The accompanying notes are an integral part of these unaudited condensed financial statements.
The accompanying notes are an integral part of these unaudited condensed financial statements.
The accompanying notes are an integral part of these unaudited condensed financial statements.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual results.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The accompanying condensed consolidated financial statements include the accounts Net Medical Xpress Solutions, Inc. and its wholly-owned subsidiary, Telerad Service, Inc. Intercompany transactions and balances have been eliminated in consolidation.
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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents:
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. At September 30, 2017 and December 31, 2016, the Company did not have cash and equivalents that exceeded federally insured limits.
Trade Accounts Receivable:
The Company extends unsecured credit to customers under normal trade agreements which generally require payment within 30 - 45 days. Accounts not paid within 15 days after their original due date are considered delinquent. Unless specified by the customer, payments are applied to the oldest unpaid invoice. Accounts receivable are presented at the amount billed.
8
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Trade Accounts Receivable, cont:
The Company also estimates an allowance for doubtful accounts, which amounted to $24,000 and $24,000 at September 30, 2017 and December 31, 2016, respectively. The estimate is based upon managements review of all accounts and an assessment of the Companys historical evidence of collections. Specific accounts are charged directly to the reserve when management obtains evidence of a customers insolvency. Charge-offs, net of recoveries, for the nine months ended September 30, 2017 and 2016 totaled $0 and $0, respectively.
Inventory:
Inventory, which is composed of component parts and finished goods, is valued at cost on a specific identity basis for those items with serial numbers. The remainder of the inventory is valued at the lower of first-in-first-out (FIFO) cost or market. On a quarterly basis, management compares the inventory on hand with the Companys records to determine whether write-downs for excess or obsolete inventory are required. Write-downs of $0 and $0 for obsolete inventory are included in expenses for September 30, 2017 and December 31, 2016, respectively.
Property and Equipment:
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.
Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives:
| |
Software development
|
3 years
|
Equipment
|
5 years
|
Computer hardware
|
5 years
|
Office furniture
|
7 years
|
Long-Lived Assets:
The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (ASC) Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets carrying value and fair value or disposable value. The Company determined that none of its long-term assets at September 30, 2017 or December 31, 2016 were impaired.
9
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Goodwill:
The Company accounts for its goodwill in accordance with Accounting Standards Codification (ASC) Topic 350-20. Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting units fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of reporting unit goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess.
The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. The Company is required to write down the value of goodwill only when its testing determines the recorded amount of goodwill exceeds the fair value. At December 31, 2016, the Company determined that its goodwill was impaired and an impairment loss of $80,000 was recorded as of December 31, 2016. As of September 30, 2017, there was no additional impairment of goodwill.
Stock-Based Compensation:
The Company accounts for stock-based payments to employees in accordance with ASC 718, Stock Compensation (ASC 718). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.
The Company calculates the fair value of option grants and warrant issuances utilizing the Black Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term forfeitures is distinct from cancellations or expirations and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
10
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation, cont:
During the nine months ended September 30, 2017 and 2016, the Company recognized stock-based compensation expense totaling $4,000 and $0, from the issuance of a total of 0 and 0 shares of its common stock to officers, directors, and consultants.
Income Taxes:
The Company accounts for its income taxes under the provisions of ASC Topic 740, Income Taxes. The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.
Earnings (Loss) per Share:
The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
Revenue Recognition:
The Company recognizes revenue in accordance with Statement of Position ASC Topic 985
Software Revenue Recognition
as amended.
Revenue from proprietary software sales that does not require further commitment from the Company is recognized upon persuasive evidence of an arrangement as provided by agreements executed by both parties, delivery of the software, and determination that collection of a fixed or determinable fee is probable. These sales are generally direct purchases of a software product and there is no other involvement by the Company.
The Company offers with certain sales of its software products, software maintenance, upgrade and support arrangements. These contracts may be elements in a multiple-element arrangement or may be sold in a stand-alone basis. Revenues from maintenance and support services are recognized ratably on a straight-line basis over the term that the maintenance service is provided.
Should the sale of software involve an arrangement with multiple elements (for example, the sale of a software license along with the sale of maintenance and support to be delivered over the contract period), the Company allocates revenue to each component of the arrangement using the residual value method based on the fair value of the undelivered elements. The Company defers revenue from the arrangement equivalent to the fair value of the undelivered elements and recognizes the remaining amount at the time of the delivery of the product or when all other revenue recognition criteria have been met. Fair values for the ongoing maintenance and support obligations are based upon separate sales of renewals of maintenance contracts. Fair value of services, such as training or consulting, is based upon separate sales of these services to other customers.
