Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Oct. 31, 2013 | Dec. 13, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Oct-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'AMEH | ' |
Entity Common Stock, Shares Outstanding | ' | 37,977,607 |
Entity Registrant Name | 'Apollo Medical Holdings, Inc. | ' |
Entity Central Index Key | '0001083446 | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $1,012,290 | $1,176,727 |
Accounts receivable, net | 1,475,980 | 1,582,505 |
Due from affiliates | 4,750 | 5,648 |
Prepaid expenses | 35,388 | 72,628 |
Deferred financing costs, current | 115,896 | 34,614 |
Total current assets | 2,644,304 | 2,872,122 |
Deferred financing costs, non-current | 225,906 | 218,640 |
Property and equipment, net | 62,435 | 68,142 |
Goodwill | 258,200 | 33,200 |
Other assets | 55,481 | 30,981 |
TOTAL ASSETS | 3,246,326 | 3,223,085 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued liabilities | 968,510 | 950,651 |
Notes and lines of credit payable | 1,037,743 | 594,765 |
Stock issuable | 87,750 | 159,334 |
Total current liabilities | 2,094,003 | 1,704,750 |
Convertible notes payable, net | 2,198,561 | 1,909,714 |
Total liabilities | 4,292,564 | 3,614,464 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, par value $0.001 ; 5,000,000 shares authorized; none issued | 0 | 0 |
Common Stock, par value $0.001; 100,000,000 shares authorized, 37,977,607 and 34,843,441 shares issued and outstanding as of October 31, 2013 and January 31, 2013, respectively | 37,978 | 34,844 |
Prepaid consulting | -341,636 | -616,014 |
Additional paid-in-capital | 13,942,598 | 11,248,566 |
Accumulated deficit | -14,418,150 | -11,022,272 |
Total | -779,210 | -354,876 |
Non-controlling interest | -267,028 | -36,503 |
Total stockholders' deficit | -1,046,238 | -391,379 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $3,246,326 | $3,223,085 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 37,977,607 | 34,843,441 |
Common Stock, shares outstanding | 37,977,607 | 34,843,441 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Net revenues | $2,605,231 | $1,965,153 | $7,644,843 | $5,246,448 |
Cost of services | 2,140,615 | 1,798,957 | 6,367,501 | 4,333,289 |
Gross profit | 464,616 | 166,196 | 1,277,342 | 913,159 |
Operating expenses | ' | ' | ' | ' |
General and administrative | 1,271,575 | 1,598,373 | 4,143,622 | 2,451,778 |
Depreciation | 6,528 | 5,048 | 19,566 | 14,785 |
Total operating expenses | 1,278,103 | 1,603,421 | 4,163,188 | 2,466,563 |
Loss from operations | -813,487 | -1,437,225 | -2,885,846 | -1,553,404 |
Other income (expense) | ' | ' | ' | ' |
Loss on change in fair value of derivative liabilities | 0 | -3,063,144 | 0 | -5,853,855 |
Interest expense | -178,679 | -221,239 | -476,978 | -670,181 |
Other income | 9,476 | 207 | 8,306 | 657 |
Total other expenses | -169,203 | -3,284,176 | -468,672 | -6,523,379 |
Loss before income taxes | -982,690 | -4,721,401 | -3,354,518 | -8,076,783 |
Provision for income tax | 31,956 | 0 | 41,360 | 4,800 |
Net loss | ($1,014,646) | ($4,721,401) | ($3,395,878) | ($8,081,583) |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING - BASIC AND DILUTED | 37,977,607 | 33,440,542 | 36,216,544 | 31,673,682 |
BASIC AND DILUTED NET LOSS PER SHARE | ($0.03) | ($0.14) | ($0.09) | ($0.26) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($3,395,878) | ($8,081,583) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Bad debt expense | 0 | 37,493 |
Depreciation and amortization expense | 19,566 | 14,785 |
Issuance of shares for services | 725,731 | 1,222,353 |
Non-cash stock option expense | 1,300,951 | 509,948 |
Amortization of financing costs | 156,980 | 61,671 |
Amortization of debt discount | 125,883 | 490,374 |
Loss on change in fair value of warrant and derivative liabilities | 0 | 5,853,855 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 106,525 | -252,755 |
Due to officers | 0 | 6,342 |
Due from affiliates | 898 | -5,772 |
Prepaid expenses and advances | 37,240 | -35,790 |
Other assets | -24,500 | -1,450 |
Accounts payable and accrued liabilities | 17,859 | 441,477 |
Net cash (used in) provided by operating activities | -928,745 | 260,948 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Acquisitions, net | -100,000 | 14,114 |
Property and equipment acquired | -13,859 | -13,459 |
Net cash (used in) provided by investing activities | -113,859 | 655 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from notes and line of credit payable | 811,878 | 500,000 |
Payment of note payable | -500,000 | 0 |
Distributions to non-controlling interest shareholder | -240,000 | -370,000 |
Proceeds from issuance of common stock | 730,000 | 0 |
Proceeds from issuance of convertible notes payable | 220,000 | 0 |
Debt issuance costs | -143,711 | -55,000 |
Net cash provided by financing activities | 878,167 | 75,000 |
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS | -164,437 | 336,603 |
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,176,727 | 164,361 |
CASH & CASH EQUIVALENTS, END OF PERIOD | 1,012,290 | 500,964 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest paid | 161,235 | 15,000 |
Income Taxes paid | 41,360 | 9,040 |
Non-Cash Financing Activities | ' | ' |
Shares issuable and issued for deferred financing costs | 101,817 | 144,485 |
Warrants issued in connection with convertible note issuance | 50,936 | 200,452 |
Warrants and derivative reclassified from liabilities to stockholders' deficit | 0 | 6,626,881 |
Shares issued for prepaid director services | 0 | 691,310 |
Note payable issued in connection with acquisition | $125,000 | $0 |
Description_of_Business
Description of Business | 9 Months Ended | ||||
Oct. 31, 2013 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Description of Business | ' | ||||
1. Description of Business | |||||
Apollo Medical Holdings, Inc. and its affiliated physician groups are a physician-centric, integrated healthcare delivery system serving Medicare, Commercial and Medi-Cal beneficiaries in California. As of October 31, 2013, ApolloMed’s physician network consisted of hospitalists, primary care physicians and specialist physicians primarily through our owned and affiliated physician groups. ApolloMed operates as a medical management holding company through the following wholly-owned subsidiary management companies: Apollo Medical Management, Inc. (“AMM”), Pulmonary Critical Care Management, Inc. (“PCCM”), Verdugo Medical Management, Inc. (“VMM”) and ApolloMed ACO, Inc. (“ApolloMed ACO”). Through AMM, PCCM, and VMM, the Company manages affiliated medical groups, which consists of ApolloMed Hospitalists (“AMH"), Los Angeles Lung Center (“LALC”), and Eli Hendel, M.D., Inc. (“Hendel”.) AMM, PCCM and VMM each operate as a physician practice management company (“PPM”) and are in the business of providing management services to physician practice corporations (“PPC”) under long-term management service agreements. ApolloMedACO participates in the Medicare Shared Savings Program (“MSSP”), the goal of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. | |||||
Consolidation of Maverick Medical Group, Inc. and ApolloMed Care Clinic | |||||
On February 1, 2013 AMM entered into a management services agreement with Maverick Medical Group, Inc. (“MMG”), a newly formed independent practice association (“IPA”). Prior to February 1, 2013 MMG had no business operations. Under the MMG management services agreement (“MSA”), AMM has exclusive authority and will perform all non-medical management and administrative services related to the ongoing business operations of MMG. In addition, AMM has agreed to provide working capital to MMG to fund its initial operations. The MSA has an initial term of 20 years and is not terminable by either party except in the case of gross negligence, fraud, or other illegal acts by Apollo, or bankruptcy of Apollo. AMM is the primary beneficiary of MMG under the MSA, and consolidated the financial statements of MMG from the date of execution of the management agreement. | |||||
On July 31, 2013 AMM entered into a management services agreement with ApolloMed Care Clinic (“ACC”), a newly formed physician practice corporation. Prior to July 31, 2013 ACC had no business operations. Under the ACC management services agreement (“ACC MSA”), AMM has exclusive authority and will perform all non-medical management and administrative services related to the ongoing business operations of MMG. In addition, AMM has agreed to provide working capital to ACC to fund its initial operations. The ACC MSA has an initial term of 20 years and is not terminable by either party except in the case of gross negligence, fraud, or other illegal acts by Apollo, or bankruptcy of Apollo. AMM is the primary beneficiary of ACC under the MSA, and consolidated the financial statements of ACC from the date of execution of the management agreement. | |||||
Going Concern | |||||
The Company's financial statements are prepared using United States generally accepted accounting principles (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company incurred the following net operating loss and cash from operating activities for the nine months ended October 31, 2013: | |||||
Net operating loss | $ | 2,885,846 | |||
Cash used in operating activities | $ | 928,745 | |||
As of October 31, 2013 the Company’s accumulated and stockholders’ deficit was as follows: | |||||
Accumulated deficit | $ | 14,418,150 | |||
Stockholders' deficit | $ | 1,046,238 | |||
The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |||||
To date the Company has funded its operations from internally generated cash flow and external sources, including the proceeds from the issuance of debt and equity securities which have provided funds for near-term operations and growth. In October 2013 the Company entered into a credit agreement (as amended on December 20, 2013) with a financing entity that provides for the Company to borrow up to $4,000,000 (see Note 5). The Company intends to use the proceeds from the line of credit for retirement of other indebtedness, working capital and general corporate purposes. The current operating plan indicates that losses from operations may be incurred for all of fiscal 2014. Consequently, we may not have sufficient liquidity necessary to sustain operations for the next twelve months and this raises substantial doubt that we will be able to continue as a going concern. On January 31, 2013 the Company raised through a private placement offering $880,000 of par value 9% Senior Subordinated Callable Convertible Promissory Notes maturing February 15, 2016 (the “9% Notes”) and through July 31, 2013 had raised an aggregate of $1.1 million in gross proceeds (see Note 5). In March, 2013, the Company initiated a private placement of up to 7,500,000 shares of its common stock at a price per share of $0.40 (the “Equity Offering”), and has raised $730,000 during the nine months ended October 31, 2013 (see Note 8). The Company intends to use the net proceeds after issue costs from the 9% Notes and the Equity Offering for working capital and general corporate purposes. | |||||
No assurances can be made that management will be successful in achieving its plan. If the Company is not able to raise substantial additional capital in a timely manner, the Company may be forced to cease operations. | |||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||
Accounting Principles | ||||||||||||||
These condensed consolidated statements reflect all adjustments, consisting of normal recurring adjustments, which, in management’s opinion, are necessary, and should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2012 as filed with the Securities and Exchange Commission (“SEC”) on May 1, 2013. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
