Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation

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Basis of Presentation
6 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

2. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 8-03. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the Company’s financial position as of June 30, 2018, the results of operations for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

The condensed consolidated balance sheet as of December 31, 2017 was derived from our audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 7, 2018.

  

Recent Accounting Pronouncements — From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our condensed consolidated financial position, results of operations and cash flows.

 

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC 606) on January 1, 2018 using a modified retrospective adoption methodology, whereby the cumulative impact of all prior periods is recorded in accumulated deficit or other impacted balance sheet items upon adoption. The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under the previous accounting standard, the criterion impacting the timing of our revenue recognition was the requirement of fees to be either fixed or determinable, therefore, we did not recognize revenue for medical billing claims until we were notified of these collections, as the fees were not fixed or determinable until such time. The new guidance does not limit the recognition of revenue to only fees that are fixed or determinable. Instead, the standard focuses on recognizing revenue as value is transferred to customers. The impact as of January 1, 2018 on our medical billing services is a revenue recognition and reporting model that reflects revenue recognized over time rather than delaying the recognition of revenue until the point in time in which the fees to be charged become determinable. The impact to the accumulated deficit as of January 1, 2018 for the contract asset related to medical billing revenue was approximately $1.3 million. There was no material impact to the Company’s other revenue streams.

 

The Company determined that the only significant incremental cost incurred to obtain contracts within the scope of ASC 606, are sales commissions paid to sales people and outside referral sources. Under the new standard, certain costs to obtain a contract, which we previously expensed, are deferred and amortized over the period of contract performance or a longer period, generally the expected client life. The impact to the accumulated deficit as of January 1, 2018 was approximately $101,000. As of June 30, 2018, the capitalized sales commissions were approximately $113,000. Amortization of capitalized sales commissions for the three and six months ended June 30, 2018 was approximately $14,000 and $26,000, respectively.

 

The following table reconciles the balances as presented for the three and six months ended June 30, 2018 to the balances prior to the adjustments made to implement the new revenue recognition standard for the same period:

 

    Three Months Ended June 30, 2018     Six Months Ended June 30, 2018  
    As Presented     Impact of New Revenue Standard     Previous Revenue Standard     As Presented     Impact of New Revenue Standard     Previous Revenue Standard  
NET REVENUE   $ 8,682,937     $ 279,560     $ 8,403,377     $ 16,990,262     $ 326,631     $ 16,663,631  
OPERATING EXPENSES:                                                
Direct operating costs     4,333,573       -       4,333,573       8,817,628       -       8,817,628  
Selling and marketing     403,057       (7,688 )     410,745       708,071       (11,225 )     719,296  
General and administrative     3,054,205       -       3,054,205       5,654,939       -       5,654,939  
Research and development     248,921       -       248,921       504,800       -       504,800  
Change in contingent consideration     11,030       -       11,030       42,780       -       42,780  
Depreciation and amortization     559,696       -       559,696       1,150,467       -       1,150,467  
Total operating expenses     8,610,482       (7,688 )     8,618,170       16,878,685       (11,225 )     16,889,910  
OPERATING INCOME (LOSS)     72,455       287,248       (214,793 )     111,577       337,856       (226,279 )
OTHER:                                                
Interest income     29,939       -       29,939       35,224       -       35,224  
Interest expense     (74,167 )     -       (74,167 )     (148,248 )     -       (148,248 )
Other income - net     218,589       -       218,589       369,963       -       369,963  
INCOME BEFORE INCOME TAXES     246,816       287,248       (40,432 )     368,516       337,856       30,660  
Income tax provision     51,536       -       51,536       98,200       -       98,200  
NET INCOME (LOSS)   $ 195,280     $ 287,248     $ (91,968 )   $ 270,316     $ 337,856     $ (67,540 )
                                                 
Preferred stock dividend     1,248,717       -       1,248,717       2,024,049       -       2,024,049  
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS   $ (1,053,437 )   $ 287,248     $ (1,340,685 )   $ (1,753,733 )   $ 337,856     $ (2,091,589 )
Loss per common share:                                                
Basic and diluted (loss) income per share   $ (0.09 )   $ 0.02     $ (0.11 )   $ (0.15 )   $ 0.03     $ (0.18 )

 

These condensed consolidated financial statements include enhanced disclosures, particularly around the contract asset and the disaggregation of revenue. See Note 9, “Revenue,” for these enhanced disclosures.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard will require organizations that lease assets — referred to as “lessees” — to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP — which requires only capital leases to be recognized on the balance sheet — the new ASU will require both types of leases to be recognized on the balance sheet. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2018 with earlier adoption permitted.

 

We plan to adopt the new standard on a modified retrospective basis. We have assigned internal resources to assist in the evaluation of the potential impacts of this standard. Implementation efforts to date have included training on the new standards, the review of lease agreements and other contracts to evaluate potential embedded leases. The Company is continuing to evaluate the effect that Topic 842 will have on its consolidated financial statements and related disclosures. We are in the process of implementing changes to our processes and controls in conjunction with the review of existing lease agreements in connection with the adoption of the new standard. Implementation efforts to date have included training on the new standard, the review of lease agreements and other contracts and the purchase of software to assist us in the accounting and evaluation required under Topic 842. We anticipate that this standard will have a material impact on our consolidated financial statements, as all long-term leases will be capitalized on the condensed consolidated balance sheet. We expect that our leases designated as operating leases in Note 11 – Commitments and Contingencies included in our Annual Report on Form 10-K for the year ended December 31. 2017, filled with the Securities and Exchange Commission on March 7, 2018 will be reported on the consolidated balance sheet upon adoption.

 

Also in January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. The ASU modifies the accounting for goodwill impairment with the objective of simplifying the process of determining impairment levels. Specifically, the amendments in the ASU eliminate a step in the goodwill impairment test which requires companies to develop a hypothetical purchase price allocation when analyzing goodwill impairment. This eliminates the need for companies to estimate the fair value of individual existing assets and liabilities within a reporting unit. Instead, goodwill impairment will now be the amount by which a reporting unit’s total carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other aspects of the goodwill impairment test process have remained the same. The ASU is effective for annual periods beginning in the year 2020, with early adoption permitted for any impairment tests after January 1, 2017. The Company has elected to early adopt ASU 2017-04. There is currently no impact on the condensed consolidated financial statements as a result of this adoption.

 

On February 14, 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. These amendments provide financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recorded. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. Early adoption is permitted. We are currently assessing the impact this guidance will have on our consolidated financial statements.