Commission File Number: 0-25203
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OmniComm Systems, Inc.
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(Exact name of registrant as specified in its Charter)
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Delaware
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11-3349762
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(State or other jurisdiction of Incorporation or organization)
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(IRS Employer Identification Number)
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2101 W. Commercial Blvd. Suite 3500, Ft. Lauderdale, FL
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33309
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(Address of principal executive offices)
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(Zip Code)
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954.473.1254
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(Registrant’s Telephone Number including area code)
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer(Do not check if smaller reporting company)
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[ ]
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Smaller reporting company
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[√]
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EXHIBIT NO.
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DESCRIPTION
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31.1*
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Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial and Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
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101.INS***
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XBRL Instance Document
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101.SCH***
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XBRL Taxonomy Extension Schema Document
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101.CAL***
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XBRL Taxonomy Extension Calculation Document
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101.DEF***
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XBRL Taxonomy Extension Definition Document
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101.LAB***
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XBRL Taxonomy Extension Label Document
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101.PRE***
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XBRL Taxonomy Extension Presentation Document
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*
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Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the Securities and Exchange Commission on August 3, 2012.
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**
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Previously furnished with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the Securities and Exchange Commission on August 3, 2012.
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***
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In accordance with Rule 406T of Regulation S-T, the information in Exhibit 101 is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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OMNICOMM SYSTEMS, INC.
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By:
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/s/Cornelis F. Wit
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Cornelis F Wit, Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/Ronald T. Linares
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Ronald T. Linares, Chief Accounting and Financial Officer
(Principal Financial Officer)
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101.INS* | XBRL Instance Document |
101.SCH* | XBRL Taxonomy Extension Schema Document |
101.CAL* | XBRL Taxonomy Extension Calculation Document |
101.DEF* | XBRL Taxonomy Extension Definition Document |
101.LAB* | XBRL Taxonomy Extension Label Document |
101.PRE* | XBRL Taxonomy Extension Presentation Document |
*
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In accordance with Rule 406T of Regulation S-T, the information in Exhibit 101 is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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Note 2 - Summary of Significant Accounting Policies (Detail) - Allowance For Doubtful Account Summary (USD $)
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6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2012
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Dec. 31, 2011
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Beginning of period | $ 142,444 | $ 269,869 |
Bad debt expense | 84,144 | (119,889) |
Write-offs | 0 | (7,536) |
End of period | $ 226,588 | $ 142,444 |
Note 9 - Convertible Notes Payable (Detail) - Convertible Debt Maturity Payments (USD $)
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Jun. 30, 2012
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---|---|
Total | $ 9,665,000 |
Convertible Debt [Member]
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2012 | 9,665,000 |
2013 | 0 |
2014 | 0 |
2015 | $ 0 |
Note 6 - Intangible Assets, At Cost (Detail) - Intangible Assets (USD $)
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6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Dec. 31, 2011
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Cost | $ 1,392,701 | $ 1,392,701 |
Accumulated Amortization | 1,392,701 | 1,160,584 |
Net Book Value | 0 | 232,117 |
Customer Lists [Member]
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Cost | 1,392,701 | 1,392,701 |
Accumulated Amortization | 1,392,701 | 1,160,584 |
Net Book Value | $ 0 | $ 232,117 |
Estimated Useful Lives | 3 years |
Note 14 - Employee Equity Incentive Plans (Detail) - Vested Shares (USD $)
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6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Number of options vested | 592,083 | 1,165,000 |
Fair value of options vested (in Dollars) | $ 62,934 | $ 292,453 |
Note 10 - Fair Value Measurement (Detail) - Fair Value Of Liabilities Measured On A Recurring Basis (USD $)
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Dec. 31, 2012
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Jun. 30, 2012
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Derivatives: (1) (2) | ||||||||
Fair Value | $ 2,451,619 | [1],[2] | $ 3,040,402 | [1],[2] | ||||
Conversion Feature Liability [Member] | Fair Value, Inputs, Level 1 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 0 | 0 | ||||||
Conversion Feature Liability [Member] | Fair Value, Inputs, Level 2 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 0 | 0 | ||||||
Conversion Feature Liability [Member] | Fair Value, Inputs, Level 3 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 758,911 | 928,995 | ||||||
Conversion Feature Liability [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 758,911 | [1],[2] | 928,995 | [1],[2] | ||||
Warrant Liability [Member] | Fair Value, Inputs, Level 1 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 0 | 0 | ||||||
Warrant Liability [Member] | Fair Value, Inputs, Level 2 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 0 | 0 | ||||||
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 1,692,708 | 2,111,407 | ||||||