Our consolidated financial statements include the accounts of Apollo Medical Holdings, Inc. and its wholly owned subsidiaries AMM, ApolloMed ACO, PCCM, and VMM, it’s controlling interest in Aligned Healthcare, Inc. (“AHI”), and PPC’s managed under long-term management service agreements including AMH, MMG, ACC, LALC and Hendel. Some states have laws that prohibit business entities, such as Apollo, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians (collectively known as the corporate practice of medicine), or engaging in certain arrangements with physicians, such as fee-splitting. In California, we operate by maintaining long-term management service agreements with the PPC’s, which are each owned and operated by physicians, and which employ or contract with additional physicians to provide hospitalist services. Under the management agreements, we provide and perform all non-medical management and administrative services, including financial management, information systems, marketing, risk management and administrative support. The management agreements typically have an initial term of 20 years unless terminated by either party for cause. The management agreements are not terminable by the PMC’s, except in the case of gross negligence, fraud, or other illegal acts by Apollo, or bankruptcy of Apollo. | ||||||||||||||
Through the management agreements and our relationship with the stockholders of the PPC’s, we have exclusive authority over all non-medical decision making related to the ongoing business operations of the PPC’s. Consequently, we consolidate the revenue and expenses of the PPCs from the date of execution of the management agreements. | ||||||||||||||
All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||
Revenue Recognition | ||||||||||||||
Revenue consists of contracted and fee-for-service revenue. Revenue is recorded in the period in which services are rendered. Our revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of our billing arrangements and how net revenue is recognized for each. | ||||||||||||||
Contracted revenue represents revenue generated under contracts for which we provide physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are worked by our staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where we may have a fee-for-service contract arrangement or provide physician advisory services to the medical staff at a specific facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provides for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. Additionally, we derive a portion of our revenue as a contractual bonus from collections received by our partners and such revenue is contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services. | ||||||||||||||
Fee-for-service revenue represents revenue earned under contracts in which we bill and collect the professional component of charges for medical services rendered by our contracted and employed physicians. Under the fee-for-service arrangements, we bill patients for services provided and receive payment from patients or their third-party payers. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. Fee-for-service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to our billing center for medical coding and entering into our billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into our billing systems as well as an estimate of the revenue associated with medical services. | ||||||||||||||
The Company through its subsidiary, ApolloMed ACO, participates in the Medicare Shared Savings Program (“MSSP”) sponsored by the Centers for Medicare & Medicaid Services (“CMS”). The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated by CMS on cost savings generated by the ACO participant based on a trailing 24 month medical service history. The MSSP is a newly formed program with no history of payments to ACO participants. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until cash payments from CMS are received. For the three months and nine months ended October 31, 2013 and 2012, the Company recorded no revenue related to the MSSP. | ||||||||||||||
Concentrations | ||||||||||||||
The Company had two major customers during the three months ended October 31, 2013 which contributed 15.4% and 15.0% of net revenues, respectively, and had three major customers during the three months ended October 31, 2012 which contributed 20.8%, 6.3% and 4.2% of net revenues, respectively. | ||||||||||||||
The Company had two major customers during the nine months ended October 31, 2013 which contributed 16.3% and 15.5% of net revenues, respectively, and had three major customers during the nine months ended October 31, 2012 which contributed 24.0%, 7.7% and 4.9% of revenue, respectively. | ||||||||||||||
The Company had two major customers that contributed 16.2% and 9.7% of accounts receivable, respectively, as of October 31, 2013. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Our accounting for Fair Value Measurement and Disclosures defines fair value 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. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: | ||||||||||||||
Level one — Quoted market prices in active markets for identical assets or liabilities; | ||||||||||||||
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | ||||||||||||||
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||||||||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. | ||||||||||||||
The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair values due to the short maturities of these instruments. | ||||||||||||||
Non-controlling Interest | ||||||||||||||
The non-controlling interest recorded in our consolidated financial statements represents the pre-acquisition equity of those PPC’s in which we have determined that we have a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities. The nature of these contracts provide us with a monthly management fee to provide the services described above, and as such, the only adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or withdrawals by the non-controlling parties. | ||||||||||||||
Activity within non-controlling interest for the nine months ended October 31, 2013 consisted of the following: | ||||||||||||||
Balance as of January 31, 2013 | $ | -36,503 | ||||||||||||
Stock-based compensation | 9,475 | |||||||||||||
Distributions to non-controlling interest shareholder | -240,000 | |||||||||||||
Balance as of October 31, 2013 | $ | -267,028 | ||||||||||||
Basic and Diluted Earnings per Share | ||||||||||||||
Basic net loss per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net loss by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net loss per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, and the treasury stock method for options and warrants. | ||||||||||||||
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Incremental shares assumed issued on exercise of in the money options | 4,373,687 | - | 4,547,125 | - | ||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 1,428,067 | 798,743 | 1,535,402 | 377,141 | ||||||||||
5,801,754 | 798,743 | 6,082,526 | 377,141 | |||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. | ||||||||||||||
Reclassifications | ||||||||||||||
Certain reclassifications have been made to the accompanying fiscal year 2013 consolidated financial statements to conform them to the fiscal year 2014 presentation. | ||||||||||||||
Acquisition
Acquisition | 9 Months Ended | ||||
Oct. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisition | ' | ||||
3. Acquisition | |||||
On September 1, 2013 ACC acquired certain assets, excluding working capital, of a medical clinic in Los Angeles, California. We accounted for the acquisition as a business combination using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the purchase date and be recorded on the balance sheet. The process for estimating the fair values of identifiable intangible assets involves the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the three months and nine months ended October 31, 2013 were approximately $10,000. | |||||
The acquisition-date fair value of the consideration transferred consisted of the following items: | |||||
Cash consideration | $ | 100,000 | |||
Promissory note due to seller | 125,000 | ||||
Total purchase consideration | $ | 225,000 | |||
Fair Value Estimate of Asset Acquired and Liability Assumed | |||||
The total purchase consideration is allocated to the acquisition of the net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired is as follows: | |||||
Goodwill | $ | 225,000 | |||
Total fair value of assets acquired | 225,000 | ||||
Promissory note, net | 125,000 | ||||
Net assets acquired | $ | 100,000 | |||
Property and equipment fair value was determined using their historical cost adjusted for usage and management estimates. | |||||
The promissory note issued will be paid in installments of $15,000 per month for ten months commencing 90 days from the closing date under a non-interest bearing promissory note to be secured by the assets of the clinic. The Company determined the fair value of the note using an interest rate of 26.3% per annum to discount future cash flows, which is based on the cost of recent debt issuances of Apollo (Note 5). | |||||
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition includes benefits that the Company believes will result from gaining additional expertise and intellectual property in the clinical care area and expand the reach of its Maverick Medical Group IPA. Goodwill is not amortized and is not deductible for tax purposes. | |||||
We do not consider this acquisition to be a material business combination and, therefore, have not disclosed the pro forma results of operations as required for material business combinations. | |||||
The recorded purchase price amounts are preliminary and subject to change as we are awaiting additional information related to acquired intangible assets and note discount. The effects of final adjustments, if any, on the purchase price allocation are not expected to be material. | |||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 9 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities | ' | |||||||
4. Accounts Payable and Accrued Liabilities | ||||||||
Accounts payable and accrued liabilities consisted of the following: | ||||||||
October 31, | January 31, | |||||||
2013 | 2013 | |||||||
Accounts payable | $ | 452,579 | $ | 394,915 | ||||
Accrued compensation | 399,244 | 500,023 | ||||||
Income taxes payable | 287 | 1,087 | ||||||
Accrued interest | 55,922 | 9,310 | ||||||
Accrued professional fees | 60,478 | 45,316 | ||||||
$ | 968,510 | $ | 950,651 | |||||
Notes_and_Lines_of_Credit_Paya
Notes and Lines of Credit Payable | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Notes Payable [Abstract] | ' | |||||||||||||
Notes and Lines of Credit Payable | ' | |||||||||||||
5. Notes and Lines of Credit Payable | ||||||||||||||
Senior Secured Note | ||||||||||||||
The terms of the amended $500,000 Senior Secured Note to SpaGus Apollo, LLC provide for borrowings to bear interest at 8.0 % per annum with accrued interest payable in arrears on each of December 28, 2012, March 31, 2013, June 30, 2013 and October 15, 2013. On April 15, 2013 the Company was obligated to issue an additional 100,000 restricted shares of the Company’s common stock to SpaGus required under the terms of the amended Note, which had a fair value of $45,000 at the obligation date. The Company accounted for this additional payment as a modification, which was amortized to interest expense over the remaining term of the amended Note using the effective interest method. The amended Note matured and was repaid, including accrued unpaid interest, on October 16, 2013. | ||||||||||||||
Promissory Note | ||||||||||||||
In connection with the September 1, 2013 acquisition of the Los Angeles, CA medical clinic (Note 3), ACC issued a non-interest bearing promissory note to the seller, which is due in ten installments of $15,000 per month commencing December 1, 2013. ACC recorded the note at its fair value of $125,000 using an interest rate of 26.3% to discount future cash flows, which is based on the cost of recent debt issuances of Apollo. The note is secured by substantially all assets of the clinic. | ||||||||||||||
