EX-99.3 5 d797552dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Radion, Inc. and Affiliate

Consolidated Financial Statements (unaudited)

Six Months Ended June 30, 2014 and 2013


Radion, Inc. and Affiliate

CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Six Months Ended June 30, 2014 and 2013

 

 

C O N T E N T S

 

     Page  

Consolidated Financial Statements (unaudited):

  

Balance Sheets

     2   

Statements of Operations

     3   

Statements of Cash Flows

     4   

Notes to Consolidated Financial Statements

     5-14   


Radion, Inc and Affiliate

Consolidated Balance Sheet

(Unaudited)

 

 

     June 30,     December 31,  
Assets    2014     2013  

Current assets:

    

Cash and cash equivalents

   $ 1,407,359      $ 67,321   

Trade accounts receivable, net

     1,893,572        1,635,658   

Inventory, net

     —          1,078,365   

Prepaid expenses and other current assets

     268,801        114,275   
  

 

 

   

 

 

 

Total current assets

     3,569,732        2,895,619   
  

 

 

   

 

 

 

Property and equipment:

    

Equipment

     1,956,718        9,767   

Equipment under capital lease

     2,980,832        1,897,222   

Furniture and fixtures

     1,309        1,309   
  

 

 

   

 

 

 
     4,938,859        1,908,298   

Less accumulated depreciation and amortization

     (783,028     (329,298
  

 

 

   

 

 

 

Net property and equipment

     4,155,831        1,579,000   
  

 

 

   

 

 

 

Other assets

     13,214        4,184   
  

 

 

   

 

 

 

Total assets

   $ 7,738,777      $ 4,478,803   
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Current liabilities:

    

Accounts payable

   $ 2,215,114      $ 855,650   

Accrued and other expenses

     71,237        1,290,834   

Accrued compensation

     995,177        862,834   

Other liabilities

     415,350        497,572   

Deferred revenue

     800,636        601,127   

Due to related party

     367,792        103,310   

Related party convertible notes payable - short term

     335,859        355,859   

Capital lease obligation - short term

     772,800        581,931   
  

 

 

   

 

 

 

Total current liabilities

     5,973,965        5,099,116   
  

 

 

   

 

 

 

Related party convertible notes payable - long term portion

     75,000        75,000   

Deferred revenue - long term portion

     170,932        128,337   

Capital lease obligation - long-term portion

     1,525,366        1,017,145   

Tax liability - uncertain tax positions

     1,950,992        167,774   
  

 

 

   

 

 

 

Total liabilities

     9,696,255        6,487,372   
  

 

 

   

 

 

 

Commitments and Contingencies (Note 5)

    

Stockholders’ deficit:

    

Preferred stock, $ 0.0001 par value: authorized 2,500,000 shares

     —          105   

Common stock, $ 0 .0001 par value: authorized 25,000,000 shares

     1,911        1,986   

Additional paid-in capital

     1,245,411        1,195,132   

Accumulated deficit

     (3,528,051     (3,262,709
  

 

 

   

 

 

 

Total stockholders’ deficit

     (2,057,878     (2,065,486
  

 

 

   

 

 

 

Non-controlling interest in DermEbx

     325,251        56,918   

Total liabilities and stockholders’ deficit

   $ 7,738,777      $ 4,478,800   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 2


Radion, Inc and Affiliate

Consolidated Statements of Operations

(unaudited)

 

 

     Six months ended June 30,  
     2014     2013  

Revenue, net

   $ 6,300,935      $ 2,453,734   

Cost of revenue:

     1,795,884        1,664,263   
  

 

 

   

 

 

 

Gross profit

     4,505,051        789,471   
  

 

 

   

 

 

 

Operating expenses:

    

Marketing and sales

     563,237        367,372   

Engineering and product development

     82,100        115,157   

General and administrative

     2,008,125        1,188,640   
  

 

 

   

 

 

 

Total operating expenses

     2,653,462        1,671,169   
  

 

 

   

 

 

 

Income (loss) from operations

     1,851,589        (881,698

Other income

     75,918        —     

Interest income

     9,030        4,274   

Interest expense

     (152,328     (48,190
  

 

 

   

 

 

 