Warrant Liability [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 1,692,708 | [1],[2] | 2,111,407 | [1],[2] | ||||
Fair Value, Inputs, Level 1 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 0 | 0 | ||||||
Fair Value, Inputs, Level 2 [Member]
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||||||||
Derivatives: (1) (2) | ||||||||
Fair Value | 0 | 0 | ||||||
Fair Value, Inputs, Level 3 [Member]
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Derivatives: (1) (2) | ||||||||
Fair Value | $ 2,451,619 | $ 3,040,402 | ||||||
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Note 15 - Income taxes (Detail) - Deferred Income Taxes (USD $)
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Jun. 30, 2012
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Dec. 31, 2011
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---|---|---|
Amortization of intangibles | $ 283,698 | $ 283,698 |
Bad debt allowance | 84,292 | 52,629 |
Patent litigation liability accrual | 426,499 | 468,891 |
Operating loss carryforwards | 17,236,909 | 16,920,055 |
Gross deferred tax assets | 18,031,398 | 17,725,273 |
Valuation allowance | (18,031,398) | (17,725,273) |
Net deferred tax asset | $ 0 | $ 0 |
Note 5 - Property and Equipment, Net (Detail) - Property And Equipment (USD $)
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6 Months Ended | |
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Jun. 30, 2012
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Dec. 31, 2011
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Cost | $ 3,096,652 | $ 3,211,311 |
Accumulated Depreciation | 2,593,314 | 2,445,104 |
Net Book Value | 503,338 | 766,207 |
Computer And Office Equipment [Member]
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Cost | 1,429,323 | 1,550,907 |
Accumulated Depreciation | 1,101,228 | 1,094,152 |
Net Book Value | 328,095 | 456,755 |
Estimated Useful Lives | 5 years | |
Leasehold Improvements [Member]
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Cost | 75,476 | 75,476 |
Accumulated Depreciation | 64,340 | 60,785 |
Net Book Value | 11,136 | 14,691 |
Estimated Useful Lives | 5 years | |
Software [Member]
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Cost | 1,484,786 | 1,477,539 |
Accumulated Depreciation | 1,341,550 | 1,207,662 |
Net Book Value | 143,236 | 269,877 |
Estimated Useful Lives | 3 years | |
Furniture and Fixtures [Member]
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Cost | 107,067 | 107,389 |
Accumulated Depreciation | 86,196 | 82,505 |
Net Book Value | $ 20,871 | $ 24,884 |
Estimated Useful Lives | 5 years |
Note 13 - Stockholders' (Deficit) (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Schedule of Dividends Payable [Table Text Block] |
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Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] |
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Schedule of Share-based Compensation, Activity [Table Text Block] |
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Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] |
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Warrant [Member]
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Schedule of Share-based Compensation, Activity [Table Text Block] |
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Note 14 - Employee Equity Incentive Plans (Detail) - Weighted Average Grant Date Fair Value Activity (USD $)
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6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Stock options granted during the six month period ended June 30, | $ 0.00 | $ 0.11 |
Stock options vested during the six month period ended June 30, | $ 0.11 | $ 0.25 |
Stock options forfeited during the six month period ended June 30, | $ 0.11 | $ 0.19 |
Note 10 - Fair Value Measurement (Detail) - Other Income (USD $)
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6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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The net amount of total gains/(losses) for the period included in earnings attributable to the unrealized gain or loss from changes in derivative liabilities at the reporting date | $ (588,784) | $ (2,964,751) |
Total unrealized gains/(losses) included in earnings | $ (588,784) | $ (2,964,751) |
Note 15 - Income taxes (Detail) - A Reconciliation of Income Tax Expense (USD $)
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6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Statutory rate applied to loss before income taxes | $ (672,257) | $ (1,840,572) |
Non deductible expenses | 323,739 | 1,348,952 |
Change in deferred assets | 42,392 | 45,963 |
Change in valuation allowance | 306,126 | 445,657 |
Income tax expense (benefit) | $ 0 | $ 0 |
Note 15 - Income taxes (Detail) - The Components of Income Tax Expense (Benefit) (USD $)
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6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
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Current tax expense (benefit): | ||
Income tax at statutory rates | $ 0 | $ 0 |
Deferred tax expense (benefit): | ||
Deferred tax expense (benefit) | (306,126) | (445,657) |
Valuation allowance | 306,126 | 445,657 |
Total tax expense (benefit) | 0 | 0 |
Bad Debt Allowance [Member]
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Deferred tax expense (benefit): | ||
Deferred tax expense (benefit) | (31,664) | 0 |
Operating Loss Carryforward [Member]
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Deferred tax expense (benefit): | ||
Deferred tax expense (benefit) | (316,854) | (491,620) |
Patent Litigation Settlement [Member]
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Deferred tax expense (benefit): | ||
Deferred tax expense (benefit) | $ 42,392 | $ 45,963 |
Note 14 - Employee Equity Incentive Plans (Detail) - Stock Options Oustanding (USD $)
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6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2012
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Dec. 31, 2011
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Range 0 - .20 [Member] | Outstanding [Member]
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Outstanding stock options (in Shares) | 3,268,500 | 3,376,000 |
Weighted average remaining contractual life | 3 years 87 days | 3 years 9 months |
Weighted average outstanding strike price | $ 0.15 | $ 0.15 |
Range 0 - .20 [Member] | Vested [Member]
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Vested stock options (in Shares) | 2,075,833 | 1,547,500 |
Weighted average remaining vested contractual life | 2 years 310 days | 3 years 7 days |
Weighted average vested strike price | $ 0.18 | $ 0.20 |
Range 0 - .20 [Member] | Minimum [Member]
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Strike price range ($) | $ 0.00 | $ 0.00 |
Range 0 - .20 [Member] | Maximum [Member]
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Strike price range ($) | $ 0.20 | $ 0.20 |
Range .21-.29 [Member] | Outstanding [Member]
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Outstanding stock options (in Shares) | 2,775,000 | 2,785,000 |
Weighted average remaining contractual life | 1 year 211 days | 2 years 29 days |
Weighted average outstanding strike price | $ 0.26 | $ 0.26 |
Range .21-.29 [Member] | Vested [Member]
