3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable consist primarily of amounts due to the Company from normal business activities. The Company maintains an allowance for doubtful accounts to reflect the expected non-collection of accounts receivable based on past collection history and specific risks identified within the portfolio. If the financial condition of the customers were to deteriorate resulting in an impairment of their ability to make payments, or if payments from customers are significantly delayed, additional allowances might be required. The Company expects to establish an allowance at June 30, 2014. |
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The Company has not created an allowance for doubtful accounts in the present period due to the specific nature of the two businesses for which the Company generates revenue and maintains accounts receivable. The Company’s NextEMR business is billed in advance of the month during which service is provided. In the event a customer does not remit payment within 30 days of invoicing, iMedicor places the service into read-only mode. Customers that have been converted to read only mode either remit payment immediately or cancel the service. The Company does not book revenue for accounts in read only mode and thus do not create a doubtful account receivable under that circumstance. |
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The Company has also not created an allowance for doubtful accounts for the Meaningful Use Consulting business. The funding source behind this business is the federal government and payments are made by states that administer the Meaningful Use Incentive Funds Program. iMedicor secures funds through this program for doctors who have had difficulty understanding the program or who were unaware of the program’s existence. When a state is prepared to issue a check to a doctor or dentist that has been approved for funding, iMedicor is notified in advance by the state. iMedicor then notifies the doctor or dentist that a check will be forthcoming and that an invoice will arrive at approximately the same time as the check. When the doctor or dentist receives a check they have already been invoiced for iMedicor’s portion of the MU dollars and generally pay iMedicor within 30 days of receiving their check. The Company has not experienced a circumstance under which a client has refused or substantially delayed payment. The Company has experienced circumstances under which delays have occurred due to delays at the state level, processing a specific attestation application. While such delays may increase the time it takes to collect our consulting fees, the Company has not experienced any non-payment by physicians after a state has dispersed a check. |
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The Company believes two reasons exist for the high compliance rate. The first reason is simply because iMedicor is highly successful securing funds on behalf of our clients who would otherwise not have known about or been able to obtain the funds. The second reason is that a provision of the MU program regulations provides a strong incentive for physicians to make payment to iMedicor after they have received funding. iMedicor reports payments by physicians to iMedicor to the state that made payment to the physician. In the event a state is notified that a physician has not remitted payment to iMedicor, the physician will no longer be eligible for the remaining 67% of MU incentive funds available over the remaining life of the program. In addition, a physician that does not remit payment will not become MU compliant and will, therefore, be subject to Medicare rate reductions of 1% or more as determined by the federal government. While this rate reduction does not yet apply to Medicaid-eligible physicians, the Company believes that such an incentive will be initiated in the coming months. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, ClariDIS Corporation. Inter-Company items and transactions have been eliminated in consolidation. |
Revenue Recognition | iMedicor derives revenue from two primary sources. The first source is our Electronic Health Records (EHR) |
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technology, NextEMR that was acquired in 2013. iMedicor continues to support NextEMR customers and bills these customers monthly for the services provided. The second source of revenue is the Company’s Meaningful Use Consulting business. This is a consultative business in which the Company is contracted by dentists and medical doctors to secure funds under the Federal Meaningful Use Incentive Program. The program is funded by the federal government and administered individually by each state. The work iMedicor provides consists of consulting with customers to determine if they are eligible for funds under the program and if not, what they might be able to do to become eligible. iMedicor contracts only with eligible doctors and dentists. Upon signing of a contract the Company works to compile the data and information required by the federal government to submit to the relevant state on behalf of our customer. The process is known as the “attestation process.” Each state manages its MU attestation process in a different manner and thus timing of payments to physicians may vary based upon the processes a particular state has in place. iMedicor is advised when the attestation application has been accepted by the state and when payment will be made, at which time the Company notifies its clients that a check will be forthcoming. When the doctor or dentist receives their payment, they remit payment to iMedicor. |
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Revenue for each of the above two sources is considered realized when iMedicor receives a signed contract from its client, the services have been provided to the customer, the work has been accepted by the customer and collectability is reasonably assured. Furthermore, if an actual measurement of revenue cannot be determined, the Company defers all revenue recognition until such time that an actual measurement can be determined. If, during the course of a contract engagement, management determines that losses are expected to be incurred, such costs are charged to operations in the period such losses are determined. Revenues are deferred when cash has been received from the customer but the revenue has not been earned. |
Stock Based Compensation | The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock options and stock to non-employees and other parties are accounted for in accordance with the ASC 505. |
Property, Equipment and Depreciation | Property and Equipment are recorded at their historical cost. Depreciation and amortization are provided by the straight-line method over the useful lives of the assets, which vary from five to seven years. The cost of repairs and maintenance is charged to operations in the period incurred. |
