Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Jul. 08, 2015 | Sep. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AMEH | ||
Entity Common Stock, Shares Outstanding | 4,863,389 | ||
Entity Registrant Name | Apollo Medical Holdings, Inc. | ||
Entity Central Index Key | 1,083,446 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 13,916,424 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
ASSETS | |||
Cash and cash equivalents | $ 5,014,242 | $ 6,831,478 | $ 1,451,407 |
Accounts receivable, net | 3,801,584 | 1,508,461 | 1,509,589 |
Other receivables | 208,288 | 0 | 0 |
Due from Affiliates | 36,397 | 24,041 | 1,599 |
Prepaid expenses | 278,922 | 42,200 | 53,543 |
Deferred financing costs, net, current | 513,646 | 0 | 97,806 |
Total current assets | 9,853,079 | 8,406,180 | 3,113,944 |
Deferred financing costs, net, non-current | 264,708 | 366,286 | 144,345 |
Property and equipment, net | 582,470 | 94,948 | 85,685 |
Restricted cash | 530,000 | 20,000 | 20,000 |
Intangible assets, net | 1,377,257 | 59,627 | 62,427 |
Goodwill | 2,168,833 | 494,700 | 494,700 |
Other assets | 218,716 | 41,636 | 38,681 |
TOTAL ASSETS | 14,995,063 | 9,483,377 | 3,959,782 |
CURRENT LIABILITIES | |||
Accounts payable and accrued liabilities | 3,352,204 | 1,442,086 | 1,087,660 |
Medical liabilities | 1,260,549 | 552,561 | 285,625 |
Notes and lines of credit payable, net of discount, current portion | 327,141 | 322,230 | 3,178,693 |
Convertible notes payable, net of discount, current portion | 1,037,818 | 0 | 0 |
Total current liabilities | 5,977,712 | 2,316,877 | 4,551,978 |
Notes and lines of credit payable, net of discount, non-current portion | 6,234,721 | 5,467,099 | 0 |
Convertible notes payable, net of discount, non-current portion | 1,457,103 | 962,978 | 1,100,522 |
Warrant liability | 2,144,496 | 2,354,624 | 0 |
Deferred tax liability | 171,215 | 4,954 | 0 |
Total liabilities | $ 15,985,247 | $ 11,106,532 | $ 5,652,500 |
COMMITMENTS, CONTINGENCIES and SUBSEQUENT EVENTS (Notes 10 and 11 ) | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued | $ 0 | $ 0 | $ 0 |
Common Stock, par value $0.001; 100,000,000 shares authorized, 4,863,389, 4,913,455 and 4,695,247 shares issued and outstanding as of March 31, 2015, March 31, 2014 and January 31, 2014, respectively | 4,863 | 4,913 | 4,695 |
Additional paid-in-capital | 16,517,985 | 15,127,587 | 14,147,634 |
Accumulated deficit | (19,340,521) | (17,537,920) | (16,771,478) |
Stockholders' deficit attributable to Apollo Medical Holdings, Inc. | (2,817,673) | (2,405,420) | (2,619,149) |
Non-controlling interests | 1,827,489 | 782,265 | 926,431 |
Total stockholders' deficit | (990,184) | (1,623,155) | (1,692,718) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 14,995,063 | $ 9,483,377 | $ 3,959,782 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 4,863,389 | 4,913,455 | 4,695,247 |
Common Stock, shares outstanding | 4,863,389 | 4,913,455 | 4,695,247 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Revenues: | |||
Net revenues | $ 2,336,522 | $ 32,989,742 | $ 10,484,305 |
Costs and expenses | |||
Cost of services | 2,050,913 | 22,067,421 | 9,076,213 |
General and administrative | 826,870 | 11,282,221 | 5,286,610 |
Depreciation and amortization | 5,765 | 334,434 | 31,361 |
Total costs and expenses | 2,883,548 | 33,684,076 | 14,394,184 |
Loss from operations | (547,026) | (694,334) | (3,909,879) |
Other (expense) income | |||
Interest expense | (184,578) | (1,326,407) | (679,184) |
Gain on change in fair value of warrant and conversion feature liabilities | 0 | 833,545 | 0 |
Other | 28,816 | 3,031 | 49,702 |
Total other expense | (155,762) | (489,831) | (629,482) |
Loss before provision for income taxes | (702,788) | (1,184,165) | (4,539,361) |
Provision for income taxes | 7,820 | 163,792 | 19,513 |
Net loss | (710,608) | (1,347,957) | (4,558,874) |
Net income attributable to noncontrolling interests | (55,834) | (454,644) | (461,424) |
Net loss attributable to Apollo Medical Holdings, Inc. | $ (766,442) | $ (1,802,601) | $ (5,020,298) |
NET LOSS PER SHARE: | |||
BASIC AND DILUTED | $ (0.16) | $ (0.37) | $ (1.37) |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: | |||
BASIC AND DILUTED | 4,717,521 | 4,891,652 | 3,666,165 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Shares | Additional paid-in capital | Accumulated Deficit | Non-controlling Interests |
Balance at Jan. 31, 2013 | $ (391,379) | $ 3,484 | $ 10,663,912 | $ (11,751,180) | $ 692,405 |
Balance (in shares) at Jan. 31, 2013 | 3,484,344 | ||||
Net income (loss) | (4,558,874) | $ 0 | 0 | (5,020,298) | 461,424 |
Issuance of warrants | 50,936 | 0 | 50,936 | 0 | 0 |
Issuance of common stock for loan fees | 45,000 | $ 10 | 44,990 | 0 | 0 |
Issuance of common stock for loan fees (in shares) | 10,000 | ||||
Issuance of stock for stock-based compensation | 730,975 | $ 137 | 718,236 | 0 | 12,602 |
Issuance of stock for stock-based compensation (in shares) | 137,167 | ||||
Unvested stock-based compensation | 333,838 | $ 0 | 333,838 | 0 | 0 |
Issuance of stock options for stock-based compensation | 1,252,378 | 0 | 1,252,378 | 0 | 0 |
Shares issued in connection with private placement offering | 730,000 | $ 183 | 729,817 | 0 | 0 |
Shares issued in connection with private placement offering (in shares) | 182,500 | ||||
Shares issued in connection with convertible notes redemption | 864,298 | $ 881 | 863,417 | 0 | 0 |
Shares issued in connection with convertible notes redemption (in shares) | 881,236 | ||||
Fair value of embedded conversion feature reacquired in connection with convertible notes redemption | (509,890) | $ 0 | (509,890) | 0 | 0 |
Distributions to non-controlling interest shareholder | (240,000) | 0 | 0 | 0 | (240,000) |
Issuance of membership interest in subsidiary | 0 | ||||
Pre-acquisition net equity of non-controlling interest in variable interest entity | 0 | ||||
Balance at Jan. 31, 2014 | (1,692,718) | $ 4,695 | 14,147,634 | (16,771,478) | 926,431 |
Balance (in shares) at Jan. 31, 2014 | 4,695,247 | ||||
Net income (loss) | (710,608) | $ 0 | 0 | (766,442) | 55,834 |
Shares issued in NNA financing | 868,236 | $ 200 | 868,036 | 0 | 0 |
Shares issued in NNA financing (in shares) | 200,000 | ||||
8% notes share conversion | 51,748 | $ 18 | 51,730 | 0 | 0 |
8% notes share conversion (in shares) | 18,208 | ||||
Distributions to non-controlling interest shareholder | (200,000) | $ 0 | 0 | 0 | (200,000) |
Issuance of membership interest in subsidiary | 0 | ||||
Stock-based compensation expense | 60,187 | 0 | 60,187 | 0 | 0 |
Pre-acquisition net equity of non-controlling interest in variable interest entity | 0 | ||||
Balance at Mar. 31, 2014 | (1,623,155) | $ 4,913 | 15,127,587 | (17,537,920) | 782,265 |
Balance (in shares) at Mar. 31, 2014 | 4,913,455 | ||||
Net income (loss) | (1,347,957) | (1,802,601) | 454,644 | ||
Issuance of warrants | 132,000 | 132,000 | |||
Contributions by non-controlling interest | 725,278 | 725,278 | |||
Distributions to non-controlling interest shareholder | (600,000) | (600,000) | |||
Issuance of membership interest in subsidiary | 274,148 | 274,148 | |||
Stock-based compensation expense | 1,258,848 | 1,258,848 | |||
Pre-acquisition net equity of non-controlling interest in variable interest entity | 191,154 | 191,154 | |||
Repurchase of common stock | (500) | $ (50) | (450) | 0 | 0 |
Repurchase of common stock (in shares) | (50,050) | ||||
Partial shares paid out in connection with 1 for 10 reverse stock split | 0 | $ 0 | 0 | 0 | 0 |
Partial shares paid out in connection with 1 for 10 reverse stock split (in shares) | (16) | ||||
Balance at Mar. 31, 2015 | $ (990,184) | $ 4,863 | $ 16,517,985 | $ (19,340,521) | $ 1,827,489 |
Balance (in shares) at Mar. 31, 2015 | 4,863,389 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (710,608) | $ (1,347,957) | $ (4,558,874) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Provision for doubtful accounts | 0 | 64,811 | 0 |
Depreciation and amortization expense | 5,765 | 334,434 | 31,361 |
Gain on extinguishment of debt | (23,000) | 0 | (24,783) |
Gain on sale of marketable securities | 0 | (49,791) | 0 |
Deferred income taxes | 4,954 | (51,922) | 0 |
Stock-based compensation expense | 60,187 | 1,258,848 | 2,157,857 |
Amortization of financing costs | 25,965 | 121,578 | 255,396 |
Amortization of debt discount | 19,406 | 400,394 | 136,751 |
Change in fair value of warrant and conversion feature liability | 0 | (833,545) | 0 |
Changes in assets and liabilities: | |||
Accounts receivable | 1,128 | (912,205) | 72,916 |
Other receivable | 0 | (188,236) | 0 |
Due from affiliates | (22,442) | 55,358 | 4,049 |
Prepaid expenses and advances | 11,342 | (118,054) | 19,084 |
Other assets | (2,952) | (106,510) | (27,700) |
Accounts payable and accrued liabilities | 621,360 | 851,277 | 455,738 |
Medical liabilities | 0 | 249,610 | 0 |
Net cash used in operating activities | (8,895) | (271,910) | (1,478,205) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisitions, net of $660,893 of cash and cash equivalents acquired during the year ended March 31, 2015 | 0 | (3,356,145) | (250,000) |
Increase in cash on consolidation of variable interest entity | 0 | 271,395 | 0 |
Proceeds from sale of marketable securities | 0 | 438,884 | 0 |
Property and equipment acquired | (12,228) | (44,509) | (22,931) |
Increase in restricted cash | 0 | (510,000) | 0 |
Net cash used in investing activities | (12,228) | (3,200,375) | (272,931) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of convertible note payable | 0 | 2,000,000 | 220,000 |
Proceeds from line of credit | 7,000,000 | 1,000,000 | 2,811,878 |
Proceeds from issuance of common stock | 2,000,000 | 0 | 730,000 |
Principal payments on notes payable | 0 | (936,083) | (530,000) |
Payment of line of credit payable | (2,811,878) | 0 | 0 |
Payment of medical clinic acquisition notes payable | (256,000) | 0 | 0 |
Payments in connection with convertible note redemption | (98,252) | 0 | (707,911) |
Contributions by non-controlling interest | 0 | 725,278 | 0 |
Distributions to non-controlling interest shareholder | (200,000) | (600,000) | (240,000) |
Debt issuance costs | (232,676) | (533,646) | (258,151) |
Repurchase of common stock | 0 | (500) | 0 |
Net cash provided by financing activities | 5,401,194 | 1,655,049 | 2,025,816 |
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS | 5,380,071 | (1,817,236) | 274,680 |
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,451,407 | 6,831,478 | 1,176,727 |
CASH & CASH EQUIVALENTS, END OF PERIOD | 6,831,478 | 5,014,242 | 1,451,407 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION | |||
Interest paid | 84,720 | 768,845 | 247,465 |
Income taxes paid | 3,824 | 32,197 | 19,513 |
Non-Cash Financing Activities: | |||
Convertible note warrant | 0 | 487,620 | 50,936 |
Convertible note conversion feature | 0 | 578,155 | 0 |
Acquisition related warrant consideration | 0 | 132,000 | 0 |
Acquisition related consideration fair value of units issued by consolidated subsidiary | 0 | 274,148 | 0 |
Acquisition related deferred tax liability | 0 | 218,183 | 0 |
Pre-acquisition net equity of non-controlling interest in variable interest entity | 0 | 191,154 | 0 |
NNA term loan discount | 1,254,363 | 0 | 0 |
Shares issued in connection with convertible notes redemption | 51,748 | 0 | 864,298 |
Fair value of warrant liabilities | 2,354,624 | 0 | 0 |
NNA shares issuance discount | 1,100,261 | 0 | 0 |
Shares issuable and issued for deferred financing costs | 0 | 0 | 45,000 |
Notes payable issued in connection with medical clinic acquisitions | 0 | 0 | 299,900 |
Settlement of stock issuable liability with issuance of shares | 0 | 0 | 159,334 |
Fair value of embedded conversion feature reacquired in connection with convertible notes redemption | $ 0 | $ 0 | $ 509,890 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Acquisitions, net of cash acquired | $ 660,893 | $ 660,893 | $ 660,893 |
Description of Business
Description of Business | 12 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Apollo Medical Holdings, Inc. (the “Company” or “ApolloMed”) and its affiliated physician groups are a patient-centered, physician-centric integrated healthcare delivery company working to provide coordinated, outcomes-based medical care in a cost-effective manner. ApolloMed has built a company and culture that is focused on physicians providing high quality care, population management and care coordination for patients, particularly for senior patients and patients with multiple chronic conditions. ApolloMed serves Medicare, Medicaid and HMO patients and uninsured patients primarily in California, as well as in Mississippi and Ohio (where our ACO has recently begun operations). We primarily provide services to patients that are covered by private or public insurance, although we do derive a small portion of our revenue from non-insured patients. We provide care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans. ApolloMed’s physician network consists of hospitalists, primary care physicians and specialist physicians primarily through ApolloMed’s owned and affiliated physician groups. ApolloMed operates through the following subsidiaries: Apollo Medical Management, Inc. (“AMM”), Pulmonary Critical Care Management, Inc. (“PCCM”), Verdugo Medical Management, Inc. (“VMM”), and ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”). Through its wholly-owned subsidiary, AMM, ApolloMed manages affiliated medical groups, which consist of ApolloMed Hospitalists (“AMH”), a hospitalist company, ApolloMed Care Clinic (“ACC”), Maverick Medical Group, Inc. (“MMG”), AKM Medical Group, Inc. (“AKM”), Southern California Heart Centers (“SCHC”) and Bay Area Hospitalist Associates, A Medical Corporation (BAHA). Through its wholly-owned subsidiary, PCCM, ApolloMed manages Los Angeles Lung Center (“LALC”), and through its wholly-owned subsidiary VMM, ApolloMed manages Eli Hendel, M.D., Inc. (“Hendel”). ApolloMed also has a controlling interest in ApolloMed Palliative Services, LLC (“ApolloMed Palliative”), which owns two Los Angeles-based companies, Best Choice Hospice Care LLC (“BCHC”) and Holistic Health Home Health Care Inc. (“HCHHA”). AMM, PCCM and VMM each operate as a physician practice management company and are in the business of providing management services to physician practice corporations under long-term management service agreements, pursuant to which AMM, PCCM or VMM, as applicable, manages all non-medical services for the affiliated medical group and has exclusive authority over all non-medical decision making related to ongoing business operations. ApolloMed ACO 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. ApolloMed ACO participates in the MSSP, the goal of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. Liquidity and Capital Resources The Company has a history of operating losses and as of March 31, 2015 has an accumulated deficit of $ 19,340,521 271,910 The primary sources of liquidity as of March 31, 2015 include cash on hand of $ 5,014,242 380,000 Change in Fiscal Year On May 16, 2014, the Board of Directors of the Company approved a change to the Company's fiscal year end from January 31 to March 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s consolidated financial statements include the accounts of (1) Apollo Medical Holdings, Inc. and its wholly owned subsidiaries AMM, PCCM, and VMM, (2) the Company’s controlling interest in ApolloMed ACO, and ApolloMed Palliative, a newly formed entity which provides home health and hospice medical services and owns BCHC and HCHHA and in which a non-controlling interest in ApolloMed Palliative contributed $ 586,111 10 20 On February 17, 2015, AMM entered into a management services agreement with BAHA. BAHA was determined to be a variable interest entity and AMM the primary beneficiary. The financial statements of BAHA have been consolidated as a variable interest entity with those of the Company from February 17, 2015. Through the management agreements and the Company’s relationship with the stockholders of the PPCs, the Company has exclusive authority over all non-medical decision making related to the ongoing business operations of the PPCs. Consequently, the Company consolidates the revenue and expenses of each PPC from the date of execution of the applicable management agreement. All intercompany balances and transactions have been eliminated in consolidation. The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value (with limited exceptions), to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination. Reportable Segments The Company operates as one reportable segment, the healthcare delivery segment, and implements and operates innovative health care models to create a patient-centered, physician-centric experience. The Company reports its consolidated financial statements in the aggregate, including all activities in one reportable segment. Revenue Recognition Revenue consists of contracted, fee-for-service, and capitation revenue. Revenue is recorded in the period in which services are rendered. 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 the Company’s billing arrangements and how net revenue is recognized for each. Contracted revenue Contracted revenue represents revenue generated under contracts for which the Company provides 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 the Company’s staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where the Company 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, the Company derives a portion of the Company’s revenue as a contractual bonus from collections received by the Company’s 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 Fee-for-service revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the fee-for-service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payors. 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 payor 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 the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. Capitation revenue Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted health maintenance organizations (each, an “HMO”) finalizing of monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a provider service agreement (“PSA”) or capitated arrangements directly made with various managed care providers including HMO’s and management service organizations (“MSOs”). Capitation revenue under the PSA and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby the Company can earn additional incentive revenue or incur penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk sharing surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following fiscal year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. These incentives, which are included in other revenues, are generally recorded in the third and fourth quarters of the fiscal year and are recorded when such amounts are known. Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides hospital, medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). Under the risk pool sharing agreement, the affiliated hospital and medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is allocated a percentage of the profit or loss, after deductions for costs to affiliated hospitals. The Company participates in full risk programs under the terms of the PSA, with health plans whereby the Company is wholly liable for the deficits allocated to the medical group under the arrangement. The related liability is included in medical liabilities in the accompanying consolidated balance sheets at March 31, 2015, March 31, 2014 and January 31, 2014 (see "Medical Liabilities" in this Note 2, below). Medicare Shared Savings Program Revenue The Company through its subsidiary, ApolloMed ACO, participates in the 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 annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ CMS benchmark. The MSSP is a newly formed program with limited 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 notice from CMS that cash payments are to be imminently received. During the second quarter of 2014, CMS announced that ApolloMed ACO generated $ 10.98 5.38 Cash and cash equivalents consists of highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents. Restricted cash primarily consists of cash held as collateral to secure standby letters of credits as required by certain contracts. The certificates have an interest rate of 0.15 Under FASB ASC 350, Intangibles Goodwill and Other At least annually, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. The fair value is evaluated based on market capitalization determined using average share prices within a reasonable period of time near the selected testing date (i.e., fiscal year-end). At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs, insurance companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyses the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. Year Ended Two Months Year Medicare/Medi-Cal 34.8 % 14.3 % 17.8 % L.A Care 13.2 % 12.1 % * Healthnet 12.3 % * * Hollywood Presbyterian * 11.8 % 15.9 % California Hospital * 11.6 % 13.9 % March 31, March 31, January 31, Medicare/Medi-Cal 22.1 % 21.7 % 31.5 % * Represents less than 10% Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Cost and related accumulated depreciation on assets retired or disposed of are removed from the accounts and any resulting gains or losses are credited or charged to income. Computers and software are depreciated over 3 8 5 March 31, 2015 March 31, 2014 January 31, Website $ 4,568 $ 4,568 $ 4,568 Computers 125,478 40,397 31,010 Software 165,439 165,439 165,439 Machinery and equipment 355,988 143,920 143,920 Furniture and fixtures 88,939 37,394 43,366 Leasehold improvements 402,035 56,144 49,780 1,142,447 447,862 438,083 Less accumulated depreciation and amortization (559,977) (352,914) (352,398) $ 582,470 $ 94,948 $ 85,685 Depreciation and amortization expense was $ 207,063 516 25,388 The Company is responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees under risk-pool arrangements. The Company provides integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements, company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical personnel, are also recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense. An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates of incurred but not reported claims (“IBNR”). Such estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation. The Company has a $ 20,000 Year Ended Two Year Ended Balance, beginning of period $ 552,561 $ 285,625 $ - Incurred health care costs: Current year 4,211,231 167,000 288,601 Acquired medical liabilities (see Note 4 ) 458,378 - - Claims paid: Current year (3,245,283) - (2,976) Prior years (90,367) - - Total claims paid (3,335,650) - (2,976) Risk pool settlement (384,869) - - Accrual for net deficit from full risk capitation contracts 544,041 99,936 - Adjustments (785,143) - - Balance, end of period $ 1,260,549 $ 552,561 $ 285,625 Deferred Financing Costs Costs relating to debt issuance have been deferred and are amortized over the lives of the respective loans, using the effective interest method (see Note 6). At March 31, 2015, there is approximately $ 514,000 Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, changes in the recognition of tax positions and any changes in the valuation allowance caused by a change in judgment about the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements. The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note 9. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for expected forfeitures. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but not obligation) of repurchase feature that lapses based on performance of services in the future. The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50 Equity-Based Payments to Non-Employees Fair Value of Financial Instruments The Company’s 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 fair values of the Company’s financial instruments are measured on a recurring basis. The carrying amount reported in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of the short-term maturity of those instruments. The carrying amount for borrowings under the NNA Term Loan and the Convertible Notes approximates fair value which is determined by using interest rates that are available for similar debt obligations with similar terms at the balance sheet date. Warrant liability The fair value of the warrant liability of $ 2,144,496 6.0 1.53 57.4 5.00 100 2,354,624 7 2.31 71.4 4.50 50 Conversion feature liability The fair value of the $ 442,358 4.0 1.1 47.6 5.00 100 8 10.00 March 31, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 2,144,496 $ 2,144,496 Conversion feature liability - - 442,358 442,358 $ - $ - $ 2,586,854 $ 2,586,854 March 31, 2014 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 2,354,624 $ 2,354,624 Warrant Liability Conversion Feature Total Balance at February 1, 2014 $ - $ - $ - Liability incurred (Note 7) 2,354,624 - 2,354,624 Balance at March 31, 2014 $ 2,354,624 - 2,354,624 Liability incurred (Note 7) 487,620 578,155 1,065,775 Gain on change in fair value of warrant and conversion feature liability (697,748) (135,797) (833,545) Balance at March 31, 2015 $ 2,144,496 $ 442,358 $ 2,586,854 The change in fair value of the warrant and conversion feature liability of $ 833,545 for the year ended March 31, 2015 The non-controlling interests recorded in the Company’s consolidated financial statements includes the pre-acquisition equity of those PPC’s in which the Company has determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities owned by third-party physicians. The nature of these contracts provide the Company with a monthly management fee to provide the services described above, and as such, the adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or distributions by the non-controlling parties as well as income or losses attributable to certain non-controlling interests. Non-controlling interests also represent third-party minority equity ownership interests which are majority owned by the Company. Basic net income (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 income (loss) by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net income (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. Year Ended March 31, Two Months Ended Year Ended Options 412,387 434,430 514,651 Warrants 119,430 143,550 156,202 Convertible Notes 50,431 - - 582,248 577,980 670,853 In May 2014, the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and created a new Topic ASC 606, “ Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB amended the FASB Accounting Standards Codification and amended Subtopic 205-40, “Presentation of Financial Statements Going Concern ” In November 2014, the FASB issued ASU No. 2014-17, Business Combinations: Pushdown Accounting In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis In April 2015, the FASB) issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30) The preparation of financial statements in conformity with U.S. 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. Actual results may materially differ from these estimates under different assumptions or conditions. Certain reclassifications have been made to the accompanying January 31, 2014 consolidated financial statements to conform them to March 31, 2014 and March 31, 2015 presentation. The reclassification is between deferred taxes and accounts payable and accrued liabilities for $ 4,954 20,000 |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisitions Apollo Palliative Services LLC and Affiliates Acquisitions On October 27, 2014, AMM made an initial capital contribution of $ 613,889 51% of the membership interests 15,000 Best Choice Hospice Care LLC Subject to the terms and conditions of that certain Membership Interest Purchase Agreement (the “BCHC Agreement”), dated October 27, 2014, by and among ApolloMed Palliative, the Company, the members of BCHC, and BCHC, ApolloMed Palliative agreed to purchase all of the remaining membership interests in BCHC for $900,000 in cash and $ 230,862 145,000 400,000 100,000 As of March 31, 2015, $ 109,848 The Company 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. The value of the 16% equity interest in APS of $230,862 was determined by aggregating the fair value of BCHC and HCHHA “refer below” which are the only assets in APS and applying the 16% ownership interest in APS to the aggregated amount. Cash consideration $ 900,000 Fair value of equity consideration 230,862 Working capital adjustment (106,522) $ 1,024,340 Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended March 31, 2015 were approximately $ 110,000 Cash and cash equivalents $ 77,020 Accounts receivable 253,193 Prepaid expenses and other current assets 467 Property and equipment 7,130 Identifiable intangible assets 532,000 Goodwill 398,467 Total assets acquired 1,268,277 Accounts payable and accrued liabilities 243,937 Total liabilities assumed 243,937 Net assets acquired $ 1,024,340 Life Additions Medicare license Indefinite $ 462,000 Trade name 5 51,000 Non-compete agreements 5 19,000 532,000 The fair value of the Medicare license was determined based on the present value of a five year projected opportunity cost of not being able to operate with a Medicare license using a discount rate of 13 1 Holistic Health Home Health Care Inc. Subject to the terms and conditions of that certain Stock Purchase Agreement (the “HCHHA Agreement”), dated October 27, 2014, by and among ApolloMed Palliative, the sole shareholder of HCHHA, and HCHHA, ApolloMed Palliative agreed to purchase all of the remaining shares of HCHHA for $ 300,000 43,286 50,000 150,000 75,000 As of March 31, 2015, $ 41,245 The Company 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. The value of the 3% equity interest in APS of $43,286 was determined by aggregating the fair value of BCHC and HCHHA which are the only assets in APS and applying the 3% ownership interest in APS to the aggregated amount. Cash consideration $ 300,000 Fair value of equity consideration 43,286 Working capital adjustment (21,972) $ 321,314 Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended March 31, 2015 were approximately $ 16,000 Cash and cash equivalents $ (37,087) Accounts receivable 149,599 Property and equipment 3,035 Identifiable intangible assets 284,000 Goodwill 268,989 Total assets acquired 668,536 Accounts payable and accrued liabilities 232,570 Deferred tax liability 114,652 Total liabilities assumed 347,222 Net assets acquired 321,314 Life Additions Medicare license Indefinite $ 242,000 Trade name 5 38,000 Non-compete agreements 5 4,000 $ 284,000 The fair value of the Medicare license was determined based on the present value of a five year projected opportunity cost of not being able to operate with a Medicare License using a discount rate of 16.0 1 SCHC On July 22, 2014, pursuant to a Stock Purchase Agreement dated as of July 21, 2014 (the “Purchase Agreement”) by and among the SCHC, a Medical Corporation that provides professional medical services in Los Angeles County, California, the shareholders of SCHC (the “Sellers”) and a Company affiliate, SCHC Acquisition, A Medical Corporation (the “Affiliate”), solely owned by Dr. Warren Hosseinion as physician shareholder and the Chief Executive Officer of the Company, the Affiliate acquired all of the outstanding shares of capital stock of SCHC from the Sellers. The purchase price for the shares was (i) $2,000,000 in cash, (ii) $428,391 to pay off and discharge certain indebtedness of SCHC (iii) warrants to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $10.00 per share and (iv) a contingent amount of up to $1,000,000 payable, if at all, in cash In connection with the acquisition of SCHC, AMM entered into a management services agreement with the Affiliate on July 21, 2014. As a result of the Affiliate’s merger with and into SCHC, SCHC is now the counterparty to this management services agreement and bound by its terms. Pursuant to the management services agreement, AMM will manage all non-medical services for SCHC, will have exclusive authority over all non-medical decision making related to the ongoing business operations of SCHC, and is the primary beneficiary of SCHC, and the financial statements of SCHC will be consolidated as a variable interest entity with those of the Company from July 21, 2014. The Company 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. Cash consideration $ 2,428,391 Fair value of warrant consideration 132,000 $ 2,560,391 The fair value of the warrant consideration of $ 132,000 5.40 1.00 4 54 1.35 A contingent payment obligation of $ 1,000,000 375,000 125,000 Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended March 31, 2015 were approximately $ 124,000 Cash and cash equivalents $ 264,601 Accounts receivable 750,433 Receivable from affiliate 67,714 Prepaid expenses and other current assets 82,430 Property and equipment 607,315 Identifiable intangible assets 416,000 Goodwill 922,734 Other assets 66,762 Total assets acquired 3,177,989 Accounts payable and accrued liabilities 134,426 Note payable to financial institution 463,582 Deferred tax liability 19,590 Total liabilities assumed 617,598 Net assets acquired $ 2,560,391 Life Additions Network relationships 5 $ 220,000 Trade name 5 102,000 Non-compete agreements 3 94,000 $ 416,000 The network relationships were valued using the multi-period excess earnings method based on projected revenue and earnings over a 5 1 AKM In May 2014, AMM entered into a management services agreement with AKM Acquisition Corp, Inc. (“AKMA”), a newly-formed provider of physician services and an affiliate of the Company owned by Dr. Warren Hosseinion as a physician shareholder, to manage all non-medical services for AKMA. AMM has exclusive authority over all non-medical decision making related to the ongoing business operations of AKMA and is the primary beneficiary; consequently, AMM consolidated the revenue and expenses of AKMA from the date of execution of the management services agreements. On May 30, 2014, AKMA entered into a stock purchase agreement (the “AKM Purchase Agreement”) with the shareholders of AKM Medical Group, Inc. (“AKM”), a Los Angeles, CA-based independent practice association. Immediately following the closing, AKMA merged with and into AKM, with AKM being the surviving entity and assuming the rights and obligations under the management services agreement. Under the AKM Purchase Agreement all of the issued and outstanding shares of capital stock of AKM were acquired for approximately $ 280,000 140,000 136,822 Under the AKM Purchase Agreement, former shareholders of AKM are entitled to be paid the Holdback Amount of up to approximately $376,000 within 6 months of the Closing Date. No later than 30 days after the six month period, AKM will prepare a closing statement which will state the actual cash position (as defined) (“Actual Cash Position”) of AKM. If the actual cash position of AKM is less than $461,104 (the “Target Amount”), the former shareholders of AKM will pay the difference between the Target Amount and the Actual Cash Position, which will be deducted from the Holdback Amount, but in no case will exceed the amount previously paid to the former shareholders of AKM in connection with the transaction. If the Actual Cash Position exceeds the Target Amount, then that difference will be added to the Holdback Amount. Any indemnification payment made by the former shareholders of AKM will also be paid from the Holdback Amount; if the Holdback Amount is insufficient, the former shareholders of AKM are liable for paying the balance, which cannot exceed amounts previously paid to the former shareholders of AKM under the AKM Purchase Agreement. The Company determined the fair value was determined based on the cash consideration discounted at the Company's cost of debt. The Company 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. Cash consideration $ 140,000 Holdback consideration paid to seller 140,000 Working capital adjustment paid to seller 236,236 Total purchase consideration $ 516,236 Under the acquisition method of accounting, the total purchase price was allocated to AKM’s net tangible assets based on their estimated fair values as of the closing date, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The allocation of the total purchase price to the net assets acquired and included in the Company’s consolidated balance sheet is as follows: Cash consideration $ 140,000 Holdback consideration 376,236 Total consideration $ 516,236 Cash and cash equivalents $ 356,359 Marketable securities 389,094 Accounts receivable 31,193 Prepaid expenses and other assets 26,311 Intangibles 213,000 Goodwill 83,943 Accounts payable and accrued liabilities (40,439) Deferred tax liability (84,847) Medical payables (458,378) Net assets acquired $ 516,236 Life Additions Payor relationships 5 $ 107,000 Trade name 4 66,000 Non-compete agreements 3 40,000 $ 213,000 Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended March 31, 2015 were approximately $ 37,000 Pro Forma Financial Information Year Ended (unaudited) Net revenue $ 37,036,240 Net loss $ (2,244,224) Basic and diluted loss per share $ (0.46) From the applicable closing date to March 31, 2015, revenues and net loss related to AKM, SCHC, BCHC and HCHHA included the accompanying consolidated statements of operations were $ 7,149,889 (568,269) Medical Clinic Acquisitions During the year ended January 31, 2014, ACC entered into three medical clinic acquisitions from third parties not affiliated with one another, as follows: Whittier On September 1, 2013, ACC acquired certain assets, excluding working capital, of a medical clinic in the Los Angeles, California area (“Whittier”). The Company 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. Cash consideration $ 100,000 Fair value of promissory note due to seller 145,000 Total purchase consideration $ 245,000 Property and equipment $ 10,000 Exclusivity Agreement 40,000 Noncompete Agreement 20,000 Goodwill 175,000 Total fair value of assets acquired $ 245,000 Weighted-average Assets Amortization Acquired Period (years) Exclusivity Agreement $ 40,000 4 Noncompete Agreement 20,000 5 Total identifiable intangible assets $ 60,000 Property and equipment fair value was determined using historical cost adjusted for usage and management estimates. The fair value of the exclusivity and non-compete agreements was estimated using the income approach. The income approach uses valuation techniques to convert future amounts to a discounted single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The fair value considered our estimates of future incremental earnings that may be achieved by the intangible assets. The promissory note issued will be paid in installments of $ 15,000 5.45 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 the Company’s Maverick Medical Group IPA. Goodwill is not amortized and is not deductible for tax purposes. Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended January 31, 2014 were approximately $ 7,500 This acquisition was not considered a material business combination. Fletcher On January 6, 2014, ACC acquired certain assets, excluding working capital, of a medical clinic in the Los Angeles, California area (“Fletcher”). The Company 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. Cash consideration $ 75,000 Fair value of promissory note due to seller 73,400 Total purchase consideration $ 148,400 Estimated Fair Property and equipment 10,000 Noncompete Agreement 6,000 Goodwill 132,400 Total fair value of assets acquired 148,400 Weighted-average Assets Amortization Acquired Period (years) Noncompete Agreement 6,000 3 Total identifiable intangible assets $ 6,000 Property and equipment fair value was determined using their historical cost adjusted for usage and management estimates. The fair value of the non-compete agreement was estimated using the income approach. The income approach uses valuation techniques to convert future amounts to a single discounted present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The fair value considered our estimates of future incremental earnings that may be achieved by the intangible assets. The promissory note issued will be paid in installments of $ 15,000 5.30 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 the Company’s Maverick Medical Group IPA. Goodwill is not amortized and is not deductible for tax purposes. Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended January 31, 2014 were approximately $ 5,300 Eagle Rock On December 7, 2013 ACC, acquired certain assets, excluding working capital, of a medical clinic in the Los Angeles, California area (“Eagle Rock”). The Company 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. Cash consideration $ 75,000 Fair value of promissory note due to seller 81,500 Total purchase consideration $ 156,500 Estimated Fair Value Noncompete Agreement $ 2,400 Goodwill 154,100 Total fair value of assets acquired $ 156,500 Weighted-average Assets Amortization Acquired Period (years) Noncompete Agreement 2,400 3 Total identifiable intangible assets $ 2,400 Property and equipment fair value was determined using their historical cost adjusted for usage and management estimates. The fair value of the non-compete agreement was estimated using the income approach. The income approach uses valuation techniques to convert future amounts to a single discounted present value amount. Our measurement is based on the value indicated by current market expectations about those future amounts. The fair value considered our estimates of future incremental earnings that may be achieved by the intangible assets. The promissory note issued will be paid in installments of $ 10,000 5.46 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 the Company’s Maverick Medical Group IPA. Goodwill is not amortized and is not deductible for tax purposes. Transaction costs are not included as a component of consideration transferred and were expensed as incurred. The related transaction costs expensed for the year ended January 31, 2014 were approximately $ 5,900 This acquisition is not considered a material business combination. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill Balance at January 31, 2014 $ 494,700 Balance at March 31, 2014 $ 494,700 Acquisition of AKM 83,943 Acquisition of SCHC 922,734 Acquisition of BCHC 398,467 Acquisition of HCHHA 268,989 Balance at March 31, 2015 $ 2,168,833 Intangible Assets, Net Weighted- Balance at Additions Balance at Additions Balance at Indefinite -lived assets: Medicare license $ - $ - $ - $ 704,000 $ 704,000 Amortized intangible assets: Exclusivity 4 40,000 - 40,000 - 40,000 Non-compete 4 28,400 - 28,400 157,000 185,400 Payor relationships 5 - - - 107,000 107,000 Network relationships 5 - - - 220,000 220,000 Trade name 5 - - - 257,000 257,000 Totals 68,400 - 68,400 1,445,000 1,513,400 Accumulated amortization (5,973) (2,800) (8,773) (127,370) (136,143) Total intangibles, net $ 62,427 $ (2,800) $ 59,627 $ 1,317,630 $ 1,377,257 Included in depreciation and amortization on the consolidated statements of operations is amortization expense of $ 127,371 2,800 5,973 2016 $ 186,167 2017 185,001 2018 146,537 2019 114,658 2020 40,894 Total $ 673,257 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Mar. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 5. Accounts Payable and Accrued Liabilities March 31, March 31, January 31, 2015 2014 2014 Accounts payable $ 1,377,817 $ 819,380 $ 467,636 Physician share of MSSP 62,000 - - Accrued compensation 1,469,132 546,078 452,562 Income taxes payable 185,051 4,149 287 Accrued interest 55,529 19,780 47,722 Accrued professional fees 202,675 52,699 119,453 $ 3,352,204 $ 1,442,086 $ 1,087,660 |
