||||
Debt Instrument, Description of Variable Rate Basis | prime plus 1.0% per annum | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.25% | ||||||
Loan And Security Agreement | Avidbank | Term Loan | |||||||
Debt Instrument, Description of Variable Rate Basis | prime plus 0.75% per annum | ||||||
Debt Instrument, Maturity Date | Jun. 19, 2017 | ||||||
Line of Credit Facility, Covenant Terms | While there are outstanding credit extensions, we are to maintain a liquidity ratio of cash plus accounts receivable divided by all obligations owing to the bank of at least 1.75 to 1.00, measured monthly, and a debt coverage ratio, whereby adjusted EBITDA for the most recent twelve months shall be no less than 1.50 to 1.00 of the sum of the annual principal payments to come due in respect of the term loan advances plus the annualized interest expense of the quarter ending on the measurement date. We were in compliance with all of the Avidbank agreement covenants as of September 30, 2016 and December 31, 2015. |
8. Employment Agreements (Details) - USD ($) |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2016 |
Dec. 31, 2014 |
|
Chief Executive Officer | ||
Base Salary, Annual Amount | $ 300,000 | $ 275,000 |
Salary Bonus, Annual Amount | 180,000 | $ 150,000 |
Employment Agreement, Revised Warrant Vesting Schedule Description | The revision spreads the vesting date of the remaining 300,000 unvested shares from 150,000 on January 1, 2015 and 150,000 on January 1, 2016 to 100,000 on January 1, 2015, 100,000 on January 1, 2016 and 100,000 on January 1, 2017 | |
Chief Financial Officer | ||
Base Salary, Annual Amount | 245,000 | $ 225,000 |
Salary Bonus, Annual Amount | $ 132,000 | $ 108,000 |
Employment Agreement, Revised Warrant Vesting Schedule Description | The revision spreads the vesting date of the remaining 200,000 unvested shares from 100,000 on January 1, 2015 and 100,000 on January 1, 2016 to 66,667 on January 1, 2015, 66,667 on January 1, 2016 and 66,666 on January 1, 2017. |
9. Concentrations (Details) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
|
Accounts receivable, net | $ 7,286,119 | $ 7,397,957 | |
Customer Concentration Risk | |||
Accounts receivable, net | $ 4,000,000 | $ 2,600,000 | |
Sales | Customer Concentration Risk | |||
Concentration Risk, Percentage | 50.00% | 35.00% |
11. Asset Purchase Agreement - Redspin (Details) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
|
Payment for purchase of Redspin | $ 1,876,966 | ||
Daniel Berger | |||
Base Salary, Annual Amount | $ 250,000 | ||
John Abraham | |||
Base Salary, Monthly Amount | 11,000 | ||
Redspin, Inc. | |||
Payment for purchase of Redspin | 2,076,966 | ||
Allocated Holdback | 200,000 | ||
Holdback amount | $ 67,811 | ||
Business Combination, Contingent Consideration Arrangements, Basis for Amount | The Purchase Agreement also provides for the Company to pay employee bonus shares of common stock upon the achievement of the same certain earnings targets and provided they remain with the Company for one year subsequent to the acquisition date. Management previously had considered the $124,000 of fair value of these employee bonus shares to be a component of the acquisition cost. After completing the analysis of the earn-out provisions, Management has determined that the employee bonus shares would be post-combination compensation. The minimum earnings targets were not achieved. Accordingly, no related stock compensation expense has been recorded for the year ended December 31, 2015 or the nine months ended September 30, 2016. | ||
Legal, accounting and other professional fees related to acquisition | $ 70,000 | ||
Redspin, Inc. | Minimum | |||
Estimated useful life of the identifiable intangible assets acquired | 3 years | ||
Redspin, Inc. | Maximum | |||
Estimated useful life of the identifiable intangible assets acquired | 10 years | ||
Redspin, Inc. | Common Stock | |||
Stock Issued During Period, Shares, Acquisitions | 452,284 | ||
Stock Issued During Period, Value, Acquisitions | $ 500,000 |
11. Asset Purchase Agreement - Redspin: Schedule of Allocation of the Purchase Price of the Assets Acquired and Liabilities Assumed (Details) - Redspin, Inc. |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
| |
Goodwill | $ 1,192,000 |
Accounts Receivable | 180,409 |
Other assets received | 19,009 |
Accounts payable and accrued expenses | (23,196) |
Accrued compensation | (118,009) |
Deferred revenue | (31,247) |
Total | 3,168,966 |
Acquired Technology | |
Finite-lived Intangible Assets Acquired | 1,050,000 |
Customer Relationships | |
Finite-lived Intangible Assets Acquired | 600,000 |
Trademarks | |
Finite-lived Intangible Assets Acquired | 200,000 |
Noncompete Agreements | |
Finite-lived Intangible Assets Acquired | $ 100,000 |
11. Asset Purchase Agreement - Redspin: Business Acquisition, Pro Forma Information (Details) - Redspin, Inc. - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Pro forma revenue | $ 44,004,091 | $ 45,888,738 |
Pro forma net income (loss) | $ 1,168,802 | $ (353,344) |
Pro forma basic net income (loss) per share | $ 0.05 | $ (0.01) |
Pro forma diluted net loss per share | $ 0.05 | $ (0.01) |
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