Other expense, net

     (67,380     (43,916

Income (loss) before income tax expense

     1,784,209        (925,614

Tax expense

     (1,783,218     —     
  

 

 

   

 

 

 

Net income (loss) and comprehensive income (loss)

   $ 991      $ (925,614
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 3


Radion, Inc and Affiliate

Consolidated Statements of Cash Flows

(unaudited)

 

     For the six months ended June 30,  
     2014     2013  
(in thousands)             

Cash flow from operating activities:

    

Net Income (loss)

   $ 991      $ (925,614

Adjustments to reconcile net income (loss) to net cash provide by (used for) operating activities:

    

Depreciation

     453,729        115,843   

Bad debt provision

     5,000        77,250   

Stock compensation

     80,099        78,069   

Gain on extinguishment of note payable

     84,000     

Changes in operating assets and liabilities:

    

Accounts receivable

     (262,914     (113,585

Inventory

     1,078,365        —     

Prepaid and other current assets

     (163,555     (384,754

Accounts payable

     1,359,464        378,744   

Accrued expenses

     1,287,266        456,513   

Deferred revenue

     242,104        77,333   
  

 

 

   

 

 

 

Total adjustments

     3,995,578        685,413   
  

 

 

   

 

 

 

Net cash provided by (used for) operating activities

     3,996,509        (240,201
  

 

 

   

 

 

 

Cash flow from investing activities:

    

Additions to property and equipment

     (3,030,561     (1,014,119
  

 

 

   

 

 

 

Net cash used for investing activities

     (3,030,561     (1,014,119
  

 

 

   

 

 

 

Cash flow from financing activities:

    

Contributed capital in DermEbx, LLC

     —          450   

Proceeds of Debt financing

     699,090        910,121   

(Repurchase) Issuance of common stock for cash, net

     (30,000     1,000   

Other liabilities

     275,000     

Notes payable

     (379,000     379,950   
  

 

 

   

 

 

 

Net cash provided by (used for) financing activities

     374,090        1,291,521   
  

 

 

   

 

 

 

Increase in cash and equivalents

     1,340,038        37,201   

Cash and equivalents, beginning of period

     67,321        35,938   
  

 

 

   

 

 

 

Cash and equivalents, end of period

   $ 1,407,359      $ 73,139   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 4


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

1. NATURE OF BUSINESS

Radion, Inc. (“Radion”) and its variable interest entity, DermEBX, a Series of Radion Capital Partners, LLC (“DermEBX” and collectively “the Company”) specialize in the providing software as a service (“SAAS”) based software, equipment, development, management and technical services to Dermatologists for the treatment of skin cancer.

The Company is subject to risks common to startup companies in similar stages of development including, but not limited to, the need for successful development of new technology, development of markets and distribution channels, raising sufficient capital to support operations, protection of proprietary technology, dependence on key personnel, fluctuations in operating results and risks associated with changes in information technology.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the consolidated accounts and transactions of Radion, Inc. and its variable interest entity, DermEBX, collectively. All intercompany balances and transactions are eliminated in consolidation. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“FASB ASC”).

A variable interest entity (“VIE”) is an entity with insufficient equity investment or in which the equity holders lack one or more of the characteristics of controlling interests, (which are adequate decision making ability, the obligation to absorb the expected losses, and the right to receive the expected residual returns). Generally accepted accounting principles require VIEs, to be consolidated in an entity’s financial statements if the entity is the primary beneficiary of the VIE. DermEBX, is a VIE due to its insufficient equity. In determining whether it is the primary beneficiary Radion considers, among other things, whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, including, but not limited to, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. Radion also considers whether it has the obligation to absorb losses of or the right to receive benefits from the VIE. Radion assesses its determination as the primary beneficiary on an ongoing basis.

Radion is considered the primary beneficiary of DermEBX primarily because the officers who have the power to direct the activities of both entities and combined have a majority ownership in both entities. Additionally, there is a software original equipment manufacturer (“OEM”) licenses and service agreement between the entities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from these estimates. Significant estimates include revenue recognition, stock based compensation expense and the useful lives of property and equipment.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, are cash equivalents and accounts receivable. The Company considers all highly liquid investments

 

Page 5


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

with an original maturity of 90 days or less at the time of original purchase to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company sells its products primarily to small to mid-sized medical practices. Concentrations of credit risk with respect to trade receivables are limited due to the nature of the customers comprising the Company’s customer base.