Notes and Lines of Credit Payab
Notes and Lines of Credit Payable | 12 Months Ended |
Mar. 31, 2015 | |
Notes Payable [Abstract] | |
Notes and Line of Credit Payable | March 31, March 31, January 31, 2015 2014 2014 Term loan payable to NNA due March 28, 2019, net of debt discount of $1,060,401 (March 31, 2015) and $1,305,435 (March 31, 2014) $ 5,467,098 $ 5,694,565 $ - Line of credit payable to NNA due March 28, 2019 1,000,000 - - Unsecured revolving line of credit due to financial institution due June 5, 2016 94,764 94,764 94,764 Medical Clinic Acquisition Promissory Notes - - 272,051 Secured Revolving Credit Facility - - 2,811,878 $ 6,561,862 $ 5,789,329 $ 3,178,693 NNA Credit Agreements On October 15, 2013, the Company entered into a $ 2.0 2 4 Medical Clinic Acquisition Promissory Notes, to repay the Senior Secured 2014 NNA Financing On March 28, 2014, the Company entered into a Credit Agreement (the “Credit Agreement”) pursuant to which NNA, extended to the Company (i) a $ 1,000,000 7,000,000 March 28, 2019 Concurrently with the Credit Agreement, the Company entered into a Pledge and Security Agreement with NNA (the “Pledge and Security Agreement”), whereby all of the issued and outstanding shares, interests or other equivalents of capital stock of a direct subsidiary of the Company (not including any entity that carries on the practice of medicine) are considered pledged interests. Pledged interests as of the date of the Pledge and Security Agreement include 100% of AMM, PCCM, VMM common stock and 72.77% of ApolloMed ACO common stock. Concurrently with the Credit Agreement, the Company entered into an Investment Agreement with NNA (the “Investment Agreement”), pursuant to which it issued to NNA an 8 2,000,000 March 28, 2019 10.00 On February 6, 2015, the Company entered into a First Amendment and Acknowledgement (the “Acknowledgement”) with NNA, Warren Hosseinion, M.D., and Adrian Vazquez, M.D. The Acknowledgement amended some provisions of, and/or provided waivers in connection with, each of (i) the Registration Rights Agreement between the Company and NNA, dated March 28, 2014 (the “Registration Rights Agreement”), (ii) the Investment Agreement, (iii) the NNA Convertible Note, and (iv) the NNA Warrants. The amendments to the Registration Rights Agreement included amendments with respect to the timing of the filing deadline for a resale registration statement for the benefit of NNA. Under the Investment Agreement, the Company issued to NNA warrants to purchase up to 300,000 10.00 200,000 20.00 The Company determined the fair value of the proceeds of $ 9.0 7 2.31 71.4 4.50 50 899,739 1,100,261 5,745,637 1,254,363 2,354,624 The Term Loan accrues interest at a rate of 8.0 87,500 122,500 122,500 175,000 210,000 1,305,435 300,00 80,000 51,072 7,998 20,930 The Revolving Loan bears interest at the rate of three month LIBOR plus 6.0% 1,000,000 March 28, 2019 The Company incurred $ 235,119 150,101 The Credit Agreement and the Convertible Note provide for certain financial covenants. On February 16, 2015, the Company and NNA agreed to amend the tangible net worth covenant computation. The Company was in compliance with the amended financial covenants as of March 31, 2015. In addition, the Credit Agreement and the Convertible Note include: (1) certain negative covenants that, subject to exceptions, limit the Company’s 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; and (2) certain customary representations and warranties, affirmative covenants and events of default, which are set forth in more detail in the 2014 NNA financing credit agreement and Convertible Note. Unsecured revolving line of credit Included in “Notes and lines of credit payable” in the accompanying consolidated balance sheet is a $ 100,000 94,764 prime rate (as defined) plus 4.50% (7.75% per annum at March 31, 2015, 7.75% per annum at March 31, 2014 at 7.75% at January 31, 2014) interest only is payable monthly, and the line of credit matures June 5, 2016 Medical Clinic Acquisition Promissory Notes In connection with the September 1, 2013 acquisition of a Los Angeles, CA medical clinic, ACC issued a non-interest bearing promissory note to the seller, which was due in ten installments of $ 15,000 5.45 In connection with the January 6, 2014 acquisition of Fletcher Medical Clinic, ACC issued a non-interest bearing promissory note to the seller, which was due in installments of $ 15,000 5.30 In connection with the December 7, 2013 acquisition of Eagle Rock Medical Clinic, ACC issued a non-interest bearing promissory note to the seller, which was due in installments of $ 10,000 5.46 The medical clinic acquisition promissory notes described above were repaid in connection with the equity and debt financing with NNA of Nevada, Inc. that closed on March 28, 2014 (see 2014 NNA financing above). Senior Secured Note The Company entered into a Senior Secured Note (“Note”) agreement on February 1, 2012 with SpaGus Capital Partners, LLC (“SpaGus”) an entity in which Gary Augusta, a director and shareholder of the Company, holds an ownership interest. On September 15, 2012, SpaGus agreed to allow the Company to defer payment of the scheduled principal payments due on September 15 and October 15, 2012, and amended the Note effective October 15, 2012 in which SpaGus agreed to provide additional principal to the Company in the amount of $ 230,000 500,000 8.0 Other lines of credit LALC has a line of credit of $ 230,000 BAHA has a line of credit of $ 150,000 Year Ended March Two Months Ended Year Ended Interest expense $ 595,067 $ 38,260 $ 68,634 Amortization of loan fees and discount 288,054 13,880 161,091 $ 883,121 $ 52,140 $ 229,725 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Mar. 31, 2015 | |
Convertible Notes [Abstract] | |
Convertible Notes Payable | 7. Convertible Notes Payable March 31, March 31, January 31, 2015 2014 2014 9% Senior Subordinated Convertible Notes due February 15, 2016, net of debt discount of $62,682 (March 31, 2015), $137,393 (March 31, 2014) and $149,478 (January 31, 2014) $ 1,037,818 $ 962,978 $ 950,522 8% Convertible Note Payable to NNA due March 28, 2019, net of debt discount of $985,255 (March 31, 2015) 1,014,745 - - Conversion feature liability 442,358 - - Other convertible note - - 150,000 $ 2,494,921 $ 962,978 $ 1,100,522 9 The 9% Notes, issued January 31, 2013, 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 $ 4.00 If the Average Daily Value of Trades (“ADVT”) during the prior 90 days as reported by Bloomberg is greater than $100,000, the 9% Notes are callable at a price of 105% of the 9% Notes’ par value, and if the ADVT is less than $100,000, the 9% Notes are callable at a price of 110% of the 9% Notes’ par value. In connection with the issuance of the 9% Notes, the holders of the 9% Notes received warrants to purchase 66,000 4.50 186,897 5.0 0.70 36.7 8% Convertible Note Payable to NNA The NNA 8% Convertible Note commitment provided for the Company to borrow up to $ 2,000,000 2,000,000 2,000,000 1,065,775 8.0 10.00 578,155 4.0 1.1 47.6 4.25 100,000 10.00 100,000 6.0 1.5 57.4 4.25 100 8% Senior Subordinated Convertible Promissory Notes due February 1, 2015 On or about February 21, 2013, the Company redeemed the 8% Senior Subordinated Convertible Promissory Notes for cash and/or conversion into shares of the Company’s common stock. Year Ended March Two Months Ended Year Ended January Interest expense $ 209,369 $ 18,518 $ 218,403 Amortization of loan fees and discount 229,156 24,452 231,055 $ 438,525 $ 42,970 $ 449,458 gross of discount and net of conversion feature liability, 2016 $ 1,684,765 2017 490,000 2018 700,000 2019 7,847,500 $ 10,722,265 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Two Months Year Ended Ended Year Ended March 31, March 31, January 31, 2015 2014 2014 Current Federal $ 147,945 $ - $ - State 67,769 2,866 19,513 215,714 2,866 19,513 Deferred Federal (36,390) 3,855 - State (15,532) 1,099 - (51,922) 4,954 - Provision for income taxes $ 163,792 $ 7,820 $ 19,513 The Company uses the liability method of accounting for income taxes as set forth in ASC 740. 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. As of March 31, 2015, the Company had federal and California tax net operating loss carryforwards of approximately $6.6 million and $6.6 million, respectively. The federal and California net operating loss carryforwards will expire at various dates from 2026 through 2035. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will be able to utilize these tax attributes. Significant components of the Company’s deferred tax assets (liabilities) as of March 31, 2015, March 31, 2014 and January 31, 2014 are shown below. A valuation allowance of $ 4,447,029 3,963,239 4,163,638 March 31, March 31, January 31, Current deferred tax assets: State taxes - current 17,062 589 3,808 Stock options 2,177,276 1,675,822 1,649,986 Accrued payroll and related costs 1,529 1,529 1,529 Accrued hospital pool deficit - 28,649 28,649 Other 65,920 - - Net current deferred tax assets before valuation allowance 2,261,787 1,706,589 1,683,972 Valuation Allowance (2,234,631) (1,706,589) (1,683,972) Net current deferred tax assets 27,156 - - - Noncurrent deferred tax (liabilities) assets: Net operating loss carryforward 2,208,522 2,248,422 1,990,962 Property and equipment (3,170) - - Acquired intangible assets (194,883) (4,954) - Other 3,558 8,228 488,704 Net noncurrent deferred tax liabilities before valuation allowance 2,014,027 2,251,696 2,479,666 Valuation Allowance (2,212,398) (2,256,650) (2,479,666) Net noncurrent deferred tax liabilities (198,371) (4,954) - Net deferred tax liabilities $ (171,215) $ (4,954) $ - Year Ended Two Months Ended Year Ended March 31, 2015 March 31, 2014 January 31, 2014 Tax provision at U.S. Federal statutory rates 34.0 % 34.0 % 34.0 % State income taxes net of federal benefit (3.2) % (0.4) % (0.3) % Non-deductible permanent items (5.9) % (0.1) % (0.1) % Non-taxable entities (4.3) % 0.3 % - Other 0.5 % (0.1) % 3.2 % Change in valuation allowance (34.9) % (34.8) % (37.2) % Effective income tax rate (13.8) % (1.1) % (0.4) % As of March 31, 2015, March 31, 2014, and January 31, 2014, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company is subject to U.S. federal income tax as well as income tax of multiple state tax jurisdictions. The Company and its subsidiaries’ state income tax returns are open to audit under the statute of limitations for the years ended January 31, 2011 through 2015. The Company does not anticipate material unrecognized tax benefits within the next 12 months. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity Reverse Stock Split On April 24, 2015, the Company filed an amendment to its articles of incorporation to effect a 1-for-10 Common Stock Placement On March 28, 2014, the Company entered into an equity and debt investment for up to $ 12.0 200,000 10.00 100,000 10.00 7 2.31 71.4 4.50 50 900,000 $ 868,236 4.50 1.50 During the year ended January 31, 2014, the Company issued 18,250 730,000 Repurchase of Common Stock On October 23, 2014, the Company entered into a Settlement Agreement with Raouf Khalil (“Khalil”) whereby the Company reconveyed to Khalil all of the shares of Aligned Healthcare, Inc. (“AHI”) common stock that the Company acquired from Khalil under the Stock Purchase Agreement, dated as of February 15, 2011 (the “Purchase Agreement”). In addition, in consideration of a $ 10,000 50,000 Equity Incentive Plans The Company’s amended 2010 Equity Incentive Plan (the “2010 Plan”) allowed the Board to grant up to 1,200,000 On April 29, 2013 the Company’s Board of Directors approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 500,000 48,600 Share Issuances Weighted Weighted Weighted- Life Intrinsic Grant Date Shares (In years) Value Fair Value Unvested or unlapsed shares at January 31, 2014 101,296 1.5 - $ 4.10 Granted - - - - Vested/lapsed (10,555) - - - Forfeited - - - - Unvested or unlapsed shares, beginning of period at March 31, 2014 90,741 1.3 $ - $ 4.10 Granted - - - - Vested / lapsed (78,519) - - - Forfeited - - - - Unvested or unlapsed shares at March 31, 2015 12,222 0.3 $ 0. 50 $ 4.10 Options In July 2014, the Company issued 56,500 2.80 6 1.63 63.7 10.00 5.90 In October 2014, in connection with services provided to the Company, the Company issued to various employees and consultants options to purchase an aggregate of 7,500 10.00 1.70 6 1.62 62.9 4.30 On various dates in October, November and December 2014, in connection with services provided to the Company, the Company issued to a certain consultant options to purchase an aggregate of 1,500 10.00 1.50 6 1.62 62.9 3.90 On November 18, 2014, in connection with services provided to the Company, the Company issued options to purchase 10,000 10.00 . 1.80 6 1.47 62.1 4.60 On December 13, 2014, in connection with services provided to the Company, the Company issued to various physicians and consultants options to purchase 10,000 10.00 1.50 6 1.62 62.9 3.90 In December 2014, the Company issued 6,000 1.20 6 1.47 62.1 10.00 3.46 3 In June 2014, the Company issued 40,000 1.60 6 1.62 62.9 9.00 4.00 3 On various dates in January, February and March 2015, in connection with services provided to the Company, the Company issued to certain consultants and employees options to purchase an aggregate of 30,500 10.00 1.10 6 1.48 62.1 3.40 Shares Weighted Weighted Weighted Balance, January 31, 2014 735,800 $ 1.70 9.0 $ 1.60 Granted - - - - Cancelled (88,767) 2.30 7.9 - Exercised - - - - Expired - - - - Forfeited (18,333) 2.10 8.5 - Balance, March 31, 2014 628,700 $ 2.00 8.7 $ 1.10 Granted 162,000 10.00 - - Cancelled (14,200) - - - Exercised - - - - Expired - - - - Forfeited - - - - Balance, March 31, 2015 776,500 $ 4.69 7.4 $ 1.50 Vested and exercisable, March 31, 2015 658,306 $ 2.20 5.1 $ 2.40 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 Weighted Weighted Weighted Balance, January 31, 2014 3,752,000 1.0 $ 0.02 $ 0.03 Granted - - - - Released - - - - Balance, March 31, 2014 3,752,000 0.8 $ 0.02 $ 0.03 Granted 184,000 - - 0.77 Released (183,996) - - - Balance, March 31, 2015 3,752,004 0.1 $ 0.70 $ 0.07 Vested and exercisable, March 31, 2015 3,651,675 Awards of restricted stock under the ACO 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. Common stock options $ 246,834 Restricted stock $ 72,440 ACO Plan restricted stock $ 27,720 The weighted-average period of years expected to recognize these compensation costs is 1.7 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 accompanying consolidated statement of operations as follows: Year Ended Two Months Ended Year Ended Stock-based compensation expense: Cost of services $ 13,376 $ 15,703 $ 616,902 General and administrative 1,245,472 44,484 1,540,955 $ 1,258,848 $ 60,187 $ 2,157,857 Warrants Weighted Intrinsic Number of Value Warrants Outstanding at January 31, 2014 $ 0.40 314,500 Granted - 400,000 Exercised - - Cancelled - - Outstanding at March 31, 2014 0.20 714,500 Granted - 200,000 Exercised - - Cancelled - - Outstanding at March 31, 2015 $ 0.46 914,500 Weighted Weighted average average Exercise Price Per Warrants remaining Warrants exercise price per Share outstanding contractual life exercisable share $ 1.15 125,000 1.3 125,000 $ 1.15 $ 1.15 25,000 1.3 25,000 $ 1.15 $ 4.50 50,000 1.3 50,000 $ 4.50 $ 5.00 10,000 2.6 10,000 $ 5.00 $ 4.50 82,500 2.8 82,500 $ 4.50 $ 4.00 22,000 2.8 22,000 $ 4.00 $ 10.00 200,000 6.0 - $ 10.00 $ 20.00 200,000 6.0 - $ 20.00 $ 10.00 100,000 6.0 - $ 10.00 $ 10.00 100,000 3.3 100,000 $ 10.00 914,500 4.3 414,500 $ 4.60 In connection with the 2014 NNA financing, NNA received warrants to purchase up to 200,000 10.00 200,000 20.00 9.00 100,000 10.00 100,000 10.00 Authorized stock At March 31, 2015 the Company was authorized to issue up to 100,000,000 9 Common stock issued and outstanding 4,863,389 Conversion of 9% Notes 275,000 Conversion of 8% Notes 200,000 Warrants outstanding 914,500 Stock options outstanding 776,500 Remaining shares issuable under 2013 Equity Incentive Plan 90,000 7,119,389 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Lease commitments Year ending March 31, 2016 $ 771,754 2017 834,522 2018 916,395 2019 920,630 2020 905,117 Thereafter 2,482,251 Total $ 6,830,669 Year Ended Two Months Year Ended March 31, March 31, January 31, Rent expense $ 685,579 $ 39,735 $ 210,302 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. The Company believes that it is in compliance with all applicable laws and regulations. Legal On May 16, 2014, Lakeside Medical Group, Inc. and Regal Medical Group, Inc., two independent physician associations who compete with the Company in the greater Los Angeles area, filed an action against the Company and two affiliates of the Company, MMG and AMEH, in Los Angeles County Superior Court. The complaint alleged that the Company and its two affiliates made misrepresentations and engaged in other acts in order to improperly solicit physicians and patient-enrollees from Plaintiffs. The Complaint sought compensatory and punitive damages. On June 30, 2014, the Company and its affiliates filed a motion requesting the Court to stay the court proceeding and order the parties to arbitrate this dispute subject to existing arbitration agreements. On August 11, 2014, the Plaintiffs filed a request for dismissal without prejudice of the action. On August 12, 2014, the Plaintiffs served the Company and its affiliates with Demands for Arbitration before Judicial Arbitration Mediation Services in Los Angeles. The Company is currently examining the merits of the claims to be arbitrated, and it is too early to