Lines of credit payable | ||||||||||||||
Secured revolving credit facility | ||||||||||||||
On October 15, 2013, the Company entered into a $2.0 million secured revolving credit facility (the “Credit Agreement”) with NNA of Nevada, Inc., and (“the Lender” or “NNA”). The Company and its subsidiaries are guarantors of the Company’s obligations under the Credit Agreement. Loans drawn under the Credit Agreement are secured by all of the assets of the Company and its subsidiaries, including a security interest in the deposit accounts of the Company and its subsidiaries and a pledge of the shares in the Company’s subsidiaries. Amounts outstanding under the Credit Agreement accrue interest at a rate equal to the sum of (i) three months LIBOR and (ii) six percent (6.24% at October 31, 2013). Interest is payable on the last business day of each successive month, in arrears, commencing October 31, 2013, and at each month-end thereafter. The Credit Agreement requires the Company to pay the Lender a facility fee, on the last business day of each month, at a per annum rate of 1.0% of the average daily unused portion of the revolving credit commitment under the Credit Agreement. The Credit Agreement matures June 30, 2014. The Company incurred direct costs related to the Credit Agreement aggregating $119,500 which were accounted for as deferred financing costs and will be amortized using the straight line method to interest expense over the term thereof. As of October 31, 2013 $811,878 was outstanding under the Credit Agreement. | ||||||||||||||
On December 20, 2013 the Company entered into the First Amendment to the Credit Agreement (the “Amended Credit Agreement”), which increased the revolving credit facility from $2 million to $4 million. The proceeds of the Amended Credit Agreement were used by the Company to repay the $500,000 senior secured note (the “Senior Secured Note”) to SpaGus Apollo, LLC , and will be used to pay or repay certain of the Company’s 10% Notes, to refinance certain other indebtedness of the Company, and for working capital and for general corporate purposes. The Amended Credit Agreement contains the following financial covenants as follows: | ||||||||||||||
The Credit Agreement contains the following financial covenants as follows: | ||||||||||||||
· | Consolidated EBIT: The Company will not permit Consolidated EBIT as of the last day of each fiscal quarter shown below, for the fiscal quarter then ended, to be a greater negative amount than the amount set forth below: | |||||||||||||
Period | Minimum Consolidated | |||||||||||||
EBIT(loss) | ||||||||||||||
3rd fiscal quarter ended October 2013 | $ | -900,000 | ||||||||||||
4 th fiscal quarter ended January 2014 | $ | -1,227,111 | ||||||||||||
1 st fiscal quarter ended April 2014 | $ | -1,696,958 | ||||||||||||
Consolidated EBIT is defined, for any period, as the aggregate of (i) Consolidated Net Income of the Company plus (ii) the sum of interest expense and income tax expense, and minus (iii) interest income, all to the extent taken into account in the calculation of Consolidated Net Income. Consolidated Net Income is defined, for any period, as the net income (or loss) of the Company and its Subsidiaries, as determined on consolidated basis in accordance with GAAP, but excluding extraordinary gains and losses and any other non-operating gains and losses. | ||||||||||||||
· | Working Capital Ratio: Permit the Working Capital Ratio to be less than 0.80: 1.00 at any time. | |||||||||||||
Working Capital Ratio is defined, as of the measurement date, the ratio of (i) the sum of (A) the current assets of the Company and its subsidiaries as determined on a consolidated basis in accordance with GAAP, and (B) the unused portion of the revolving credit commitment to (ii) the current liabilities of the Company and its subsidiaries including without the aggregate amount of the Credit Agreement borrowings. | ||||||||||||||
In addition, the Credit Agreement includes certain negative covenants that, subject to exceptions, limit our ability to, among other things incur additional indebtedness, engage in future mergers, consolidations, liquidations and dissolutions, sell assets, pay dividends and distributions on or repurchase capital stock, and enter into or amend other material agreements. The Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, which are set forth in more detail in the Credit Agreement. | ||||||||||||||
The Company is in compliance with its financial covenants as of October 31, 2013 under the Amended Credit Agreement. | ||||||||||||||
Unsecured revolving line of credit | ||||||||||||||
Hendel has a $100,000 revolving line of credit with a financial institution of which $94,765 was outstanding at October 31, 2013. Borrowings under the line of credit bear interest at the prime rate (as defined) plus 4.50% (7.75% per annum at October 31, 2013), interest only is payable monthly, and matures June 5, 2014. The line of credit is unsecured. | ||||||||||||||
Interest expense associated with the notes and lines of credit payable consisted of the following: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Interest expense | $ | 16,810 | $ | 2,755 | $ | 36,901 | $ | 15,386 | ||||||
Amortization of loan fees and discount | 49,738 | 11,401 | 89,327 | 33,546 | ||||||||||
$ | 66,548 | $ | 14,156 | $ | 126,229 | $ | 48,932 | |||||||
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Convertible Notes [Abstract] | ' | |||||||||||||
Convertible Notes Payable | ' | |||||||||||||
6. Convertible Notes Payable | ||||||||||||||
October 31, | January 31, | |||||||||||||
2013 | 2013 | |||||||||||||
10% Senior Subordinated Convertible Notes due January 31, 2016, net of debt discount of $133,277 (October 31, 2013) and $183,389 (January 31, 2013) | $ | 1,116,724 | $ | 1,066,611 | ||||||||||
9% Senior Subordinated Convertible Notes due February 15, 2016, net of debt discount of $168,162 (October 31, 2013) and $186,897 (January 31, 2013) | 931,837 | 693,103 | ||||||||||||
8% Senior Subordinated Convertible Notes due February 1, 2015 | 150,000 | 150,000 | ||||||||||||
Total Convertible Notes | 2,198,561 | 1,909,714 | ||||||||||||
Less: Current Portion | - | - | ||||||||||||
Long Term Portion | $ | 2,198,561 | $ | 1,909,714 | ||||||||||
10% Senior Subordinated Callable Convertible Notes due January 31, 2016 | ||||||||||||||
The $1,250,000 10% Senior Subordinated Callable Convertible Notes (the “10% Notes”) bear interest at a rate of 10% annually, payable semi- annually on January 31 and July 31. The 10% Notes are subordinated, have a fixed conversion price of $0.11485 per share, and according to the original offering memorandum for the 10% Notes are convertible at any time prior to maturity, January 31, 2016. | ||||||||||||||
8% Senior Subordinated Convertible Promissory Notes due February 1, 2015 | ||||||||||||||
The $150,000 8% Senior Subordinated Promissory Convertible Notes bear interest at a rate of 8% annually, payable semi -annually on December 31 and June 30. The Notes mature and become due and payable on February 1, 2015 and are subordinated.. The 8% Notes are convertible any time prior to February 1, 2015 at an initial conversion price of $0.25 per share of the Company’s common stock. The Company may require the holders of the 8% Notes to convert to common stock at the then applicable conversion rate at any time after June 30, 2013 if: i) our 10% Notes have been fully repaid or converted and ii) the closing price of our common stock has exceeded 150% of the then applicable Conversion Price for no less than 30 consecutive trading days prior to giving notice. At any time on or after June 30, 2014, the Company may, at its sole option, redeem all of the Notes at a redemption price in cash equal to 108% of the principal amount of the Notes to be redeemed plus any accrued and unpaid interest up to, but excluding, the redemption rate. The Company can prepay the notes at any time. | ||||||||||||||
9% Senior Subordinated Callable Convertible Promissory Notes due February 15, 2016 | ||||||||||||||
The 9% Notes bear interest at a rate of 9% per annum, payable semi-annually on August 15 and February 15, and mature February 15, 2016, and are subordinated. The principal of the 9% Notes plus any accrued yet unpaid interest is convertible at any time by the holder at a conversion price of $0.40 per share of Common Stock, subject to adjustment for stock splits, stock dividends and reverse stock splits. After 60 days prior notice, the Note is callable in full or in part by the Company at any time after January 31, 2015. If the Average Daily Value of Trades (“ADVT”) during the prior 90 days as reported by Bloomberg is greater than $100,000, the Note is callable at a price of 105% of the Note’s par value, and if the ADVT is less than $100,000, the Note is callable at a price of 110% of the Note’s par value. | ||||||||||||||
During the nine months ended October 31, 2013 the Company issued additional units of the 9% Notes for aggregate proceeds of $220,000, respectively, and warrants to purchase the Company’s common stock aggregating 165,000 shares. In addition, the Company issued 44,000 warrants to the placement agent associated with these additional proceeds. | ||||||||||||||
The fair value of the warrants issued during the nine months ended October 31, 2013 was $50,937 based on the Company’s closing stock price at the transaction dates and weighted-average inputs to the Black-Scholes option pricing model as follows: | ||||||||||||||
Exercise Price | $ | 0.42 | ||||||||||||
Expected Term (in years) | 5 | |||||||||||||
Volatility | 48 | % | ||||||||||||
Dividend rate | 0 | % | ||||||||||||
Interest rate | 0.7 | % | ||||||||||||
This amount will be amortized to interest expense using the effective interest method over the term of the 9% Notes. | ||||||||||||||
Interest expense associated with the convertible notes payable consisted of the following: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Interest expense | $ | 59,030 | $ | 34,250 | $ | 170,830 | $ | 102,750 | ||||||
Amortization of loan fees | 17,711 | 9,375 | 73,752 | 28,125 | ||||||||||
Amortization of debt discount | 35,390 | 163,458 | 106,167 | 490,374 | ||||||||||
$ | 112,131 | $ | 207,083 | $ | 350,749 | $ | 621,249 | |||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
7. Income Taxes | |
The Company uses the liability method of accounting for income taxes as set forth in ASC 740 (formerly Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”)). Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. The Company’s effective tax rate is different from the federal statutory rate of 34% due primarily to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. | |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
Stockholders' Deficit | ' | |||||||||||||||
8. Stockholders’ Deficit | ||||||||||||||||
Common Stock Placement | ||||||||||||||||
In March 2013, the Company initiated a private placement of up to 7,500,000 shares of its common stock at a price per share of $0.40 (the “Equity Offering”), and during the three months ended October 31, 2013 the Company issued 750,000 shares of common stock for proceeds of $300,000 and during the nine months ended October 31, 2013 the Company issued 1,825,000 shares of common stock for proceeds of $730,000. | ||||||||||||||||
Equity Incentive Plans | ||||||||||||||||
The Company’s amended 2010 Equity Incentive Plan (the “2010 Plan”) allowed the Board to grant up to 12,000,000 shares of the Company’s common stock, and provided for awards including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. As of October 31, 2013, there were no shares available for future grants under the 2010 Plan, and no further shares will be issued under the 2010 Plan. | ||||||||||||||||