The Company monitors its accounts receivable credit risk as a matter of policy. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to exist in the Company’s accounts receivable.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year.

Bad debts are written off against the allowance when identified. At June 30, 2014 and 2013, respectively the allowance for doubtful accounts was $184,193 and $107,752.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The following estimated useful lives used are:

 

Furniture and fixtures

     7 years   

Computer equipment

     4 years   

Equipment Capital Lease

     3 years   

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on its undiscounted future cash flows. At June 30, 2014 the Company has not identified any impairment of its long-lived assets.

Revenue Recognition

The Company recognizes revenue primarily from the sale of physics and management services, the lease of electronic brachytherapy equipment, supplies and the right to use the Company’s RadionHub software. Revenue is recognized when delivery has occurred, persuasive evidence of an arrangement exists, fees are fixed or determinable and collectability of the related receivable is probable. The Company assesses whether collection is probable by considering a number of factors, including past transaction history with the customer and the creditworthiness of the customer, as obtained from third party credit references. For supplies revenue, delivery has occurred upon shipment provided title and risk of loss have passed to the customer. Services revenue and development fees are considered to be delivered as the services are performed or over the estimated life of the agreement. The Company typically bills items monthly over the life of the agreement except for development fees, which are generally billed in advance or over a 12 month period and the fee for treatment supplies which is generally billed in advance. The Company has determined that each of these elements have standalone value and are separate units of accounting.

 

Page 6


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25. For multiple element arrangements, revenue is allocated to all deliverables based on their relative selling prices. In such circumstances, a hierarchy is used to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“BESP”). VSOE generally exists only when the deliverable is sold separately and is the price actually charged for that deliverable. The process for determining BESP for deliverables without VSOE or TPE considers multiple factors including relative selling prices; competitive prices in the marketplace, and management judgment, however, these may vary depending upon the unique facts and circumstances related to each deliverable.

The Company has determined that sales related to the use of the RadionHub software generally follow the guidance of FASB ASC Topic 605 “Revenue Recognition” (“ASC 605”) as the software is hosted by the Company and the customer is not provided any license right. Accordingly, the software is considered SAAS.

The Company defers revenue from the sale of services related to future periods and recognizes revenue on a straight-line basis in accordance with ASC Topic 605-20, “Services”.

Deferred revenues represent amounts billed for development fees, which are generally billed monthly in advance.

Stock-Based Compensation

The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock and modifications to existing stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted.

Consistent with the guidance in FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, the fair value of each non-employee stock option is estimated at the date of grant using the Black-Scholes option pricing model with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life.

Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Awards to non-employees are adjusted through stock-based compensation expense as the award vests to reflect the current fair value of such awards, and expensed using an accelerated attribution model.

The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. The Company does not have a history of market prices of its common stock as it is not a public company, and as such volatility is estimated using historical volatilities of similar public entities. The expected life of the employee awards is estimated based on the simplified method. The risk free interest rate assumption is based on observed interest rates appropriate for the terms of the awards. The dividend yield assumption is based on the history and expectation of paying no dividends.

 

Page 7


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

There were no stock options granted during the six months ended June 30, 2014 and 2013.

The Company recorded stock-based compensation expense in connection with share-based awards of $80,099 and $78,069 for the years ended June 30, 2014 and 2013, respectively which is included in the accompanying statements of operations. As of June 30, 2014 there was $26,145 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted average period of 2.0 years. No tax benefit was recorded related to options grants during 2014.

Fair Value of Financial Instruments

The Company accounts for the fair value measurements in accordance with accounting guidance that defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

 

  Level 1 -   Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. The Company does not have any instruments meeting the criteria of Level 1 inputs.
  Level 2 -   Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. The Company does not have any instruments meeting the criteria of Level 2 inputs.
  Level 3 -   Pricing inputs include unobservable inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability, which are developed based on the best information available.

Assets and liabilities that are within the provisions of accounting guidance that defines fair value, such as the Company’s warrant liabilities, are recorded at fair value using market valuation approaches. The Company’s warrant liabilities are not exchange traded instruments and no observable inputs exist. The warrants are valued based on unobservable inputs that reflect the reporting entity’s own assumptions in pricing the liabilities and accordingly classified as level 3 inputs.

