Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2015 | |
Document Information [Line Items] | |
Entity Registrant Name | American CareSource Holdings, Inc. |
Entity Central Index Key | 1,316,645 |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2015 |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||
Cash and cash equivalents | $ 491 | $ 1,020 | $ 6,207 |
Accounts receivable | 3,470 | 4,135 | 1,977 |
Prepaid expenses and other current assets | 667 | 612 | 357 |
Deferred income taxes | 6 | 6 | 6 |
Total current assets | 4,634 | 5,773 | 8,547 |
Property and equipment, net | 4,089 | 4,322 | 1,236 |
Other assets: | |||
Deferred income taxes | 12 | 12 | 215 |
Deferred loan fees, net | 1,725 | 2,666 | 0 |
Deferred offering costs | 254 | 225 | 0 |
Other non-current assets | 117 | 488 | 391 |
Intangible assets, net | 756 | 1,437 | 640 |
Goodwill | 6,182 | 6,182 | 0 |
Total other assets | 9,046 | 11,010 | 1,246 |
Total assets | 17,769 | 21,105 | 11,029 |
Current liabilities: | |||
Lines of credit | 5,000 | 0 | |
Due to service providers | 2,045 | 2,308 | 1,865 |
Accounts payable | 932 | 762 | 258 |
Accrued liabilities | 2,411 | 1,875 | 798 |
Current portion of long-term debt | 576 | 989 | 0 |
Capital lease obligations, current portion | 126 | 117 | 0 |
Total current liabilities | 11,835 | 6,954 | 2,921 |
Long-term liabilities: | |||
Lines of credit | 4,500 | 4,716 | 0 |
Promissory notes and notes payable | 171 | 312 | 0 |
Capital lease obligations | 1,698 | 1,764 | 0 |
Warrant derivative liability | 1,871 | 3,200 | 0 |
Other long-term liabilities | 341 | 222 | 0 |
Total long-term liabilities | 8,581 | 10,214 | 0 |
Total liabilities | $ 20,416 | $ 17,168 | $ 2,921 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued | $ 0 | $ 0 | $ 0 |
Common stock, $0.01 par value; 40,000 shares authorized; 6,902 and 6,713 shares issued and outstanding in 2015 and 2014, respectively | 69 | 67 | 57 |
Additional paid-in capital | 26,165 | 25,731 | 23,149 |
Accumulated deficit | (28,881) | (21,861) | (15,098) |
Total stockholders' equity | (2,647) | 3,937 | 8,108 |
Total liabilities and stockholders' equity | 17,769 | 21,105 | 11,029 |
Healthsmart [Member] | |||
Current liabilities: | |||
Due to service providers | $ 745 | $ 903 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 40,000 | 40,000 | 40,000 |
Common Stock, Shares, Issued | 6,902 | 6,713 | 5,713 |
Common Stock, Shares, Outstanding | 6,902 | 6,713 | 5,713 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net revenues: | ||||||
Ancillary network | $ 5,604 | $ 5,497 | $ 11,347 | $ 10,505 | $ 23,146 | $ 26,751 |
Urgent and primary care | 2,354 | 474 | 5,026 | 474 | 3,906 | 0 |
Total net revenues | 7,958 | 5,971 | 16,373 | 10,979 | 27,052 | 26,751 |
Operating expenses: | ||||||
Ancillary network provider payments | 4,137 | 3,880 | 8,468 | 7,633 | 16,241 | 19,762 |
Ancillary network administrative fees | 194 | 307 | 524 | 527 | 1,127 | 1,083 |
Ancillary network other operating costs | 933 | 0 | 1,905 | 0 | 903 | 0 |
Ancillary network prepaid write-off | 487 | 0 | 487 | 0 | ||
Salaries, wages, benefits and taxes | 2,968 | 1,695 | 5,776 | 3,082 | 8,157 | 5,250 |
Professional fees | 1,866 | 1,262 | ||||
Other operating expenses | 2,430 | 1,199 | 5,332 | 2,111 | 4,044 | 2,381 |
Intangible asset impairment | 520 | 0 | 520 | 0 | ||
Depreciation and amortization | 292 | 215 | 583 | 393 | 866 | 795 |
Total operating expenses | 11,961 | 7,296 | 23,595 | 13,746 | 33,204 | 30,533 |
Operating (loss) | (4,003) | (1,325) | (7,222) | (2,767) | (6,152) | (3,782) |
Interest expense: | ||||||
Interest expense | 93 | 13 | 176 | 9 | 658 | 0 |
(Gain)/loss on disposal of assets | (108) | 5 | ||||
Gain on warrant liability, net of deferred loan fees amortization | (757) | 0 | (388) | 0 | ||
Interest income | (9) | (27) | ||||
Total interest expense | (664) | 13 | (212) | 9 | 541 | (22) |
Loss before income taxes | (3,339) | (1,338) | (7,010) | (2,776) | (6,693) | (3,760) |
Income tax expense | 4 | 4 | 10 | 1 | 70 | 25 |
Net (loss) | $ (3,343) | $ (1,342) | $ (7,020) | $ (2,777) | $ (6,763) | $ (3,785) |
Basic net loss per share | $ (0.49) | $ (0.21) | $ (1.03) | $ (0.46) | ||
Diluted net loss per share | $ (0.49) | $ (0.21) | $ (1.14) | $ (0.46) | ||
Basic and diluted net loss per share | $ (1.05) | $ (0.66) | ||||
Basic weighted-average shares outstanding | 6,849 | 6,395 | 6,811 | 6,062 | ||
Diluted weighted-average shares outstanding | 6,849 | 6,395 | 6,851 | 6,062 | ||
Basic and diluted weighted-average shares outstanding | 6,407 | 5,715 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $ 11,589 | $ 57 | $ 22,845 | $ (11,313) |
Balance (in shares) at Dec. 31, 2012 | 5,706 | |||
Net loss | (3,785) | $ 0 | 0 | (3,785) |
Stock-based compensation expense | 299 | 0 | 299 | 0 |
Issuance of common stock upon exercise of equity incentive awards | 5 | $ 0 | 5 | 0 |
Issuance of common stock upon exercise of equity incentive awards (in shares) | 5 | |||
Issuance of common stock upon conversion of restricted stock units | 0 | $ 0 | 0 | 0 |
Issuance of common stock upon conversion of restricted stock units (in shares) | 2 | |||
Balance at Dec. 31, 2013 | 8,108 | $ 57 | 23,149 | (15,098) |
Balance (in shares) at Dec. 31, 2013 | 5,713 | |||
Net loss | (6,763) | $ 0 | 0 | (6,763) |
Stock-based compensation expense | 592 | 0 | 592 | 0 |
Issuance of common stock | 2,000 | $ 10 | 1,990 | 0 |
Issuance of common stock (in shares) | 1,000 | |||
Balance at Dec. 31, 2014 | 3,937 | $ 67 | 25,731 | (21,861) |
Balance (in shares) at Dec. 31, 2014 | 6,713 | |||
Net loss | (7,020) | $ 0 | 0 | (7,020) |
Stock-based compensation expense | 403 | 0 | 403 | 0 |
Issuance of common stock upon exercise of equity incentive awards | 33 | $ 0 | 33 | 0 |
Issuance of common stock upon exercise of equity incentive awards (in shares) | 34 | |||
Issuance of common stock upon conversion of restricted stock units | 0 | $ 2 | (2) | 0 |
Issuance of common stock upon conversion of restricted stock units (in shares) | 155 | |||
Balance at Jun. 30, 2015 | $ (2,647) | $ 69 | $ 26,165 | $ (28,881) |
Balance (in shares) at Jun. 30, 2015 | 6,902 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||||
Net loss | $ (7,020) | $ (2,777) | $ (6,763) | $ (3,785) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash stock-based compensation expense | 403 | 197 | 592 | 299 |
Intangible asset impairment | 520 | 0 | ||
Depreciation and amortization | 583 | 393 | 866 | 795 |
Amortization of deferred loan fees | 414 | 0 | ||
Gain on warrant liability, net of deferred loan fees amortization | (388) | 0 | 120 | 0 |
Gain on sale of property and equipment | (108) | 0 | ||
Change in deferred rent | 119 | 0 | 42 | 0 |
Deferred income taxes | 58 | 7 | ||
Loss on write-off of software development costs | 0 | 5 | ||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable | 665 | (111) | (1,528) | 455 |
Prepaid expenses and other assets | 265 | (192) | 42 | (442) |
Due to ancillary network | (263) | (145) | 443 | (1,235) |
Accounts payable | 163 | (51) | 403 | (287) |
Accrued liabilities | 536 | 456 | 482 | 0 |
Net cash used in operating activities | (4,575) | (2,230) | (4,034) | (4,188) |
Cash flows from investing activities: | ||||
Net change in other non-current assets | (97) | 0 | ||
Cost of acquisition | 0 | (2,180) | (6,921) | 0 |
Additions to property and equipment | (138) | (196) | (776) | (315) |
Proceeds from sale of property and equipment | 131 | 0 | ||
Net cash used in investing activities | (138) | (2,376) | (7,663) | (315) |
Cash flows from financing activities: | ||||
Proceeds from borrowings under line of credit | 4,784 | 0 | 4,716 | 0 |
Principal payments on capital lease obligations | (57) | (1) | (46) | 0 |
Principal payments on long-term debt | (554) | (6) | ||
Offering costs, paid and deferred | (22) | 0 | (124) | 0 |
Proceeds from issuance of common stock | 33 | 2,000 | 2,000 | 0 |
Notes payable payments | (36) | 0 | ||
Proceeds from exercise of equity incentives | 0 | 5 | ||
Net cash provided by financing activities | 4,184 | 1,993 | 6,510 | 5 |
Net decrease in cash and cash equivalents | (529) | (2,613) | (5,187) | (4,498) |
Cash and cash equivalents at beginning of period | 1,020 | 6,207 | 6,207 | 10,705 |
Cash and cash equivalents at end of period | 491 | 3,594 | 1,020 | 6,207 |
Supplemental cash flow information: | ||||
Cash paid for taxes, net of refunds | 0 | 25 | 38 | 117 |
Cash paid for interest | 117 | 0 | 84 | 0 |
Supplemental non-cash operating and financing activity: | ||||
Offering costs, unpaid and deferred | 7 | 0 | ||
Reclassified property and equipment from prepaid expenses | 51 | 0 | ||
Warrants issued as loan guarantee and financing | 3,080 | 0 | ||
Fair value of debt issued as consideration in acquisitions | 1,297 | 0 | ||
Purchase price due to seller, Stat Medical | 268 | 0 | ||
Offering costs, deferred and unpaid | 101 | 0 | ||
Receivable for tenant improvement allowance | 180 | 0 | ||
Debt issued for property and equipment | 40 | 0 | ||
Healthsmart [Member] | ||||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Due to ancillary network | $ (158) | $ 0 | $ 903 | $ 0 |
General
General | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 1. General Basis of Presentation The accompanying unaudited consolidated financial statements of American CareSource Holdings, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. References herein to the “Company,” “we,” “us,” or “our” refer to American CareSource Holdings, Inc. and its subsidiaries. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business Description and Basis of Presentation [Text Block] | 2. Description of Business The Company engages in two lines of business: our urgent and primary care business and our ancillary network business. These lines of business are supported through a shared services function. Urgent and Primary Care Business In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, acquired ten urgent and primary care centers located in Georgia (three), Florida (two), Alabama (three) and Virginia (two). These centers offer a wide array of services for non-life-threatening medical conditions. We strive to improve access to quality medical care by offering extended hours and weekend service and also by accepting patients primarily on a walk-in basis. Ancillary Network Business Our ancillary network business offers cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. Our services are marketed to a number of healthcare companies including third-party administrators, insurance companies, large self-funded organizations, various employer groups, and preferred provider organizations. We offer payors this solution by: • lowering our payors’ ancillary care costs throughout network of high quality, cost effective providers that we have under contract at more favorable terms than they could generally obtain on their own; • providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor’s needs and is available to each payor’s members for covered services; • providing payors with claims management, reporting, processing and payment services; • performing network/needs analysis to assess the benefits to payors of adding additional/different service providers to the payor-specific provider networks; and • credentialing network service providers for inclusion in the payor-specific provider networks. On October 1, 2014, we entered into a management services agreement with HealthSmart Preferred Care II, L.P. (“HealthSmart”). Under the management services agreement, HealthSmart manages our ancillary network business, subject to the supervision of a five-person oversight committee comprised of three members selected by us and two members selected by HealthSmart. As part of the management arrangement, HealthSmart hired substantially all of our ancillary network business employees, purchased substantially all of our furniture, fixtures and equipment located in our Dallas, Texas office and assumed our lease for that office. As a result of this arrangement, we no longer employ the workforce of our ancillary network business. Under the management services agreement, HealthSmart manages and operates our ancillary network business for a monthly fee equal to the sum of (a) 35% of the net profit derived from the operation of our ancillary network business plus (b) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. For purposes of the fee calculation, the term “net profit” means gross ancillary network business revenue, less the sum of (x) the provider payments and administrative fees and (y) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. Any remaining net profit accrues to us. During the term of the agreement, HealthSmart is responsible for the payment of all expenses incurred in providing the management services with respect to our ancillary network business, including personnel salaries and benefits, the cost of supplies and equipment, and rent. The initial term of the management services agreement is three years, and it renews annually thereafter for one-year terms unless either party gives notice of termination at least 90 days prior to the end of the then-current term. O ur management services agreement with HealthSmart provides that at any time between October 1, 2016 and the expiration date of the management services agreement, HealthSmart may purchase, or we may require that HealthSmart purchase, our ancillary network business for a price equal to $6,500,000 less the aggregate sum of net profit received by us since the beginning of the management arrangement, which as of June 30, 2015 was approximately $1.1 million. The purchase price is to be payable by HealthSmart solely out of the net profit it derives from the operation of the ancillary network business after consummation of the transaction. Consummation of the transaction will be subject to the satisfaction of certain material conditions, currently including stockholder approval of the sale. If the sale of our ancillary network business to HealthSmart is not consummated during or at the end of the term of the management services agreement, we expect to then either reassume management of that line of business, or seek to sell that business on the most favorable terms we are able to obtain. | 1. Description of Business and Change in Business Focus American CareSource Holdings, Inc. (“the Company”, “ACSH”, “we”, “us”, or “our”) engages in two lines of business: our urgent and primary care business and our ancillary network business. These lines of business are supported through a shared services function. Urgent and Primary Care Business In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, acquired ten urgent and primary care centers located in Georgia (three), Florida (two), Alabama (three) and Virginia (two). See Note 3 Acquisitions Ancillary Network Business Our ancillary network business offers cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. Our services are marketed to a number of healthcare companies including third-party administrators, insurance companies, large self-funded organizations, various employer groups, and preferred provider organizations. We offer payors this solution by: • lowering our payors’ ancillary care costs throughout network of high quality, cost effective providers that we have under contract at more favorable terms than they could generally obtain on their own; • providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor’s needs and is available to each payor’s members for covered services; • providing payors with claims management, reporting, processing and payment services; • performing network/needs analysis to assess the benefits to payors of adding additional/different service providers to the payor-specific provider networks; and • credentialing network service providers for inclusion in the payor-specific provider networks. On October 1, 2014, we entered into a management services agreement with HealthSmart Preferred Care II, L.P. (“HealthSmart”). Ancillary Network Business, Management Services Agreement Under the management services agreement, HealthSmart manages our ancillary network business, subject to the supervision of a five-person oversight committee comprised of three members selected by us and two members selected by HealthSmart. As part of the management arrangement, HealthSmart hired substantially all of our ancillary network business employees, purchased substantially all of our furniture, fixtures and equipment located in our Dallas, Texas office and assumed our lease for that office. As a result of this arrangement, we no longer employ the workforce of our ancillary network business. Under the management services agreement, HealthSmart manages and operates our ancillary network business for a monthly fee equal to the sum of (a) 35% of the net profit derived from the operation of our ancillary network business plus (b) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. For purposes of the fee calculation, the term “net profit” means gross ancillary network business revenue, less the sum of (x) the provider payments and administrative fees and (y) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. Any remaining net profit accrues to us. During the term of the agreement, HealthSmart is responsible for the payment of all expenses incurred in providing the management services with respect to our ancillary network business, including personnel salaries and benefits, the cost of supplies and equipment, and rent. The initial term of the management services agreement is three years, and it renews annually thereafter for one-year terms unless either party gives notice of termination at least 90 days prior to the end of the then-current term. At any time between October 1, 2016 and the expiration date of the management services agreement, HealthSmart may purchase, or we may require that HealthSmart purchase, our ancillary network business for a price equal to $6,500,000 less the aggregate sum of net profit received by us since the beginning of the management arrangement, which as of December 31, 2014 was $637,786. Consummation of the transaction will be subject to the satisfaction of certain material conditions, including approval by our stockholders if our annual gross revenue from our urgent and primary care business does not exceed $40,000,000. If, for any reason, the sale of our ancillary network business to HealthSmart is not consummated during or at the end of the term of the management services agreement, we expect to then either reassume management of that line of business, or seek to sell that business on the most favorable terms we are able to obtain. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. Certain amounts in the December 2013 income statement presentation were reclassified to conform to the December 2014 presentation. There is no impact on major classifications or net loss due to these reclassifications. Liquidity During 2014, we made significant investments in our urgent and primary care business. We used working capital, proceeds from a private equity offering, bank debt and seller financed debt to consummate five transactions totaling $8,486,000, resulting in our acquisition of ten urgent and primary care centers. We expanded our shared services function to provide the needed infrastructure to manage our urgent and primary care centers and support the planned growth of this business segment. As a result of these efforts, losses related to the shared services function, as reported in Note 17, increased by $1,825,000 to $5,360,000, during the year ended December 31, 2014, compared to $3,535,000 during the year ended December 31, 2013. Our loss from operations increased by $2,370,000 to $6,152,000 during the year ended December 31, 2014 compared to $3,782,000 during the year ended December 31, 2013. The increase in our operating loss resulted from expanding our shared services function, costs to build out and enhance our current urgent and primary care centers and the continuing decline in our ancillary network business. As a result of our operating losses, we used cash in our operations of $4,034,000 and $4,188,000 during the years ended December 31, 2014 and 2013, respectively. We anticipate we will continue to generate operating losses, and use cash in our operations, during the next 12 months, but have made changes to our business model to improve our operating results. We believe the management service agreement we entered into with HealthSmart, to manage our ancillary network business, will reduce our operating costs. We will continue to analyze other strategies to improve our ancillary network operating results. Also, we expect to realize the benefits of economies of scale as we acquire additional urgent and primary care centers. Until we generate cash flows from operations, we are dependent on our existing lines of credit and outside capital to fund our operations and additional acquisitions. Our plans to fund these needs include: • Equity financing through the currently filed Form S-1 Registration Statement to sell additional shares of our common stock. If the offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we would receive on account of the over allotment options we granted to underwriters. We anticipate closing this offering during the second quarter of 2015. • Use of our existing lines of credit, which as of March 30, 2015, collectively have $4,000,000 of borrowing capacity. • If necessary, raising additional financing through additional bank borrowing, additional private or public offerings or support from existing guarantors. Significant Accounting Policies Segment and Related Information Use of Estimates Risks and Uncertainties Cash and Cash Equivalents Revenue Recognition in Urgent and Primary Care Business Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: Commercial and HMO Medicare In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively. Collection of payment for services provided to patients without insurance coverage is done at time of service. Revenue Recognition in Ancillary Network Business We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations. After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent. Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network: • The Company is the primary obligor in the arrangement • The Company has latitude in establishing pricing • The Company changes the product or performs part of the services • The Company has complete discretion in supplier selection • The Company is involved in the determination of product or service specifications • The supplier (and not the Company) has credit risk • The amount that the Company earns is not fixed We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk. We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting. If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2014 and 2013, our revenues would have been approximately $6,900,000 and $7,000,000, respectively. Ancillary Network Provider Payments Advertising Costs Property and Equipment Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense. Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements. Deferred Loan Fees Deferred Offering Costs Impairment of Long-Lived Assets Goodwill See Note 3 Business Combinations , Intangibles Goodwill and Other Intangible Assets See Note 9 Warrant Derivative Liability See Note 13 We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded in the statement of operations. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is, therefore, subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value change. Research and Development Income Taxes ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2014, and 2013, we had no uncertain tax positions. Stock-Based Compensation Fair Value of Financial Instruments Note 14 Recent Accounting Pronouncements In August 2014, the FASB ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern. The new standard update provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. Earnings (Loss) Per Share The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive: 2014 2013 Common stock purchase warrants 1,782 22 Stock options 1,245 750 Restricted shares of common stock 100 51 |
Liquidity and Earnings (Loss) P
Liquidity and Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Liquidity And Earnings Loss Per Share [Text Block] | 3. Liquidity and Earnings (Loss) Per Share Liquidity We incurred losses from our investment in shared services to support planned growth in our urgent and primary care business segment and oversight of the network and ancillary business, the write-off of intangible assets, the payment and accrual of one-time severance charges, costs incurred to integrate our acquired urgent and primary care facilities, operating losses incurred by our urgent and primary care business segment as we implement changes to improve performance, and operating losses incurred in our network and ancillary network business. As a result of our recurring and nonrecurring losses, we used cash in our operations of $4.6 million and $2.2 million during the six months ended June 30, 2015 and 2014, respectively. We anticipate we will continue to experience negative cash flow relating to our losses during the next 12 months as we improve the operating performance of our existing urgent and primary care centers, expand our urgent and primary care segment and operate our ancillary network business. Until we generate positive cash flows from operations, we will be dependent on our existing lines of credit and outside capital to fund our operations, fund planned and future acquisitions, and repay debt. At August 14, 2015, we had funds of $1,961,000 available for these needs. We plan to raise additional capital as follows: • Increase our existing lines of credits. We have two existing lines of credit under credit agreements with Wells Fargo, National Association, or Wells Fargo. One of our lines was entered into in July 2014 for $5.0 million of financing and the other was entered into in December 2014 for $6.0 million of financing. Both credit agreements were originally scheduled to mature on June 1, 2016. On August 12, 2015, the maturity of the $6.0 million line was extended to October 1, 2016 and the outstanding balance of $4.5 million was reclassified to long-term on our consolidated balance sheets. We plan to further extend these lines of credit, and will request the guarantors to remain obligated under their respective guarantees until we have adequate capital to repay them. Along with the maturity date extension, we also increased the line of credit under our December 2014 credit agreement from $6,000,000 to $7,000,000. As of August 12, 2015, we had borrowed the $11.0 million of the $12.0 million available to us under our existing lines of credit. • A public offering of shares of our common stock. On February 6, 2015, we filed a Form S-1 Registration Statement with the SEC to sell additional shares of our common stock. If the public offering is fully subscribed, we will raise an additional $13,000,000 (less offering expenses), plus any proceeds we receive on account of the 15% over-allotment option we have granted to underwriters. We also expect to raise additional capital later this year or in early 2016 to fund our operations, to repay indebtedness and to facilitate the expansion of our urgent and primary care business. We may raise such capital through one or more public or private equity offerings, debt financings, borrowings or a combination thereof. There are no assurances that we will be successful in further extending the maturity dates under our lines of credit, that our guarantors will agree to continue their obligations under their guarantees, or that we will be able to obtain additional capital at terms acceptable to us or at all. Earnings (Loss) Per Share Basic (loss) per share is computed by dividing net (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation. Diluted (loss) per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive), and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. Basic net (loss) and diluted net (loss) per share data were computed as follows: Three months Six months Numerator: Net (loss) for basic earnings per share (3,343 ) (7,020 ) Less gain on change in fair value of warrant liability 791 Net (loss) for diluted earnings per share (3,343 ) (7,811 ) Denominator: Weighted-average basic common shares outstanding 6,849 6,811 Assumed conversion of dilutive securities: Common stock purchase warrants 40 Denominator for dilutive earnings per share adjusted 6,849 6,851 Basic net (loss) per share $ (0.49 ) $ (1.03 ) Diluted net (loss) per share $ (0.49 ) $ (1.14 ) The following table summarizes potentially dilutive shares outstanding as of June 30, 2015, which were excluded from the calculation due to being anti-dilutive: 2015 Common stock purchase warrants 1,782 Stock options 748 Restricted shares of common stock |
Acquisitions