Intangible Assets | The Company accounts for intangible assets in accordance with recently issued and adopted accounting pronouncements, which require that intangible assets with indefinite useful lives should not be amortized, but instead be tested for impairment at least annually at the reporting unit level. If impairment exists, a write-down to fair value (normally measured by discounting estimated future cash flows) is recorded. Intangible assets with finite lives are amortized primarily on a straight-line basis over their estimated useful lives and are reviewed for impairment at least annually. |
Loan Acquisition Costs | Loan acquisition costs incurred in obtaining or modifying loans are capitalized and amortized over the life of the loan at origination or date of modification as applicable. |
Impairment of Long-Lived Assets | Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset. |
Related Party Transactions | Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
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The Company has accrued $150,000 for compensation due to Robert McDermott, the Company’s Chief Executive Officer, at March 31, 2014. The amount accrued relates to a compensation agreement between Mr. McDermott and the Company’s Board of Directors effective July 1, 2013 the date on which Mr. McDermott was appointed by the Board to the position of Chief Executive Officer. |
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Accounting for Derivative Instruments | The Company records all derivatives on the balance sheet at fair value. At June 30, 2013 , the Company had |
derivative liabilities that consisted of warrants issued by the Company which were deemed derivative instruments as the Company did not have sufficient authorized and unissued common stock to settle all common stock contracts outstanding during the periods to which the derivatives are outstanding. On July 13, 2013, the Company increased the number of authorized shares to 4,000,000,000 and accordingly, at such time, the Company was then able to assert that it did have sufficient authorized and unissued common stock to settle all common stock contracts outstanding. Thus, in accordance with ASC 815-40, the derivative liability was measured at fair value through earnings one last time on July 13, 2013 and then reclassified on such date to additional paid in capital. As a result, the Company recognized a gain on change in derivative of approximately $2.97 million for the three months ended September 30, 2013 and reclassified approximately $3.03 million from derivative liability to additional paid in capital on July 13, 2013. |
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The final derivative liability valuation at July 13, 2013 was valued using the Black Scholes Merton valuation model with the following estimates used significant inputs: |
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Exercise Price | | $ | 0.01 | | | | | | | | | | | | | | | | | |
Term | | | 0.04 | | | | | | | | | | | | | | | | | |
Volatility | | | 79.25 | % | | | | | | | | | | | | | | | | |
Risk Free Rate of Return | | | 0.02 | % | | | | | | | | | | | | | | | | |
Fair Value of Financial Instruments | Management believes that the carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short - term nature of these instruments. The carrying amount of the Company’s debt also approximates fair value, based on market quote values (where applicable) or discounted cash flow analyses. (See discussion of Fair Value Measurements below). |
Fair Value Measurement | The Company follows applicable accounting guidance for measurements and disclosures about the fair value of its financial instruments. GAAP establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, GAAP has established a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are described below: |
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Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
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Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
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Level 3 - Pricing inputs that are generally not observable and not corroborated by market data. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, lattice models or similar techniques and at least one significant model assumption or input is unobservable. |
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If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. |
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The Company’s Level 3 financial liabilities consisted of the derivative financial instruments for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the warrant derivatives using Black Scholes Merton valuation models. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future volatility. The Company used Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities; revalued its derivative liability at every reporting period; and recognized gains or losses in the Statements of Operations are attributable to the change in the fair value of the derivative liability. |
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Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis |
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Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis |
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Fair Value Measurement Using |
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31-Mar-14 | | Carrying Value | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Derivative warrant liability | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
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31-Mar-14 | | Carrying Value | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Derivative warrant liability | | $ | 5,999,435 | | | $ | - | | | $ | - | | | $ | 5,999,435 | | | $ | 5,999,435 | |
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Income Tax | Income tax benefit is based on reported loss before income taxes. Deferred income taxes reflect the effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws where that company operates out of. The Company recognizes refundable and deferred assets to the extent that management has determined their realization. |
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The Company accounts for income taxes under the liability method, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. The policy is to prescribe a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed its filing positions in all jurisdictions where it is required to file returns, and found no positions that would require a liability for unrecognized income tax positions to be recognized. The Company is subject to tax examinations. In the event that it is assessed penalties and or interest, penalties will be charged to other financing expense and interest will be charged to interest expense. |
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. |