state whether the likelihood of an unfavorable outcome is probable or remote, or to estimate the potential loss if the outcome should be negative. The Company is aware that punitive damages previously sought in the court proceeding are not available in arbitration. The Company and its affiliates are preparing a defense to the allegations and the Company intends to vigorously defend the action. On August 28, 2014, Lakeside Medical Group, Inc. and Regal Medical Group, Inc., filed a similar lawsuit against Warren Hosseinion, the Company’s Chief Executive Officer. Dr. Hosseinion is defending the action and is currently being indemnified by the Company subject to the terms of an indemnification agreement and the Company’s charter. The Company has an existing Directors and Officers insurance policy. On September 9, 2014, Dr. Hosseinion filed a motion requesting the Court to stay the court proceeding and, pursuant to existing arbitration agreements, order the parties to arbitrate the dispute as part of the pending arbitration proceedings before JAMS (as discussed above). On October 29, 2014, the Plaintiffs filed a request for dismissal without prejudice of the action. On November 13, 2014, Plaintiffs served Dr. Hosseinion with Demands for Arbitration before JAMS in Los Angeles, and on November 19, 2014, the parties agreed to consolidate the two proceedings against Dr. Hosseinion with the two existing proceedings against the Company and its affiliates. The parties are currently pursuing mediation of the dispute. The Company continues to examine the merits of the claims to be arbitrated against Dr. Hosseinion, and it is too early to state whether the likelihood of an unfavorable outcome is probable or remote, or to estimate the potential loss if the outcome should be negative. The Company is aware that punitive damages previously sought in the court proceeding against Dr. Hosseinion are not available in arbitration. In the ordinary course of the Company’s business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Company’s affiliated hospitalists. The Company may also become subject to other lawsuits which could involve significant claims and/or significant defense costs. The Company believes, based upon the Company’s review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on the Company’s 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 the Company’s business, financial condition, results of operations, or cash flows in a future period. Liability Insurance The Company believes that the Company’s insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that the Company’s insurance coverage will be adequate to cover liabilities arising out of claims asserted against the Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s 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 the Company’s business. Although the Company currently maintains 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 the Company in future years at acceptable costs, and on favorable terms. Employment and Consulting Agreements In connection with the 2014 NNA Financing, AMM entered into Employment Agreements with each of Warren Hosseinion, M.D., the Company’s Chief Executive Officer (the “Hosseinion Employment Agreement”) and Adrian Vazquez, M.D. (the “Vazquez Employment Agreement” and, together with the Hosseinion Employment Agreement, the “Employment Agreements”), pursuant to which Dr. Hosseinion and Dr.Vazquez have agreed to serve as senior executives of AMM. The Employment Agreements provide for (i) base salary of $ 200,000 32,917 17,282 60,000 29,824 Also on March 28, 2014, AMH entered into Hospitalist Participation Service Agreements with each of Dr. Hosseinion (the “Hosseinion Hospitalist Participation Agreement”) and Dr. Vazquez (the “Vazquez Hospitalist Participation Agreement” and, together with the Hosseinion Hospitalist Participation Agreement, the “Hospitalist Participation Agreements”), pursuant to which Dr. Hosseinion and Dr. Vazquez provide physician services for AH. The Hospitalist Participation Agreements provide for (i) base salary of $ 195,000 55,000 As a condition of the Company causing its affiliates to enter into the Hospitalist Participation Service Agreements and the Employment Agreements, on March 28, 2014, the Company entered into Stock Option Agreements with each of Dr. Hosseinion (the “Hosseinion Stock Option Agreement”) and Dr. Vazquez (the “Vazquez Stock Option Agreement” and, together with the Hosseinion Stock Option Agreement, the “Stock Option Agreements”). The Stock Option Agreements provide that each of Dr. Hosseinion and Dr. Vazquez grant the Company the option to purchase (at fair market value) all equity interests in the Company held by Dr. Hosseinion or Dr. Vazquez, as applicable, in the event that (i) either the applicable Hospitalist Participation Service Agreement or the applicable Employment Agreement is terminated by the Company for cause due to a willful or intentional breach by Dr. Hosseinion or Dr. Vazquez, as applicable, (ii) Dr. Hosseinion or Dr. Vazquez, as applicable, commits fraud or any felony against the Company or any of its affiliates, (iii) Dr. Hosseinion or Dr. Vazquez, as applicable, directly or indirectly solicits any patients, customers, clients, employees, agents or independent contractors of the Company or any of its affiliates for competitive purposes or (iv) Dr. Hosseinion or Dr. Vazquez, as applicable, directly or indirectly Competes (as such term is defined in the Stock Option Agreements) with the Company or any of its affiliates. In June 2014, the Company entered into a consulting arrangement with Bridgewater Healthcare, LLC, in which Mr. Mitchell R. Creem will provide CFO services to the Company in return for cash compensation of $ 10,000 500 10.00 On January 15, 2015, AMM entered into a Consulting and Representation Agreement (the “Augusta Consulting Agreement”) with Flacane Advisors, Inc. (the “Augusta Consultant”), which is effective from January 15, 2015, supersedes the prior agreement with the Augusta Consultant, and remains in effect until March 31, 2015 and will carryover to December 31, 2015 unless it is replaced by a new agreement. We anticipate that we will enter into a new consulting agreement with Mr. Augusta following the termination of the current agreement. Under the Augusta Consulting Agreement, the Augusta Consultant is paid $ 25,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | On June 30, 2015, ACC entered into a Settlement Agreement and Release (the Agreement) with the prior owners of Whittier medical clinic to unwind the Company’s purchase of Whittier medical clinic on September 1, 2013 and release both parties (ACC and prior owner) of certain rights and obligations previously set out in the Asset Purchase Agreement and various other agreements entered into by both parties on or about September 1, 2013. As a result of the Agreement, the prior owner will pay ACC $ 2,953 On July 7, 2015, the Company entered into an Amendment to First Amendment and Acknowledgement (the “New Amendment”) with NNA of Neveda, Inc., an affiliate of Fresenius Medical Care North America. The New Amendment amended the First Amendment and Acknowledgement, dated as of February 6, 2015 (as amended by the Amendment “Acknowledgement”), among the Company, NNA, Warren Hosseinion, M.D., and Adrian Vazquez, M.D. and included an extension until October 24, 2015 of a deadline previously contemplated by the Acknowledgment, for the Company to file a registration statement covering the sale of NNA’s registrable securities. |
Restatement as of and for the Y
Restatement as of and for the Year Ended January 31, 2014 | 12 Months Ended |
Mar. 31, 2015 | |
Restatement of Prior Year Income [Abstract] | |
Restatements To Prior Year Income [Text Block] | 12. Restatement as of and for the Year Ended January 31, 2014 The consolidated financial statements as of and for the year ended January 31, 2014, were previously restated as part of a Form S-1 filed with the Securities and Exchange Commission on May 7, 2015. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Mar. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | 13. Valuation and Qualifying Accounts Year Ended Two Months Ended Year Ended Balance at beginning of period $ 30,670 $ 50,474 $ 78,822 Charged to operations 64,811 - - Write-off of accounts receivable - (19,804) (28,348) Balance at end of period $ 95,481 $ 30,670 $ 50,474 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of (1) Apollo Medical Holdings, Inc. and its wholly owned subsidiaries AMM, PCCM, and VMM, (2) the Company’s controlling interest in ApolloMed ACO, and ApolloMed Palliative, a newly formed entity which provides home health and hospice medical services and owns BCHC and HCHHA and in which a non-controlling interest in ApolloMed Palliative contributed $ 586,111 10 20 On February 17, 2015, AMM entered into a management services agreement with BAHA. BAHA was determined to be a variable interest entity and AMM the primary beneficiary. The financial statements of BAHA have been consolidated as a variable interest entity with those of the Company from February 17, 2015. Through the management agreements and the Company’s relationship with the stockholders of the PPCs, the Company has exclusive authority over all non-medical decision making related to the ongoing business operations of the PPCs. Consequently, the Company consolidates the revenue and expenses of each PPC from the date of execution of the applicable management agreement. All intercompany balances and transactions have been eliminated in consolidation. |
Business Combinations | The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value (with limited exceptions), to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination. |
Revenue Recognition | Reportable Segments The Company operates as one reportable segment, the healthcare delivery segment, and implements and operates innovative health care models to create a patient-centered, physician-centric experience. The Company reports its consolidated financial statements in the aggregate, including all activities in one reportable segment. Revenue Recognition Revenue consists of contracted, fee-for-service, and capitation revenue. Revenue is recorded in the period in which services are rendered. 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 the Company’s billing arrangements and how net revenue is recognized for each. Contracted revenue Contracted revenue represents revenue generated under contracts for which the Company provides 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 the Company’s staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where the Company 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, the Company derives a portion of the Company’s revenue as a contractual bonus from collections received by the Company’s 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 Fee-for-service revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the fee-for-service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payors. 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 payor 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 the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. Capitation revenue Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted health maintenance organizations (each, an “HMO”) finalizing of monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a provider service agreement (“PSA”) or capitated arrangements directly made with various managed care providers including HMO’s and management service organizations (“MSOs”). Capitation revenue under the PSA and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby the Company can earn additional incentive revenue or incur penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk sharing surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following fiscal year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. These incentives, which are included in other revenues, are generally recorded in the third and fourth quarters of the fiscal year and are recorded when such amounts are known. Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides hospital, medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). Under the risk pool sharing agreement, the affiliated hospital and medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is allocated a percentage of the profit or loss, after deductions for costs to affiliated hospitals. The Company participates in full risk programs under the terms of the PSA, with health plans whereby the Company is wholly liable for the deficits allocated to the medical group under the arrangement. The related liability is included in medical liabilities in the accompanying consolidated balance sheets at March 31, 2015, March 31, 2014 and January 31, 2014 (see "Medical Liabilities" in this Note 2, below). Medicare Shared Savings Program Revenue The Company through its subsidiary, ApolloMed ACO, participates in the 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 annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ CMS benchmark. The MSSP is a newly formed program with limited 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 notice from CMS that cash payments are to be imminently received. During the second quarter of 2014, CMS announced that ApolloMed ACO generated $ 10.98 5.38 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consists of highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash primarily consists of cash held as collateral to secure standby letters of credits as required by certain contracts. The certificates have an interest rate of 0.15 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Under FASB ASC 350, Intangibles Goodwill and Other At least annually, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. The fair value is evaluated based on market capitalization determined using average share prices within a reasonable period of time near the selected testing date (i.e., fiscal year-end). At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs, insurance companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyses the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. |
Concentrations | Concentrations Year Ended Two Months Year Medicare/Medi-Cal 34.8 % 14.3 % 17.8 % L.A Care 13.2 % 12.1 % * Healthnet 12.3 % * * Hollywood Presbyterian * 11.8 % 15.9 % California Hospital * 11.6 % 13.9 % March 31, March 31, January 31, Medicare/Medi-Cal 22.1 % 21.7 % 31.5 % * Represents less than 10% |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Cost and related accumulated depreciation on assets retired or disposed of are removed from the accounts and any resulting gains or losses are credited or charged to income. Computers and software are depreciated over 3 8 5 March 31, 2015 March 31, 2014 January 31, Website $ 4,568 $ 4,568 $ 4,568 Computers 125,478 40,397 31,010 Software 165,439 165,439 165,439 Machinery and equipment 355,988 143,920 143,920 Furniture and fixtures 88,939 37,394 43,366 Leasehold improvements 402,035 56,144 49,780 1,142,447 447,862 438,083 Less accumulated depreciation and amortization (559,977) (352,914) (352,398) $ 582,470 $ 94,948 $ 85,685 Depreciation and amortization expense was $ 207,063 516 25,388 |
Medical Liabilities | Medical Liabilities The Company is responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees under risk-pool arrangements. The Company provides integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements, company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical personnel, are also recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense. An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates of incurred but not reported claims (“IBNR”). Such estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation. The Company has a $ 20,000 Year Ended Two Year Ended Balance, beginning of period $ 552,561 $ 285,625 $ - Incurred health care costs: Current year 4,211,231 167,000 288,601 Acquired medical liabilities (see Note 4 ) 458,378 - - Claims paid: Current year (3,245,283) - (2,976) Prior years (90,367) - - Total claims paid (3,335,650) - (2,976) Risk pool settlement (384,869) - - Accrual for net deficit from full risk capitation contracts 544,041 99,936 - Adjustments (785,143) - - Balance, end of period $ 1,260,549 $ 552,561 $ 285,625 |
Deferred Financing Costs | Deferred Financing Costs Costs relating to debt issuance have been deferred and are amortized over the lives of the respective loans, using the effective interest method (see Note 6). At March 31, 2015, there is approximately $ 514,000 |
Income Taxes | Income Taxes Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, changes in the recognition of tax positions and any changes in the valuation allowance caused by a change in judgment about the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements. |
Stock-Based Compensation | The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note 9. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for expected forfeitures. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but not obligation) of repurchase feature that lapses based on performance of services in the future. The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50 Equity-Based Payments to Non-Employees |
Fair Value of Financial Instruments | The Company’s 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 fair values of the Company’s financial instruments are measured on a recurring basis. The carrying amount reported in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of the short-term maturity of those instruments. The carrying amount for borrowings under the NNA Term Loan and the Convertible Notes approximates fair value which is determined by using interest rates that are available for similar debt obligations with similar terms at the balance sheet date. Warrant liability The fair value of the warrant liability of $ 2,144,496 6.0 1.53 57.4 5.00 100 2,354,624 7 2.31 71.4 4.50 50 Conversion feature liability The fair value of the $ 442,358 4.0 1.1 47.6 5.00 100 8 10.00 March 31, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 2,144,496 $ 2,144,496 Conversion feature liability - - 442,358 442,358 $ - $ - $ 2,586,854 $ 2,586,854 March 31, 2014 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 2,354,624 $ 2,354,624 Warrant Liability Conversion Feature Total Balance at February 1, 2014 $ - $ - $ - Liability incurred (Note 7) 2,354,624 - 2,354,624 Balance at March 31, 2014 $ 2,354,624 - 2,354,624 Liability incurred (Note 7) 487,620 578,155 1,065,775 Gain on change in fair value of warrant and conversion feature liability (697,748) (135,797) (833,545) Balance at March 31, 2015 $ 2,144,496 $ 442,358 $ 2,586,854 The change in fair value of the warrant and conversion feature liability of $ 833,545 for the year ended March 31, 2015 |
Non-controlling Interests | The non-controlling interests recorded in the Company’s consolidated financial statements includes the pre-acquisition equity of those PPC’s in which the Company has determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities owned by third-party physicians. The nature of these contracts provide the Company with a monthly management fee to provide the services described above, and as such, the adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or distributions by the non-controlling parties as well as income or losses attributable to certain non-controlling interests. Non-controlling interests also represent third-party minority equity ownership interests which are majority owned by the Company. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Basic net income (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 income (loss) by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net income (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. Year Ended March 31, Two Months Ended Year Ended Options 412,387 434,430 514,651 Warrants 119,430 143,550 156,202 Convertible Notes 50,431 - - 582,248 577,980 670,853 |
New Accounting Standards | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and created a new Topic ASC 606, “ Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB amended the FASB Accounting Standards Codification and amended Subtopic 205-40, “Presentation of Financial Statements Going Concern ” In November 2014, the FASB issued ASU No. 2014-17, Business Combinations: Pushdown Accounting In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis In April 2015, the FASB) issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. Actual results may materially differ from these estimates under different assumptions or conditions. |