11
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition, cont:
The Company follows the guidance in FASB ASC Topic 605,
Accounting for Performance of Construction-Type and Certain Production-Type Contracts
for custom software development arrangements that require significant production, customization or modification to its core software. Revenue is generally recognized for such arrangements under the percentage-of-completion method. Under percentage-of-completion accounting, both the product license and custom software development revenue are recognized as work progresses based on specific milestones in accordance with FASB ASC Topic 450. The Company believes that project milestones based on completion of specific tasks provide the best approximation of progress toward the completion of the contract. At September 30, 2017 and September 30, 2016, there were no custom software development arrangements in progress.
The Company also occasionally derives revenue from the sale of third party hardware, which is billed as a separate deliverable under consulting or custom development contracts.
Revenue from diagnostic services, clinical consulting services, telemedicine recruiting services, software installation, and any training or miscellaneous consulting services is recognized when the services are rendered. These revenues include services that are separate from the functionality of the software. License revenue is recognized ratably over the term of the license.
Amounts collected prior to satisfying the above revenue recognition criteria are included in deferred revenue.
The application of ASC 605, as amended, requires judgment, including a determination that collectability is probable and the fee is fixed and determinable.
The Company follows the guidance provided by SEC Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition in Financial Statements
and SAB No. 104,
Revenue Recognition
, which provide guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC.
Due to uncertainties inherent in the estimation process it is at least reasonably possible that completion costs for contracts in progress will be further revised in the near-term.
The cost of services, consisting of staff payroll, outside services, equipment rental, communication costs and supplies, is expensed as incurred.
Research and Development Expenses:
Costs of research and development activities are expensed as incurred.
Advertising Expenses:
The Company expenses advertising costs which consist primarily of direct mailings, promotional items and print media, as incurred. Advertising expenses amounted to $0 and $0 for the nine months ended September 30, 2017 and 2016, respectively.
12
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments:
The Company adopted the Financial Accounting Standards Board (FASB) standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
·
Level 1: Observable inputs such as quoted prices in active markets;
·
Level 2: Inputs other than quoted prices in active markets that are observable either directly or indirectly; and
·
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Companys financial instruments consist of cash, accounts receivable, prepaid expenses, deposits, other assets, accounts payable, accrued expenses, deferred revenue, capital leases and notes payable. The recorded values of cash, accounts receivable, prepaid expenses, and accounts payable approximate fair values due to the short maturities of such instruments. Recorded values for notes payable and related liabilities approximate fair values, since their stated or imputed interest rates are commensurate with prevailing market rates for similar obligations.
Recent Pronouncements:
The Companys management has reviewed recent accounting pronouncements issued through the date of the issuance of these financial statements. In managements opinion, no pronouncements apply or will have a material effect on the Companys condensed consolidated financial statements.
NOTE C - GOING CONCERN
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of approximately $16,148,000 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Companys ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of the Companys contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Companys ability to continue as a going concern within one year after the financial statements are issued. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
13
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE D - FURNITURE, EQUIPMENT, AND IMPROVEMENTS
Furniture, equipment, and improvements as of September 30, 2017 and December 31, 2016 consisted of the following:
|
|
|
|
| |
|
September 30, 2017
|
|
December 31, 2016
|
Computers
|
$
|
506,000
|
|
$
|
499,000
|
Furniture, fixtures and equipment
|
|
150,000
|
|
|
150,000
|
Automobiles
|
|
41,000
|
|
|
41,000
|
Leasehold improvements
|
|
20,000
|
|
|
20,000
|
|
|
717,000
|
|
|
710,000
|
Accumulated depreciation
|
|
(709,000)
|
|
|
(706,000)
|
|
$
|
8,000
|
|
$
|
4,000
|
Depreciation expense for the three months ended September 30, 2017 and 2016 was $1,000 and $1,000, respectively. Depreciation expense for the nine months ended September 30, 2017 and 2016 was $3,000 and $6,000, respectively. In addition, the Company had $0 and $7,000 of depreciation expense that was allocated to direct costs for the nine months ended September 30, 2017 and 2016, respectively.
NOTE E - LINE OF CREDIT
In September 2015, the Company entered into an agreement with a bank for a line of credit of $100,000. The agreement was renewed in December 2016. There were no borrowings against the line at September 30, 2017. The line bears interest at 6.0%. This line of credit line has a maturity date of December 27, 2017. This line of credit is secured by 1,451,114 shares of the Companys stock owned by a director of the Company.
NOTE F - NOTES PAYABLE
Notes Payable - Related Party:
On March 1, 2011, the Company received a $2,000 loan from a director of the Company. This loan is non-interest bearing and is due on demand. On May 1, 2012, the Company received a $25,000 loan from a director of the Company. The loan bears interest at 7% per annum with principal and interest payable on or before April 30, 2015. On September 1, 2012, the Company received an $18,000 loan from a director of the Company. The loan bears interest at 7% per annum with principal and interest payable on or before August 31, 2016. During 2016, all loans were extended for one year. At September 30, 2017 and December 31, 2016, there is approximately $16,000 and $14,000, respectively, in accrued interest included in notes payable - related party related to these notes.