Acquisitions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Business Combination Disclosure [Text Block] | 4. Acquisitions During the year ended December 31, 2014, we closed five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows: Business Acquired State Sites Date of Closing CorrectMed Georgia 2 May 8, 2014 Bay Walk-In Clinic Florida 2 August 29, 2014 Mid-South Urgent Care Alabama 3 September 12, 2014 MedHelp Georgia 1 October 31, 2014 Stat Medical Care Virginia 2 December 31, 2014 The following table provides certain pro forma financial information for the Company as if the acquisition of CorrectMed had occurred on January 1, 2014. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approaches utilized by the prior owners of the businesses. Six months ended 2015 2014 Net revenue Ancillary network $ 11,347 $ 10,505 Urgent and primary care 5,026 1,598 Total net revenue 16,373 12,103 Net loss $ (7,020 ) $ (3,102 ) Basic net (loss) per common share $ (1.03 ) $ (0.51 ) Diluted net (loss) per common share $ (1.14 ) $ (0.51 ) | 3. Acquisitions During the year ended December 31, 2014, we entered into five transactions supporting our entry into the urgent and primary care market. Business Acquired State Sites Date of Purchase CorrectMed Georgia 2 8-May-14 $ 2,649 Bay Walk-In Clinic Florida 2 29-Aug-14 2,024 Mid-South Urgent Care Alabama 3 * 12-Sep-14 1,554 MedHelp Georgia 1 31-Oct-14 880 Stat Medical Care Virginia 2 31-Dec-14 1,379 Total $ 8,486 * At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing. Each of these businesses has been included in our results since the date of closing. Because we did not engage in the urgent and primary care business until May 2014, our annual operating results are not comparable to prior year periods. On May 8, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Georgia, LLC, or ACSH Georgia, purchased from CorrectMed, LLC and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Locust Grove, Georgia and Decatur, Georgia. On August 29, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Florida, LLC, or ACSH Florida, purchased from Bay Walk-In Clinic, Inc. and other sellers substantially all the assets used in the operation of two urgent care centers located in Panama City and Panama City Beach, Florida. On September 12, 2014, our wholly-owned subsidiary, ACSH Urgent Care Holdings, LLC or ACSH Urgent Care, purchased from Jason C. Junkins, M.D. all of the issued and outstanding shares of common stock of Mid-South Urgent Care, Inc. On the acquisition date, this entity operated two urgent care centers in Rainbow City and Hueytown, Alabama. A third clinic in Springville, Alabama, that was under development on the acquisition date, was opened in the fourth quarter of 2014. On October 31, 2014, our wholly-owned subsidiary, ACSH Georgia purchased from Thinh D. Nguyen, M.D. and Han C. Phan all of the outstanding membership units of MedHelp, LLC, which operates an urgent-care center in Alpharetta, Georgia. On December 31, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Virginia, LLC or ACSH Virginia, purchased from Stat Medical Care, P.C. and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Fairfax and Gainesville, Virginia. In each of these transactions, a portion of the purchase price was paid in cash on the closing date, and the remainder of the purchase prices was paid by issuing promissory notes to the sellers. See Note 6 Lines of Credit, Promissory Notes, and Notes Payable. CorrectMed Bay Mid-South MedHelp Stat Total Cash consideration in purchase agreement* $ 2,180 $ 1,500 $ 1,350 $ 780 $ 1,328 $ 7,138 Adjustments on closing date 4 34 13 51 Cash consideration, as adjusted 2,184 1,500 1,384 793 1,328 7,189 Deferred consideration in purchase agreement 500 700 150 100 50 1,500 Adjustments for working capital (46 ) (170 ) 15 (15 ) (216 ) Valuation adjustments to promissory notes 11 (6 ) 5 2 1 13 Deferred consideration, as adjusted 465 524 170 87 51 1,297 Total Purchase Price $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 * $268,000 was due to seller, Stat Medical Care, as of December 31, 2014. The assets and liabilities of the acquired business were recorded in the Company’s consolidated financial statements at their estimated fair values as of the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Goodwill arising from the acquisition consists largely from a trained workforce in place and expected synergies that we expect to receive by combining the operations of multiple urgent and primary care businesses. Acquisition Activity CorrectMed Bay Mid-South MedHelp Stat Total Accounts receivable $ 221 $ 153 $ 147 $ 28 $ 81 $ 630 Other current assets 48 32 37 117 Property and equipment 1,325 63 1,205 180 211 2,984 Identifiable intangible assets 110 97 105 600 60 972 Goodwill 1,871 1,788 1,437 44 1,042 6,182 Total assets acquired 3,575 2,101 2,926 889 1,394 10,885 Liabilities assumed (926 ) (77 ) (1,227 ) (9 ) (15 ) (2,254 ) Deferred tax liability (145 ) (145 ) Net assets acquired $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 The goodwill and other identifiable intangible assets generated from the CorrectMed, Bay Walk-In, MedHelp, and Stat Medical Care transactions are deductible for federal income tax purposes. The goodwill and other identifiable intangible assets generated from the Mid-South Urgent Care transaction are not deductible for federal income tax purposes. We recorded a deferred tax liability of approximately $145,000 related to the non-deductibility and the basis differences on acquired assets. As a result, our deferred tax asset valuation allowance was reduced by $145,000, which is reflected as a reduction in the income tax expense on the Consolidated Statements of Operations for the year ended December 31, 2014. The accounts receivable balance for Stat Medical Care is a preliminary amount and any adjustment in 2015 will result in a revision to goodwill. Approximately $333,000 of transaction costs were expensed related to these acquisitions during the year ended December 31, 2014. Year Ended 2014 2013 Net revenue Ancillary $ 23,146 $ 26,751 Urgent and primary care 3,268 3,654 Total net revenue 26,414 30,405 Net loss $ (7,020 ) $ (4,921 ) Loss per basic and diluted common share $ (1.10 ) $ (0.86 ) Using net revenue on a cash basis for all acquisitions, our total pro forma urgent and primary care net revenue was $7,678,000 and $6,949,000 for the years ended December 31, 2014 and 2013, respectively. 2014 CorrectMed $ 2,144 Bay Walk-In Clinic 719 Mid-South Urgent Care 875 MedHelp 168 Stat Medical Care Total $ 3,906 |
Accounts Receivable and Revenue
Accounts Receivable and Revenue | 12 Months Ended |
Dec. 31, 2014 | |
Accounts Receivable And Revenue [Abstract] | |
Accounts Receivable And Revenue [Text Block] | 4. Accounts Receivable and Revenue 2014 Accounts receivable $ 2,434 Less: Estimated allowance for uncollectible amounts (847 ) Accounts receivable, net $ 1,587 Gross revenue $ 7,259 Less: Provision for contractual adjustments and estimated uncollectible amounts (3,353 ) Net revenue $ 3,906 For our ancillary network business, several clients comprised a significant portion of our net revenue during the years ended December 31, 2014 and 2013. 2014 2013 Accounts Net % of Total Accounts Net % of Total HealthSmart Preferred Care II, L.P. $ 870 $ 7,764 34 % $ 532 $ 5,905 22 % HealthMarkets, Inc. 244 1,967 9 % 252 3,599 13 % Benefit Administrative Systems, LLC 179 1,818 8 % 148 2,618 10 % We maintain an allowance for uncollectible receivables which primarily relates to payor refunds. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While we are able to process a claim and estimate the cash it will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. We record an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $60,000 and $287,000 for the years ended December 31, 2014 and 2013, respectively. The allowance was approximately $300,000 and $336,000 at December 31, 2014 and 2013, respectively. On October 1, 2014, we entered into a management services agreement with HealthSmart. Under the management services agreement, HealthSmart has assumed responsibility for the operation of our ancillary network business. See Note 1 Although the effective date of the management services agreement with HealthSmart was October 1, 2014, the transition to HealthSmart did not begin until November 1, 2014. Upon reconciliation of all fourth quarter activity, we determined that we owed HealthSmart approximately $903,000, which was comprised of $560,000 in expense reimbursements and $343,000 for its share of the net profit as calculated per the management services agreement. |
Revenue Recognition, Accounts R
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2015 | |
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract] | |
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Text Block] | 5. Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk Our Urgent and Primary Care Business We have agreements with governmental and other third-party payors that provide for payments to us based on contractual adjustments to our established rates. Net revenue is reported at the time service is rendered at the estimated net realizable amounts, after giving effect to estimated contractual amounts from patients, third-party payors and others, and an estimate for bad debts. Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: Commercial and HMO Medicare In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively. Collection of payment for services provided to patients without insurance coverage is done at time of service. Below is a summary of accounts receivable as of June 30, 2015, and revenues for the six months ended June 30, 2015, for our urgent and primary care business. We entered the urgent and primary care business in May 2014. June 30, Accounts receivable $ 2,616 Less: Estimated allowance for uncollectible amounts (1,538 ) Accounts receivable, net $ 1,078 June 30, Gross revenue $ 10,119 Less: Provision for contractual adjustments and estimated uncollectible amounts (5,093 ) Net revenue $ 5,026 Our Ancillary Network Business We recognize revenue on the services that we provide, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers; (ii) providing claims management, reporting, processing and payment services; (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks; and (iv) providing credentialing of network service providers for inclusion in the client payor-specific provider networks. Revenue is recognized when services are delivered, which occurs after processed claims are billed to the payor clients and collections are reasonably assured. We estimate revenues and costs of revenues using average historical collection rates and average historical margins earned on claims. Periodically, revenues are adjusted to reflect actual cash collections so that revenues recognized accurately reflect cash collected. We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations. After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent. Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network: • The Company is the primary obligor in the arrangement clients have no control over the terms of our agreements with the service providers. In executing transactions, we assume key performance-related risks. The payor clients hold us responsible for fulfillment, as the provider, of all of the services the payor clients are entitled to under their contracts; payor clients do not look to the service providers for fulfillment. In addition, we bear the pricing/margin risk as the principal in the transactions. Because the contracts with the payor clients and service providers are separately negotiated, we have complete discretion in negotiating both the prices we charge our payor clients and the financial terms of our agreements with the service providers. Because our profit is the spread between the amounts received from the payor clients and the amount paid to the service providers, we bear significant pricing and margin risk. There is no guaranteed mark-up payable to us on the amount we have contracted. Thus, we bear the risk that amounts paid to the service provider will be greater than the amounts received from the payor clients, resulting in a loss or negative claim. • The Company has latitude in establishing pricing • The Company changes the product or performs part of the services • The Company has complete discretion in supplier selection • The Company is involved in the determination of product or service specifications • The supplier (and not the Company) has credit risk • The amount that the Company earns is not fixed We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk. We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting. If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the three and six months ended June 30, 2015, our net ancillary network revenues would have been $1.5 million and $2.9 million, respectively. For the three and six months ended June 30, 2014, our net ancillary network revenues would have been approximately $1.6 million and $2.9 million, respectively. For our ancillary network business, HealthSmart comprised a significant portion of our net revenue during the period ended June 30, 2015 and 2014. The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to HealthSmart as of the dates and for the periods presented: As of Period ended June 30, 2015 As of Period ended June 30, 2014 Three months Six months Three months Six months Accounts Revenue % of Total Revenue % of Total Accounts Revenue % of Total Revenue % of Total HealthSmart Preferred Care II, L.P. $ 557 $ 2,056 25 % $ 3,873 23 % $ 1,029 $ 2,312 39 % $ 3,544 32 % We maintain an allowance for uncollectible receivables which primarily relates to payor refunds. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While we are able to process a claim and estimate the cash we will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. We record an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $(174,000) and $53,000 for the three-month periods ended June 30, 2015 and 2014, respectively. The allowance was approximately $125,000 and $341,000 at June 30, 2015 and 2014, respectively. |
Capital and Operating Lease Obl
Capital and Operating Lease Obligations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | ||
Leases of Lessee Disclosure [Text Block] | 6. Capital and Operating Lease Obligations The following is a schedule of the future required payments under our lease agreements in effect at June 30, 2015: Capital Operating Total 2015 (remaining 6 months) $ 145 $ 440 $ 585 2016 299 879 1,178 2017 287 766 1,053 2018 276 651 927 2019 273 585 858 Thereafter 2,898 827 3,725 Total minimum lease payments 4,178 $ 4,148 $ 8,326 Less amount representing interest (2,354 ) Present value of net minimum obligations 1,824 Less current obligation under capital lease 126 Long-term obligation under capital lease $ 1,698 | 5. Capital and Operating Lease Obligations In conjunction with our urgent and primary care acquisitions during the year ended December 31, 2014, we assumed and entered into various capital and operating leases expiring at various dates through January 2040. The following is a schedule of the future required payments under these lease agreements for the years ending December 31: Capital Operating Total 2015 $ 280 $ 729 $ 1,009 2016 299 879 1,178 2017 287 766 1,053 2018 276 651 927 2019 273 585 858 Thereafter 2,898 827 3,725 Total minimum lease payments 4,313 $ 4,437 $ 8,750 Less amount representing interest (2,432 ) Present value of net minimum obligations 1,881 Less current obligation under capital lease 117 Long-term obligation under capital lease $ 1,764 |
Lines of Credit, Promissory Not
Lines of Credit, Promissory Notes, and Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | 7. Lines of Credit, Promissory Notes, and Notes Payable Below is a summary of our short-term and long-term debt obligations. Lines of Credit On July 30, 2014, we entered into a credit agreement with Wells Fargo providing for a $5,000,000 revolving line of credit. On December 4, 2014, we entered into a second credit agreement with Wells Fargo Bank, providing for a $6,000,000 revolving line of credit. We refer to these two agreements as our credit agreements. Our obligation to repay advances under the credit agreements is evidenced by revolving line of credit notes, each with a fluctuating interest rate per annum of 1.75% above daily one month LIBOR, as in effect from time to time. The July 30, 2014 credit agreement matures on June 1, 2016, and all borrowings under this credit agreement are due and payable on that date. On August 12, 2015, we increased the line of credit under the December 4, 2014 credit agreement from $6,000,000 to $7,000,000 and extended the maturity date to October 1, 2016, and all borrowings under the December 2014 credit agreement are due and payable on that date. The obligations under the credit agreements are secured by all the assets of the Company and its subsidiaries. The credit agreements include ordinary and customary covenants related to, among other things, additional debt, further encumbrances, sales of assets, and investments and lending. Borrowings under the credit agreements are also secured by guarantees provided by certain officers and directors of the Company, among others. On July 30, 2014, we issued to the guarantors of the July 2014 obligations warrants to purchase an aggregate of 800,000 shares of our common stock at $3.15 per share in consideration of their guaranteeing such indebtedness. The July 2014 warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. In addition, on December 4, 2014, we issued to the guarantors of the December 2014 obligations warrants to purchase an aggregate of 960,000 shares of our common stock at $2.71 per share in consideration of their guaranteeing such indebtedness. The December 2014 warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. In connection with the $1,000,000 increase in the line of credit under the December 2014 credit agreement, we issued warrants to the guarantors to purchase an additional 300,000 shares of our common stock at $1.70 per share, subject to certain adjustments under certain circumstances, in consideration of their guaranteeing such indebtedness. The warrants vested immediately and are exercisable at any time prior to their expiration on August 12, 2020. As of June 30, 2015, we had outstanding borrowings of $5,000,000 under our July 2014 credit agreement and $4,500,000 under our December 2014 credit agreement. The amount outstanding under our July 2014 credit agreement was recorded as a current liability on our consolidated balance sheet as of June 30, 2015. Based on the extension of the December 2014 credit agreement to October 2016 subsequent to quarter end, the $4.5 million outstanding balance has been reclassified to long-term on our consolidated balance sheet. Substantially all of the borrowings under the credit agreements were used to finance acquisition activity, fund losses, and $200,000 was used to secure a bond required by a state license for the network business. The weighted-average interest rate on these borrowings was 1.94% as of June 30, 2015. Promissory Notes and Notes Payable The following is a summary of all Company debt as of June 30, 2015: Revolving line of credit $ 9,500 Promissory notes, related to acquisitions 747 Total debt 10,247 Less current maturities 5,576 Long-term debt $ 4,671 Outstanding debt balances as of June 30, 2015 mature, adjusted for subsequent extension, as follows: 2015 (remaining 6 months) $466,000; 2016 $9,762,000; 2017 $19,000. | 6. Lines of Credit, Promissory Notes, and Notes Payable Below is a summary of our short-term and long-term debt obligations. Lines of Credit On July 30, 2014, we entered into a credit agreement with Wells Fargo Bank, National Association, or Wells Fargo, providing for a $5,000,000 revolving line of credit. On December 4, 2014, we entered into a second credit agreement with Wells Fargo Bank, providing for a $6,000,000 revolving line of credit. We refer to these two agreements as our credit agreements. Our obligation to repay advances under the credit agreements are evidenced by the revolving line of credit notes, with a fluctuating interest rate per annum of 1.75% above daily one month LIBOR, as in effect from time to time. The credit agreements mature on June 1, 2016, and all borrowings under the credit