On April 29, 2013 the Company’s Board of Directors approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 5,000,000 shares of the Company’s common stock will be reserved for issuance thereunder. The Company received approval of the 2013 Plan from the Company’s stockholders on May 19, 2013. The Company issues new shares to satisfy stock option and warrant exercises under the 2013 Plan. As of October 31, 2013 there were 2,410,000 shares available for future grants under the 2013 Plan. | ||||||||||||||||
Stock options and restricted common stock issued to non-employees as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair value of the option or share, whichever can be more clearly determined. The Company recognizes this expense over the period in which the services are provided. | ||||||||||||||||
Share Issuances | ||||||||||||||||
On April 30, 2013, the Company’s Board of Directors authorized the issuance of 300,000 shares of common stock to Kanehoe Advisors for consulting services, 300,000 shares of common stock to Gary Augusta for consulting services, and 100,000 shares of common stock for other professional services during the three months ended April 30, 2013. The 700,000 shares authorized had an aggregate cost of $315,000 and were recorded as stock-based compensation expense based on the fair values of the shares at the commitment dates. The Company issued these shares during the three months ended October 31, 2013. | ||||||||||||||||
During the three months ended July 31, 2013 the Company accrued 180,000 shares of common stock for professional services with an aggregate cost of $97,200 based on the fair value of the shares at their respective commitment dates. The Company issued these shares during the three months ended October 31, 2013. | ||||||||||||||||
During the three months ended October 31, 2013, the Company accrued 162,500 shares of common stock for professional services with an aggregate cost of $87,750 based on the fair value of the shares at their respective commitment dates. These shares were not issued as of, and were recorded as a liability at, October 31, 2013. | ||||||||||||||||
Option Issuances | ||||||||||||||||
During the three months ended April 30, 2013 the Company’s Board of Directors authorized the issuance of options for 150,000 shares of common stock with an exercise price of $0.21 per share to Mark Meyers pursuant to Mr. Meyers’ consulting agreement. The options vest immediately and expire on the tenth anniversary of issuance. The fair value of the 150,000 stock options of $55,774 was determined under the Black-Scholes option pricing model. The calculation was based on the Company’s closing stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
Expected term (years) | 3 | |||||||||||||||
Volatility | 17.4 | % | ||||||||||||||
Dividends | 0 | % | ||||||||||||||
Interest rate | 0.82 | % | ||||||||||||||
During the three months ended April 30, 2013, the Company issued awards of options for 382,000 shares of the Company’s common stock. The options generally vest on a monthly basis over a 36 month period, and expire on the tenth anniversary of issuance. The aggregate fair value of the stock options of $94,162 was determined using the Black-Scholes option pricing model. The calculation was based on the Company’s closing stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
The weighted-average inputs for the three months ended April 30, 2013 were as follows: | ||||||||||||||||
Exercise Price | $ | 0.41 | ||||||||||||||
Expected Term (in years) | 4.59 | |||||||||||||||
Volatility | 26 | % | ||||||||||||||
Dividend rate | 0 | % | ||||||||||||||
Interest rate | 0.5 | % | ||||||||||||||
During the three months ended July 31, 2013 the Company’s Board of Directors authorized the issuance of options for 150,000 shares of common stock with an exercise price of $0.21 per share to Mark Meyers pursuant to Mr. Meyers’ consulting agreement. The options vest immediately and expire on the tenth anniversary of issuance. The fair value of the 150,000 stock options of $65,678 was determined under the Black-Scholes option pricing model. The calculation was based on the Company’s closing stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
Expected term (years) | 3 | |||||||||||||||
Volatility | 29.7 | % | ||||||||||||||
Dividends | 0 | % | ||||||||||||||
Interest rate | 0.5 | % | ||||||||||||||
On May 21, 2013, the Company’s Board of Directors authorized the issuance of 400,000 common stock options to David Schmidt pursuant to the Director’s Agreement between Mr. Schmidt and the Company in connection with his appointment to the Company’s Board of Directors. The options vest evenly over 36 months. The fair value of the 400,000 stock options of $69,464 was determined under the Black-Scholes option pricing model using the Company’s closing stock price on the date of grant and the following inputs: exercise price $0.50, expected term (years) 3.0, volatility 29.7%, interest rate 0.64%, and no dividends. | ||||||||||||||||
During the three months ended July 31, 2013, the Company’s Board of Directors authorized the issuance or modification of common stock option awards for 1,733,000 shares to certain employees. The options generally vested upon grant. The aggregate fair value of the options was $678,000, determined using the Black-Scholes option pricing model. The calculation was based on the Company’s closing stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
The weighted-average inputs were as follows: | ||||||||||||||||
Exercise Price | $ | 0.004 | ||||||||||||||
Expected Term (in years) | 3 | |||||||||||||||
Volatility | 29.7 | % | ||||||||||||||
Dividend rate | 0 | % | ||||||||||||||
Interest rate | 0.6 | % | ||||||||||||||
During the three months ended October 31, 2013, the Company’s Board of Directors authorized the issuance of common stock option awards for 120,000 shares to an employee and consultant. The options vest on various dates through July 31, 2014. The aggregate fair value of the options was $34,200 determined using the Black-Scholes option pricing model. The calculation was based on the estimated fair value of the Company’s stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
Exercise Price | $ | 0.47 | ||||||||||||||
Expected Term (in years) | 6 | |||||||||||||||
Volatility | 67.2 | % | ||||||||||||||
Dividend rate | 0 | % | ||||||||||||||
Interest rate | 1.4 | % | ||||||||||||||
Stock option activity for the nine months ended October 31, 2013 is summarized below: | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Per Share | Remaining | Value | ||||||||||||||
Exercise | Life | |||||||||||||||
Price | (Years) | |||||||||||||||
Balance, January 31, 2013 | 5,300,000 | $ | 0.18 | 9.1 | $ | - | ||||||||||
Granted | 2,935,000 | 0.18 | 9.6 | - | ||||||||||||
Cancelled | -1,000,000 | 0.21 | 8.9 | |||||||||||||
Exercised | - | - | - | - | ||||||||||||
Expired | - | - | - | - | ||||||||||||
Forfeited | - | - | - | - | ||||||||||||
Balance, October 31, 2013 | 7,235,000 | $ | 0.17 | 9.3 | $ | - | ||||||||||
Vested and exercisable - October 31, 2013 | 5,581,474 | $ | 0.17 | 9.3 | $ | - | ||||||||||
ApolloMed ACO 2012 Equity Incentive Plan | ||||||||||||||||
On October 18, 2012 ApolloMed ACO’s Board of Directors adopted the ApolloMed Accountable Care Organization, Inc. 2012 Equity Incentive Plan (the “ACO Plan”) and reserved 9,000,000 shares of ApolloMed ACO’s common stock for issuance thereunder. The purpose of the ACO Plan is to encourage selected employees, directors, consultants and advisers to improve operations and increase the profitability of ApolloMed ACO and encourage selected employees, directors, consultants and advisers to accept or continue employment or association with ApolloMed ACO. | ||||||||||||||||
Shares | Weighted | Aggregate | Weighted | |||||||||||||
Average | Intrinsic | Average | ||||||||||||||
Remaining | Value | Fair Value | ||||||||||||||
Life | ||||||||||||||||
(Years) | ||||||||||||||||
Balance, January 31, 2013 | 3,690,000 | 1.9 | $ | 36,900 | $ | 0.01 | ||||||||||
Granted | 62,000 | 1.7 | 620 | 0.01 | ||||||||||||
Released | - | |||||||||||||||
Balance, October 31, 2013 | 3,752,000 | 1.3 | $ | 37,520 | $ | 0.01 | ||||||||||
Awards of restricted stock under the Plan vest (i) one-third on the date of grant; (ii) one-third on the first anniversary of the date of grant, if the grantee has remained in service continuously until that date; and (iii) one-third on the second anniversary of the date of grant if the grantee has remained in service continuously until that date. | ||||||||||||||||
As of October 31, 2013, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under our 2010 and 2013 Equity Plans, and the ACO Plan’s and the weighted-average period of years expected to recognize those costs are as follows: | ||||||||||||||||
Weighted | ||||||||||||||||
Average | ||||||||||||||||
Remaining | ||||||||||||||||
Life | ||||||||||||||||
(Years) | ||||||||||||||||
Common stock options | $ | 134,122 | 0.9 | |||||||||||||
ACO Plan restricted stock | $ | 15,736 | 1.3 | |||||||||||||
Stock-based compensation expense related to common stock and common stock option awards is recognized over their respective vesting periods and was included in the accompany condensed consolidated statement of operations as follows: | ||||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock-based compensation expense: | ||||||||||||||||
Cost of services | $ | 73,767 | $ | 440,075 | $ | 550,925 | $ | 452,584 | ||||||||
General and administrative | 284,203 | 1,107,162 | 1,475,757 | 1,279,717 | ||||||||||||
$ | 357,969 | $ | 1,547,237 | $ | 2,026,682 | $ | 1,732,301 | |||||||||
Warrants | ||||||||||||||||
Warrants consisted of the following as of and for the nine months ended October 31, 2013: | ||||||||||||||||
Aggregate | ||||||||||||||||
Intrinsic | Number of | |||||||||||||||
Value | warrants | |||||||||||||||
Outstanding at January 31, 2013 | $ | - | 2,936,000 | |||||||||||||
Granted | - | 209,000 | ||||||||||||||
Exercised | - | - | ||||||||||||||
Cancelled | - | - | ||||||||||||||
Outstanding at October 31, 2013 | $ | - | 3,145,000 | |||||||||||||
Exercise Price | Warrants | Weighted | Warrants | Weighted | Expiration | |||||||||||
outstanding | average | exercisable | average | |||||||||||||
remaining | exercise price | |||||||||||||||
contractual life | ||||||||||||||||
$ | 0.11485 | 1,250,000 | 2.75 | 1,250,000 | $ | 0.1149 | 7/31/16 | |||||||||
$ | 0.11485 | 250,000 | 2.75 | 250,000 | $ | 0.1149 | 7/31/16 | |||||||||
$ | 0.45 | 500,000 | 2.75 | 500,000 | $ | 0.45 | 7/31/16 | |||||||||
$ | 0.5 | 100,000 | 3.99 | 100,000 | $ | 0.5 | 10/28/17 | |||||||||
$ | 0.45 | 825,000 | 4.25 | 825,000 | $ | 0.45 | 1/30/18 | |||||||||
$ | 0.4 | 220,000 | 4.25 | 220,000 | $ | 0.4 | 1/31/18 | |||||||||
3,145,000 | 3.29 | 3,145,000 | $ | 0.2882 | ||||||||||||
Authorized stock | ||||||||||||||||
At October 31, 2013 the Company was authorized to issue up to 100,000,000 shares of common stock. The Company is required to reserve and keep available out of the authorized but unissued shares of common stock such number of shares sufficient to effect the conversion of all outstanding shares of the 10% Senior Subordinated Callable Convertible Notes, the 8% Senior Subordinated Convertible Promissory Notes, the 9% Senior Subordinated Callable Notes, the exercise of all outstanding warrants exercisable into shares of common stock, and shares granted and available for grant under the Company’s 2013 Plan. The amount of shares of common stock reserved for these purposes is as follows at October 31, 2013: | ||||||||||||||||
Common stock issued and outstanding | 37,977,607 | |||||||||||||||
Conversion of 10% Notes | 10,883,761 | |||||||||||||||
Conversion of 8% Notes | 600,000 | |||||||||||||||
Conversion of 9% Notes | 2,750,000 | |||||||||||||||
Warrants outstanding | 3,145,000 | |||||||||||||||
Stock options outstanding | 7,235,000 | |||||||||||||||
Remaining shares issuable under 2013 Equity Incentive Plan | 2,410,000 | |||||||||||||||
65,001,368 | ||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