Reclassifications | Certain reclassifications have been made to the accompanying January 31, 2014 consolidated financial statements to conform them to March 31, 2014 and March 31, 2015 presentation. The reclassification is between deferred taxes and accounts payable and accrued liabilities for $ 4,954 20,000 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The Company had major payors that contributed the following percentage of net revenue: Year Ended Two Months Year Medicare/Medi-Cal 34.8 % 14.3 % 17.8 % L.A Care 13.2 % 12.1 % * Healthnet 12.3 % * * Hollywood Presbyterian * 11.8 % 15.9 % California Hospital * 11.6 % 13.9 % March 31, March 31, January 31, Medicare/Medi-Cal 22.1 % 21.7 % 31.5 % * Represents less than 10% |
Property, Plant and Equipment | Machinery and equipment are depreciated over 5 March 31, 2015 March 31, 2014 January 31, Website $ 4,568 $ 4,568 $ 4,568 Computers 125,478 40,397 31,010 Software 165,439 165,439 165,439 Machinery and equipment 355,988 143,920 143,920 Furniture and fixtures 88,939 37,394 43,366 Leasehold improvements 402,035 56,144 49,780 1,142,447 447,862 438,083 Less accumulated depreciation and amortization (559,977) (352,914) (352,398) $ 582,470 $ 94,948 $ 85,685 |
Schedule of Medical Payables | The Company’s medical liabilities was as follows: Year Ended Two Year Ended Balance, beginning of period $ 552,561 $ 285,625 $ - Incurred health care costs: Current year 4,211,231 167,000 288,601 Acquired medical liabilities (see Note 4 ) 458,378 - - Claims paid: Current year (3,245,283) - (2,976) Prior years (90,367) - - Total claims paid (3,335,650) - (2,976) Risk pool settlement (384,869) - - Accrual for net deficit from full risk capitation contracts 544,041 99,936 - Adjustments (785,143) - - Balance, end of period $ 1,260,549 $ 552,561 $ 285,625 |
Fair Value Measurements, Recurring and Nonrecurring | The carrying amounts and fair values of the Company's financial instruments are presented below as of: March 31, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 2,144,496 $ 2,144,496 Conversion feature liability - - 442,358 442,358 $ - $ - $ 2,586,854 $ 2,586,854 March 31, 2014 Fair Value Measurements Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ - $ 2,354,624 $ 2,354,624 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation | Warrant Liability Conversion Feature Total Balance at February 1, 2014 $ - $ - $ - Liability incurred (Note 7) 2,354,624 - 2,354,624 Balance at March 31, 2014 $ 2,354,624 - 2,354,624 Liability incurred (Note 7) 487,620 578,155 1,065,775 Gain on change in fair value of warrant and conversion feature liability (697,748) (135,797) (833,545) Balance at March 31, 2015 $ 2,144,496 $ 442,358 $ 2,586,854 |
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: Year Ended March 31, Two Months Ended Year Ended Options 412,387 434,430 514,651 Warrants 119,430 143,550 156,202 Convertible Notes 50,431 - - 582,248 577,980 670,853 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
BCHC | |
Business Acquisition [Line Items] | |
Schedule Of Business Acquisitions By Acquisition Consideration Transferred | The acquisition-date fair value of the consideration transferred was as follows: Cash consideration $ 900,000 Fair value of equity consideration 230,862 Working capital adjustment (106,522) $ 1,024,340 |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is deductible for tax purposes. The final allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s consolidated balance sheet at March 31, 2015 is as follows: Cash and cash equivalents $ 77,020 Accounts receivable 253,193 Prepaid expenses and other current assets 467 Property and equipment 7,130 Identifiable intangible assets 532,000 Goodwill 398,467 Total assets acquired 1,268,277 Accounts payable and accrued liabilities 243,937 Total liabilities assumed 243,937 Net assets acquired $ 1,024,340 |
Weighted-average amortization period for intangible assets acquired | The intangible assets acquired consisted of the following: Life Additions Medicare license Indefinite $ 462,000 Trade name 5 51,000 Non-compete agreements 5 19,000 532,000 |
HCHHA | |
Business Acquisition [Line Items] | |
Schedule Of Business Acquisitions By Acquisition Consideration Transferred | The acquisition-date fair value of the consideration transferred was as follows: Cash consideration $ 300,000 Fair value of equity consideration 43,286 Working capital adjustment (21,972) $ 321,314 |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The final allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s consolidated balance sheet at March 31, 2015 is as follows: Cash and cash equivalents $ (37,087) Accounts receivable 149,599 Property and equipment 3,035 Identifiable intangible assets 284,000 Goodwill 268,989 Total assets acquired 668,536 Accounts payable and accrued liabilities 232,570 Deferred tax liability 114,652 Total liabilities assumed 347,222 Net assets acquired 321,314 |
Weighted-average amortization period for intangible assets acquired | The intangible assets acquired consisted of the following: Life Additions Medicare license Indefinite $ 242,000 Trade name 5 38,000 Non-compete agreements 5 4,000 $ 284,000 |
AKM | |
Business Acquisition [Line Items] | |
Schedule Of Business Acquisitions By Acquisition Consideration Transferred | The acquisition-date fair value of the consideration transferred was as follows: Cash consideration $ 140,000 Holdback consideration paid to seller 140,000 Working capital adjustment paid to seller 236,236 Total purchase consideration $ 516,236 |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price was allocated to AKM’s net tangible assets based on their estimated fair values as of the closing date, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The allocation of the total purchase price to the net assets acquired and included in the Company’s consolidated balance sheet is as follows: Cash consideration $ 140,000 Holdback consideration 376,236 Total consideration $ 516,236 Cash and cash equivalents $ 356,359 Marketable securities 389,094 Accounts receivable 31,193 Prepaid expenses and other assets 26,311 Intangibles 213,000 Goodwill 83,943 Accounts payable and accrued liabilities (40,439) Deferred tax liability (84,847) Medical payables (458,378) Net assets acquired $ 516,236 |
Weighted-average amortization period for intangible assets acquired | The intangible assets acquired consisted of the following: Life Additions Payor relationships 5 $ 107,000 Trade name 4 66,000 Non-compete agreements 3 40,000 $ 213,000 |
SCHC | |
Business Acquisition [Line Items] | |
Schedule Of Business Acquisitions By Acquisition Consideration Transferred | The acquisition-date fair value of the consideration transferred was as follows: Cash consideration $ 2,428,391 Fair value of warrant consideration 132,000 $ 2,560,391 |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The final allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s consolidated balance sheet at March 31, 2015 is as follows: Cash and cash equivalents $ 264,601 Accounts receivable 750,433 Receivable from affiliate 67,714 Prepaid expenses and other current assets 82,430 Property and equipment 607,315 Identifiable intangible assets 416,000 Goodwill 922,734 Other assets 66,762 Total assets acquired 3,177,989 Accounts payable and accrued liabilities 134,426 Note payable to financial institution 463,582 Deferred tax liability 19,590 Total liabilities assumed 617,598 Net assets acquired $ 2,560,391 |
Weighted-average amortization period for intangible assets acquired | The intangible assets acquired consisted of the following: Life Additions Network relationships 5 $ 220,000 Trade name 5 102,000 Non-compete agreements 3 94,000 $ 416,000 |
Whittier | |
Business Acquisition [Line Items] | |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price is allocated to Whittier’s 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 included in our consolidated balance sheet. The acquisition-date fair value of the consideration transferred and the total purchase consideration allocated to the acquisition of the net tangible and intangible assets based on their estimated fair values were as of the closing date as follows: Cash consideration $ 100,000 Fair value of promissory note due to seller 145,000 Total purchase consideration $ 245,000 Property and equipment $ 10,000 Exclusivity Agreement 40,000 Noncompete Agreement 20,000 Goodwill 175,000 Total fair value of assets acquired $ 245,000 |
Weighted-average amortization period for intangible assets acquired | The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below: Weighted-average Assets Amortization Acquired Period (years) Exclusivity Agreement $ 40,000 4 Noncompete Agreement 20,000 5 Total identifiable intangible assets $ 60,000 |
Fletcher | |
Business Acquisition [Line Items] | |
Schedule Of Business Acquisitions By Acquisition Consideration Transferred | The acquisition-date fair value of the consideration transferred was as follows: Cash consideration $ 75,000 Fair value of promissory note due to seller 73,400 Total purchase consideration $ 148,400 |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price is allocated to Fletcher’s 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 and included in our consolidated balance sheet is as follows: Estimated Fair Property and equipment 10,000 Noncompete Agreement 6,000 Goodwill 132,400 Total fair value of assets acquired 148,400 |
Weighted-average amortization period for intangible assets acquired | The acquired intangible assets consisted of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below: Weighted-average Assets Amortization Acquired Period (years) Noncompete Agreement 6,000 3 Total identifiable intangible assets $ 6,000 |
Eagle Rock | |
Business Acquisition [Line Items] | |
Schedule Of Business Acquisitions By Acquisition Consideration Transferred | The acquisition-date fair value of the consideration transferred as of the closing date is as follows: Cash consideration $ 75,000 Fair value of promissory note due to seller 81,500 Total purchase consideration $ 156,500 |
Schedule of Purchase Prices Allocations | Under the acquisition method of accounting, the total purchase price is allocated to Eagle Rock’s 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 and included in our consolidated balance sheet is as follows: Estimated Fair Value Noncompete Agreement $ 2,400 Goodwill 154,100 Total fair value of assets acquired $ 156,500 |
Weighted-average amortization period for intangible assets acquired | The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below: Weighted-average Assets Amortization Acquired Period (years) Noncompete Agreement 2,400 3 Total identifiable intangible assets $ 2,400 |
BCHC, HCHHA, AKM and SCHC | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The results of operations for BCHC, HCHHA, AKM and SCHC are included in the consolidated statements of operations from the acquisition date of each. The pro forma results of operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisitions occurred at the beginning of the years presented or the results which may occur in the future. The following unaudited pro forma results of operations for the year ended March 31, 2015 assume the BCHC, HCHHA, AKM and SCHC acquisitions had occurred on April 1, 2014: Year Ended (unaudited) Net revenue $ 37,036,240 Net loss $ (2,244,224) Basic and diluted loss per share $ (0.46) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity | The following is a summary of goodwill activity: Balance at January 31, 2014 $ 494,700 Balance at March 31, 2014 $ 494,700 Acquisition of AKM 83,943 Acquisition of SCHC 922,734 Acquisition of BCHC 398,467 Acquisition of HCHHA 268,989 Balance at March 31, 2015 $ 2,168,833 |
Schedule of intangible assets | Intangible assets, net consisted of the following: Weighted- Balance at Additions Balance at Additions Balance at Indefinite -lived assets: Medicare license $ - $ - $ - $ 704,000 $ 704,000 Amortized intangible assets: Exclusivity 4 40,000 - 40,000 - 40,000 Non-compete 4 28,400 - 28,400 157,000 185,400 Payor relationships 5 - - - 107,000 107,000 Network relationships 5 - - - 220,000 220,000 Trade name 5 - - - 257,000 257,000 Totals 68,400 - 68,400 1,445,000 1,513,400 Accumulated amortization (5,973) (2,800) (8,773) (127,370) (136,143) Total intangibles, net $ 62,427 $ (2,800) $ 59,627 $ 1,317,630 $ 1,377,257 |
Schedule of future amortization expense | Future amortization expense is estimated to be as follows for each for the five years ending March 31 thereafter: 2016 $ 186,167 2017 185,001 2018 146,537 2019 114,658 2020 40,894 Total $ 673,257 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following: March 31, March 31, January 31, 2015 2014 2014 Accounts payable $ 1,377,817 $ 819,380 $ 467,636 Physician share of MSSP 62,000 - - Accrued compensation 1,469,132 546,078 452,562 Income taxes payable 185,051 4,149 287 Accrued interest 55,529 19,780 47,722 Accrued professional fees 202,675 52,699 119,453 $ 3,352,204 $ 1,442,086 $ 1,087,660 |
Notes and Lines of Credit Pay26
Notes and Lines of Credit Payable (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Notes Payable [Abstract] | |
Schedule of Notes and lines of credit payable | Notes and lines of credit payable consist of the following: March 31, March 31, January 31, 2015 2014 2014 Term loan payable to NNA due March 28, 2019, net of debt discount of $1,060,401 (March 31, 2015) and $1,305,435 (March 31, 2014) $ 5,467,098 $ 5,694,565 $ - Line of credit payable to NNA due March 28, 2019 1,000,000 - - Unsecured revolving line of credit due to financial institution due June 5, 2016 94,764 94,764 94,764 Medical Clinic Acquisition Promissory Notes - - 272,051 Secured Revolving Credit Facility - - 2,811,878 $ 6,561,862 $ 5,789,329 $ 3,178,693 |
Schedule of Interest Expense Associated with Notes Payable | Interest expense associated with the notes and lines of credit payable consisted of the following: Year Ended March Two Months Ended Year Ended Interest expense $ 595,067 $ 38,260 $ 68,634 Amortization of loan fees and discount 288,054 13,880 161,091 $ 883,121 $ 52,140 $ 229,725 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Convertible Notes [Abstract] | |
Schedule of Long-term Debt Instruments | Convertible notes payable consist of the following: March 31, March 31, January 31, 2015 2014 2014 9% Senior Subordinated Convertible Notes due February 15, 2016, net of debt discount of $62,682 (March 31, 2015), $137,393 (March 31, 2014) and $149,478 (January 31, 2014) $ 1,037,818 $ 962,978 $ 950,522 8% Convertible Note Payable to NNA due March 28, 2019, net of debt discount of $985,255 (March 31, 2015) 1,014,745 - - Conversion feature liability 442,358 - - Other convertible note - - 150,000 $ 2,494,921 $ 962,978 $ 1,100,522 |
Schedule Of Debt Instruments Interest Expense | Interest expense associated with the convertible notes payable consisted of the following: Year Ended March Two Months Ended Year Ended January Interest expense $ 209,369 $ 18,518 $ 218,403 Amortization of loan fees and discount 229,156 24,452 231,055 $ 438,525 $ 42,970 $ 449,458 |
Aggregate maturities of long term debt | Aggregate maturities of long term debt at March 31, 2015, gross of discount and net of conversion feature liability, 2016 $ 1,684,765 2017 490,000 2018 700,000 2019 7,847,500 $ 10,722,265 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income tax provision (benefit) | Income tax provision (benefit) consists of the following: Two Months Year Ended Ended Year Ended March 31, March 31, January 31, 2015 2014 2014 Current Federal $ 147,945 $ - $ - State 67,769 2,866 19,513 215,714 2,866 19,513 Deferred Federal (36,390) 3,855 - State (15,532) 1,099 - (51,922) 4,954 - Provision for income taxes $ 163,792 $ 7,820 $ 19,513 |
Deferred tax assets (liabilities) | Deferred tax assets (liabilities) consist of the following: March 31, March 31, January 31, Current deferred tax assets: State taxes - current 17,062 589 3,808 Stock options 2,177,276 1,675,822 1,649,986 Accrued payroll and related costs 1,529 1,529 1,529 Accrued hospital pool deficit - 28,649 28,649 Other 65,920 - - Net current deferred tax assets before valuation allowance 2,261,787 1,706,589 1,683,972 Valuation Allowance (2,234,631) (1,706,589) (1,683,972) Net current deferred tax assets 27,156 - - - Noncurrent deferred tax (liabilities) assets: Net operating loss carryforward 2,208,522 2,248,422 1,990,962 Property and equipment (3,170) - - Acquired intangible assets (194,883) (4,954) - Other 3,558 8,228 488,704 Net noncurrent deferred tax liabilities before valuation allowance 2,014,027 2,251,696 2,479,666 Valuation Allowance (2,212,398) (2,256,650) (2,479,666) Net noncurrent deferred tax liabilities (198,371) (4,954) - Net deferred tax liabilities $ (171,215) $ (4,954) $ - |
Provision for income taxes | Year Ended Two Months Ended Year Ended March 31, 2015 March 31, 2014 January 31, 2014 Tax provision at U.S. Federal statutory rates 34.0 % 34.0 % 34.0 % State income taxes net of federal benefit (3.2) % (0.4) % (0.3) % Non-deductible permanent items (5.9) % (0.1) % (0.1) % Non-taxable entities (4.3) % 0.3 % - Other 0.5 % (0.1) % 3.2 % Change in valuation allowance (34.9) % (34.8) % (37.2) % Effective income tax rate (13.8) % (1.1) % (0.4) % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Nonvested Share Activity | A summary of the Company’s restricted stock sold to employees, directors and consultants with a right of repurchase of unlapsed or unvested shares is as follows: Weighted Weighted Weighted- Life Intrinsic Grant Date Shares (In years) Value Fair Value Unvested or unlapsed shares at January 31, 2014 101,296 1.5 - $ 4.10 Granted - - - - Vested/lapsed (10,555) - - - Forfeited - - - - Unvested or unlapsed shares, beginning of period at March 31, 2014 90,741 1.3 $ - $ 4.10 Granted - - - - Vested / lapsed (78,519) - - - Forfeited - - - - Unvested or unlapsed shares at March 31, 2015 12,222 0.3 $ 0. 50 $ 4.10 |
Stock Option Transactions Under Stock Option Plans | Stock option activity is summarized below: Shares Weighted Weighted Weighted Balance, January 31, 2014 735,800 $ 1.70 9.0 $ 1.60 Granted - - - - Cancelled (88,767) 2.30 7.9 - Exercised - - - - Expired - - - - Forfeited (18,333) 2.10 8.5 - Balance, March 31, 2014 628,700 $ 2.00 8.7 $ 1.10 Granted 162,000 10.00 - - Cancelled (14,200) - - - Exercised - - - - Expired - - - - Forfeited - - - - Balance, March 31, 2015 776,500 $ 4.69 7.4 $ 1.50 Vested and exercisable, March 31, 2015 658,306 $ 2.20 5.1 $ 2.40 |
Summary of Restricted Stock Award | The following table summarizes the restricted stock award in the ACO Plan: Shares Weighted Weighted Weighted Balance, January 31, 2014 3,752,000 1.0 $ 0.02 $ 0.03 Granted - - - - Released - - - - Balance, March 31, 2014 3,752,000 0.8 $ 0.02 $ 0.03 Granted 184,000 - - 0.77 Released (183,996) - - - Balance, March 31, 2015 3,752,004 0.1 $ 0.70 $ 0.07 Vested and exercisable, March 31, 2015 3,651,675 |
Total Unrecognized Compensation Costs Related To Non-Vested Stock-Based Compensation Arrangements | As of March 31, 2015, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Company’s 2010 and 2013 Equity Plans, and the ACO Plan’s are as follows: Common stock options $ 246,834 Restricted stock $ 72,440 ACO Plan restricted stock $ 27,720 |
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 accompanying consolidated statement of operations as follows: Year Ended Two Months Ended Year Ended Stock-based compensation expense: Cost of services $ 13,376 $ 15,703 $ 616,902 General and administrative 1,245,472 44,484 1,540,955 $ 1,258,848 $ 60,187 $ 2,157,857 |
Warrants Outstanding | Warrants consisted of the following: Weighted Intrinsic Number of Value Warrants Outstanding at January 31, 2014 $ 0.40 314,500 Granted - 400,000 Exercised - - Cancelled - - Outstanding at March 31, 2014 0.20 714,500 Granted - 200,000 Exercised - - Cancelled - - Outstanding at March 31, 2015 $ 0.46 914,500 Weighted Weighted average average Exercise Price Per Warrants remaining Warrants exercise price per Share outstanding contractual life exercisable share $ 1.15 125,000 1.3 125,000 $ 1.15 $ 1.15 25,000 1.3 25,000 $ 1.15 $ 4.50 50,000 1.3 50,000 $ 4.50 $ 5.00 10,000 2.6 10,000 $ 5.00 $ 4.50 82,500 2.8 82,500 $ 4.50 $ 4.00 22,000 2.8 22,000 $ 4.00 $ 10.00 200,000 6.0 - $ 10.00 $ 20.00 200,000 6.0 - $ 20.00 $ 10.00 100,000 6.0 - $ 10.00 $ 10.00 100,000 3.3 100,000 $ 10.00 914,500 4.3 414,500 $ 4.60 |