agreements are due and payable on that date. The obligations under the credit agreements are secured by all the assets of the Company and its subsidiaries. The credit agreements include ordinary and customary covenants related to, among other things, additional debt, further encumbrances, sales of assets, and investments and lending. Borrowings under the credit agreements are also secured by guarantees provided by certain officers and directors of the Company, among others. On July 30, 2014, we issued to the guarantors of the July 2014 obligations warrants to purchase an aggregate of 800,000 shares of our common stock at $3.15 per share in consideration of their guaranteeing such indebtedness. The July 2014 warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. In addition, on December 4, 2014, we issued to the guarantors of the December 2014 obligations warrants to purchase an aggregate of 960,000 shares of our common stock at $2.71 per share in consideration of their guaranteeing such indebtedness. The December 2014 warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019 . See Note 13 Warrants. As of December 31, 2014, we had outstanding borrowings of $4,716,000 under our July 2014 credit agreement, which were recorded as a long-term liability on our consolidated balance sheet as of December 31, 2014. Substantially all of the borrowings were used to finance acquisition activity. The weighted-average interest rate on these borrowings was 1.92%. As of December 31, 2014, we had no borrowings outstanding under the December 2014 credit agreement. Promissory Notes and Notes Payable In connection with our acquisition activities during the year ended December 31, 2014, our subsidiaries executed and delivered promissory notes to partially finance the transactions. Issue Date Fair Value (1) Interest Maturity Date CorrectMed May 8, 2014 $ 465 5.0 % May 8, 2015 Bay Walk-In August 29, 2014 30 5.0 % August 29, 2016 Bay Walk-In August 29, 2014 205 5.0 % August 29, 2016 Bay Walk-In August 29, 2014 289 none February 28, 2017 Mid-South September 12, 2014 170 * 5.0 % September 12, 2016 MedHelp October 31, 2014 87 * 5.0 % October 31, 2015 Stat Medical Care December 31, 2014 51 * 5.0 % December 31, 2015 Total $ 1,297 (1) Amounts include working capital and valuation adjustments * Promissory notes issued to seller physicians are related parties. See Note 16 Related Party Transactions. After making the valuation adjustments, interest is being accrued for accounting purposes at rates ranging from 2.5% to 3%. As payments are made, the principal portion and interest expense are recognized using the effective interest method. Revolving line of credit $ 4,716 Promissory notes, related to acquisitions 1,263 Note payable 38 Total debt 6,017 Less current maturities 989 Long-term debt $ 5,028 Outstanding debt balances as of December 31, 2014 mature as follows: 2015 $989,000; 2016 $4,986,000; 2017 $28,000; 2018 $8,000; and 2019 $6,000. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. Accrued Liabilities The following table summarizes accrued liabilities for years ended December 31: Year Ended 2014 2013 Purchase price due to seller, Stat Medical $ 268 $ Accrued management fees 218 173 Personnel-related 344 122 Professional fees 146 180 Accrued other 899 323 Total $ 1,875 $ 798 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 8. Property and Equipment Property and equipment, net consists of the following: Useful Lives 2014 2013 Software internally-developed 5 $ 3,054 $ 2,877 Software purchased 3 5 152 596 Computer equipment 3 5 613 589 Medical equipment 5 626 Furniture and fixtures 5 390 358 Vehicles 5 43 Leasehold improvements 7 2,151 205 7,029 4,625 Accumulated depreciation and amortization (2,707 ) (3,389 ) Property and equipment, net $ 4,322 $ 1,236 We recognized depreciation expense of approximately $691,000 and $667,000 during 2014 and 2013, respectively. The depreciation amounts include approximately $432,000 and $503,000 of amortization of internally-developed software during 2014 and 2013, respectively. We capitalize costs associated with internally-developed software, developed for internal use only, during the application development stage. Application development stage costs generally include costs associated with internal-use software configuration, coding, installation, and testing. Costs of significant upgrades and enhancements that result in additional functionality also are capitalized, whereas costs incurred for maintenance and minor upgrades and enhancements are expensed as incurred. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software and payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its intended purpose. During the years ended December 31, 2014 and 2013, we capitalized costs related to enhancements to its internal information technology claims management applications. The applications were originally developed in 2005, and from time to time, we will enhance the functionality and reporting capabilities of the applications. The enhancements are typically developed by our internal information technology group. For internal resources, we capitalize salary and related benefits. Periodically, third-party consultants will be utilized to perform the development with all related costs capitalized. |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets Disclosure [Text Block] | 8. Intangible Assets Intangible assets and related accumulated amortization consists of the following as of the dates presented: June 30, December 31, Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 972 $ 972 Accumulated amortization (144 ) (47 ) Intangible asset impairment* (520 ) Urgent and primary care intangibles, net 308 925 Gross carrying amount of ancillary intangibles: Ancillary provider network 1,921 1,921 Software 428 428 2,349 2,349 Accumulated amortization (1,901 ) (1,837 ) Ancillary intangibles, net 448 512 Total intangibles, net $ 756 $ 1,437 * At the time we purchased one of our urgent and primary care centers, we allocated $600,000 of the purchase price to a contract held by the acquired center that related to non-urgent care services. During the quarter ended June 30, 2015 we suspended our provision of services under that contract and have recorded a one-time impairment charge of $520,000 relating to the unamortized balance of that intangible asset. Total amortization expense related to intangibles was approximately $80,000 and $37,000 during the three-month periods ended June 30, 2015 and 2014, respectively. The patient relationships and contracts are being amortized using the straight-line method over their estimated useful lives of five (5) years. The ancillary provider network is being amortized using the straight-line method over its expected useful life of 15 years. Experience-to-date is that approximately 2% 8% annual turnover or attrition of provider contracts occurs each year. The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted. Estimated annual amortization expense relating to intangibles is as follows: Years ending December 31, Urgent and Ancillary Total 2015 (remaining 6 months) $ 38 $ 64 $ 102 2016 74 128 202 2017 74 128 202 2018 74 128 202 2019 48 48 Total $ 308 $ 448 $ 756 | 9. Goodwill and Intangible Assets Intangibles acquired in the urgent and primary care transactions during 2014 are comprised of relationships with patients and related contracts that drive volume into the acquired centers and results in a repeatable revenue stream. The remaining excess purchase price of $6,182,000 was allocated to goodwill and is not subject to amortization. Intangible assets and related accumulated amortization consists of the following as of the dates presented: December 31, December 31, Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 972 $ Accumulated amortization (47 ) Urgent and primary care intangibles, net 925 Gross carrying amount of ancillary intangibles: Ancillary provider network 1,921 1,921 Software 428 428 2,349 2,349 Accumulated amortization (1,837 ) (1,709 ) Other intangibles, net 512 640 Total intangibles, net $ 1,437 $ 640 Total amortization expense related to intangibles was approximately $175,000 and $128,000 during the years ended December 31, 2014 and 2013, respectively. The patient relationships and contracts are being amortized using the straight-line method over their estimate useful lives of five (5) years. The ancillary provider network is being amortized using the straight-line method over its expected useful lives of 15 years. Experience-to-date is that approximately 2% 8% annual turnover or attrition of provider contracts occurs each year. The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted. Estimated annual amortization expense relating to intangibles is as follows: Years ending December 31, Urgent and Ancillary Total 2015 $ 194 $ 128 $ 322 2016 194 128 322 2017 194 128 322 2018 194 128 322 2019 149 149 Total $ 925 $ 512 $ 1,437 |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants [Text Block] | 9. Warrants The Company had 1,782,222 and 22,222 outstanding warrants to purchase common stock as of June 30, 2015 and June 30, 2014, respectively. 