Financial instruments measured and reported at fair value on a recurring basis as of June 30, 2014 and 2013 are as follows:

 

     Balance
as of
June 30,
2014
     Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Warrant liabilities

   $ 88,571       $ —         $ —         $ 88,571   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Page 8


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

     Balance
as of
June 30,
2013
     Prices in
Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Warrant liabilities

   $ 88,450       $ —         $ —         $ 88,450   
  

 

 

    

 

 

    

 

 

    

 

 

 

Activity for liabilities classified as Level 3:

 

     Level 3  

Beginning balance at December 31, 2012

   $ 88,450   

Change in fair value

     —     
  

 

 

 

Ending balance at June 30, 2013

   $ 88,450   
  

 

 

 
     Level 3  

Beginning balance at December 31, 2013

   $ 88,571   

Change in fair value

     —     
  

 

 

 

Ending balance at June 30, 2014

   $ 88,571   
  

 

 

 

The valuation of these instruments is determined using widely accepted valuation techniques including the Black-Scholes Pricing Model. The fair value was determined using this model with assumptions for volatility, expected dividend yield; expected term and risk-free interest rate (see Note 7). The warrants are categorized as Level 3 of the fair value hierarchy.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense for the six mont period ended June 30, 2014 and 2013, respectively totaled $406 and $1,831.

Income Taxes

The Company uses the liability method under FASB ASC Topic 740, Income Taxes, in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and for net operating loss carry forwards, measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company follows the provisions of applicable accounting standards relative to accounting for uncertain tax positions. Under these provisions, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax positions as well as the consideration of the available facts and circumstances.

 

Page 9


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

3. PROPERTY AND EQUIPMENT

The balance of property and equipment at June 30, 2014 and December 31, 2013 is as follows:

 

     2014     2013  

Property and equipment

    

Furniture and fixtures

   $ 1,309        1,309   

Equipment under capital lease

     2,980,832        1,897,222   

Equipment

     1,956,718        9,767   
  

 

 

   

 

 

 
     4,938,859        1,908,298   

Less - accumulated depreciation

     (783,028     (329,298
  

 

 

   

 

 

 
   $ 4,155,831        1,579,000   
  

 

 

   

 

 

 

Depreciation expense for the six months ended June 30, 2014 and 2013 respectively was $453,729 and 115,843.

 

4. RELATED PARTY CONVERTIBLE NOTES PAYABLE

At June 30, 2014 the Company had approximately $410,859 of Notes Payable outstanding with shareholders. The Notes are convertible to preferred stock in the event the Company consummates, prior to the maturity date of the note, an equity financing pursuant to which it sells shares of a series of Preferred Stock (the “Preferred Stock”), and with the principal purpose of raising capital (a “Qualified Equity Financing”), then the outstanding principal amount of and all accrued interest under this Note shall automatically convert into a number of shares of such Preferred Stock equal to the outstanding principal amount of and all accrued interest under this Note, divided by the price per share at which the Preferred Stock is sold in the Qualified Equity Financing. The conversion to Preferred Stock is subject to discounts of 10%, 20% or 30% based on the date the Qualified Equity Financing is completed. Conversion of the notes is contingent upon a subsequent financing event, if such event where to occur, a beneficial conversion would be measured and recorded in earnings in the period of the financing event.

The Convertible Notes bear interest at the rate of 5% per annum and all outstanding principal and interest is due at the maturity date if not converted into preferred stock issued at a Qualified Equity Financing before the maturity date. The notes mature at various dates through 2017.

 

5. COMMITMENTS AND CONTINGENCIES

Capital Leases

The Company entered into two separate Master Lease Agreements (“Lease One” and “Lease Two”) for the use of equipment. The Company subsequently rents this equipment to the customer for use in their dermatology practice.

The term of Lease One is 36 months. The Company has leased 6 machines pursuant to the Master Lease. A security deposit of approximately 5% of the aggregate equipment capitalized cost was paid at the execution of each lease schedule. The Company has the right to return all the equipment under each lease schedule at the end of the term.