Amount of Shares of Common Stock Reserved | The amount of shares of common stock reserved for these purposes is as follows at March 31, 2015: Common stock issued and outstanding 4,863,389 Conversion of 9% Notes 275,000 Conversion of 8% Notes 200,000 Warrants outstanding 914,500 Stock options outstanding 776,500 Remaining shares issuable under 2013 Equity Incentive Plan 90,000 7,119,389 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments for Operating Leases | The Company leases its office facilities under non-cancelable operating leases, certain of which contain renewal options. Future minimum rental payments required under the operating leases are as follows: Year ending March 31, 2016 $ 771,754 2017 834,522 2018 916,395 2019 920,630 2020 905,117 Thereafter 2,482,251 Total $ 6,830,669 |
Rent Expense | Rent expense recorded was as follows: Year Ended Two Months Year Ended March 31, March 31, January 31, Rent expense $ 685,579 $ 39,735 $ 210,302 |
Valuation and Qualifying Acco31
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Allowance for doubtful accounts | Allowance for doubtful accounts: Year Ended Two Months Ended Year Ended Balance at beginning of period $ 30,670 $ 50,474 $ 78,822 Charged to operations 64,811 - - Write-off of accounts receivable - (19,804) (28,348) Balance at end of period $ 95,481 $ 30,670 $ 50,474 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Description Of Business [Line Items] | |||
Retained Earnings (Accumulated Deficit), Total | $ (17,537,920) | $ (19,340,521) | $ (16,771,478) |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (8,895) | (271,910) | (1,478,205) |
Cash | 5,014,242 | ||
Long-term Line of Credit | 380,000 | ||
Revolving Credit Facility [Member] | |||
Description Of Business [Line Items] | |||
Long-term Line of Credit | $ 94,764 | $ 94,764 | $ 94,764 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - Related Party [Domain] - Equity Component [Domain] - USD ($) | Dec. 13, 2014 | Nov. 18, 2014 | Oct. 30, 2014 | Jul. 31, 2014 | Mar. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Expected term | 6 years | 6 years | 6 years | 6 years | 7 years | 6 years | |||||
Risk free interest rate | 1.62% | 1.47% | 1.62% | 1.63% | 2.31% | 1.62% | |||||
Expected volatility rate | 62.90% | 62.10% | 62.90% | 63.70% | 71.40% | 62.90% | |||||
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Share Price | $ 3.90 | $ 4.60 | $ 4.30 | $ 5.90 | $ 3.90 | ||||||
Health Care Organization, Patient Service Revenue | $ 20,000 | ||||||||||
non-controlling interest | $ 0 | 725,278 | $ 0 | ||||||||
Financial Liabilities Fair Value Disclosure | 2,586,854 | ||||||||||
Depreciation and Amortization Expense | 516 | $ 207,063 | 25,388 | ||||||||
Percentage of Interest Rate for Certificates | 0.15% | ||||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax | 0 | $ 833,545 | 0 | ||||||||
Deferred Finance Costs, Current, Net | 0 | 513,646 | $ 0 | 97,806 | |||||||
Restricted Cash and Investments, Current, Total | 20,000 | 530,000 | 20,000 | 20,000 | |||||||
Deferred Tax Liabilities, Net | 4,954 | 171,215 | $ 4,954 | 0 | |||||||
Deferred Income Tax Expense (Benefit) | $ 4,954 | $ (51,922) | $ 0 | ||||||||
Convertible Notes Payable [Member] | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||||
2014 NNA Financing | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Expected term | 6 years | 7 years | |||||||||
Risk free interest rate | 1.53% | 2.31% | |||||||||
Expected volatility rate | 57.40% | 71.40% | |||||||||
Expected dividend rate | 0.00% | 0.00% | |||||||||
Share Price | $ 4.50 | $ 5 | $ 4.50 | ||||||||
Percentage For Down round financing | 100.00% | 50.00% | |||||||||
Financial Liabilities Fair Value Disclosure | $ 2,354,624 | $ 2,144,496 | $ 2,354,624 | ||||||||
2014 NNA Financing 8% Convertible Note | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Expected term | 4 years | ||||||||||
Risk free interest rate | 1.10% | ||||||||||
Expected volatility rate | 47.60% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Share Price | $ 5 | ||||||||||
Percentage For Down round financing | 100.00% | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||||
Financial Liabilities Fair Value Disclosure | $ 442,358 | ||||||||||
Maximum | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Management agreement, initial term | 20 years | ||||||||||
Minimum | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Management agreement, initial term | 10 years | ||||||||||
Computer and Software | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||
Furniture and fixtures | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 8 years | ||||||||||
Machinery and Equipment | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||
ApolloMed ACO | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Health Care Organization, Patient Service Revenue | $ 10,980,000 | $ 5,380,000 |
Percentage of Net Revenue and T
Percentage of Net Revenue and Total Accounts Receivable (Detail) | 2 Months Ended | 12 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | ||||
Sales Revenue, Net [Member] | Medicare/Medi-Cal [Member] | ||||||
Accounts Receivable And Net Revenue [Line Items] | ||||||
Concentration Risk, Percentage | 14.30% | 34.80% | [1] | 17.80% | ||
Sales Revenue, Net [Member] | L.A Care [Member] | ||||||
Accounts Receivable And Net Revenue [Line Items] | ||||||
Concentration Risk, Percentage | 12.10% | 13.20% | 0.00% | [1] | ||
Sales Revenue, Net [Member] | Healthnet [Member] | ||||||
Accounts Receivable And Net Revenue [Line Items] | ||||||
Concentration Risk, Percentage | 0.00% | [1] | 12.30% | 0.00% | [1] | |
Sales Revenue, Net [Member] | Hollywood Presbyterian [Member] | ||||||
Accounts Receivable And Net Revenue [Line Items] | ||||||
Concentration Risk, Percentage | 11.80% | 0.00% | [1] | 15.90% | ||
Sales Revenue, Net [Member] | California Hospital [Member] | ||||||
Accounts Receivable And Net Revenue [Line Items] | ||||||
Concentration Risk, Percentage | 11.60% | 0.00% | [1] | 13.90% | ||
Accounts Receivable [Member] | Medicare/Medi-Cal [Member] | ||||||
Accounts Receivable And Net Revenue [Line Items] | ||||||
Concentration Risk, Percentage | 21.70% | 22.10% | 31.50% | |||
[1] | Represents less than 10% |
Property and equipment (Detail)
Property and equipment (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,142,447 | $ 447,862 | $ 438,083 |
Less accumulated depreciation and amortization | (559,977) | (352,914) | (352,398) |
Property and equipment, net | 582,470 | 94,948 | 85,685 |
Website | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 4,568 | 4,568 | 4,568 |
Computers | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 125,478 | 40,397 | 31,010 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 165,439 | 165,439 | 165,439 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 355,988 | 143,920 | 143,920 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 88,939 | 37,394 | 43,366 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 402,035 | $ 56,144 | $ 49,780 |
Medical Payables (Detail)
Medical Payables (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Medical Payables [Line Items] | |||
Balance, beginning of period | $ 285,625 | $ 552,561 | $ 0 |
Incurred health care costs: | |||
Current year | 167,000 | 4,211,231 | 288,601 |
Acquired medical liabilities (see Note 4 ) | 0 | 458,378 | 0 |
Claims paid: | |||
Current year | 0 | (3,245,283) | (2,976) |
Prior years | 0 | (90,367) | 0 |
Total claims paid | 0 | (3,335,650) | (2,976) |
Risk pool settlement | 0 | (384,869) | 0 |
Accrual for net deficit from full risk capitation contracts | 99,936 | 544,041 | 0 |
Adjustments | 0 | (785,143) | 0 |
Balance, end of period | $ 552,561 | $ 1,260,549 | $ 285,625 |
Carrying Amounts and Fair Value
Carrying Amounts and Fair Values of Company's Financial Instruments (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Liabilities | ||
Financial Liabilities Fair Value Disclosure | $ 2,586,854 | |
Fair Value, Inputs, Level 1 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 2,586,854 | |
Warranty Liability | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 2,144,496 | $ 2,354,624 |
Warranty Liability | Fair Value, Inputs, Level 1 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Warranty Liability | Fair Value, Inputs, Level 2 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Warranty Liability | Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 2,144,496 | $ 2,354,624 |
Conversion Feature Liability | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 442,358 | |
Conversion Feature Liability | Fair Value, Inputs, Level 1 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 0 | |
Conversion Feature Liability | Fair Value, Inputs, Level 2 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | 0 | |
Conversion Feature Liability | Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Financial Liabilities Fair Value Disclosure | $ 442,358 |
Summary of Activity of Level 3
Summary of Activity of Level 3 Inputs Measured on Recurring Basis (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Liability incurred (Note 7) | $ 0 | $ 487,620 | $ 50,936 |
Fair Value, Inputs, Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 0 | 2,354,624 | |
Liability incurred (Note 7) | 2,354,624 | 1,065,775 | |
Gain on change in fair value of warrant and conversion feature liability | (833,545) | ||
Ending Balance | 2,354,624 | 2,586,854 | 0 |
Fair Value, Inputs, Level 3 | Warrant Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 0 | 2,354,624 | |
Liability incurred (Note 7) | 2,354,624 | 487,620 | |
Gain on change in fair value of warrant and conversion feature liability | (697,748) | ||
Ending Balance | 2,354,624 | 2,144,496 | 0 |
Fair Value, Inputs, Level 3 | Conversion Feature Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 0 | 0 | |
Liability incurred (Note 7) | 0 | 578,155 | |
Gain on change in fair value of warrant and conversion feature liability | (135,797) | ||
Ending Balance | $ 0 | $ 442,358 | $ 0 |
Computation of Diluted Earnings
Computation of Diluted Earnings Per Share (Detail) - shares | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Incremental shares assumed issued on exercise of in the money | 577,980 | 582,248 | 670,853 |
Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Incremental shares assumed issued on exercise of in the money | 0 | 50,431 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Incremental shares assumed issued on exercise of in the money | 143,550 | 119,430 | 156,202 |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Incremental shares assumed issued on exercise of in the money | 434,430 | 412,387 | 514,651 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Dec. 07, 2013 | Oct. 27, 2014 | Jun. 22, 2014 | May. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 16,000 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 375,000 | ||||||
Revenues, Total | $ 2,336,522 | 32,989,742 | $ 10,484,305 | ||||
Stock-based compensation expense | 60,187 | 1,258,848 | 2,157,857 | ||||
General and Administrative Expense, Total | 826,870 | 11,282,221 | 5,286,610 | ||||
Capital | $ 613,889 | ||||||
Cash Received Monthly | $ 15,000 | ||||||
Description for Purchase Agreement Interest | 51% of the membership interests | ||||||
Business Combination Consideration Transferred Accrued | 125,000 | ||||||
Accounts Payable and Accrued Liabilities, Current, Total | $ 1,442,086 | 3,352,204 | 1,087,660 | ||||
Accounts Payable and Accrued Liabilities | 41,245 | ||||||
Best Choice Hospice Care Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 110,000 | ||||||
Royalty Rate | 1.00% | ||||||
Business Acquisition Working Capital | $ 145,000 | ||||||
Business Acquisition Contingent Payment | 400,000 | ||||||
Business Acquisition Installments Payment | $ 100,000 | ||||||
Discount Rate For Medicare License | 13.00% | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 230,862 | ||||||
Holistic Care Home Health Agency Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 300,000 | ||||||
Royalty Rate | 0.00% | ||||||
Business Acquisition Working Capital | $ 50,000 | ||||||
Business Acquisition Contingent Payment | 150,000 | ||||||
Business Acquisition Installments Payment | $ 75,000 | ||||||
Discount Rate For Medicare License | 16.00% | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 43,286 | ||||||
SCHC | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Share Price | $ 5.40 | ||||||
Business Combination, Consideration Transferred | 2,560,391 | ||||||
Payments to Acquire Businesses, Gross | 2,428,391 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 132,000 | ||||||
Acquisition Of Common Stock And Warrants Description | The purchase price for the shares was (i) $2,000,000 in cash, (ii) $428,391 to pay off and discharge certain indebtedness of SCHC (iii) warrants to purchase up to 100,000 shares of the Companys common stock at an exercise price of $10.00 per share and (iv) a contingent amount of up to $1,000,000 payable, if at all, in cash | ||||||
Fair Value Assumptions, Exercise Price | $ 1 | ||||||
Fair Value Assumptions, Expected Term | 4 years | ||||||
Fair Value Assumptions, Expected Volatility Rate | 54.00% | ||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.35% | ||||||
Business Combination, Contingent Consideration, Liability | $ 1,000,000 | ||||||
Stock-based compensation expense | $ 827,000 | ||||||
Royalty Rate | 1.00% | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||
General and Administrative Expense, Total | $ 124,000 | ||||||
Whittier [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | 7,500 | ||||||
Business Acquisition Promissory Note Monthly Installments | $ 15,000 | ||||||
Business Acquisition Fair Value Of Note Interest Rate | 5.45% | ||||||
Fletcher [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 5,300 | ||||||
Business Acquisition Promissory Note Monthly Installments | $ 15,000 | ||||||
Business Acquisition Fair Value Of Note Interest Rate | 5.30% | ||||||
Business Combination, Consideration Transferred | 148,400 | ||||||
Payments to Acquire Businesses, Gross | 75,000 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 73,400 | ||||||
Eagle Rock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 5,900 | ||||||
Business Acquisition Promissory Note Monthly Installments | $ 10,000 | ||||||
Business Acquisition Fair Value Of Note Interest Rate | 5.46% | ||||||
Business Combination, Consideration Transferred | $ 156,500 | ||||||
Payments to Acquire Businesses, Gross | 75,000 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 81,500 | ||||||
AKM Medical Group, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 280,000 | 516,236 | |||||
Payments to Acquire Businesses, Gross | 140,000 | 140,000 | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 136,822 | 140,000 | |||||
Revenues, Total | 7,149,889 | ||||||
Other Income | (568,269) | ||||||
Costs and Expenses, Related Party | 37,000 | ||||||
HCHHA | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | 321,314 | ||||||
Payments to Acquire Businesses, Gross | 300,000 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 43,286 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | The value of the 3% equity interest in APS was determined by aggregating the fair value of BCHC and HCHHA which are the only assets in APS and applying the 3% ownership interest in APS to the aggregated amount. | ||||||
BCHC | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 1,024,340 | ||||||
Payments to Acquire Businesses, Gross | 900,000 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 230,862 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | The value of the 16% equity interest in APS was determined by aggregating the fair value of BCHC and HCHHA which are the only assets in APS and applying the 16% ownership interest in APS to the aggregated amount. | ||||||
Accounts Payable and Accrued Liabilities, Current, Total | $ 109,848 |
Weighted-Average Amortization P
Weighted-Average Amortization Period for Intangible Assets Acquired (Detail) - USD ($) | Jan. 06, 2014 | Mar. 31, 2015 |
Assets Acquired | $ 2,400 | |
Exclusivity Agreement | ||
Assets Acquired | $ 40,000 | |
Weighted-average Amortization Period (years) | 4 years | |
Noncompete Agreement | ||
Assets Acquired | $ 6,000 | $ 20,000 |
Weighted-average Amortization Period (years) | 3 years | 5 years |
Noncompete Agreement | Eagle Rock [Member] | ||
Assets Acquired | $ 2,400 | |
Weighted-average Amortization Period (years) | 3 years |
Fair Value of Consideration Tra
Fair Value of Consideration Transferred (Detail) - USD ($) | Dec. 07, 2013 | May. 31, 2014 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Fair value of equity consideration | $ 375,000 | ||
BCHC | |||
Business Acquisition [Line Items] | |||
Cash consideration | 900,000 | ||
Fair value of equity consideration | 230,862 | ||
Working capital adjustment paid to seller | (106,522) | ||
Total purchase consideration | 1,024,340 | ||
HCHHA | |||
Business Acquisition [Line Items] | |||
Cash consideration | 300,000 | ||
Fair value of equity consideration | 43,286 | ||
Working capital adjustment paid to seller | (21,972) | ||
Total purchase consideration | 321,314 | ||
AKM | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 140,000 | 140,000 | |
Fair value of equity consideration | 136,822 | 140,000 | |
Working capital adjustment paid to seller | 236,236 | ||
Total purchase consideration | $ 280,000 | 516,236 | |
SCHC | |||
Business Acquisition [Line Items] | |||
Cash consideration | 2,428,391 | ||
Fair value of equity consideration | 132,000 | ||
Total purchase consideration | 2,560,391 | ||
Fletcher | |||
Business Acquisition [Line Items] | |||
Cash consideration | 75,000 | ||
Fair value of equity consideration | 73,400 | ||
Total purchase consideration | $ 148,400 | ||
Eagle Rock | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 75,000 | ||
Fair value of equity consideration | 81,500 | ||
Total purchase consideration | $ 156,500 |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocations (Detail) - Mar. 31, 2015 - USD ($) | Total |
Business Acquisition [Line Items] | |
Holdback consideration | $ 375,000 |
BCHC | |
Business Acquisition [Line Items] | |
Property and equipment | 7,130 |
Total assets acquired | 1,268,277 |
Cash and cash equivalents | 77,020 |
Accounts receivable | 253,193 |
Prepaid expenses and other current assets | 467 |
Identifiable intangible assets | 532,000 |
Goodwill | 398,467 |
Accounts payable and accrued liabilities | 243,937 |
Total liabilities assumed | 243,937 |
Net assets acquired | 1,024,340 |
SCHC | |
Business Acquisition [Line Items] | |
Cash consideration | 2,428,391 |
Holdback consideration | 132,000 |
Total consideration | 2,560,391 |
Property and equipment | 607,315 |
Goodwill | 922,734 |
Total assets acquired | 3,177,989 |
Cash and cash equivalents | 264,601 |
Accounts receivable | 750,433 |
Prepaid expenses and other current assets | 82,430 |
Identifiable intangible assets | 416,000 |
Accounts payable and accrued liabilities | 134,426 |
Other assets | 66,762 |
Note payable to financial institution | 463,582 |
Deferred tax liability | 19,590 |
Receivable from affiliate | 67,714 |
Total liabilities assumed | 617,598 |
Net assets acquired | 2,560,391 |
HCHHA | |
Business Acquisition [Line Items] | |
Property and equipment | 3,035 |
Total assets acquired | 668,536 |
Cash and cash equivalents | (37,087) |
Accounts receivable | 149,599 |
Identifiable intangible assets | 284,000 |
Goodwill | 268,989 |
Accounts payable and accrued liabilities | 232,570 |
Deferred tax liability | 114,652 |
Total liabilities assumed | 347,222 |
Net assets acquired | 321,314 |
AKM | |
Business Acquisition [Line Items] | |
Identifiable intangible assets | 213,000 |
Revised Fair Value | AKM | |
Business Acquisition [Line Items] | |
Cash consideration | 140,000 |
Holdback consideration | 376,236 |
Total consideration | 516,236 |
Cash and cash equivalents | 356,359 |
Accounts receivable | 31,193 |
Prepaid expenses and other current assets | 26,311 |
Identifiable intangible assets | 213,000 |
Goodwill | 83,943 |
Marketable securities | 389,094 |
Accounts payable and accrued liabilities | (40,439) |
Deferred tax liability | (84,847) |
Medical payables | (458,378) |
Net assets acquired | 516,236 |