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Vested stock options (in Shares) | 2,775,000 | 2,785,000 |
Weighted average remaining vested contractual life | 1 year 211 days | 2 years 29 days |
Weighted average vested strike price | $ 0.26 | $ 0.26 |
Range .21-.29 [Member] | Minimum [Member]
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Strike price range ($) | $ 0.21 | $ 0.21 |
Range .21-.29 [Member] | Maximum [Member]
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Strike price range ($) | $ 0.29 | $ 0.29 |
Range .30 -.49 [Member] | Outstanding [Member]
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Outstanding stock options (in Shares) | 875,000 | 875,000 |
Weighted average remaining contractual life | 1 year 146 days | 1 year 328 days |
Weighted average outstanding strike price | $ 0.45 | $ 0.45 |
Range .30 -.49 [Member] | Vested [Member]
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Vested stock options (in Shares) | 875,000 | 875,000 |
Weighted average remaining vested contractual life | 1 year 146 days | 1 year 328 days |
Weighted average vested strike price | $ 0.45 | $ 0.45 |
Range .30 -.49 [Member] | Minimum [Member]
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Strike price range ($) | $ 0.30 | $ 0.30 |
Range .30 -.49 [Member] | Maximum [Member]
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Strike price range ($) | $ 0.49 | $ 0.49 |
Range .50 -.70 [Member] | Outstanding [Member]
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Outstanding stock options (in Shares) | 4,122,000 | 4,122,000 |
Weighted average remaining contractual life | 1 year 160 days | 1 year 343 days |
Weighted average outstanding strike price | $ 0.60 | $ 0.60 |
Range .50 -.70 [Member] | Vested [Member]
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Vested stock options (in Shares) | 4,122,000 | 4,122,000 |
Weighted average remaining vested contractual life | 1 year 160 days | 1 year 343 days |
Weighted average vested strike price | $ 0.60 | $ 0.60 |
Range .50 -.70 [Member] | Minimum [Member]
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Strike price range ($) | $ 0.50 | $ 0.50 |
Range .50 -.70 [Member] | Maximum [Member]
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Strike price range ($) | $ 0.70 | $ 0.70 |
Outstanding [Member]
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Outstanding stock options (in Shares) | 11,040,500 | 11,158,000 |
Weighted average remaining contractual life | 2 years 3 days | 2 years 189 days |
Weighted average outstanding strike price | $ 0.37 | $ 0.37 |
Vested [Member]
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Vested stock options (in Shares) | 9,847,833 | 9,329,500 |
Weighted average remaining vested contractual life | 1 year 281 days | 2 years 58 days |
Weighted average vested strike price | $ 0.40 | $ 0.42 |
Minimum [Member]
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Strike price range ($) | $ 0.00 | $ 0.00 |
Maximum [Member]
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Strike price range ($) | $ 0.70 | $ 0.70 |
Note 4 - Earnings (Loss) Per Share (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] |
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Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block] |
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Note 8 - Notes Payable (Detail) (USD $)
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6 Months Ended | |||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Dec. 31, 2011
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Dec. 01, 2011
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Nov. 23, 2011
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Oct. 31, 2011
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Oct. 28, 2011
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Oct. 05, 2011
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Dec. 31, 2010
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Sep. 30, 2010
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Jun. 29, 2010
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Apr. 13, 2010
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Sep. 30, 2011
Promissory Note 1 [Member]
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Sep. 30, 2011
Promissory Note 2 [Member]
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Sep. 30, 2011
Promissory Note 3 [Member]
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Sep. 30, 2011
Promissory Note 4 [Member]
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Sep. 30, 2011
Promissory Note 5 [Member]
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Sep. 30, 2011
Promissory Note 6 [Member]
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Jun. 30, 2012
Note Payable 10 [Member]
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Dec. 31, 2011
Note Payable 10 [Member]
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Mar. 31, 2011
Note Payable 10 [Member]
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Jun. 30, 2012
Note Payable 11 [Member]
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Dec. 31, 2011
Note Payable 11 [Member]
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May 13, 2011
Note Payable 11 [Member]
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Sep. 30, 2011
Note Payable 12 [Member]
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Dec. 31, 2010
Note Payable Maturing April 1, 2012 [Member]
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Dec. 31, 2011
Consolidated Note [Member]
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Sep. 02, 2011
Note Payable CEO [Member]
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Dec. 31, 2011
Promissory Note Maturing January 1, 2013 [Member]
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Dec. 31, 2011
Promissory Note Maturing April 1, 2014 [Member]
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Dec. 31, 2011
Promissory Note $130,000 Maturing April 2014 [Member]
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Dec. 31, 2011
Promissory Note $123,000 Maturing April 1, 2014 [Member]
|
Dec. 31, 2011
Promissory Note $82,000 Maturing April 1, 2014 [Member]
|
Dec. 31, 2011
Promissory Note $60,000 Maturing January 1, 2013 [Member]
|
Dec. 31, 2011
Net of Warrants [Member]
|
|
Notes Payable | $ 5,250,665 | $ 5,270,665 | $ 150,000 | $ 60,000 | $ 82,000 | $ 123,000 | $ 130,000 | $ 1,197,500 | $ 695,000 | $ 115,000 | $ 450,000 | $ 80,000 | $ 15,000 | $ 35,000 | $ 32,000 | $ 80,000 | $ 100,000 | $ 2,866,879 | $ 2,866,879 | $ 1,688,018 | $ 1,600,000 | $ 1,600,000 | $ 96,000 | $ 342,000 | $ 409,379 | $ 1,600,000 | $ 50,000 | $ 96,000 | $ 342,000 | $ 130,000 | $ 123,000 | $ 82,000 | $ 60,000 | $ 1,352,001 |
Debt Instrument, Face Amount | 2,866,879 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 6,400,000 | 11,467,517 | ||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.25 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||
Derivative Liabilities | 247,999 | 1,178,861 | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 36 months | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.25 | |||||||||||||||||||||||||||||||||
Interest Payable | $ 767,000 |
Note 15 - Income taxes (Detail) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Operating Loss Carryforwards | $ 48,052,398 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 203,068 |
Note 9 - Convertible Notes Payable (Detail) (USD $)
|