9. Commitments and Contingencies | |
Regulatory Matters | |
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are in compliance with all applicable laws and regulations. | |
Legal | |
In the ordinary course of our business, we become involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by our affiliated hospitalists. We may also become subject to other lawsuits which could involve significant claims and/or significant defense costs. We believe, based upon our review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on our business, financial condition, results of operations, or cash flows. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on our business, financial condition, results of operations, or cash flows in a future period. | |
Liability Insurance | |
We believe that our insurance coverage is appropriate based upon our claims experience and the nature and risks of our business. In addition to the known incidents that have resulted in the assertion of claims, we cannot be certain that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us, our affiliated professional organizations or our affiliated hospitalists in the future where the outcomes of such claims are unfavorable. We believe that the ultimate resolution of all pending claims, including liabilities in excess of our insurance coverage, will not have a material adverse effect on our financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on our business. | |
Although we currently maintain liability insurance policies on a claims-made basis, which are intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to us in future years at acceptable costs, and on favorable terms. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Accounting Principles | ' | |||||||||||||
Accounting Principles | ||||||||||||||
These condensed consolidated statements reflect all adjustments, consisting of normal recurring adjustments, which, in management’s opinion, are necessary, and should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2012 as filed with the Securities and Exchange Commission (“SEC”) on May 1, 2013. | ||||||||||||||
Principles of Consolidation | ' | |||||||||||||
Principles of Consolidation | ||||||||||||||
Our consolidated financial statements include the accounts of Apollo Medical Holdings, Inc. and its wholly owned subsidiaries AMM, ApolloMed ACO, PCCM, and VMM, it’s controlling interest in Aligned Healthcare, Inc. (“AHI”), and PPC’s managed under long-term management service agreements including AMH, MMG, ACC, LALC and Hendel. Some states have laws that prohibit business entities, such as Apollo, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians (collectively known as the corporate practice of medicine), or engaging in certain arrangements with physicians, such as fee-splitting. In California, we operate by maintaining long-term management service agreements with the PPC’s, which are each owned and operated by physicians, and which employ or contract with additional physicians to provide hospitalist services. Under the management agreements, we provide and perform all non-medical management and administrative services, including financial management, information systems, marketing, risk management and administrative support. The management agreements typically have an initial term of 20 years unless terminated by either party for cause. The management agreements are not terminable by the PMC’s, except in the case of gross negligence, fraud, or other illegal acts by Apollo, or bankruptcy of Apollo. | ||||||||||||||
Through the management agreements and our relationship with the stockholders of the PPC’s, we have exclusive authority over all non-medical decision making related to the ongoing business operations of the PPC’s. Consequently, we consolidate the revenue and expenses of the PPCs from the date of execution of the management agreements. | ||||||||||||||
All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||
Revenue Recognition | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
Revenue consists of contracted and fee-for-service revenue. Revenue is recorded in the period in which services are rendered. Our revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of our billing arrangements and how net revenue is recognized for each. | ||||||||||||||
Contracted revenue represents revenue generated under contracts for which we provide physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are worked by our staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where we may have a fee-for-service contract arrangement or provide physician advisory services to the medical staff at a specific facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provides for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. Additionally, we derive a portion of our revenue as a contractual bonus from collections received by our partners and such revenue is contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services. | ||||||||||||||
Fee-for-service revenue represents revenue earned under contracts in which we bill and collect the professional component of charges for medical services rendered by our contracted and employed physicians. Under the fee-for-service arrangements, we bill patients for services provided and receive payment from patients or their third-party payers. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. Fee-for-service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payer coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to our billing center for medical coding and entering into our billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payer(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into our billing systems as well as an estimate of the revenue associated with medical services. | ||||||||||||||
The Company through its subsidiary, ApolloMed ACO, participates in the Medicare Shared Savings Program (“MSSP”) sponsored by the Centers for Medicare & Medicaid Services (“CMS”). The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated by CMS on cost savings generated by the ACO participant based on a trailing 24 month medical service history. The MSSP is a newly formed program with no history of payments to ACO participants. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until cash payments from CMS are received. For the three months and nine months ended October 31, 2013 and 2012, the Company recorded no revenue related to the MSSP. | ||||||||||||||
Concentrations | ' | |||||||||||||
Concentrations | ||||||||||||||
The Company had two major customers during the three months ended October 31, 2013 which contributed 15.4% and 15.0% of net revenues, respectively, and had three major customers during the three months ended October 31, 2012 which contributed 20.8%, 6.3% and 4.2% of net revenues, respectively. | ||||||||||||||
The Company had two major customers during the nine months ended October 31, 2013 which contributed 16.3% and 15.5% of net revenues, respectively, and had three major customers during the nine months ended October 31, 2012 which contributed 24.0%, 7.7% and 4.9% of revenue, respectively. | ||||||||||||||
The Company had two major customers that contributed 16.2% and 9.7% of accounts receivable, respectively, as of October 31, 2013. | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Our accounting for Fair Value Measurement and Disclosures defines fair value 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. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: | ||||||||||||||
Level one — Quoted market prices in active markets for identical assets or liabilities; | ||||||||||||||
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | ||||||||||||||
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||||||||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. | ||||||||||||||
The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair values due to the short maturities of these instruments. | ||||||||||||||
Non-controlling Interest | ' | |||||||||||||
Non-controlling Interest | ||||||||||||||
The non-controlling interest recorded in our consolidated financial statements represents the pre-acquisition equity of those PPC’s in which we have determined that we have a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities. The nature of these contracts provide us with a monthly management fee to provide the services described above, and as such, the only adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or withdrawals by the non-controlling parties. | ||||||||||||||
Activity within non-controlling interest for the nine months ended October 31, 2013 consisted of the following: | ||||||||||||||
Balance as of January 31, 2013 | $ | -36,503 | ||||||||||||
Stock-based compensation | 9,475 | |||||||||||||
Distributions to non-controlling interest shareholder | -240,000 | |||||||||||||
Balance as of October 31, 2013 | $ | -267,028 | ||||||||||||
Basic and Diluted Earnings Per Share | ' | |||||||||||||
Basic and Diluted Earnings per Share | ||||||||||||||
Basic net loss per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net loss by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net loss per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, and the treasury stock method for options and warrants. | ||||||||||||||
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Incremental shares assumed issued on exercise of in the money options | 4,373,687 | - | 4,547,125 | - | ||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 1,428,067 | 798,743 | 1,535,402 | 377,141 | ||||||||||
5,801,754 | 798,743 | 6,082,526 | 377,141 | |||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. | ||||||||||||||
Reclassifications | ' | |||||||||||||
Reclassifications | ||||||||||||||
Certain reclassifications have been made to the accompanying fiscal year 2013 consolidated financial statements to conform them to the fiscal year 2014 presentation. | ||||||||||||||
Description_of_Business_Tables
Description of Business (Tables) | 9 Months Ended | ||||
Oct. 31, 2013 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Schedule Of Going Concern | ' | ||||
The Company's financial statements are prepared using United States generally accepted accounting principles (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company incurred the following net operating loss and cash from operating activities for the nine months ended October 31, 2013: | |||||
Net operating loss | $ | 2,885,846 | |||
Cash used in operating activities | $ | 928,745 | |||
Accumulated and Stockholders Deficit | ' | ||||
As of October 31, 2013 the Company’s accumulated and stockholders’ deficit was as follows: | |||||
Accumulated deficit | $ | 14,418,150 | |||
Stockholders' deficit | $ | 1,046,238 | |||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Activity within non-controlling interest | ' | |||||||||||||
Activity within non-controlling interest for the nine months ended October 31, 2013 consisted of the following: | ||||||||||||||
Balance as of January 31, 2013 | $ | -36,503 | ||||||||||||
Stock-based compensation | 9,475 | |||||||||||||
Distributions to non-controlling interest shareholder | -240,000 | |||||||||||||
Balance as of October 31, 2013 | $ | -267,028 | ||||||||||||
Basic and Diluted Earnings per Share | ' | |||||||||||||
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Incremental shares assumed issued on exercise of in the money options | 4,373,687 | - | 4,547,125 | - | ||||||||||
Incremental shares assumed issued on exercise of in the money warrants | 1,428,067 | 798,743 | 1,535,402 | 377,141 | ||||||||||
5,801,754 | 798,743 | 6,082,526 | 377,141 | |||||||||||
Acquisition_Tables
Acquisition (Tables) | 9 Months Ended | ||||
Oct. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Business Acquisitions by Acquisition Consideration Transferred | ' | ||||
The acquisition-date fair value of the consideration transferred consisted of the following items: | |||||