Revised Fair Value | Whittier [Member] | |
Business Acquisition [Line Items] | |
Cash consideration | 100,000 |
Holdback consideration | 145,000 |
Total consideration | 245,000 |
Property and equipment | 10,000 |
Exclusivity Agreement | 40,000 |
Noncompete Agreement | 20,000 |
Goodwill | 175,000 |
Total assets acquired | $ 245,000 |
Allocation of Total Purchase Pr
Allocation of Total Purchase Price (Detail) - USD ($) | Mar. 31, 2015 | Jan. 06, 2014 | Dec. 07, 2013 |
SCHC | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 922,734 | ||
Total fair value of assets acquired | 3,177,989 | ||
Holistic Care Home Health Agency Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total fair value of assets acquired | $ 668,536 | ||
Fletcher | |||
Business Acquisition [Line Items] | |||
Property and equipment | $ 10,000 | ||
Noncompete Agreement | 6,000 | ||
Goodwill | 132,400 | ||
Total fair value of assets acquired | $ 148,400 | ||
Eagle Rock | |||
Business Acquisition [Line Items] | |||
Noncompete Agreement | $ 2,400 | ||
Goodwill | 154,100 | ||
Total fair value of assets acquired | $ 156,500 |
Intangible Assets Acquired (Det
Intangible Assets Acquired (Detail) - Mar. 31, 2015 - USD ($) | Total |
BCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 532,000 |
HCHHA | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 284,000 |
SCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 416,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
AKM Medical Group, Inc [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 213,000 |
Medicare license | BCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 462,000 |
Finite Lived Intangible Asset Useful Life Term | Indefinite |
Medicare license | HCHHA | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 242,000 |
Finite Lived Intangible Asset Useful Life Term | Indefinite |
Medicare license | SCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 220,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Trade name | BCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 51,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Trade name | HCHHA | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 38,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Trade name | SCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 102,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Trade name | AKM Medical Group, Inc [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 66,000 |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Non-compete agreements | BCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 19,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Non-compete agreements | HCHHA | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 4,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Non-compete agreements | SCHC | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 94,000 |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Non-compete agreements | AKM Medical Group, Inc [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 40,000 |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Payer relationships [Member] | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Payer relationships [Member] | AKM Medical Group, Inc [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 107,000 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Pro Forma Results Of Medical Cl
Pro Forma Results Of Medical Clinic Acquisition (Detail) - 12 months ended Mar. 31, 2015 - USD ($) | Total |
Business Acquisition [Line Items] | |
Net revenue | $ 37,036,240 |
Net loss | $ (2,244,224) |
Basic and diluted loss per share | $ (0.46) |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | |
Finite Lived Intangible Assets Accumulated Amortization Addition | $ 2,800 | $ 127,370 | $ 2,800 | $ 5,973 |
Summary of Goodwill Activity (D
Summary of Goodwill Activity (Detail) | 12 Months Ended |
Mar. 31, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill - beginning of year | $ 494,700 |
Goodwill - end of year | 2,168,833 |
Acquisition of AKM | |
Goodwill [Line Items] | |
Acquisition | 83,943 |
Acquisition of SCHC | |
Goodwill [Line Items] | |
Acquisition | 922,734 |
Acquisition of BCHC | |
Goodwill [Line Items] | |
Acquisition | 398,467 |
Acquisition of HCHHA | |
Goodwill [Line Items] | |
Acquisition | $ 268,989 |
Schedule of intangible assets (
Schedule of intangible assets (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Beginning Balance | $ 68,400 | $ 68,400 | ||
Intangible assets, Addition | 1,445,000 | |||
Intangible assets, Ending Balance | 68,400 | 1,513,400 | $ 68,400 | $ 68,400 |
Accumulated amortization, Beginning Balance | (5,973) | (8,773) | ||
Accumulated amortization, Additions | (2,800) | (127,370) | (2,800) | (5,973) |
Accumulated amortization, Ending Balance | (8,773) | (136,143) | (8,773) | (5,973) |
Total other intangibles, net, Beginning Balance | 62,427 | 59,627 | ||
Total other intangibles, net, Additions | (2,800) | 1,317,630 | ||
Total other intangibles, net, Ending Balance | 59,627 | 1,377,257 | 59,627 | 62,427 |
Medicare license | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-Lived Intangible Assets, Begining Balance | 0 | 0 | ||
Indefinite Lived Intangible Assets Addition | 704,000 | |||
Indefinite-Lived Intangible Assets, Ending Balance | 0 | $ 704,000 | 0 | 0 |
Exclusivity | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average life (Yrs) | 4 years | |||
Finite-Lived Intangible assets, Beginning Balance | 40,000 | $ 40,000 | ||
Intangible assets, Addition | $ 0 | |||
Finite-Lived Intangible assets, Ending Balance | 40,000 | 40,000 | 40,000 | |
Non-compete | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average life (Yrs) | 4 years | |||
Finite-Lived Intangible assets, Beginning Balance | 28,400 | $ 28,400 | ||
Intangible assets, Addition | 157,000 | |||
Finite-Lived Intangible assets, Ending Balance | 28,400 | $ 185,400 | 28,400 | 28,400 |
Payor relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average life (Yrs) | 5 years | |||
Finite-Lived Intangible assets, Beginning Balance | 0 | $ 0 | ||
Intangible assets, Addition | 107,000 | |||
Finite-Lived Intangible assets, Ending Balance | 0 | $ 107,000 | 0 | 0 |
Network relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average life (Yrs) | 5 years | |||
Finite-Lived Intangible assets, Beginning Balance | 0 | $ 0 | ||
Intangible assets, Addition | 220,000 | |||
Finite-Lived Intangible assets, Ending Balance | 0 | $ 220,000 | 0 | 0 |
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average life (Yrs) | 5 years | |||
Finite-Lived Intangible assets, Beginning Balance | 0 | $ 0 | ||
Intangible assets, Addition | 257,000 | |||
Finite-Lived Intangible assets, Ending Balance | $ 0 | $ 257,000 | $ 0 | $ 0 |
Schedule of future amortization
Schedule of future amortization expense (Detail) | Mar. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 186,167 |
2,017 | 185,001 |
2,018 | 146,537 |
2,019 | 114,658 |
2,020 | 40,894 |
Total | $ 673,257 |
Accounts Payable and Accrued 51
Accounts Payable and Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Account Payable And Accrued Liabilities [Line Items] | |||
Accounts payable | $ 1,377,817 | $ 819,380 | $ 467,636 |
Physician share of MSSP | 62,000 | 0 | 0 |
Accrued compensation | 1,469,132 | 546,078 | 452,562 |
Income taxes payable | 185,051 | 4,149 | 287 |
Accrued interest | 55,529 | 19,780 | 47,722 |
Accrued professional fees | 202,675 | 52,699 | 119,453 |
Accounts payable and accrued liabilities | $ 3,352,204 | $ 1,442,086 | $ 1,087,660 |
Notes and Lines of Credit Pay52
Notes and Lines of Credit Payable - Additional Information (Detail) - USD ($) | Dec. 13, 2014 | Jan. 06, 2014 | Dec. 07, 2013 | Sep. 01, 2013 | Nov. 18, 2014 | Oct. 30, 2014 | Jul. 31, 2014 | Mar. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 20, 2013 |
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility amount outstanding | $ 380,000 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 1,305,435 | 1,060,401 | $ 1,305,435 | |||||||||||
Amortization Of Debt Discount Premium | 19,406 | 400,394 | $ 136,751 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.62% | 1.47% | 1.62% | 1.63% | 2.31% | 1.62% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 62.90% | 62.10% | 62.90% | 63.70% | 71.40% | 62.90% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 10 | $ 10 | $ 10 | $ 10 | $ 4.50 | $ 10 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||
Stock Issued During Period Value For Financing | 868,236 | |||||||||||||
Discount On Shares Issuance | 1,100,261 | 0 | 0 | |||||||||||
Discount On Term Loan | 1,254,363 | 0 | 0 | |||||||||||
Fair Value Of Warrant Liabilities | 2,354,624 | $ 0 | 0 | |||||||||||
Expected term | 6 years | 6 years | 6 years | 6 years | 7 years | 6 years | ||||||||
Warrants To Purchase Common Stock | 30,000 | |||||||||||||
Proceeds from Lines of Credit | 7,000,000 | $ 1,000,000 | 2,811,878 | |||||||||||
Los Angeles Lung Center [Member] | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility amount outstanding | 230,000 | |||||||||||||
Proceeds from Lines of Credit | 0 | |||||||||||||
Bay Area Hospitalist Associates [Member] | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility amount outstanding | 150,000 | |||||||||||||
Proceeds from Lines of Credit | 0 | |||||||||||||
2014 NNA Financing | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Amortization Of Debt Discount Premium | 20,930 | |||||||||||||
Related Party Costs | 235,119 | |||||||||||||
Deferred Finance Costs Net | 150,101 | |||||||||||||
Proceeds From Issuance Of Debt Instruments On Fair Value | $ 9,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.31% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 71.40% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 4.50 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 50.00% | |||||||||||||
Stock Issued During Period Value For Financing | $ 899,739 | |||||||||||||
Discount On Shares Issuance | 1,100,261 | |||||||||||||
Discount On Term Loan | 1,254,363 | |||||||||||||
Fair Value Of Warrant Liabilities | $ 2,354,624 | |||||||||||||
Expected term | 7 years | |||||||||||||
Amortization Of Debt Discount | $ 51,072 | |||||||||||||
Amortization Of Debt Discount Premium Related To Equity | 7,998 | |||||||||||||
Term Loan Value Under Agreement | $ 5,745,637 | |||||||||||||
NNA | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Term Loan accrued interest | 8.00% | |||||||||||||
Investment Agreement | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Warrants To Purchase Common Stock | 200,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | |||||||||||||
Pledge and Security Agreement | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Securities Owned and Pledged as Collateral, Description | Pledged interests as of the date of the Pledge and Security Agreement include 100% of AMM, PCCM, VMM common stock and 72.77% of ApolloMed ACO common stock. | |||||||||||||
Medical Clinic Acquisition Promissory Notes | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Debt Instrument, Payment Terms (Months) | Five | eight | ten | |||||||||||
Business Acquisition Fair Value Of Note Interest Rate | 5.30% | 5.46% | 5.45% | |||||||||||
Debt Instrument, Periodic Payment | $ 15,000 | $ 10,000 | $ 15,000 | |||||||||||
Revolving Credit Facility | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Revolving line of credit carrying amount | 100,000 | $ 100,000 | 100,000 | 100,000 | ||||||||||
Line of credit facility amount outstanding | $ 94,764 | $ 94,764 | 94,764 | $ 94,764 | ||||||||||
Line of credit facility, interest rate description | prime rate (as defined) plus 4.50% (7.75% per annum at March 31, 2015, 7.75% per annum at March 31, 2014 at 7.75% at January 31, 2014) | |||||||||||||
Line of credit facility, frequency of payment and payment terms | interest only is payable monthly, and the line of credit matures June 5, 2016 | |||||||||||||
Proceeds from Lines of Credit | $ 1,000,000 | $ 0 | ||||||||||||
Revolving Credit Facility | Maximum | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 4,000,000 | |||||||||||||
Revolving Credit Facility | Minimum | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | |||||||||||||
Convertible Notes Payable | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Debt, interest rate | 8.00% | |||||||||||||
Debt, maturity date | Mar. 28, 2019 | |||||||||||||
Debt Instrument, Fee Amount | $ 2,000,000 | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Company may redeem amounts outstanding under the Convertible Note on 60 days’ prior notice to NNA. | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | |||||||||||||
NNA Warrants | Investment Agreement | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Warrants To Purchase Common Stock | 300,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||||||||
Senior secured note | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility amount outstanding | $ 1,000,000 | |||||||||||||
Senior secured note | Amended | SpaGus | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Debt, interest rate | 8.00% | |||||||||||||
Senior notes | $ 500,000 | |||||||||||||
Proceeds from Issuance of Debt | 230,000 | |||||||||||||
Term Loan | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 7,000,000 | |||||||||||||
Repayment of first year term loan | 87,500 | |||||||||||||
Repayment of second year term loan | 122,500 | |||||||||||||
Repayment of third year term loan | 122,500 | |||||||||||||
Repayment of fourth year term loan | 175,000 | |||||||||||||
Repayment of fifth year term loan | 210,000 | |||||||||||||
Debt Instrument, Unamortized Discount | 1,305,435 | |||||||||||||
Debt Instrument, Fee Amount | $ 80,000 | |||||||||||||
Revolving Loan [Member] | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Line of credit facility amount outstanding | $ 1,000,000 | |||||||||||||
Line of credit facility, interest rate description | three month LIBOR plus 6.0% | |||||||||||||
Term Loan And Revolving Loan [Member] | ||||||||||||||
Senior Secured Note [Line Items] | ||||||||||||||
Debt, maturity date | Mar. 28, 2019 | |||||||||||||
Line of Credit Facility, Expiration Date | Mar. 28, 2019 |
Notes and Lines of Credit Pay53
Notes and Lines of Credit Payable (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Senior Secured Note [Line Items] | |||
Notes and Loans Payable | $ 6,561,862 | $ 5,789,329 | $ 3,178,693 |
Revolving Credit Facility [Member] | |||
Senior Secured Note [Line Items] | |||
Notes and Loans Payable | 94,764 | 94,764 | 94,764 |
Secured Revolving Credit Facility [Member] | |||
Senior Secured Note [Line Items] | |||
Notes and Loans Payable | 0 | 0 | 2,811,878 |
Medical Clinic Acquisition Promissory Notes [Member] | |||
Senior Secured Note [Line Items] | |||
Notes and Loans Payable | 0 | 0 | 272,051 |
Loans Payable [Member] | |||
Senior Secured Note [Line Items] | |||
Notes and Loans Payable | 5,467,098 | 5,694,565 | 0 |
Line of Credit [Member] | |||
Senior Secured Note [Line Items] | |||
Notes and Loans Payable | $ 1,000,000 | $ 0 | $ 0 |
Notes and Lines of Credit Pay54
Notes and Lines of Credit Payable (Parenthetical) (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Debt Instrument [Line Items] | ||
Debt discount | $ 1,060,401 | $ 1,305,435 |
Interest Expense Associated wit
Interest Expense Associated with Notes Payable (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Associated of Interest Expense [Line Items] | |||
Interest expense | $ 184,578 | $ 1,326,407 | $ 679,184 |
Notes Payable | |||
Associated of Interest Expense [Line Items] | |||
Interest expense | 38,260 | 595,067 | 68,634 |
Amortization of loan fees and discount | 13,880 | 288,054 | 161,091 |
Interest expense, debt | $ 52,140 | $ 883,121 | $ 229,725 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Detail) - Financial Instruments [Domain] - Short-Term Debt, Type [Domain] - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||
Jul. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 13, 2014 | Nov. 18, 2014 | Oct. 30, 2014 | |
Debt conversion description [Line Items] | ||||||||
Debt Instrument, Unamortized Discount | $ 1,305,435 | $ 1,060,401 | ||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 0 | $ 578,155 | $ 0 | |||||
Share Price | $ 5.90 | $ 3.90 | $ 3.90 | $ 4.60 | $ 4.30 | |||
9% Senior Subordinated Convertible Notes due February 15, 2016 | ||||||||
Debt conversion description [Line Items] | ||||||||
Convertible notes payable, interest payment terms | If the Average Daily Value of Trades (ADVT) during the prior 90 days as reported by Bloomberg is greater than $100,000, the 9% Notes are callable at a price of 105% of the 9% Notes par value, and if the ADVT is less than $100,000, the 9% Notes are callable at a price of 110% of the 9% Notes par value. | |||||||
Debt conversion, price per share of common stock | $ 4 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | |||||||
Debt Instrument, Unamortized Discount | $ 137,393 | $ 62,682 | $ 149,478 | |||||
Convertible notes, interest rate | 9.00% | |||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.70% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 36.70% | |||||||
Notes Payable, Fair Value Disclosure | $ 186,897 | |||||||
NNA Financing 8 Convertible Note | ||||||||
Debt conversion description [Line Items] | ||||||||
Debt conversion, price per share of common stock | $ 10 | |||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 2,000,000 | |||||||
Proceeds from Issuance of Debt | 2,000,000 | |||||||
Debt Instrument, Unamortized Discount | $ 1,065,775 | |||||||
Convertible notes, interest rate | 8.00% | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 578,155 | |||||||
Fair Value Assumptions, Expected Term | 4 years | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.10% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 47.60% | |||||||
Share Price | $ 4.25 | |||||||
NNA Financing 8 Convertible Note | Common Stock [Member] | ||||||||
Debt conversion description [Line Items] | ||||||||
Percentage For Down round financing | 100.00% | |||||||
NNA Financing 8 Convertible Note | Warrant | ||||||||
Debt conversion description [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 100,000 | |||||||
NNA 8 Convertible Notes | ||||||||
Debt conversion description [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||
Fair Value Assumptions, Expected Term | 6 years | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.50% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 57.40% | |||||||
Share Price | $ 4.25 | |||||||
Stock Issued | $ 100,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Debt Instrument [Line Items] | |||
Convertible Notes Payable | $ 2,494,921 | $ 962,978 | $ 1,100,522 |
9% Senior Subordinated Convertible Notes due February 15, 2016 | |||
Debt Instrument [Line Items] | |||
Convertible Notes Payable | 1,037,818 | 962,978 | 950,522 |
Other convertible note | |||
Debt Instrument [Line Items] | |||
Convertible Notes Payable | 0 | 0 | 150,000 |
8% Convertible Note Payable to NNA due March 28, 2019 | |||
Debt Instrument [Line Items] | |||
Convertible Notes Payable | 1,014,745 | 0 | 0 |
Conversion Feature Liability [Member] | |||
Debt Instrument [Line Items] | |||
Convertible Notes Payable | $ 442,358 | $ 0 | $ 0 |
Convertible Notes Payable (Pare
Convertible Notes Payable (Parenthetical) (Detail) - USD ($) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 | |
Debt Instrument [Line Items] | |||
Debt discount | $ 1,060,401 | $ 1,305,435 | |
9% Senior Subordinated Convertible Notes due February 15, 2016 | |||
Debt Instrument [Line Items] | |||
Debt, interest rate | 9.00% | ||
Debt discount | $ 62,682 | $ 137,393 | $ 149,478 |
Debt instrument, maturity date | Feb. 15, 2016 | ||
8% Convertible Note Payable to NNA due March 28, 2019 | |||
Debt Instrument [Line Items] | |||
Debt, interest rate | 8.00% | ||
Debt discount | $ 985,255 |
Interest Expense on Convertible
Interest Expense on Convertible Notes (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Schedule Of Debt Instrument Interest Expense [Line Items] | |||
Interest expense | $ 184,578 | $ 1,326,407 | $ 679,184 |
Convertible Notes Payable | |||
Schedule Of Debt Instrument Interest Expense [Line Items] | |||
Interest expense | 18,518 | 209,369 | 218,403 |
Amortization of loan fees and discount | 24,452 | 229,156 | 231,055 |
Interest expense, debt | $ 42,970 | $ 438,525 | $ 449,458 |
Aggregate maturities of long te
Aggregate maturities of long term (Detail) | Mar. 31, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | $ 1,684,765 |