6 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 33 Months Ended | 12 Months Ended | 30 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
Dec. 01, 2011
|
Nov. 23, 2011
|
Oct. 31, 2011
|
Oct. 28, 2011
|
Oct. 05, 2011
|
Mar. 30, 2011
Extended Maturity [Member]
Convertible Note Payable 4 [Member]
|
Jun. 30, 2012
Extended Maturity [Member]
Convertible Note Payable 5 [Member]
|
Mar. 30, 2011
Director [Member]
Convertible Note Payable 4 [Member]
|
Jun. 30, 2012
Director [Member]
Convertible Note Payable 5 [Member]
|
Jun. 30, 2012
Convertible Note Payable 1 [Member]
|
Dec. 31, 1999
Convertible Note Payable 1 [Member]
|
Jun. 30, 2004
Convertible Note Payable 1 [Member]
|
Mar. 30, 2011
Convertible Note Payable 4 [Member]
|
Sep. 30, 2009
Convertible Note Payable 4 [Member]
|
Jun. 30, 2012
Convertible Note Payable 4 [Member]
|
Dec. 31, 2009
Convertible Note Payable 5 [Member]
|
Jun. 30, 2012
Convertible Note Payable 5 [Member]
|
|
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 10.00% | 12.00% | 12.00% | |||||||||||
Convertible Notes Payable (in Dollars) | $ 9,665,000 | $ 1,200,000 | $ 1,490,000 | $ 1,100,000 | $ 1,440,000 | $ 862,500 | $ 1,400,000 | $ 1,490,000 | ||||||||||||
Debt Issuance Cost | 119,625 | |||||||||||||||||||
Proceeds from Issuance of Debt | 742,875 | 1,490,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1.25 | $ 0.25 | $ 0.25 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 787,500 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,495,179 | |||||||||||||||||||
Long-term Debt, Gross | 75,000 | |||||||||||||||||||
Interest Payable | 767,000 | 98,468 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 6,400,000 | 5,600,000 | 5,960,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.25 | 0.25 | 0.25 | |||||||||||||||||
Proceeds from Issuance of Secured Debt | 1,400,000 | |||||||||||||||||||
Repayments of Notes Payable | $ 20,000 | $ 212,500 | $ 200,000 | |||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.25 | $ 0.25 |
Note 13 - Stockholders' (Deficit) (Detail) - Accumulated Other Comprehensive Gain (Loss) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
Jun. 30, 2012
Foreign Currency Translation [Member]
|
Dec. 31, 2011
Foreign Currency Translation [Member]
|
Dec. 31, 2010
Foreign Currency Translation [Member]
|
Jun. 30, 2012
Accumulated Other Comprehensive Gain (Loss) [Member]
|
Dec. 31, 2011
Accumulated Other Comprehensive Gain (Loss) [Member]
|
Dec. 31, 2010
Accumulated Other Comprehensive Gain (Loss) [Member]
|
|
Balance | $ (60,902,000) | $ (53,714,000) | $ (24,298,000) | $ (60,902,000) | $ (53,714,000) | $ (24,298,000) | |||||
Activity | $ (5,966) | $ (1,939) | $ (7,188) | $ (11,514) | $ (29,416) | $ (7,188,000) | $ (29,416,000) | $ (7,188,000) | $ (29,416,000) |
Note 11 - Commitments and Contingencies (Detail) - Minimum Royalty Payments Per Year (USD $)
|
Jun. 30, 2012
|
---|---|
2012 | $ 737,500 |
2013 | 450,000 |
2014 | 450,000 |
2015 | 450,000 |
2016 | 450,000 |
2017 | 450,000 |
Total | $ 2,987,500 |
Note 6 - Intangible Assets, At Cost (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Amortization of Intangible Assets | $ 116,058 | $ 116,058 | $ 232,117 | $ 232,117 |
Note 2 - Summary of Significant Accounting Policies
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Significant Accounting Policies [Text Block] |
NOTE
2: SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF
PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The
Company’s accounts include those of all its
wholly-owned subsidiaries, which are more fully described in
the Company’s 2011 Annual Report filed on Form 10-K
with the Securities and Exchange Commission, and have been
prepared in conformity with (i) accounting principles
generally accepted in the United States of America; and (ii)
the rules and regulations of the United States Securities and
Exchange Commission. All significant intercompany
accounts and transactions between the Company and its
subsidiaries have been eliminated in consolidation.
UNAUDITED
FINANCIAL STATEMENTS
The
accompanying unaudited condensed consolidated financial
statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United
States of America for interim financial information, pursuant
to the rules and regulations of the Securities and Exchange
Commission. Pursuant to such rules and regulations, certain
financial information and footnote disclosures normally
included in the consolidated financial statements have been
condensed or omitted. The results for the periods indicated
are unaudited, but reflect all adjustments (consisting only
of normally recurring adjustments) which management considers
necessary for a fair presentation of operating
results.
The
operating results for the three and six month periods
ended June 30, 2012 are not necessarily indicative of the
results that may be expected for the year-ended
December 31, 2012. These unaudited condensed
consolidated financial statements should be read in
conjunction with the consolidated financial statements and
footnotes thereto included in the Company’s Annual
Report on Form 10-K for the year-ended December 31,
2011.
ESTIMATES
IN FINANCIAL STATEMENTS
The
preparation of the unaudited condensed consolidated financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and footnotes thereto. Significant
estimates incorporated in our financial statements include
the recorded allowance for doubtful accounts, the estimate of
the appropriate amortization period of our intangible assets,
the evaluation of whether our intangible assets have suffered
any impairment, the allocation of revenues under
multiple-element customer contracts, royalty-based patent
liabilities, the value of derivatives associated with debt
issued by the Company and the valuation of any corresponding
discount to the issuance of our debt. Actual
results may differ from those estimates.
RECLASSIFICATIONS
Certain
reclassifications have been made in the 2011 financial
statements to conform to the 2012
presentation. These reclassifications did not have
any effect on our net loss or shareholders’
deficit.
FOREIGN
CURRENCY TRANSLATION
The
financial statements of the Company’s foreign
subsidiaries are translated in accordance with ASC 830-30,
Foreign
Currency Matters—Translation of Financial
Statements. The reporting currency for the Company is
the U.S. dollar. The functional currencies of the
Company’s subsidiaries, OmniComm Europe GmbH in Germany
and OmniComm Ltd., in the United Kingdom, are the Euro and
British Pound Sterling, respectively. Accordingly, the
assets and liabilities of the Company’s foreign
subsidiaries are translated into U.S. dollars using the
exchange rate in effect at each balance sheet date. Revenue
and expense accounts of the Company’s foreign
subsidiaries are translated using an average rate of exchange
during the period. Foreign currency translation adjustments
are accumulated as a component of other comprehensive income
(loss) as a separate component of stockholders’ equity.
Gains and losses arising from transactions denominated in
foreign currencies are primarily related to intercompany
accounts that have been determined to be temporary in nature
and accordingly, are recorded directly to the statement of
operations. We record translation gains and losses
in accumulated other comprehensive income as a component of
stockholders’ equity. We recorded translation losses of
$7,188 and $11,514 for the six month periods ended June 30,
2012 and June 30, 2011.