Cash consideration | $ | 100,000 | |||
Promissory note due to seller | 125,000 | ||||
Total purchase consideration | $ | 225,000 | |||
Schedule of Purchase Price Allocation | ' | ||||
The total purchase consideration is allocated to the acquisition of the net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired is as follows: | |||||
Goodwill | $ | 225,000 | |||
Total fair value of assets acquired | 225,000 | ||||
Promissory note, net | 125,000 | ||||
Net assets acquired | $ | 100,000 | |||
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Oct. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts payable and accrued liabilities | ' | |||||||
Accounts payable and accrued liabilities consisted of the following: | ||||||||
October 31, | January 31, | |||||||
2013 | 2013 | |||||||
Accounts payable | $ | 452,579 | $ | 394,915 | ||||
Accrued compensation | 399,244 | 500,023 | ||||||
Income taxes payable | 287 | 1,087 | ||||||
Accrued interest | 55,922 | 9,310 | ||||||
Accrued professional fees | 60,478 | 45,316 | ||||||
$ | 968,510 | $ | 950,651 | |||||
Notes_and_Lines_of_Credit_Paya1
Notes and Lines of Credit Payable (Tables) | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Notes Payable [Abstract] | ' | |||||||||||||
Schedule of Earnings Before Interest, Taxes Quarter Loss | ' | |||||||||||||
The Credit Agreement contains the following financial covenants as follows: | ||||||||||||||
· | Consolidated EBIT: The Company will not permit Consolidated EBIT as of the last day of each fiscal quarter shown below, for the fiscal quarter then ended, to be a greater negative amount than the amount set forth below: | |||||||||||||
Period | Minimum Consolidated | |||||||||||||
EBIT(loss) | ||||||||||||||
3rd fiscal quarter ended October 2013 | $ | -900,000 | ||||||||||||
4 th fiscal quarter ended January 2014 | $ | -1,227,111 | ||||||||||||
1 st fiscal quarter ended April 2014 | $ | -1,696,958 | ||||||||||||
Schedule of Interest Expense Associated with Notes Payable | ' | |||||||||||||
Interest expense associated with the notes and lines of credit payable consisted of the following: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Interest expense | $ | 16,810 | $ | 2,755 | $ | 36,901 | $ | 15,386 | ||||||
Amortization of loan fees and discount | 49,738 | 11,401 | 89,327 | 33,546 | ||||||||||
$ | 66,548 | $ | 14,156 | $ | 126,229 | $ | 48,932 | |||||||
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Convertible Notes [Line Items] | ' | |||||||||||||
Schedule of long-term debt instruments | ' | |||||||||||||
October 31, | January 31, | |||||||||||||
2013 | 2013 | |||||||||||||
10% Senior Subordinated Convertible Notes due January 31, 2016, net of debt discount of $133,277 (October 31, 2013) and $183,389 (January 31, 2013) | $ | 1,116,724 | $ | 1,066,611 | ||||||||||
9% Senior Subordinated Convertible Notes due February 15, 2016, net of debt discount of $168,162 (October 31, 2013) and $186,897 (January 31, 2013) | 931,837 | 693,103 | ||||||||||||
8% Senior Subordinated Convertible Notes due February 1, 2015 | 150,000 | 150,000 | ||||||||||||
Total Convertible Notes | 2,198,561 | 1,909,714 | ||||||||||||
Less: Current Portion | - | - | ||||||||||||
Long Term Portion | $ | 2,198,561 | $ | 1,909,714 | ||||||||||
Schedule Of Debt Instruments Interest Expense | ' | |||||||||||||
Interest expense associated with the convertible notes payable consisted of the following: | ||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Interest expense | $ | 59,030 | $ | 34,250 | $ | 170,830 | $ | 102,750 | ||||||
Amortization of loan fees | 17,711 | 9,375 | 73,752 | 28,125 | ||||||||||
Amortization of debt discount | 35,390 | 163,458 | 106,167 | 490,374 | ||||||||||
$ | 112,131 | $ | 207,083 | $ | 350,749 | $ | 621,249 | |||||||
Placement agent warrants | ' | |||||||||||||
Convertible Notes [Line Items] | ' | |||||||||||||
Schedule of total expense recognized for warrants for debt | ' | |||||||||||||
The fair value of the warrants issued during the nine months ended October 31, 2013 was $50,937 based on the Company’s closing stock price at the transaction dates and weighted-average inputs to the Black-Scholes option pricing model as follows: | ||||||||||||||
Exercise Price | $ | 0.42 | ||||||||||||
Expected Term (in years) | 5 | |||||||||||||
Volatility | 48 | % | ||||||||||||
Dividend rate | 0 | % | ||||||||||||
Interest rate | 0.7 | % | ||||||||||||
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | |||||||||||||||
Oct. 31, 2013 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
Fair Value Of Closing Stock Price Based On Assumptions | ' | |||||||||||||||
The calculation was based on the Company’s closing stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
Expected term (years) | 3 | |||||||||||||||
Volatility | 17.4 | % | ||||||||||||||
Dividends | 0 | % | ||||||||||||||
Interest rate | 0.82 | % | ||||||||||||||
The weighted-average inputs for the three months ended April 30, 2013 were as follows: | ||||||||||||||||
Exercise Price | $ | 0.41 | ||||||||||||||
Expected Term (in years) | 4.59 | |||||||||||||||
Volatility | 26 | % | ||||||||||||||
Dividend rate | 0 | % | ||||||||||||||
Interest rate | 0.5 | % | ||||||||||||||
The calculation was based on the Company’s closing stock price on the date of grant and the following weighted-average inputs: | ||||||||||||||||
Expected term (years) | 3 | |||||||||||||||
Volatility | 29.7 | % | ||||||||||||||
Dividends | 0 | % | ||||||||||||||
Interest rate | 0.5 | % | ||||||||||||||
Fair Value Of Options Granted Based On Assumptions | ' | |||||||||||||||
The weighted-average inputs for the three months ended April 30, 2013 were as follows: | ||||||||||||||||
Exercise Price | $ | 0.41 | ||||||||||||||
Expected Term (in years) | 4.59 | |||||||||||||||
Volatility | 26 | % | ||||||||||||||
Dividend rate | 0 | % | ||||||||||||||
Interest rate | 0.5 | % | ||||||||||||||
The weighted-average inputs were as follows: | ||||||||||||||||
Exercise Price | $ | 0.004 | ||||||||||||||
Expected Term (in years) | 3 | |||||||||||||||
Volatility | 29.7 | % | ||||||||||||||
Dividend rate | 0 | % | ||||||||||||||
Interest rate | 0.6 | % | ||||||||||||||
Stock Option Transactions Under Stock Option Plans | ' | |||||||||||||||
Stock option activity for the nine months ended October 31, 2013 is summarized below: | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Per Share | Remaining | Value | ||||||||||||||
Exercise | Life | |||||||||||||||
Price | (Years) | |||||||||||||||
Balance, January 31, 2013 | 5,300,000 | $ | 0.18 | 9.1 | $ | - | ||||||||||
Granted | 2,935,000 | 0.18 | 9.6 | - | ||||||||||||
Cancelled | -1,000,000 | 0.21 | 8.9 | |||||||||||||
Exercised | - | - | - | - | ||||||||||||
Expired | - | - | - | - | ||||||||||||
Forfeited | - | - | - | - | ||||||||||||
Balance, October 31, 2013 | 7,235,000 | $ | 0.17 | 9.3 | $ | - | ||||||||||
Vested and exercisable - October 31, 2013 | 5,581,474 | $ | 0.17 | 9.3 | $ | - | ||||||||||
Summary of Restricted Stock Award | ' | |||||||||||||||
Shares | Weighted | Aggregate | Weighted | |||||||||||||
Average | Intrinsic | Average | ||||||||||||||
Remaining | Value | Fair Value | ||||||||||||||
Life | ||||||||||||||||
(Years) | ||||||||||||||||
Balance, January 31, 2013 | 3,690,000 | 1.9 | $ | 36,900 | $ | 0.01 | ||||||||||
Granted | 62,000 | 1.7 | 620 | 0.01 | ||||||||||||
Released | - | |||||||||||||||
Balance, October 31, 2013 | 3,752,000 | 1.3 | $ | 37,520 | $ | 0.01 | ||||||||||
Total Unrecognized Compensation Costs Related To Non-Vested Stock-Based Compensation Arrangements | ' | |||||||||||||||
As of October 31, 2013, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under our 2010 and 2013 Equity Plans, and the ACO Plan’s and the weighted-average period of years expected to recognize those costs are as follows: | ||||||||||||||||
Weighted | ||||||||||||||||
Average | ||||||||||||||||
Remaining | ||||||||||||||||
Life | ||||||||||||||||
(Years) | ||||||||||||||||
Common stock options | $ | 134,122 | 0.9 | |||||||||||||
ACO Plan restricted stock | $ | 15,736 | 1.3 | |||||||||||||
Summary of Stock Based Compensation Expense Related To Restricted Stock and Option Awards | ' | |||||||||||||||
Stock-based compensation expense related to common stock and common stock option awards is recognized over their respective vesting periods and was included in the accompany condensed consolidated statement of operations as follows: | ||||||||||||||||
Three months ended October 31, | Nine months ended October 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock-based compensation expense: | ||||||||||||||||
Cost of services | $ | 73,767 | $ | 440,075 | $ | 550,925 | $ | 452,584 | ||||||||
General and administrative | 284,203 | 1,107,162 | 1,475,757 | 1,279,717 | ||||||||||||
$ | 357,969 | $ | 1,547,237 | $ | 2,026,682 | $ | 1,732,301 | |||||||||
Warrants Outstanding | ' | |||||||||||||||
Warrants consisted of the following as of and for the nine months ended October 31, 2013: | ||||||||||||||||
Aggregate | ||||||||||||||||
Intrinsic | Number of | |||||||||||||||
Value | warrants | |||||||||||||||
Outstanding at January 31, 2013 | $ | - | 2,936,000 | |||||||||||||
Granted | - | 209,000 | ||||||||||||||
Exercised | - | - | ||||||||||||||
Cancelled | - | - | ||||||||||||||
Outstanding at October 31, 2013 | $ | - | 3,145,000 | |||||||||||||
Exercise Price | Warrants | Weighted | Warrants | Weighted | Expiration | |||||||||||
outstanding | average | exercisable | average | |||||||||||||
remaining | exercise price | |||||||||||||||
contractual life | ||||||||||||||||
$ | 0.11485 | 1,250,000 | 2.75 | 1,250,000 | $ | 0.1149 | 7/31/16 | |||||||||
$ | 0.11485 | 250,000 | 2.75 | 250,000 | $ | 0.1149 | 7/31/16 | |||||||||
$ | 0.45 | 500,000 | 2.75 | 500,000 | $ | 0.45 | 7/31/16 | |||||||||
$ | 0.5 | 100,000 | 3.99 | 100,000 | $ | 0.5 | 10/28/17 | |||||||||
$ | 0.45 | 825,000 | 4.25 | 825,000 | $ | 0.45 | 1/30/18 | |||||||||
$ | 0.4 | 220,000 | 4.25 | 220,000 | $ | 0.4 | 1/31/18 | |||||||||
3,145,000 | 3.29 | 3,145,000 | $ | 0.2882 | ||||||||||||
Amount of Shares of Common Stock Reserved | ' | |||||||||||||||
The amount of shares of common stock reserved for these purposes is as follows at October 31, 2013: | ||||||||||||||||
Common stock issued and outstanding | 37,977,607 | |||||||||||||||
Conversion of 10% Notes | 10,883,761 | |||||||||||||||
Conversion of 8% Notes | 600,000 | |||||||||||||||
Conversion of 9% Notes | 2,750,000 | |||||||||||||||
Warrants outstanding | 3,145,000 | |||||||||||||||
Stock options outstanding | 7,235,000 | |||||||||||||||
Remaining shares issuable under 2013 Equity Incentive Plan | 2,410,000 | |||||||||||||||
65,001,368 | ||||||||||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Mar. 31, 2013 | Jan. 31, 2013 | Oct. 31, 2013 | Jul. 31, 2013 | Oct. 31, 2013 | |
Private Placement | Private Placement | Private Placement | Private Placement | Private Placement | |||
Description Of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt, face amount | ' | ' | ' | $880,000 | ' | ' | ' |
Debt, interest rate | 10.00% | ' | ' | 9.00% | 9.00% | ' | 9.00% |
Debt, maturity date | ' | ' | ' | 15-Feb-16 | ' | ' | ' |
Proceeds from note payable | ' | ' | ' | ' | ' | 1,100,000 | ' |
Restricted shares granted to agent | ' | ' | 7,500,000 | ' | 750,000 | ' | 1,825,000 |
Share based compensation, per share | ' | ' | $0.40 | ' | ' | ' | ' |
Proceeds from subscribed common stock | -730,000 | 0 | ' | ' | ' | ' | 730,000 |
Line of Credit Facility, Maximum Borrowing Capacity | 4,000,000 | ' | ' | ' | ' | ' | ' |
Proceeds from Lines of Credit | $0 | ' | ' | ' | ' | ' | ' |
Schedule_of_Going_Concern_Deta
Schedule of Going Concern (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Schedule Of Going Concern [Line Items] | ' | ' | ' | ' |
Net operating loss | $813,487 | $1,437,225 | $2,885,846 | $1,553,404 |
Cash used in operating activities | ' | ' | ($928,745) | $260,948 |
Accumulated_and_Stockholders_D