The term of Lease Two is 36 months. The Company has leased 4 machines pursuant to the Master Lease. A security deposit of approximately $19,000 was paid at the execution of the lease schedule. The Company has the right to return all the equipment under each lease schedule at the end of the term.

 

Page 10


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

The leased equipment has been included in the Company’s balance sheet at June 30, 2014 and depreciated in the same manner as its other fixed assets. The leased equipment had a cost of $2,968,740 at June 30, 2014, and the related amortization of these leases totaled $748,028 as of June 30, 2013.

Future minimum payments under capital leases for the as of June 30, 2014 are approximately as follows:

 

2014

   $ 611,751   

2015

     1,223,502   

2016

     825,183   

2017

     86,211   
  

 

 

 
     2,746,467   

Less-interest

     (448,481
  

 

 

 

Present value of minimum capital lease obligations

     2,298,166   

Less-current portion of capital lease obligations

     (772,800
  

 

 

 
   $ 1,525,366   
  

 

 

 

Operating Leases

The Company leases approximately 1,000 square feet consisting of two separate office facilities under non-cancelable operating leases each expiring March 31, 2016. Rent expense under these agreements was $20,493 and $13,513 for the six months ended June 30, 2014 and 2013 respectively.

The Company’s future minimum payments related to the leased facility are shown below.

Future minimum payments under non-cancelable operating leases as of June 30, 2014 are as follows:

 

2014

   $ 19,369   

2015

     39,609   

2016

     9,975   
  

 

 

 
   $ 68,953   
  

 

 

 

Other Liabilities

The Company borrowed $359,000 from an individual with no formal agreement. The amount was settled in January 2014 for $275,000 and a gain of $89,000 was recorded.

 

6. STOCKHOLDERS’ DEFICIT

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. Upon liquidation, dissolution, or winding up, the stock holders are entitled to share pro rata in the net assets available after the payment of the liquidation preference of holders of any outstanding preferred stock.

The Company has 25,000,000 authorized shares of common stock, of which 5,037,500 are reserved for future issuance:

Series A preferred stock

The Company has 2,500,000 authorized shares of Series A preferred stock and 1,052,189 shares issued with 1,447,811 reserved for future issuance. In February 2014, these outstanding shares were cancelled.

 

Page 11


Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

Conversion Rights

The Series A preferred stock is convertible into the Company’s common stock, at any time, at the option of the holder. Each share of Series A and A-1 preferred stock is convertible into 1 share of common stock, subject to certain anti-dilution adjustments. All outstanding shares of Series A preferred stock shall automatically convert into common shares upon (i) the vote of at least 50% of the then outstanding shares of preferred stock or (ii) if the Company shall effect a firm commitment underwritten public offering for which the gross proceeds is not less than $20,000,000.

Voting

The holders of Series A preferred stock are entitled to the number of votes equal to the number of whole shares of common stock into which the shares of preferred stock could be converted as of the record date.

Dividends

The holders of Series A preferred stock are entitled to receive dividends when and if declared by the Board of Directors.

Liquidation Preference

Upon liquidation of the Company, each holder of outstanding shares of preferred stock shall be entitled to be paid out the assets of the Company before any payment is made to the holders of Common Stock. Payments include any undeclared, unpaid dividends. If assets are insufficient to pay the aggregate preferred preference amounts, then the preferred stockholders shall share ratably in any distribution in connection with a liquidation event in proportion to the respective amounts to which they are entitled. If assets remain for distribution after satisfying the preferred preference amounts, the remaining assets and funds of the Company shall be distributed among the common stockholders pro rata based on the number of shares held by each holder.

Preferred Stock Warrants

The Company issued warrants to purchase 199,772 shares of Preferred Stock on various dates during 2009 through 2013. The warrants have an exercise price of $0.04 per share and expire in 2016 and 2020. The grant date fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions; risk free interest rate at 0.36%-3.03%, no dividend yield, volatility of 43%-63% and an estimated life of 7-10 years. The warrants are accounted for as other liabilities in the accompanying balance sheet and adjustments to fair value are recorded at each reporting date as a component of other income (expense).