2,017 | 490,000 |
2,018 | 700,000 |
2,019 | 7,847,500 |
Total Long-term Debt | $ 10,722,265 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
NOL carry forward | $ (2,248,422) | $ (2,208,522) | $ (1,990,962) |
Valuation Allowance | $ 3,963,239 | $ 4,447,029 | $ 4,163,638 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | 34.00% |
Fedaral [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry forward | $ 6,600,000 | ||
California [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry forward | $ 6,600,000 | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss CarryForwards Expiration Period | 2,026 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss CarryForwards Expiration Period | 2,035 |
Income tax provision (benefit)
Income tax provision (benefit) (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Current | |||
Federal | $ 0 | $ 147,945 | $ 0 |
State | 2,866 | 67,769 | 19,513 |
Current Income Tax Expense (Benefit) | 2,866 | 215,714 | 19,513 |
Deferred | |||
Federal | 3,855 | (36,390) | 0 |
State | 1,099 | (15,532) | 0 |
Deferred Income Tax Expense (Benefit) | 4,954 | (51,922) | 0 |
Provision for income taxes | $ 7,820 | $ 163,792 | $ 19,513 |
Deferred tax assets (liabilitie
Deferred tax assets (liabilities) (Detail) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Current deferred tax assets: | |||
State taxes - current | $ 17,062 | $ 589 | $ 3,808 |
Stock options | 2,177,276 | 1,675,822 | 1,649,986 |
Accrued payroll and related costs | 1,529 | 1,529 | 1,529 |
Accrued hospital pool deficit | 0 | 28,649 | 28,649 |
Other | 65,920 | 0 | 0 |
Net current deferred tax assets before valuation allowance | 2,261,787 | 1,706,589 | 1,683,972 |
Valuation Allowance | (2,234,631) | (1,706,589) | (1,683,972) |
Net current deferred tax assets | 27,156 | 0 | 0 |
Noncurrent Deferred Tax Assets And Liabilities Abstract [Abstract] | |||
Net operating loss carryforward | 2,208,522 | 2,248,422 | 1,990,962 |
Property and equipment | (3,170) | 0 | 0 |
Acquired intangible assets | (194,883) | (4,954) | 0 |
Other | 3,558 | 8,228 | 488,704 |
Net noncurrent deferred tax liabilities before valuation allowance | 2,014,027 | 2,251,696 | 2,479,666 |
Valuation Allowance | (2,212,398) | (2,256,650) | (2,479,666) |
Net noncurrent deferred tax liabilities | (198,371) | (4,954) | 0 |
Net deferred tax liabilities | $ 171,215 | $ 4,954 | $ 0 |
Provision for Income Taxes (Det
Provision for Income Taxes (Detail) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Provision For Income Tax [Line Items] | |||
Tax provision at U.S. Federal statutory rates | 34.00% | 34.00% | 34.00% |
State income taxes net of federal benefit | (0.40%) | (3.20%) | (0.30%) |
Non-deductible permanent items | (0.10%) | (5.90%) | (0.10%) |
Non-taxable entities | 0.30% | (4.30%) | 0.00% |
Other | (0.10%) | 0.50% | 3.20% |
Change in valuation allowance | (34.80%) | (34.90%) | (37.20%) |
Effective income tax rate | (1.10%) | (13.80%) | (0.40%) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - Major Types of Debt and Equity Securities [Domain] - USD ($) | Dec. 13, 2014 | Apr. 24, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Nov. 18, 2014 | Oct. 30, 2014 | Oct. 23, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Mar. 28, 2014 | Oct. 18, 2012 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | Jul. 21, 2014 | Apr. 29, 2013 |
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Equity incentive plan, shares available for future grant | 90,000 | 90,000 | |||||||||||||||||
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||
Share price | $ 3.90 | $ 3.90 | $ 4.60 | $ 4.30 | $ 5.90 | $ 3.90 | |||||||||||||
Exercise price | $ 10 | 10 | $ 10 | $ 10 | $ 10 | $ 4.50 | $ 10 | ||||||||||||
Expected term | 6 years | 6 years | 6 years | 6 years | 7 years | 6 years | |||||||||||||
Expected volatility rate | 62.90% | 62.10% | 62.90% | 63.70% | 71.40% | 62.90% | |||||||||||||
Risk free interest rate | 1.62% | 1.47% | 1.62% | 1.63% | 2.31% | 1.62% | |||||||||||||
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||
Price Per Share Level For Future Issuance Of Common Shares | $ 9 | ||||||||||||||||||
Percentage For Down Round Finance | 50.00% | ||||||||||||||||||
Percentage For Liquidated Damages Equal Of Purchase Price | 1.50% | ||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 10,000 | 10,000 | 7,500 | 0 | 1,500 | 0 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 1.50 | $ 1.80 | $ 1.70 | $ 2.80 | $ 0 | $ 1.50 | $ 0 | ||||||||||||
Payments for repurchase of common stock | $ 0 | $ 500 | $ 0 | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 10 | |||||||||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | |||||||||||||||||
Sharebased Compensation Arrangement By Sharebased Payment Award Options Vested and Expected To Vest Outstanding Weighted Average Remaining Contractual Term 1 | 5 years 1 month 6 days | ||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Share price | 3.46 | $ 4 | 3.46 | ||||||||||||||||
Exercise price | $ 3.40 | $ 3.40 | $ 3.40 | $ 10 | $ 9 | $ 10 | $ 3.40 | ||||||||||||
Expected term | 6 years | 6 years | 6 years | 6 years | 6 years | ||||||||||||||
Expected volatility rate | 62.10% | 62.10% | 62.10% | 62.10% | 62.90% | ||||||||||||||
Risk free interest rate | 1.48% | 1.48% | 1.48% | 1.47% | 1.62% | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 30,500 | 30,500 | 30,500 | 6,000 | 40,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10 | $ 10 | $ 10 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.10 | $ 1.10 | $ 1.10 | $ 1.20 | $ 1.60 | ||||||||||||||
Sharebased Compensation Arrangement By Sharebased Payment Award Options Vested and Expected To Vest Outstanding Weighted Average Remaining Contractual Term 1 | 3 years | 3 years | |||||||||||||||||
Southern California Heart Centers, A Medical Corporation [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||||||||||||
Monte Carlo method | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Expected dividend rate | 0.00% | ||||||||||||||||||
Equity and Debt Financing | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | 100,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | |||||||||||||||||
Equity and Debt Financing | NNA of Nevada, Inc | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Restricted shares granted to agent | 200,000 | ||||||||||||||||||
Share price | $ 10 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | ||||||||||||||||||
Class Of Warrant Or Right Price Per Share | $ 4.50 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||||||||||||||
Equity and debt investment | $ 12,000,000 | ||||||||||||||||||
Private Placement | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Restricted shares granted to agent | 18,250 | ||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 730,000 | ||||||||||||||||||
Note warrant | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | 200,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | |||||||||||||||||
Placement agent warrants | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | 200,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | $ 20 | |||||||||||||||||
Common Stock | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Restricted shares granted to agent | 182,500 | ||||||||||||||||||
Maximum | Equity and Debt Financing | NNA of Nevada, Inc | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Warrants and Rights Outstanding | 900,000 | ||||||||||||||||||
Minimum | Equity and Debt Financing | NNA of Nevada, Inc | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Warrants and Rights Outstanding | $ 868,236 | ||||||||||||||||||
9% Notes Payable | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Convertible notes, interest rate | 9.00% | 9.00% | |||||||||||||||||
Raouf Khalil | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Repurchase of common stock, shares | 50,000 | ||||||||||||||||||
Payments for repurchase of common stock | $ 10,000 | ||||||||||||||||||
Restricted Stock | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 56,500 | ||||||||||||||||||
2010 Equity Incentive Plan | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Issuance of common stock for services (shares) | 1,200,000 | ||||||||||||||||||
2012 Equity Incentive Plan | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Equity incentive plan, additional shares authorized for issuance | 9,000,000 | ||||||||||||||||||
2013 Equity Incentive Plan | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Equity incentive plan, shares authorized for issuance | 500,000 | ||||||||||||||||||
Equity incentive plan, shares available for future grant | 48,600 | 48,600 | |||||||||||||||||
ApolloMed Accountable Care Organization Inc [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days |
Summary of Company's Restricted
Summary of Company's Restricted Stock (Detail) - $ / shares | Dec. 13, 2014 | Nov. 18, 2014 | Oct. 30, 2014 | Jul. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ||||||||
Unvested or unlapsed shares, Shares | 101,296 | 90,741 | ||||||
Granted, Shares | 10,000 | 10,000 | 7,500 | 0 | 1,500 | 0 | ||
Vested / lapsed, Shares | (10,555) | (78,519) | ||||||
Forfeited, Shares | 0 | 0 | ||||||
Unvested or unlapsed shares, Shares | 90,741 | 12,222 | 101,296 | |||||
Unvested or unlapsed shares, Average Life (In Years) | 1 year 3 months 18 days | 3 months 18 days | 1 year 6 months | |||||
Granted, Average Life (In Years) | ||||||||
Vested / lapsed, Average Life (In Years) | ||||||||
Forfeited, Average Life (In Years) | ||||||||
Unvested or unlapsed shares, Average Intrinsic Value | $ 0 | $ 0 | ||||||
Granted, Average Intrinsic Value | 0 | 0 | ||||||
Vested / lapsed, Average Intrinsic Value | 0 | 0 | ||||||
Forfeited, Average Intrinsic Value | 0 | 0 | ||||||
Unvested or unlapsed shares, Average Intrinsic Value | 0 | 0.50 | $ 0 | |||||
Unvested or unlapsed shares, Fair Value | 4.1 | 4.1 | ||||||
Granted, Fair Value | 0 | 0 | ||||||
Vested / lapsed, Fair Value | $ 1.50 | $ 1.80 | $ 1.70 | $ 2.80 | 0 | $ 1.50 | 0 | |
Forfeited, Fair Value | 0 | 0 | ||||||
Unvested or unlapsed shares, Fair Value | $ 4.1 | $ 4.1 | $ 4.1 |
Stock Option Activity (Detail)
Stock Option Activity (Detail) - $ / shares | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Shares | |||
Beginning balance | 735,800 | 628,700 | |
Granted | 0 | 162,000 | |
Cancelled | (88,767) | (14,200) | |
Exercised | 0 | 0 | |
Expired | 0 | 0 | |
Forfeited | (18,333) | 0 | |
Ending balance | 628,700 | 776,500 | 735,800 |
Vested and exercisable | 658,306 | ||
Weighted Average Per Share Exercise Price | |||
Beginning balance | $ 1.7 | $ 2 | |
Granted | 0 | 10 | |
Cancelled | 2.3 | 0 | |
Exercised | 0 | 0 | |
Expired | 0 | 0 | |
Forfeited | 2.1 | 0 | |
Ending balance | $ 2 | 4.69 | $ 1.7 |
Vested and exercisable | $ 2.2 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Remaining Contractual Term Abstract | |||
Balance | 8 years 8 months 12 days | 7 years 4 months 24 days | 9 years |
Granted | |||
Cancelled | 7 years 10 months 24 days | ||
Exercised | |||
Expired | |||
Forfeited | 8 years 6 months | ||
Vested and exercisable | 5 years 1 month 6 days | ||
Weighted Average Per Share Intrinsic Value | |||
Beginning Balance | $ 1.60 | $ 1.10 | |
Granted | 0 | 0 | |
Cancelled | 0 | 0 | |
Exercised | 0 | 0 | |
Expired | 0 | 0 | |
Forfeited | 0 | 0 | |
Ending balance | $ 1.10 | 1.50 | $ 1.60 |
Vested and exercisable | $ 2.40 |
Summary of Restricted Stock Awa
Summary of Restricted Stock Award (Detail) - $ / shares | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items] | |||
Shares,Balance, Beginning | 3,752,000 | 3,752,000 | |
Shares,Granted | 0 | 184,000 | |
Shares,Released | 0 | (183,996) | |
Shares,Balance, Ending | 3,752,000 | 3,752,004 | 3,752,000 |
Vested and exercisable | 3,651,675 | ||
Balance, Weighted Average Remaining Vesting Life (Years) | 9 months 18 days | 1 month 6 days | 1 year |
Balance, Weighted Average Remaining Vesting Life, Granted | |||
Balance, Weighted Average Remaining Vesting Life, Released | |||
Weighted Average Per Share Intrinsic Value, Balance, Beginning | $ 0.02 | $ 0.02 | |
Weighted Average Per Share Intrinsic Value, Granted | 0 | 0 | |
Weighted Average Per Share Intrinsic Value, Released | 0 | 0 | |
Weighted Average Per Share Intrinsic Value, Balance, Ending | 0.02 | 0.70 | $ 0.02 |
Weighted Average Per Share Fair Value, Balance, Beginning | 0.03 | 0.03 | |
Weighted Average Per Share Fair Value, Granted | 0 | 0.77 | |
Weighted Average Per Share Fair Value, Released | 0 | 0 | |
Weighted Average Per Share Fair Value, Balance, Ending | $ 0.03 | $ 0.07 | $ 0.03 |
Total Unrecognized Compensation
Total Unrecognized Compensation Costs Related to Non-Vested Stock-Based Compensation Arrangements (Detail) | Mar. 31, 2015USD ($) |
Common stock options | |
Employee Service Share -Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized [Line Items] | |
Unrecognized compensation cost | $ 246,834 |
Restricted stock | |
Employee Service Share -Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized [Line Items] | |
Unrecognized compensation cost | 72,440 |
ACO Plan restricted stock | |
Employee Service Share -Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized [Line Items] | |
Unrecognized compensation cost | $ 27,720 |
Summary of Stock-Based Compensa
Summary of Stock-Based Compensation Expense Related to Common Stock and Common Stock Option Awards (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items] | |||
Stock-based compensation expense | $ 60,187 | $ 1,258,848 | $ 2,157,857 |
Cost of services | |||
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items] | |||
Stock-based compensation expense | 15,703 | 13,376 | 616,902 |
General and administrative | |||
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items] | |||
Stock-based compensation expense | $ 44,484 | $ 1,245,472 | $ 1,540,955 |
Warrants Outstanding (Detail)
Warrants Outstanding (Detail) - $ / shares | 2 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Mar. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Weighted Average Per Share Intrinsic Value, Outstanding | $ 0.40 | $ 0.20 |
Weighted Average Per Share Intrinsic Value, Granted | 0 | 0 |
Weighted Average Per Share Intrinsic Value, Exercised | 0 | 0 |
Weighted Average Per Share Intrinsic Value, Cancelled | 0 | 0 |
Weighted Average Per Share Intrinsic Value, Outstanding | $ 0.20 | $ 0.46 |
Number of warrants, Outstanding | 314,500 | 714,500 |
Number of warrants, Granted | 400,000 | 200,000 |
Number of warrants, Exercised | 0 | 0 |
Number of warrants, Cancelled | 0 | 0 |
Number of warrants, Outstanding | 714,500 | 914,500 |
Warrants (Detail)
Warrants (Detail) - Mar. 31, 2015 - $ / shares | Total |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 914,500 |
Weighted average remaining contractual life | 4 years 3 months 18 days |
Warrants exercisable | 414,500 |
Weighted average exercise price per share | $ 4.60 |
Warrant Exercise Price Range One 1.15 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 1.15 |
Warrants outstanding | 125,000 |
Weighted average remaining contractual life | 1 year 3 months 18 days |
Warrants exercisable | 125,000 |
Weighted average exercise price per share | $ 1.15 |
Warrant Exercise Price Range Two 1.15 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 1.15 |
Warrants outstanding | 25,000 |
Weighted average remaining contractual life | 1 year 3 months 18 days |
Warrants exercisable | 25,000 |
Weighted average exercise price per share | $ 1.15 |
Warrant Exercise Price Range Three 4.50 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 4.50 |
Warrants outstanding | 50,000 |
Weighted average remaining contractual life | 1 year 3 months 18 days |
Warrants exercisable | 50,000 |
Weighted average exercise price per share | $ 4.50 |
Warrant Exercise Price Range Four 5.00 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 5 |
Warrants outstanding | 10,000 |
Weighted average remaining contractual life | 2 years 7 months 6 days |
Warrants exercisable | 10,000 |
Weighted average exercise price per share | $ 5 |
Warrant Exercise Price Range Five 4.50 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 4.50 |
Warrants outstanding | 82,500 |
Weighted average remaining contractual life | 2 years 9 months 18 days |
Warrants exercisable | 82,500 |
Weighted average exercise price per share | $ 4.50 |
Warrant Exercise Price Range Six 4.00 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 4 |
Warrants outstanding | 22,000 |
Weighted average remaining contractual life | 2 years 9 months 18 days |
Warrants exercisable | 22,000 |
Weighted average exercise price per share | $ 4 |
Warrant Exercise Price Range Seven 10.00 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 10 |
Warrants outstanding | 200,000 |
Weighted average remaining contractual life | 6 years |
Warrants exercisable | 0 |
Weighted average exercise price per share | $ 10 |
Warrant Exercise Price Range Eight 20.00 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 20 |
Warrants outstanding | 200,000 |
Weighted average remaining contractual life | 6 years |
Warrants exercisable | 0 |
Weighted average exercise price per share | $ 20 |
Warrant Exercise Price Range Nine 10.00 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 10 |
Warrants outstanding | 100,000 |
Weighted average remaining contractual life | 6 years |
Warrants exercisable | 0 |
Weighted average exercise price per share | $ 10 |
Warrant Exercise Price Range Ten 10.00 | |
Class of Warrant or Right [Line Items] | |
Exercise Price Per Share | $ 10 |
Warrants outstanding | 100,000 |
Weighted average remaining contractual life | 3 years 3 months 18 days |
Warrants exercisable | 100,000 |
Weighted average exercise price per share | $ 10 |
Amount of Shares of Common Stoc
Amount of Shares of Common Stock Reserved (Detail) - shares | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2014 |
Stock Option Outstanding [Line Items] | |||
Common stock issued and outstanding | 4,863,389 | ||
Conversion of 9% Notes | 275,000 | ||
Conversion of 8% Notes | 200,000 | ||
Warrants outstanding | 914,500 | 714,500 | 314,500 |
Stock options outstanding | 776,500 | 628,700 | 735,800 |
Remaining shares issuable under 2013 Equity Incentive Plan | 90,000 | ||
Common stock reserved for future issuance | 7,119,389 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jan. 15, 2015 | Jun. 30, 2014 | Mar. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2015 |
Commitments And Contingencies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 10,555 | 78,519 | |||
Dr. Hosseinion [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Incentive Compensation | $ 17,282 | ||||
Accrued Vacation | 32,917 | ||||
Dr.Vazquez [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Accrued Vacation | 29,824 | ||||
Compensation | 60,000 | ||||
Chief Executive Officer [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Salaries, Wages and Officers' Compensation | $ 200,000 | ||||
Chief Financial Officer [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Cash Base Compensation | $ 10,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 10 | ||||
Board of Directors Chairman [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Salaries, Wages and Officers' Compensation | $ 25,000 | ||||
Base Salary [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Professional Fees | $ 195,000 | ||||
Annual Car And Communication Allowances [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Professional Fees | $ 55,000 |
Future Minimum Rental Payments
Future Minimum Rental Payments Required Under Operating Leases (Detail) | Mar. 31, 2015USD ($) |
Commitments And Contingencies [Line Items] | |
2,016 | $ 771,754 |
2,017 | 834,522 |
2,018 | 916,395 |
2,019 | 920,630 |
2,020 | 905,117 |
Thereafter | 2,482,251 |
Total | $ 6,830,669 |
Rent Expense (Detail)
Rent Expense (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Commitments And Contingencies [Line Items] | |||
Rent expense | $ 39,735 | $ 685,579 | $ 210,302 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jun. 30, 2015USD ($) |
Subsequent Event [Member] | |
Settlement Agreement Amount To Be Paid | $ 2,953 |
Valuation and Qualifying Acco78
Valuation and Qualifying Accounts (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Balance at beginning of period | $ 50,474 | $ 30,670 | $ 78,822 |
Charged to operations | 0 | 64,811 | 0 |
Write-off of accounts receivable | (19,804) | 0 | (28,348) |
Balance at end of period | $ 30,670 | $ 95,481 | $ 50,474 |