REVENUE
RECOGNITION POLICY
The
Company derives revenues from software licenses and services
of its EDC products and services which can be purchased on a
stand-alone basis. License revenues are derived principally
from the sale of term licenses for the following software
products offered by the Company: TrialMaster,
TrialOne and eClinical Suite
(the “EDC
Software”). Service revenues are derived
principally from the Company's delivery of the hosted
solutions of its TrialMaster
and eClinical
Suite software products, and consulting services and
customer support, including training, for all of the
Company's products.
The
Company recognizes revenues when all of the following
conditions are satisfied: (1) there is persuasive
evidence of an arrangement; (2) the product or service
has been provided to the customer; (3) the collection of
fees is probable; and (4) the amount of fees to be paid
by the customer is fixed or determinable.
The
Company operates in one reportable segment which is the
delivery of EDC Software and services to clinical trial
sponsors. The Company segregates its revenues
based on the activity cycle used to generate its
revenues. Accordingly, revenues are currently
generated through four main activities. These activities
include hosted applications, licensing, professional services
and maintenance-related services.
Hosted
Application Revenues
The
Company offers its TrialMaster
and eClinical
Suite software products as hosted application
solutions delivered through a standard Web-browser, with
customer support and training services. The Company's TrialOne
solution is presently available only on a licensed basis. To
date, hosted applications revenues have been primarily
related to TrialMaster.
Revenues
resulting from TrialMaster
and eClinical
Suite application hosting services consist of three
components of services for each clinical trial: the first
component is comprised of application set up, including
design of electronic case report forms and edit checks,
installation and server configuration of the
system. The second component involves application
hosting and related support services as well as billable
change orders which consist of amounts billed to customers
for functionality changes made. The third stage involves
services required to close out, or lock, the database for the
clinical trial.
Fees
charged and costs incurred for the trial system design, set
up and implementation are amortized and recognized ratably
over the estimated hosting period. Work performed
outside the original scope of work is contracted for
separately as an additional fee and is generally recognized
ratably over the remaining term of the hosting period. Fees
for the first and third stages of the service are billed
based upon milestones. Revenues earned upon
completion of a contractual milestone are deferred and
recognized over the estimated remaining hosting
period. Fees for application hosting and
related services in the second stage are generally billed
quarterly in advance. Revenues resulting from
hosting services for the eClinical
Suite products consist of installation and server
configuration, application hosting and related support
services. Services for this offering are generally charged as
a fixed fee payable on a quarterly or annual basis. Revenues
are recognized ratably over the period of the service.
Licensing
Revenues
The
Company's software license revenues are earned from the sale
of off-the-shelf software. From time-to-time a
client might require significant modification or
customization subsequent to delivery to the
customer. The Company generally enters into
software term licenses for its EDC Software products with its
customers for three to five year periods, although
customers have entered into both longer and shorter term
license agreements. These arrangements typically
include multiple elements: software license, consulting
services and customer support. The Company bills its
customers in accordance with the terms of the underlying
contract. Generally, the Company bills license fees in
advance for each billing cycle of the license term, which
typically is either on a quarterly or annual basis. Payment
terms are generally net 30 days.
In
the past the Company has sold perpetual licenses for EDC
Software products in certain situations to existing customers
with the option to purchase customer support, and may, in the
future, do so for new customers based on customer
requirements or market conditions. The Company has
established vendor specific objective evidence of fair value
for the customer support. Accordingly, license revenues are
recognized upon delivery of the software and when all other
revenue recognition criteria are met. Customer support
revenues are recognized ratably over the term of the
underlying support arrangement. The Company
generates customer support and maintenance revenues from its
perpetual license customer base.
Professional
Services
The
Company may also enter into arrangements to provide
consulting services separate from a license arrangement. In
these situations, revenue is recognized on a
time-and-materials basis. Professional services can be deemed
to be as essential to the functionality of the software at
inception and typically are for initial trial configuration,
implementation planning, loading of software, building simple
interfaces and running test data and documentation of
procedures. Subsequent additions or extensions to
license terms do not generally include additional
professional services.
Pass-through
Revenue and Expense
The Company accounts for
pass-through revenue and expense in accordance with ASC
605-45, Principal
Agent Considerations. In accordance with ASC
605-45, Principal Agent Consideration, these amounts are
recorded as revenue in the statement of operations with a
corresponding expense recorded in cost of goods
sold. Pass-through revenues and expenses
include amounts associated with third-party services
provided to our customers by our service and product
partners. These third-party services are
primarily comprised of Interactive Voice and Web Response
software services (IVR and IWR), travel and shipping that
are incurred on our clients’ behalf.
Maintenance
Revenues
Maintenance
includes telephone-based help desk support and software
maintenance. The Company generally bundles customer support
with the software license for the entire term of the
arrangement. As a result, the Company generally recognizes
revenues for both maintenance and software licenses ratably
over the term of the software license and support
arrangement. The Company allocates the revenues recognized
for these arrangements to the different elements based on
management's estimate of the relative fair value of each
element. The Company generally invoices each of
the elements based on separately quoted amounts and thus has
a fairly accurate estimate of the relative fair values of
each of the invoiced revenue elements.
The
fees associated with each business activity for the six month
periods ended June 30, 2012 and June 30, 2011, respectively
are:
COST OF
REVENUES
Cost
of revenues primarily consists of costs related to hosting,
maintaining and supporting the Company’s application
suite and delivering professional services and support. These
costs include salaries, benefits, bonuses and stock-based
compensation for the Company’s professional services
staff. Cost of revenues also includes outside service
provider costs. Cost
of revenues is expensed as incurred.
CASH AND
CASH EQUIVALENTS
Cash
equivalents consist of highly liquid, short-term investments
with maturities of 90 days or less. The carrying
amount reported in the accompanying consolidated balance
sheets approximates fair value.
ACCOUNTS
RECEIVABLE
Accounts
receivable are judged as to collectability by management and
an allowance for bad debts is established as necessary. The
allowance is based on an evaluation of the collectability of
accounts receivable and prior bad debt
experience. The Company had recorded an allowance
for uncollectible accounts receivable of $226,588 as of June
30, 2012 and $142, 444 as of December 31, 2011,
respectively.