 

7. STOCK OPTIONS

The Company established the 2009 Incentive Stock Plan (the 2009 Plan) which provides for shares of common stock to be issued as incentive stock options (ISOs) or nonqualified stock options and as restricted stock. Exercise prices and vesting periods are determined on the date of grant by the board of directors. Options generally vest ratably over 4 years and expire ten years from the date of grant. As of June 30, 2014 the Company has reserved a total of 4,500,000 shares of its common stock for issuance pursuant to the 2009 Plan and there were 755,000 shares available for future grant.

 

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Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

Option activity under the 2009 Plan is as follows:

 

     Number of
Options
     Weighted-
Average
Exercise
Price Per
Share
 

Outstanding options at December 31, 2013

     3,207,500       $ 0.04   

Granted

     —           —     

Exercised

     —           —     

Canceled

     —           —     
  

 

 

    

 

 

 

Outstanding at June 30, 2014

     3,207,500       $ 0.04   
  

 

 

    

 

 

 

Options exercisable at June 30, 2014

     1,903,750       $ 0.04   
  

 

 

    

 

 

 

Information regarding stock options outstanding that are vested or expected to vest as of June 30, 2014 is as follows:

 

Vested and Expected to Vest     Options Exercisable  

Exercise
Prices

    Number of
Options
    Weighted-
Average
Exercise
Price
    Weighted-
Average
Remaining
Contractual
Life (Years)
    Number of
Options
    Weighted-
Average
Exercise
Price
    Weighted-
Average
Remaining
Contractual
Life (Years)
 
$ 0.04        3,207,500      $ 0.04        6.93        1,903,750      $ 0.04        7.61   

 

8. INCOME TAXES

The Company has recorded tax expense of $0 and $1,783,218 for the six months ending June 30, 2013 and June 30, 2014, respectively. The tax expense relates to uncertain income tax positions. The Company follows the provisions of applicable accounting standards relative to accounting for uncertain tax positions. Under these provisions, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax positions as well as the consideration of the available facts and circumstances.

As of June 30, 2013 and June 302, 2014, the Company had recorded $0 and $1,950,992, respectively, of unrecognized income tax benefits. The Company records interest and penalties related to unrecognized benefits through income tax expense.

The Company’s federal and state income tax returns remain subject to examination for three or four years depending on the state’s statute of limitations.

The Company uses the liability method under FASB ASC Topic 740, Income Taxes, in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and for net operating loss carry forwards, measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

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Radion, Inc. and Affiliate

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2014 and 2013

 

 

 

9. VARIABLE INTEREST ENTITY

As indicated in Note 1, Radion has consolidated a VIE under the requirements of US GAAP. As and for the period ended June 30, 2014, Radion consolidated DermEBX. The entity’s assets, liabilities and results of operations are included in the Company’s consolidated financial statements. The VIE’s equity holders’ interests are reflected in “net income attributable to the noncontrolling interests” in the consolidated statement of operations and “noncontrolling interests” in the consolidated balance sheet.

Summarized carrying amounts of the assets and liabilities of the VIE as of June 30, 2014 are as follows:

 

     2014  

Current assets

   $ 3,492,319   

Property, net

     4,142,931   
  

 

 

 

Total assets

   $ 7,635,250   
  

 

 

 

Current liabilities

   $ 3,835,642   

Capital lease obligation

     1,525,366   

Tax liability—uncertain tax positions

     1,950,992   
  

 

 

 

Total liabilities

     7,312,000   
  

 

 

 

Members equity

     100,400   

Accumulated income

     222,850   
  

 

 

 

Total liabilities and equity

   $ 7,635,250   
  

 

 

 

Assets of DermEBX are not available to settle obligations of Radion. The VIE’s creditors lack recourse against the general credit of Radion.

 

10. RELATED PARTY TRANSACTIONS

The Company transacts with a related party, Radion Capital Partners. Radion Capital Partners leases equipment to the Company and as of June 30, 2014, the Company owed approximately $1,601,748 related to Lease One as discussed in Note 5, and approximately $349,000 related to an outstanding payable.

 

11. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through September 29, 2014, the date which the financial statements were available to be issued. The following events occurred

On July 15th, 2014, DermEbx, LLC and Radion, Inc agreed to be acquired by iCAD, Inc for approximately $12.4 million in consideration. In connection with the acquisition by iCAD, the outstanding related party convertible notes payable were paid in cash.

 

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