1,760,000 of those warrants, at June 30, 2015, are considered derivative warrants because they contain exercise-price adjustment features. The remaining 22,222 warrants that were outstanding as of June 30, 2015 and 2014 were non-derivative warrants, which expire on February 1, 2017 and have an exercise price of $1.50 per share of common stock. July 30, 2014 Warrants On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. These warrants have anti-dilution provisions that could require some of the warrants’ terms to change upon the occurrence of certain future events. The anti-dilution provisions could result in changes to the warrants’ strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,420,000. A corresponding entry was made to deferred loan fees. Deferred loan fees, an asset on our balance sheet, are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the three months and six months ended June 30, 2015, we recognized $195,000 and $388,000, of amortization expense, respectively, on this asset. The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as interest expense on the Company’s statement of operations. On December 31, 2014 and June 30, 2015, the warrants were adjusted to their estimated fair value of $1,410,000 and $872,000, respectively. The Company’s statement of operations for the three months and six months ended June 30, 2015 include unrealized gains included in interest expense of $578,000 and $538,000, respectively. The unrealized gains correspond with the decrease in the warrant liability since March 31, 2015 and December 31, 2014, respectively. The warrants’ fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions are only applicable if a private offering is closed at a price below the warrant exercise price ($3.15) before a public offering is closed for at least $10,000,000. In the June 30, 2015 calculation, we assumed that there was a 25% probability that the Company would close a private stock offering in the remainder of 2015 that is not preceded by a material public offering. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a private stock offering, we assumed that the warrants’ exercise price would be reduced, and the number of shares purchasable by warrant holders would increase, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: June 30, 2015 December 31, 2014 Stock price $1.72 $2.90 Volatility 80.0 % 72.5 % Risk-free interest rate 1.32 % 1.65 % Exercise price $3.15 $3.15 Expected life (years) 4.33 4.83 Dividend yield 0 % 0 % Private stock offering % 25 % 15 % Public stock offering % 70 % 80 % Equity raise time period 3 rd 4 th December 4, 2014 Warrants On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 960,000 shares of the common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. These warrants have anti-dilution provisions, under which the warrants’ strike price could change if certain future events occur. The anti-dilution provisions could result in changes to the warrants’ strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,660,000. A corresponding entry was made to deferred loan fees. Deferred loan fees, an asset on our balance sheet, is being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the three months and six months ended June 30, 2015, we recognized $277,000 and $553,000 of amortization expense, respectively, on this asset. The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as interest expense on our statement of operations. On December 31, 2014 and June 30, 2015, the warrants were adjusted to their estimated fair value of $1,790,000 and $999,000, respectively. The Company’s statement of operations for the three months and six months ended June 30, 2015 include unrealized gains included in interest expense of $651,000 and $791,000, respectively. The unrealized gains correspond with the decrease in the warrant liability since March 31, 2015 and December 31, 2014, respectively. The warrants’ fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions are applicable if either a public or private offering is closed at a price below the warrant exercise price ($2.71). In the June 30, 2015 calculation, we assumed that there was a 100% probability that the Company would close a public or private stock offering in the remainder of 2015. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a stock offering, we assumed that the warrants’ exercise price would be reduced, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: June 30, December 31, Stock price $1.72 $2.90 Volatility 80.0 % 72.5 % Risk-free interest rate 1.32 % 1.65 % Exercise price $2.71 $2.71 Expected life (years) 4.43 4.93 Dividend yield 0 % 0 % The following table summarizes the derivative warrant activity since December 31, 2014: Weighted- Warrants Warrants Warrants Warrants issued July 30, 2014 $ 3.15 800 800 Warrants issued December 4, 2014 $ 2.71 960 960 Total $ 2.91 1,760 1,760 The following table summarizes the changes in the derivative warrants’ fair values since December 31, 2014: Warrants Warrants Total Fair value of outstanding warrants as of December 31, 2014 $ 1,410 $ 1,790 $ 3,200 Change in fair value of warrants through 2 nd (538 ) (791 ) (1,329 ) Fair value of outstanding warrants as of June 30, 2015 $ 872 $ 999 $ 1,871 | 13. Warrants The Company had 1,782,222 and 22,222 outstanding warrants to purchase common stock as of December 31, 2014 and December 31, 2013, respectively. 1,760,000 of those warrants at December 31, 2014 are considered derivative warrants because they contain exercise-price adjustment features. The remaining 22,222 non-derivative warrants as of December 31, 2014 and 2013 expire on February 1, 2017 and have an exercise price of $1.50 per share of common stock. July 30, 2014 Warrants On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. These warrants have anti-dilution provisions that could require some of the warrants’ terms to change upon the occurrence of certain future events. Some of the anti-dilution provisions on warrants issued to our officers and directors do not become effective unless and until they are approved by our stockholders. If approved, the anti-dilution provisions could result in changes to the warrants’ strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,420,000. A corresponding entry was made to deferred loan fees. Deferred loan fees are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the year ended December 31, 2014, we recognized $322,000 of amortization expense on this asset. The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as unrealized losses (gains) on the Company’s statement of operations. On December 31, 2014, the warrants were adjusted to their estimated fair value of $1,410,000. The Company’s statement of operations includes an unrealized gain of $10,000, which corresponds with the reduction in the liability since July 30, 2014. The warrants’ fair value was calculated using the binomial options-pricing model. In those calculations, we assumed that there was a 15% probability that the Company would have a private stock offering in the second half of 2015. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a private stock offering, we assumed that the warrants’ exercise price would be reduced, and the number of shares purchasable by warrant holders would increase, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: December 31, July 30, Stock price $ 2.90 $ 3.14 Volatility 72.5 % 61.5 % Risk-free interest rate 1.65 % 1.83 % Exercise price $ 3.15 $ 3.15 Expected life (years) 4.83 5.25 Dividend yield 0 % 0 % December 4, 2014 Warrants On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 960,000 shares of the common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. These warrants have anti-dilution provisions, under which the warrants’ strike price could change if certain future events occur. Some of the anti-dilution provisions on warrants issued to the Company’s officers and directors do not become effective unless and until they are approved by the Company’s stockholders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants’ fair value of $1,660,000. A corresponding entry was made to deferred loan fees. Deferred loan fees are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the year ended December 31, 2014, we recognized $92,000 of amortization expense on this asset. The warrant liability is adjusted to the warrants’ fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as unrealized losses (gains) on our statement of operations. On December 31, 2014, the warrants were adjusted to their estimated fair value of $1,790,000. Our statement of operations includes an unrealized loss of $130,000, which corresponds with the increase in the liability since December 4, 2014. The warrants’ fair value was calculated using the binomial options-pricing model. In those calculations, we assumed that there was a 100% probability that the Company would have a public or private stock offering in the second half of 2015. If the market price of the Company’s stock was less than the warrants’ exercise price on the date of a stock offering, we assumed that the warrants’ exercise price would be reduced, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: December 31, December 4, Stock price $ 2.90 $ 2.71 Volatility 72.5 % 72.5 % Risk-free interest rate 1.65 % 1.59 % Exercise price $ 2.71 $ 2.71 Expected life (years) 4.93 5 Dividend yield 0 % 0 % The Company did not have any derivative warrants outstanding on December 31, 2013. The following table summarizes the derivative warrant activity in 2014: Weighted-Average Warrants Warrants Warrants Warrants issued July 30, 2014 $ 3.15 800 800 Warrants issued December 4, 2014 $ 2.71 960 960 Total $ 2.91 1,760 1,760 The following table summarizes the changes in the derivative warrants’ fair values in 2014: |
Segment Reporting
Segment Reporting | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | ||