Accumulated and Stockholders Deficit (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Accumulated And Stockholders Deficit [Line Items] | ' | ' |
Accumulated deficit | $14,418,150 | $11,022,272 |
Stockholders' deficit | $1,046,238 | $391,379 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Management agreement, initial term | ' | ' | '20 years | ' |
Number of major customers | 2 | 3 | 2 | 3 |
Customer A | Two Major Customers | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Percentage Of Accounts Receivable From Customers | 16.20% | ' | 16.20% | ' |
Revenue Of Major Customers Percentage Of Total Revenue | 15.40% | ' | 16.30% | ' |
Customer A | Three Major Customers | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Revenue Of Major Customers Percentage Of Total Revenue | ' | 20.80% | ' | 24.00% |
Customer B | Two Major Customers | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Percentage Of Accounts Receivable From Customers | 9.70% | ' | 9.70% | ' |
Revenue Of Major Customers Percentage Of Total Revenue | 15.00% | ' | 15.50% | ' |
Customer B | Three Major Customers | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Revenue Of Major Customers Percentage Of Total Revenue | ' | 6.30% | ' | 7.70% |
Customer C | Three Major Customers | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Revenue Of Major Customers Percentage Of Total Revenue | ' | 4.20% | ' | 4.90% |
Noncontrolling_Interest_Detail
Non-controlling Interest (Detail) (USD $) | 9 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Noncontrolling Interest [Line Items] | ' | ' |
Balance as of January 31, 2013 | ($36,503) | ' |
Stock-based compensation | 9,475 | ' |
Distributions to non-controlling interest shareholder | -240,000 | -370,000 |
Balance as of October 31, 2013 | ($267,028) | ' |
Basic_and_Diluted_Earnings_Per
Basic and Diluted Earnings Per Share (Detail) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Incremental shares assumed issued on exercise of in the money | 5,801,754 | 798,743 | 6,082,526 | 377,141 |
Stock Options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Incremental shares assumed issued on exercise of in the money | 4,373,687 | 0 | 4,547,125 | 0 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Incremental shares assumed issued on exercise of in the money | 1,428,067 | 798,743 | 1,535,402 | 377,141 |
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Business Acquisition [Line Items] | ' |
Business Acquisition, Transaction Costs | $10,000 |
Business Acquisition Promissory Note Monthly Installments | $15,000 |
Business Acquisition Promissory Note Installment Commencing Period | '90 days |
Business Acquisition Fair Value Of Note Interest Rate | 26.30% |
Fair_Value_Of_Consideration_Tr
Fair Value Of Consideration Transferred (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Business Acquisition [Line Items] | ' |
Cash consideration | $100,000 |
Promissory note due to seller | 125,000 |
Total purchase consideration | $225,000 |
Allocation_Of_Total_Purchase_P
Allocation Of Total Purchase Price (Detail) (USD $) | Oct. 31, 2013 |
Business Acquisition [Line Items] | ' |
Goodwill | $225,000 |
Total fair value of assets acquired | 225,000 |
Promissory note, net | 125,000 |
Net assets acquired | $100,000 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Account Payable And Accrued Liabilities [Line Items] | ' | ' |
Accounts payable | $452,579 | $394,915 |
Accrued compensation | 399,244 | 500,023 |
Income taxes payable | 287 | 1,087 |
Accrued interest | 55,922 | 9,310 |
Accrued professional fees | 60,478 | 45,316 |
Accounts payable and accrued liabilities | $968,510 | $950,651 |
Notes_and_Lines_of_Credit_Paya2
Notes and Lines of Credit Payable - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||
Sep. 01, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 15, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Secured Revolving Credit Facility | Secured Revolving Credit Facility | Senior secured note | Senior secured note | Senior secured note | Senior secured note | Senior secured note | Senior secured note | Senior secured note | Senior secured note | Senior secured note | Senior secured note | |||
Maximum | Minimum | Interest payable in arrears period on December 28, 2012 | Interest payable in arrears period on March 31, 2013 | Interest payable in arrears period on June 30, 2013 | Interest payable in arrears period on October 15, 2013 | Amended | Amended | Amended | Amended | Amended | Amended | ||||||
SpaGus | Possibility one | Date One | Date Two | Date Three | Date four | ||||||||||||
SpaGus | SpaGus | SpaGus | SpaGus | SpaGus | |||||||||||||
Senior Secured Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, interest rate | ' | 10.00% | ' | ' | ' | 1.00% | ' | 8.00% | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' |
Debt, maturity date | ' | ' | 5-Jun-14 | ' | ' | 30-Jun-14 | ' | ' | ' | ' | ' | 16-Oct-13 | 16-Oct-13 | ' | ' | ' | ' |
Debt, accrued interest payable date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28-Dec-12 | 31-Mar-13 | 30-Jun-13 | 15-Oct-13 |
Payment of financing costs, restricted shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Payment of financing costs, fair value of restricted shares | ' | $45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving line of credit carrying amount | ' | ' | 100,000 | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility amount outstanding | ' | ' | 94,765 | ' | ' | 811,878 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, interest rate description | ' | ' | 'prime rate (as defined) plus 4.50% | ' | ' | '(i) three months LIBOR and (ii) six percent (6.24% at October 31, 2013). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, interest rate at period end | ' | ' | 7.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, expiration date | ' | ' | 31-Oct-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, frequency of payment and payment terms | ' | ' | 'interest only is payable monthly, and matures June 5, 2014 | ' | ' | 'Interest is payable on the last business day of each successive month, in arrears, commencing October 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Payment Terms | 'due in ten installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance Of Credit Agreement Related To Direct Cost | ' | ' | ' | ' | ' | 119,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant Description | ' | ' | ' | ' | ' | 'Capital Ratio to be less than 0.80: 1.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Fair Value Of Note Interest Rate | ' | 26.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | 4,000,000 | ' | 4,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from repayment | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Components_of_Consolidated_EBI
Components of Consolidated EBIT (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Consolidation Of Earnings Before Interest And Taxes [Line Items] | ' |
3rd fiscal quarter ended October 2013 | ($900,000) |
4 th fiscal quarter ended January 2014 | -1,227,111 |
1 st fiscal quarter ended April 2014 | ($1,696,958) |
Interest_Expense_Associated_wi
Interest Expense Associated with Notes Payable (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Associated of Interest Expense [Line Items] | ' | ' | ' | ' |
Interest expense | $178,679 | $221,239 | $476,978 | $670,181 |
Notes Payable | ' | ' | ' | ' |
Associated of Interest Expense [Line Items] | ' | ' | ' | ' |
Interest expense | 16,810 | 2,755 | 36,901 | 15,386 |
Amortization of loan fees and discount | 49,738 | 11,401 | 89,327 | 33,546 |
Interest expense, debt | $66,548 | $14,156 | $126,229 | $48,932 |
Convertible_Notes_Payable_Addi
Convertible Notes Payable - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Sep. 01, 2013 | Oct. 31, 2013 | Jan. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2013 | |
Placement Agent | Private Placement | Private Placement | 8% Senior Subordinated Convertible Notes due February 1, 2015 | 8% Senior Subordinated Convertible Notes due February 1, 2015 | 8% Senior Subordinated Convertible Notes due February 1, 2015 | 10% Senior Subordinated Convertible Notes due January 31, 2016 | 10% Senior Subordinated Convertible Notes due January 31, 2016 | 9% Senior Subordinated Convertible Notes due February 15, 2016 | 9% Senior Subordinated Convertible Notes due February 15, 2016 | ||||
Minimum | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes | ' | $2,198,561 | $1,909,714 | ' | ' | ' | $150,000 | $150,000 | ' | $1,116,724 | $1,066,611 | $931,837 | $693,103 |
Proceeds from issuance of convertible notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 | ' |
Convertible notes, interest rate | ' | 10.00% | ' | ' | 9.00% | 9.00% | 8.00% | ' | ' | 10.00% | ' | 9.00% | ' |
Convertible notes payable, interest payment terms | 'due in ten installments | ' | ' | ' | ' | ' | 'Notes bear interest at a rate of 8% annually, payable semi -annually on December 31 and June 30. | ' | ' | 'The notes bear interest at a rate of 10% annually, payable semi- annually on January 31 and July 31. | ' | 'If the Average Daily Value of Trades (“ADVT”) during the prior 90 days as reported by Bloomberg is greater than $100,000, the Note is callable at a price of 105% of the Note’s par value, and if the ADVT is less than $100,000, the Note is callable at a price of 110% of the Note’s par value | ' |
Convertible notes, maturity date | ' | ' | ' | ' | 15-Feb-16 | ' | 1-Feb-15 | ' | ' | 31-Jan-16 | ' | 15-Feb-16 | ' |
Warrants, exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.4 | ' |
Debt, convertible latest date | ' | ' | ' | ' | ' | ' | 1-Feb-15 | ' | ' | ' | ' | ' | ' |
Debt conversion, price per share of common stock | ' | ' | ' | ' | ' | ' | $0.25 | ' | ' | $0.11 | ' | ' | ' |
Debt Instrument, redemption price, percentage of principal amount redeemed | ' | ' | ' | ' | ' | ' | 108.00% | ' | ' | ' | ' | ' | ' |
Earliest redemption date convertible debt | ' | ' | ' | ' | ' | ' | 30-Jun-14 | ' | ' | ' | ' | ' | ' |
Debt conversion description | ' | ' | ' | ' | ' | ' | 'The Company may require the holders of the 8% Notes to convert to common stock at the then applicable conversion rate at any time after June 30, 2013 if: i) our 10% Notes have been fully repaid or converted and ii) the closing price of our common stock has exceeded 150% of the then applicable Conversion Price for no less than 30 consecutive trading days prior to giving notice | ' | ' | ' | ' | ' | ' |
Closing price, percentage of applicable Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' |
Warrants and Rights Outstanding | ' | $50,937 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,000 | ' |
Warrants Issued | ' | 3,145,000 | ' | 44,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Convertible Notes | $2,198,561 | $1,909,714 |
Less: Current Portion | 0 | 0 |
Long Term Portion | 2,198,561 | 1,909,714 |
10% Senior Subordinated Convertible Notes due January 31, 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible Notes | 1,116,724 | 1,066,611 |
9% Senior Subordinated Convertible Notes due February 15, 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible Notes | 931,837 | 693,103 |
8% Senior Subordinated Convertible Notes due February 1, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible Notes | $150,000 | $150,000 |
Convertible_Notes_Parenthetica
Convertible Notes (Parenthetical) (Detail) (USD $) | 9 Months Ended | |
Oct. 31, 2013 | Jan. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Debt, interest rate | 10.00% | ' |
10% Senior Subordinated Convertible Notes due January 31, 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, interest rate | 10.00% | ' |
Debt discount | $133,277 | $183,389 |
Debt instrument, maturity date | 31-Jan-16 | ' |
9% Senior Subordinated Convertible Notes due February 15, 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, interest rate | 9.00% | ' |
Debt discount | $168,162 | $186,897 |
Debt instrument, maturity date | 15-Feb-16 | ' |