Notes Payable:
During the nine months ended September 30, 2017, the Company financed an insurance premium in the amount of $119,000. The note bears an interest rate of 6.80%, is payable in monthly principal and interest payments of $10,000 with a maturity date in February 2018. As of September 30, 2017, this note totaled $50,000. Total interest expense for the nine months ended September 30, 2017 related to note payable for this insurance premium was approximately $2,000.
14
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE F - NOTES PAYABLE (CONTINUED)
Notes Payable, cont:
During the nine months ended September 30, 2017, the Company financed an insurance premium in the amount of $22,000. The note bears an interest rate of 9.35%, is payable in monthly principal and interest payments of $2,000 with a maturity date in December 2017. As of September 30, 2017, this note totaled $7,000. Total interest expense for the nine months ended September 30, 2017 related to note payable for this insurance premium was approximately $1,000.
NOTE G - GOODWILL
On July 1, 2013, the Company completed its merger with MedTel Solutions, LLC (MedTel), an Alabama limited liability company, in accordance with its Merger Agreement dated June 28, 2013. MedTel was organized on June 13, 2012 for the purpose of engaging in and is now engaged in the business of providing licensed medical practitioners to perform services via telemedicine. Pursuant to the agreement, the Company authorized the issuance of 3,000,000 shares of its common stock in exchange for 100% of the outstanding membership interests of MedTel. The fair value of the consideration given up totaled $275,000 of which $36,000 has been allocated to the fair value of net identifiable assets and the remaining $239,000 to goodwill.
In accordance with FASB ASC 350, Intangibles - Goodwill and Other, the Company performs goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting units goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. Based on the estimated fair value of its goodwill at December 31, 2016, the Company determined that there was impairment of goodwill and recognized $80,000 in goodwill impairment. As of September 30, 2017, no additional impairment has been recognized.
In connection with the merger, the Company also entered into two employment agreements with the former holders of MedTel membership interests. Each agreement provides for bonus compensation of 2,000,000 shares of common stock to be earned equally upon attainment of quarterly sales and profitability goals. At September 30, 2017 and December 31, 2016, no additional compensation has been earned.
NOTE H - CAPITAL TRANSACTIONS
Common stock:
During the nine-month period ended September 30, 2017, the Company effected the following stock transactions:
The Company issued a total of 35,270 shares of the Companys $0.001 par value common stock to an attorney in settlement of a suit during 2016 valued at $4,000.
There are no stock options outstanding as of September 30, 2017.
15
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE H - CAPITAL TRANSACTIONS (CONTINUED)
Summary of Options Granted and Outstanding:
|
|
|
|
|
|
|
| |
|
|
For the Nine Months Ended
September 30, 2017
|
|
For the Year Ended
December 31, 2016
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
Options:
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year
|
|
55,556
|
|
$0.396
|
|
722,222
|
|
$0.27
|
Granted
|
|
0
|
|
$0.00
|
|
0
|
|
$0.00
|
Expired
|
|
(55,556)
|
|
$0.396
|
|
(666,666)
|
|
$0.27
|
Exercised
|
|
0
|
|
$0.00
|
|
0
|
|
$0.00
|
Outstanding at end of year
|
|
0
|
|
$0.00
|
|
55,556
|
|
$0.396
|
NOTE I - MAJOR CUSTOMERS
During the nine-month period ended September 30, 2017, one customers accounted for 24% or approximately $481,000 of the Company's revenue.
As of September 30, 2017, balances due from two customers comprised 29% or approximately $74,000 of total accounts receivable. As of December 31, 2016, balances due from one customer comprised 33% or approximately $93,000 of total accounts receivable.
NOTE J - COMMITMENTS AND CONTINGENCIES
Leases:
The Company leases office space in New Mexico expiring on January 31, 2020. Future minimum lease payments as of September 30, 2017, are as follows:
|
| |
Year
|
|
Amount
|
2017
|
|
$44,000
|
2018
|
|
$92,000
|
2019
|
|
$95,000
|
2020
|
|
$9,000
|
Rent expense for the three months ended September 30, 2017 and 2016 amounted to $22,000 and $22,000, respectively. Rent expense for the nine months ended September 30, 2017 and 2016 amounted to $74,000 and $66,000, respectively.
16
Net Medical Xpress Solutions, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Employment Agreement (Related Party):
During the first quarter of 2013, the Company entered into a new employment agreement with Mr. Govatski whereby agreeing to annual compensation of $30,000 for a term of one year commencing on January 1, 2013. The agreement will automatically renew for one additional term unless terminated by either party. The non-compete agreement has remained intact and becomes effective only in the event of termination by either party and will remain in effect for a period of one year.
17