The
following table summarizes activity in the Company's
allowance for doubtful accounts for the periods
presented.
CONCENTRATION
OF CREDIT RISK
Cash
and cash equivalents and restricted cash are deposited with
major financial institutions and, at times, such balances
with any one financial institution may be in excess of
FDIC-insured limits. As of June 30, 2012, no funds were
deposited in excess of FDIC-insured
limits. Management believes the risk in these
situations to be minimal.
Except
as follows, the Company has no significant off-balance-sheet
risk or credit risk concentrations. Financial instruments
that subject the Company to potential credit risks are
principally cash equivalents and accounts receivable.
Concentrated credit risk with respect to accounts receivable
is limited to creditworthy customers. The Company's customers
are principally located in the United States and
Europe. The Company is directly affected by
the overall financial condition of the pharmaceutical,
biotechnology and medical device industries and management
believes that credit risk exists and that any credit risk the
Company faces has been adequately reserved for as of June 30,
2012. The Company maintains an allowance for
doubtful accounts based on accounts past due according to
contractual terms and historical collection experience.
Actual losses when incurred are charged to the allowance. The
Company's losses related to collection of accounts receivable
have consistently been within management's
expectations. As of June 30, 2012, the Company
believes no additional credit risk exists beyond the amounts
provided for in our allowance for uncollectible
accounts. The Company evaluates its allowance for
uncollectable accounts on a monthly basis based on a specific
review of receivable agings and the period that any
receivables are beyond the standard payment terms. The
Company does not require collateral from its customers in
order to mitigate credit risk.
One
customer accounted for 20% of our revenues during the six
month period ended June 30, 2012 or approximately $1,575,000
and one accounted for 18% or approximately $1,390,000. One
customer accounted for 20% of our revenues during the six
month period ended June 30, 2011 or approximately
$1,313,000. The following table summarizes the
number of customers who individually comprise greater than
10% of total revenue and/or total accounts receivable and
their aggregate percentage of the Company's total revenue and
gross accounts receivable for the six month periods
presented.
Subsequent
to two acquisitions completed in fiscal 2009, the
Company’s European operations have become a more
material portion of its overall revenues. The
table below provides revenues from European customers for the
six month periods ended June 30, 2012 and June 30, 2011,
respectively.
The
Company serves all of its hosting customers from third-party
web hosting facilities located in the United States. The
Company does not control the operation of these facilities,
and they are vulnerable to damage or interruption. The
Company maintains redundant systems that can be used to
provide service in the event the third-party web hosting
facilities become unavailable, although in such
circumstances, the Company's service may be interrupted
during the transition.
PROPERTY
AND EQUIPMENT
Property
and equipment are recorded at cost. Additions and
betterments are capitalized; maintenance and repairs are
expensed as incurred. Depreciation is calculated
using the straight-line method over the asset’s
estimated useful life, which is 5 years for leasehold
improvements, computers, equipment and furniture and 3 years
for software. Gains or losses on disposal are
charged to operations.
ASSET
IMPAIRMENT
Acquisitions
and Intangible Assets
We
account for acquisitions in accordance with ASC 805, Business
Combinations (“ASC 805”) and ASC 350,
Intangibles-
Goodwill and Other (“ASC 350”). The
acquisition method of accounting requires that assets
acquired and liabilities assumed be recorded at their fair
values on the date of a business acquisition. Our
consolidated financial statements and results of operations
reflect an acquired business from the completion date of an
acquisition.
The
judgments that we make in determining the estimated fair
value assigned to each class of assets acquired and
liabilities assumed, as well as asset lives, can materially
impact net income in periods following an asset acquisition.
We generally use either the income, cost or market approach
to aid in our conclusions of such fair values and asset
lives. The income approach presumes that the value of an
asset can be estimated by the net economic benefit to be
received over the life of the asset, discounted to present
value. The cost approach presumes that an investor would pay
no more for an asset than its replacement or reproduction
cost. The market approach estimates value based on what other
participants in the market have paid for reasonably similar
assets. Although each valuation approach is considered in
valuing the assets acquired, the approach ultimately selected
is based on the characteristics of the asset and the
availability of information.
Long-lived
Assets
We
review long-lived assets for impairment whenever events or
changes in circumstances indicate that the related carrying
amounts may not be recoverable. Determining whether an
impairment has occurred typically requires various estimates
and assumptions, including determining which cash flows are
directly related to the potentially impaired asset, the
useful life over which cash flows will occur, their amount
and the asset’s residual value, if any. In turn,
measurement of an impairment loss requires a determination of
fair value, which is based on the best information available.
We use quoted market prices when available and independent
appraisals and management estimates of future operating cash
flows, as appropriate, to determine fair value.
FAIR
VALUE MEASUREMENT
OmniComm’s
capital structure includes the use of warrants and
convertible debt features that are classified as
derivative financial instruments. Derivative
financial instruments are recognized as either assets or
liabilities and are measured at fair value under ASC
815 Derivatives
and Hedging. ASC
815 requires that changes in the fair value of derivative
financial instruments with no hedging designation be
recognized as gains/(losses) in the earnings
statement. The fair value measurement is
determined in accordance with ASC 820 Fair
Value Measurements and Disclosures.
DEFERRED
REVENUE
Deferred
revenue represents cash advances and amounts in accounts
receivable as of the balance sheet date received in
excess of revenue earned on on-going
contracts. Payment terms vary with each contract
but may include an initial payment at the time the contract
is executed, with future payments dependent upon the
completion of certain contract phases or targeted
milestones. In the event of contract cancellation,
the Company is generally entitled to payment for all work
performed through the point of cancellation. As of
June 30, 2012, the Company had $5,647,029 in deferred
revenues relating to contracts for services to be performed
over periods ranging from one month to five
years. The Company had $4,718,754 in deferred
revenues that are expected to be recognized in the next
twelve fiscal months.
ADVERTISING
Advertising
costs are expensed as incurred. Advertising costs
were $118,256 and $158,764 for the six month periods ended
June 30, 2012 and June 30, 2011, respectively and are
included under selling, general and administrative expenses
on our consolidated financial statements.