8% Senior Subordinated Convertible Notes due February 1, 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, interest rate | 8.00% | ' |
Debt instrument, maturity date | 1-Feb-15 | ' |
Closing_Stock_Price_at_Transac
Closing Stock Price at Transaction Date and Inputs to Black-Scholes Option Pricing (Detail) (Warrants) | 9 Months Ended |
Oct. 31, 2013 | |
Warrants | ' |
Schedule Of Class Of Right Or Warrant Fair Value Assumption [Line Items] | ' |
Exercise Price | 0.42 |
Expected Term (in years) | '5 years |
Volatility | 48.00% |
Dividend rate | 0.00% |
Interest rate | 0.70% |
Interest_Expense_on_Convertibl
Interest Expense on Convertible Notes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Schedule Of Debt Instrument Interest Expense [Line Items] | ' | ' | ' | ' |
Amortization of debt discount | ' | ' | $125,883 | $490,374 |
Convertible Notes Payable | ' | ' | ' | ' |
Schedule Of Debt Instrument Interest Expense [Line Items] | ' | ' | ' | ' |
Interest expense | 59,030 | 34,250 | 170,830 | 102,750 |
Amortization of loan fees | 17,711 | 9,375 | 73,752 | 28,125 |
Amortization of debt discount | 35,390 | 163,458 | 106,167 | 490,374 |
Interest expense, debt | $112,131 | $207,083 | $350,749 | $621,249 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 9 Months Ended |
Oct. 31, 2013 | |
Income Taxes [Line Items] | ' |
Federal statutory rate | 34.00% |
Stockholders_Deficit_Additiona
Stockholder's Deficit - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Oct. 18, 2012 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 | 21-May-13 | Mar. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2013 | Apr. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Apr. 29, 2013 | |
Mr David Schmidt | Private Placement | Private Placement | Private Placement | Private Placement | Common Stock | 9% Senior Subordinated Callable Notes | 8% Senior Subordinated Convertible Promissory Note | 10% Senior Subordinated Callable Convertible Notes | Services | Services | Kanehoe | Mr Gary Augusta | Mr Mark Meyers | Mr Mark Meyers | 2010 Equity Incentive Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | |||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity incentive plan, shares authorized for issuance | ' | 120,000 | 1,733,000 | ' | ' | 120,000 | ' | ' | 400,000 | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | 150,000 | 150,000 | ' | ' | ' |
Equity incentive plan, additional shares authorized for issuance | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity incentive plan, shares available for future grant | ' | 2,410,000 | ' | ' | ' | 2,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,410,000 | 5,000,000 |
Issuance of common stock for services (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 162,500 | 180,000 | 300,000 | 300,000 | ' | ' | ' | ' | ' |
Issuance of common stock in connection with financing costs (shares) | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, shares authorized | ' | 100,000,000 | 100,000,000 | ' | ' | 100,000,000 | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, interest rate | ' | 10.00% | ' | ' | ' | 10.00% | ' | ' | ' | ' | 9.00% | 9.00% | 9.00% | ' | 9.00% | 8.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' |
Restricted shares granted to agent | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | 750,000 | 1,825,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | ' | $34,200 | ' | ' | ' | ' | ' | ' | $69,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $65,678 | $55,774 | ' | ' | ' |
Stock-based compensation expense | ' | 357,969 | ' | ' | 1,547,237 | 2,026,682 | 1,732,301 | ' | ' | ' | ' | ' | ' | 315,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 730,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate fair value of stock options | ' | ' | 678,000 | 94,162 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 37,977,607 | ' | ' | ' | 37,977,607 | ' | 34,843,441 | ' | ' | ' | ' | ' | 382,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award options exercise price | ' | $0.17 | ' | ' | ' | $0.17 | ' | $0.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.21 | $0.21 | ' | ' | ' |
Share based compensation arrangement by share based payment award options fair value | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 150,000 | ' | ' | ' |
Stock issued during period, value, issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $87,750 | $97,200 | ' | ' | ' | ' | ' | ' | ' |
Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | 29.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 0.64% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Stock_Options_Un
Fair Value of Stock Options Under Black Scholes Option Pricing Model Based on Closing Stock Price on Date of Grant (Detail) (Stock option, USD $) | 3 Months Ended | ||
Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Exercise Price | $0.47 | $0.00 | $0.41 |
Expected term (in years) | '6 years | '3 years | '4 years 7 months 2 days |
Volatility | 67.20% | 29.70% | 26.00% |
Dividend rate | 0.00% | 0.00% | 0.00% |
Interest rate | 1.40% | 0.60% | 0.50% |
Mr. Mark Meyers | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term (in years) | ' | '3 years | '3 years |
Volatility | ' | 29.70% | 17.40% |
Dividend rate | ' | 0.00% | 0.00% |
Interest rate | ' | 0.50% | 0.82% |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Shares | ' | ' |
Beginning balance | 5,300,000 | ' |
Granted | 2,935,000 | ' |
Cancelled | -1,000,000 | ' |
Exercised | 0 | ' |
Expired | 0 | ' |
Forfeited | 0 | ' |
Ending balance | 7,235,000 | 5,300,000 |
Vested and exercisable | 5,581,474 | ' |
Weighted Average Per Share Exercise Price | ' | ' |
Beginning balance | $0.18 | ' |
Granted | $0.18 | ' |
Cancelled | $0.21 | ' |
Exercised | $0 | ' |
Expired | $0 | ' |
Forfeited | $0 | ' |
Ending balance | $0.17 | $0.18 |
Vested and exercisable | $0.17 | ' |
Weighted Average Remaining Life (Years) | ' | ' |
Balance | '9 years 3 months 18 days | '9 years 1 month 6 days |
Granted | '9 years 7 months 6 days | ' |
Cancelled | '8 years 10 months 24 days | ' |
Exercised | '0 years | ' |
Expired | '0 years | ' |
Forfeited | '0 years | ' |
Vested and exercisable | '9 years 3 months 18 days | ' |
Aggregate Intrinsic Value | ' | ' |
Beginning Balance | $0 | ' |
Granted | 0 | ' |
Exercised | 0 | ' |
Expired | 0 | ' |
Forfeited | 0 | ' |
Ending balance | 0 | 0 |
Vested and exercisable | $0 | ' |
Summary_of_Restricted_Stock_Aw
Summary of Restricted Stock Award (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items] | ' | ' |
Shares,Balance, January 31, 2013 | 3,690,000 | ' |
Shares,Granted | 62,000 | ' |
Shares,Released | 0 | ' |
Shares,Balance, October 31, 2013 | 3,752,000 | 3,690,000 |
Balance, Weighted Average Remaining Life (Years) | '1 year 3 months 18 days | '1 year 10 months 24 days |
Balance, Weighted Average Remaining Life,Granted | '1 year 8 months 12 days | ' |
Aggregate Intrinsic Value,Balance, January 31, 2013 | $36,900 | ' |
Aggregate Intrinsic Value,Granted | 620 | ' |
Aggregate Intrinsic Value,Balance, October 31, 2013 | $37,520 | $36,900 |
Weighted Average Fair Value,Balance, January 31, 2013 | $0.01 | ' |
Weighted Average Fair Value,Granted | $0.01 | ' |
Weighted Average Fair Value,Balance, October 31, 2013 | $0.01 | $0.01 |
Total_Unrecognized_Compensatio
Total Unrecognized Compensation Costs Related to Non-Vested Stock-Based Compensation Arrangements (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Common stock options | ' |
Employee Service Share -Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized [Line Items] | ' |
Unrecognized compensation cost | $134,122 |
Weighted Average Remaining Life (Years) | '10 months 24 days |
ACO Plan restricted stock | ' |
Employee Service Share -Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized [Line Items] | ' |
Unrecognized compensation cost | $15,736 |
Weighted Average Remaining Life (Years) | '1 year 3 months 18 days |
Summary_of_StockBased_Compensa
Summary of Stock-Based Compensation Expense Related to Common Stock and Common Stock Option Awards (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $357,969 | $1,547,237 | $2,026,682 | $1,732,301 |
Cost of services | ' | ' | ' | ' |
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 73,767 | 440,075 | 550,925 | 452,584 |
General and administrative | ' | ' | ' | ' |
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $284,203 | $1,107,162 | $1,475,757 | $1,279,717 |
Warrants_Outstanding_Detail
Warrants Outstanding (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' |
Aggregate Intrinsic Value , Warrants Outstanding, Beginning Balance | $0 |
Aggregate Intrinsic Value, Warrants Granted | 0 |
Aggregate Intrinsic Value, Warrants Exercised | 0 |
Aggregate intrinsic value, Warrants, Cancelled | 0 |
Aggregate Intrinsic Value, Warrants Outstanding, Ending Balance | $0 |
Number Of warrants Outstanding, Beginning Balance | 2,936,000 |
Number Of warrants Granted | 209,000 |
Number Of warrants Exercised | 0 |
Number Of warrants Cancelled | 0 |
Number Of warrants Outstanding, Ending Balance | 3,145,000 |
Warrants_Detail
Warrants (Detail) | 9 Months Ended |
Oct. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding | 3,145,000 |
Weighted average remaining contractual life | '3 years 3 months 14 days |
Warrants exercisable | 3,145,000 |
Weighted average exercise price | 0.2882 |
Warrant Exercise Price Range One 0.11485 | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise Price | 0.11485 |
Warrants outstanding | 1,250,000 |
Weighted average remaining contractual life | '2 years 9 months |
Warrants exercisable | 1,250,000 |
Weighted average exercise price | 0.1149 |
Expiration date | 31-Jul-16 |
Warrant Exercise Price Range Two 0.11485 | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise Price | 0.11485 |
Warrants outstanding | 250,000 |
Weighted average remaining contractual life | '2 years 9 months |
Warrants exercisable | 250,000 |
Weighted average exercise price | 0.1149 |
Expiration date | 31-Jul-16 |
Warrant Exercise Price Range Three 0.45000 | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise Price | 0.45 |
Warrants outstanding | 500,000 |
Weighted average remaining contractual life | '2 years 9 months |
Warrants exercisable | 500,000 |
Weighted average exercise price | 0.45 |
Expiration date | 31-Jul-16 |
Warrant Exercise Price Range Four 0.50000 | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise Price | 0.5 |
Warrants outstanding | 100,000 |
Weighted average remaining contractual life | '3 years 11 months 26 days |
Warrants exercisable | 100,000 |
Weighted average exercise price | 0.5 |
Expiration date | 28-Oct-17 |
Warrant Exercise Price Range Five 0.45000 | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise Price | 0.45 |
Warrants outstanding | 825,000 |
Weighted average remaining contractual life | '4 years 3 months |
Warrants exercisable | 825,000 |
Weighted average exercise price | 0.45 |
Expiration date | 30-Jan-18 |
Warrant Exercise Price Range Six 0.40000 | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise Price | 0.4 |
Warrants outstanding | 220,000 |
Weighted average remaining contractual life | '4 years 3 months |
Warrants exercisable | 220,000 |
Weighted average exercise price | 0.4 |
Expiration date | 31-Jan-18 |
Amount_of_Shares_of_Common_Sto
Amount of Shares of Common Stock Reserved (Detail) | 9 Months Ended | |
Oct. 31, 2013 | Jan. 31, 2013 | |
Stock Option Outstanding [Line Items] | ' | ' |
Common stock issued and outstanding | 37,977,607 | ' |
Warrants outstanding | 3,145,000 | 2,936,000 |
Stock options outstanding | 7,235,000 | 5,300,000 |
Remaining shares issuable under 2013 Equity Incentive Plan | 2,410,000 | ' |
Conversion of Notes | 65,001,368 | ' |
Conversion of 10% Notes | ' | ' |
Stock Option Outstanding [Line Items] | ' | ' |
Conversion of Notes | 10,883,761 | ' |
Conversion of 8% Notes | ' | ' |
Stock Option Outstanding [Line Items] | ' | ' |
Conversion of Notes | 600,000 | ' |
Conversion of 9% Notes | ' | ' |
Stock Option Outstanding [Line Items] | ' | ' |
Conversion of Notes | 2,750,000 | ' |