RESEARCH
AND DEVELOPMENT EXPENSES
Software
development costs are included in research and development
and are expensed as incurred. ASC 985.20,
Software Industry Costs of Software to Be Sold, Leased or
Marketed, requires the capitalization of certain
development costs of software to be sold once technological
feasibility is established, which the Company defines as
completion to the point of marketability. The
capitalized cost is then amortized on a straight-line basis
over the estimated product life. To date, the
period between achieving technological feasibility and the
general availability of such software has been short and
software development costs qualifying for capitalization have
been immaterial. Accordingly, the Company has not
capitalized any software development costs under ASC
985.20. During the six month periods ended June
30, 2012 and June 30, 2011 we spent approximately $1,224,769
and $1,280,630 respectively, on research and development
activities, which include costs associated with the
development of our software products and services for our
clients’ projects and which are primarily comprised of
salaries and related expenses for our software developers and
consulting fees paid to third-party
consultants. Research and development costs are
primarily included under Salaries, benefits and related taxes
in our Statement of Operations.
EMPLOYEE
EQUITY INCENTIVE PLANS
The
OmniComm Systems, Inc. 2009 Equity Incentive Plan (the
“2009 Plan”) was approved at our Annual Meeting
of Shareholders on July 10, 2009. The 2009 Plan
provides for the issuance of up to 7,500,000 shares to
employees, directors and key consultants in accordance with
the terms of the 2009 Plan documents. The
predecessor plan, the OmniComm Systems, Inc., 1998 Stock
Incentive Plan (the “1998 Plan”) expired on
December 31, 2008. The 1998 Plan provided for the
issuance of up to 12,500,000 shares in accordance with the
terms of the 1998 Plan document. Each plan is more
fully described in “Note 14, Employee Equity Incentive
Plans.” The Company accounts for its
employee equity incentive plans under ASC 718,
Compensation – Stock Compensation which
addresses the accounting for transactions in which an entity
exchanges its equity instruments for goods or services, with
a primary focus on transactions in which an entity obtains
employee services in share-based payment transactions.
ASC
718 requires companies to estimate the fair value of
share-based payment awards on the date of grant using an
option-pricing model. The value of the portion of the award
that is ultimately expected to vest is recognized as expense
over the requisite service periods in the Company’s
consolidated statements of operations. The Company currently
uses the Black Scholes option pricing model to determine
grant date fair value.
EARNINGS
PER SHARE
The
Company accounts for Earnings per Share using ASC 260 –
Earnings per Share. Unlike diluted earnings per
share, basic earnings per share excludes any dilutive effects
of options, warrants, and convertible securities.
INCOME
TAXES
The
Company accounts for income taxes in accordance
with ASC 740, Income
Taxes. ASC 740 has as its basic objective
the recognition of current and deferred income tax assets and
liabilities based upon all events that have been recognized
in the financial statements as measured by the provisions of
the enacted tax laws.
Valuation
allowances are established when necessary to reduce deferred
tax assets to the estimated amount to be
realized. Income tax expense represents the tax
payable for the current period and the change during the
period in the deferred tax assets and liabilities.
IMPACT
OF NEW ACCOUNTING STANDARDS
During the
first six months of 2012, we adopted the following
new accounting pronouncements:
In
May 2011, the FASB issued ASU No. 2011-04, Amendments to
Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs (“ASU
2011-04”). ASU 2011-04 amends ASC 820, Fair Value
Measurements (“ASC 820”), providing a
consistent definition and measurement of fair value, as well
as similar disclosure requirements between U.S. GAAP and
International Financial Reporting Standards. ASU
2011-04 changes certain fair value measurement principles,
clarifies the application of existing fair value measurement
and expands the ASC 820 disclosure requirements, particularly
for Level 3 fair value measurements. Our adoption
of these new provisions of ASU 2011-04 on January 1, 2012 did
not have an impact on our consolidated financial
statements.
In
June 2011, the FASB issued ASU No. 2011-05, Presentation of
Comprehensive Income (“ASU
2011-05”). ASU 2011-05 requires the
presentation of comprehensive income in either a continuous
statement of comprehensive income or two separate but
consecutive statements. We adopted the provisions
of ASU 2011-05 on January 1, 2012 and have elected to present
two separate consecutive statements in our consolidated
financial statements.
In
December 2011, FASB issued Accounting Standards Update
2011-11, Balance Sheet - Disclosures about Offsetting Assets
and Liabilities”
to enhance disclosure requirements relating to the offsetting
of assets and liabilities on an entity's balance sheet.
The update
requires enhanced disclosures regarding assets and
liabilities that are presented net or gross in the statement
of financial position
when the right of offset exists, or that are subject to an
enforceable master netting arrangement. The new
disclosure requirements
relating to this update are retrospective and effective for
annual and interim periods beginning on or after January
1, 2013.
The update only requires additional disclosures, as such, we
do not expect that the adoption of this standard will have a
material impact
on our results of operations, cash flows or financial
condition.
On
January 1, 2012, FASB Accounting Standards Update No.
2011-08, Testing Goodwill for Impairment ("ASU 2011-08")
became effective. This standard gives an entity the option of
either performing Step One of the goodwill impairment test or
performing a qualitative assessment to determine whether
performing Step One of the goodwill impairment test is
necessary. An entity may choose to perform the qualitative
assessment for some or all of its reporting units or an
entity may bypass the qualitative assessment for any
reporting unit in any period and proceed directly to Step One
of the impairment test. Our adoption of ASU 2011-08 did not
have an impact on our financial statements.
Accounting
standards-setting organizations frequently issue new or
revised accounting rules. We regularly review all new
pronouncements to determine their impact, if any, on our
financial statements.
|
Note 12 - Related Party Transactions (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 15 Months Ended | 3 Months Ended | 21 Months Ended | 6 Months Ended | 18 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 15 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
Dec. 01, 2011
|
Nov. 23, 2011
|
Oct. 31, 2011
|
Oct. 28, 2011
|
Oct. 05, 2011
|
Sep. 30, 2010
Principal Amount Received July 6, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received July 14, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received July 15, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received July 30, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received August 12, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received August 27, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received August 31, 2010 [Member]
Issued September 30, 2010 [Member]
Maturing December 31, 2011 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received August 31, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received September 7, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received September 15, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received September 22, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received September 29, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Principal Amount Received September 30, 2010 [Member]
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received October 15, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received October 26, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received October 28, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received November 2, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received November 10, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received November 22, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received November 29, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received November 30, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received December 2, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received December 8, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received December 9, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received December 15, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Principal Amount Received December 16, 2010 [Member]
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Feb. 14, 2008
Issued Feb 14, 2010 [Member]
Chief Executive Officer [Member]
|
Jun. 10, 2008
Issued June 10, 2008 [Member]
Chief Executive Officer [Member]
|
Jun. 10, 2008
Issued June 10, 2008 2 [Member]
Chief Executive Officer [Member]
|
Aug. 31, 2008
Extended Maturity [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2008
Issued December 2008 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2009
Aggregated September 30, 2009 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2009
Aggregated December 31, 2009 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Issued September 30, 2010 [Member]
Maturing December 31, 2011 [Member]
Chief Executive Officer [Member]
|
Mar. 31, 2011
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2010
Issued September 30, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued September 30, 2010 [Member]
Chief Executive Officer 2 [Member]
|
Apr. 13, 2010
Issued April 13, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued April 13, 2010 [Member]
Chief Executive Officer 2 [Member]
|
Jun. 29, 2010
Issued June 29, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued June 29, 2010 [Member]
Chief Executive Officer 2 [Member]
|
Mar. 31, 2011
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Issued December 31, 2010 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued December 31, 2010 [Member]
Chief Executive Officer 2 [Member]
|
Mar. 31, 2011
Issued December 31, 2010 2 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2010
Issued December 31, 2010 2 [Member]
Chief Executive Officer [Member]
|
Mar. 31, 2012
Issued December 31, 2010 2 [Member]
Chief Executive Officer 2 [Member]
|
Mar. 31, 2011
Issued March 31, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued May 13, 2011 [Member]
Chief Executive Officer [Member]
|
May 13, 2011
Issued May 13, 2011 [Member]
Chief Executive Officer [Member]
|
Sep. 02, 2011
Issued September 2, 2011 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2011
Issued September 2, 2011 [Member]
Chief Executive Officer 5 [Member]
|
Dec. 31, 2011
Issued September 30, 2011 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2011
Issued September 30, 2011 [Member]
Chief Executive Officer [Member]
|
Sep. 30, 2011
Issued August 16, 2011 [Member]
Chief Executive Officer 5 [Member]
|
Sep. 30, 2011
Issued August 19, 2011 [Member]
Chief Executive Officer 5 [Member]
|
Sep. 30, 2011
Issued August 25, 2011 [Member]
Chief Executive Officer 5 [Member]
|
Sep. 30, 2011
Issued September 15, 2011 [Member]
Chief Executive Officer 5 [Member]
|
Sep. 30, 2011
Issued September 28, 2011 [Member]
Chief Executive Officer 5 [Member]
|
Dec. 31, 2011
Issued October 5, 2011 [Member]
Chief Executive Officer [Member]
|
Oct. 05, 2011
Issued October 5, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued October 28, 2011 [Member]
Chief Executive Officer [Member]
|
Oct. 28, 2011
Issued October 28, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued October 31, 2011 [Member]
Chief Executive Officer [Member]
|
Oct. 31, 2011
Issued October 31, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued November 23, 2011 [Member]
Chief Executive Officer [Member]
|
Nov. 23, 2011
Issued November 23, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 01, 2011
Issued December 1, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Issued December 31, 2011 [Member]
Chief Executive Officer [Member]
|
Dec. 31, 2011
Accrued and Unpaid Interest [Member]
|
Jun. 30, 2012
Montero [Member]
|
Jun. 30, 2012
Board of Directors Chairman [Member]
|
Jun. 30, 2012
Chief Executive Officer [Member]
|
Nov. 30, 2010
Chief Executive Officer [Member]
|
|
Common Stock, Shares, Outstanding (in Shares) | 86,481,495 | 86,481,495 | 86,081,495 | 6,523,411 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 7.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 50,000 | $ 65,000 | $ 175,000 | $ 140,000 | $ 400,000 | $ 90,000 | $ 80,000 | $ 120,000 | $ 50,000 | $ 200,000 | $ 90,000 | $ 200,000 | $ 35,000 | $ 150,000 | $ 140,000 | $ 200,000 | $ 43,500 | $ 200,000 | $ 32,000 | $ 37,000 | $ 160,000 | $ 25,000 | $ 50,000 | $ 10,000 | $ 40,000 | $ 110,000 | $ 150,000 | $ 1,000,000 | $ 695,000 | $ 450,000 | $ 115,000 | $ 1,197,500 | $ 409,379 | $ 2,866,879 | $ 96,000 | $ 50,000 | $ 342,000 | $ 130,000 | $ 123,000 | $ 82,000 | $ 60,000 | $ 150,000 | $ 1,600,000 | $ 20,000 | $ 13,126,879 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 10.00% | 10.00% | 10.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (in Dollars) | 9,665,000 | 9,665,000 | 210,000 | 300,000 | 1,260,000 | 4,200,000 | 1,100,000 | 1,440,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 6,400,000 | 264,706 | 4,400,000 | 11,467,517 | 6,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 210,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding | 4,400,000 | 5,760,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 2,866,879 | 2,866,879 | 2,866,879 | 2,866,879 | 2,866,879 | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 0.25 | 0.25 | 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 0 | 2,866,879 | 695,000 | 450,000 | 115,000 | 1,197,500 | 409,379 | 96,000 | 32,000 | 342,000 | 80,000 | 15,000 | 35,000 | 80,000 | 100,000 | 130,000 | 123,000 | 82,000 | 60,000 | 767,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Related Party | $ 523,001 | $ 366,226 | $ 1,046,003 | $ 725,216 |