Segment Reporting Disclosure [Text Block] | 10. Segment Reporting We operate in two segments, urgent and primary care and ancillary network. We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment income for our business segments as income before interest expense, gain or loss on disposal of assets, income taxes, depreciation expense, non-cash amortization of intangible assets, intangible asset impairment, non-cash stock-based compensation expense, shared service expenses, severance charges and any non-recurring costs. Shared services primarily consist of compensation costs for the executive management team, facilities’ costs for our corporate headquarters, support services such as finance and accounting, human resources, legal, marketing and information technology and general administration. Shared services also include transactional costs. The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes). Consolidated statements of operations by segment for the respective periods are as follows: Three months ended June 30, 2015 2014 Urgent and Ancillary Shared Total Urgent and Ancillary Shared Total Net revenues $ 2,354 $ 5,604 $ $ 7,958 $ 474 $ 5,497 $ $ 5,971 Total segment income (loss) (795 ) 340 (1,610 ) (2,065 ) 71 242 (1,300 ) (987 ) Additional Segment Disclosures: Interest expense 70 23 93 13 13 Gain on warrant liability, (568 ) (189 ) (757 ) Depreciation and amortization expense 151 141 292 41 174 215 Income tax expense 4 4 Total asset expenditures 19 29 48 85 85 Six months ended June 30, 2015 2014 Urgent and Ancillary Shared Total Urgent and Ancillary Shared Total Net revenues $ 5,026 $ 11,347 $ $ 16,373 $ 474 $ 10,505 $ $ 10,979 Total segment income (loss) (1,245 ) 450 (3,638 ) (4,433 ) 71 75 (2,215 ) (2,069 ) Additional Segment Disclosures: Interest expense 132 44 176 13 13 Gain on warrant liability, (291 ) (97 ) (388 ) (4 ) (4 ) Depreciation and amortization expense 300 283 583 41 352 393 Income tax expense 6 6 1 1 Total asset expenditures 19 119 138 196 196 The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals: Three months ended Six months ended 2015 2014 2015 2014 Total segment loss $ (2,065 ) $ (987 ) $ (4,433 ) $ (2,069 ) Less: Severance charges 346 346 108 Ancillary network prepaid write-off 487 487 Depreciation and amortization expense 292 215 583 393 Non-cash stock-based compensation expense 256 123 403 197 Intangible asset impairment 520 520 Non-recurring professional fees 37 450 Operating loss (4,003 ) (1,325 ) (7,222 ) (2,767 ) Bank interest expense 93 13 176 13 Gain on warrant liability, net of deferred loan fees amortization (757 ) (388 ) (4 ) Loss before income taxes $ (3,339 ) $ (1,338 ) $ (7,010 ) $ (2,776 ) Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets. Consolidated assets, by segment and shared services, as of the periods presented are as follows: Urgent and Ancillary Shared Consolidated June 30, 2015 $ 12,137 $ 4,515 $ 1,117 $ 17,769 December 31, 2014 11,958 5,202 3,945 21,105 | 17. Segment Reporting We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment operating income for our business segments as income before interest expense, gain or loss on disposal of assets, income taxes, depreciation expense, non-cash amortization of intangible assets, non-cash stock-based compensation expense, shared services, severance charges and any non-recurring costs such as transactional costs related to our acquisition program. Shared services primarily consist of compensation costs for the executive management team, facilities’ costs for our corporate headquarters, shared services such as finance and accounting, human resources, legal, marketing and information technology and general administration. Shared services also includes transactional costs. The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes). Consolidated statements of operations by segment for the respective years ended December 31, are as follows: 2014 2013 Urgent and Ancillary Shared Total Urgent and Ancillary Shared Total Net revenues $ 3,906 $ 23,146 $ $ 27,052 $ $ 26,751 $ $ 26,751 Total segment operating income (loss) (80 ) 1,353 (5,360 ) (4,087 ) 1,096 (3,535 ) (2,439 ) Additional Segment Disclosures: Interest expense, including loan fee amortization 658 658 Depreciation and amortization expense 222 644 866 795 795 Income tax expense (benefit) (145 ) 215 70 25 25 Total asset expenditures 347 429 40 816 315 315 The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals: 2014 2013 Total segment operating loss $ (4,087 ) $ (2,439 ) Less (add): Severance charges 108 199 Non-recurring transaction costs 333 50 Depreciation and amortization expense 866 795 Non-cash stock-based compensation expense 592 299 Other 166 Operating loss (6,152 ) (3,782 ) Interest expense 658 (Gain)/loss on disposal of assets (108 ) 5 Interest income (9 ) (27 ) Loss before income taxes $ (6,693 ) $ (3,760 ) Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets. Consolidated assets, by segment and shared services, as of the periods presented are as follows: Urgent and Ancillary Shared Consolidated December 31, 2014 $ 11,958 $ 5,202 $ 3,945 $ 21,105 December 31, 2013 4,404 6,625 11,029 |
Private Placement_Equity
Private Placement/Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Private Placement/Equity On May 5, 2014, we closed a private placement of 1,000,000 shares of our common stock at a purchase price of $2.00 per share for an aggregate purchase price of $2,000,000 for the shares. The investors in the offering included, among others, John Pappajohn, Mark C. Oman and Matt Kinley, who are each directors of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 11. Income Taxes Income tax provision for the years ended December 31, 2014 and 2013, differed from the U.S. federal income tax rate of approximately 34% in the amounts indicated as a result of the following: 2014 2013 Computed “expected” tax provision (benefit) $ (2,276 ) $ (1,278 ) Increase in the valuation allowance for deferred tax assets 2,287 1,009 Shortfall on stock options, warrants, and RSUs 215 330 State taxes 12 19 Permanent items 45 12 Tax benefit recognized related to stock acquisition (145 ) Other (68 ) (67 ) Total income tax provision $ 70 $ 25 Differences between financial accounting principles and tax laws cause differences between the basis of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consist of the following: 2014 2013 Deferred tax assets: Operating loss carryforward $ 4,951 $ 3,197 Accounts receivable allowance 401 69 Texas tax credit carryforward 215 221 Stock option compensation 1,121 1,070 Goodwill and intangibles 403 602 Finance costs 209 Accrued expenses 209 120 Alternative Minimum Tax credit carryforwards 16 16 Total deferred tax assets 7,525 5,295 Deferred tax liabilities: Property and equipment (518 ) (397 ) Prepaid expense (96 ) (71 ) Total deferred tax liabilities (614 ) (468 ) Valuation allowance (6,893 ) (4,606 ) Net deferred tax assets $ 18 $ 221 During the years ended December 31, 2014 and 2013, we increased the valuation allowance by approximately $2,287,000 and $1,009,000, respectively, which was included in the income tax provision for the years ended December 31, 2014 and 2013. Due to the nature and timing of the reversal of the deferred tax assets and liabilities, the valuation allowance was established against the net deferred tax assets with the exception of a portion of the Texas tax credit carryforward of approximately $18,000. As of December 31, 2014 and 2013, the net operating loss carryforwards were approximately $19,600,000 and $14,500,000, respectively, which expire from 2025 through 2034. Included in the net operating loss carryforward is approximately $5,400,000 which related to the excess tax benefits for stock options and warrants exercised which will result in a credit to additional paid-in capital of approximately $1,900,000 when the associated tax deduction results in a reduction in the income taxes payable. The income tax provision shown on the statements of operations for the years ended December 31, 2014 and 2013 consisted of the following: 2014 2013 Current $ 12 $ 18 Deferred 58 7 $ 70 $ 25 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 12. Stock-Based Compensation Stock Options The Company maintains a Stock Option Plan (the “2005 Plan”) for the benefit of certain employees, non-employee directors, and key advisors. The 2005 Plan was approved by the stockholders on May 16, 2005. The 2005 Plan (i) authorized options to purchase 749,776 shares and (ii) established the class of eligible participants to include employees, nominees to the Board of Directors of the Company and consultants engaged by the Company, limited to 16,667 shares of common stock underlying the one-time grant of a Non-Qualified Option to which non-employee directors or non-employee nominees of the Board of Directors may be entitled. Stock options granted under the 2005 Plan may be of two types: (1) incentive stock options and (2) nonqualified stock options. The option price of such grants is determined by a Committee of the Board of Directors (the “Committee”), but in no case will such price be less than the estimated fair value of the common stock at the date the option is granted. The Committee fixes the terms of the grants with no option term lasting longer than ten years. The ability to exercise such options is determined by the Committee when the options are granted. Over time, the 2005 Plan has been amended to increase the number of shares available to a total of 1,249,776 shares. On May 19, 2009, stockholders of the Company approved the 2009 Equity Incentive Plan (the “2009 Plan”). The purpose of the 2009 Plan is (a) to allow selected employees and officers of the Company to acquire and increase equity ownership in the Company, which will strengthen their commitment to the success of the Company, and to attract new employees, officers and consultants; (b) to provide annual cash incentive compensation opportunities that are competitive with other peer corporations; (c) to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals; (d) to provide grantees an incentive for individual excellence; (e) to promote teamwork; and (f) to attract and retain highly-qualified persons to serve as non-employee directors. The 2009 Plan allows for awards of non-qualified options, stock appreciation rights, restricted shares, performance units/shares, deferred stock, dividend equivalents and other stock-based awards up to 500,000 shares. The term of the 2009 Plan is ten years and all non-qualified options will be valued at not less than 100% of the market value of the Company’s stock on the date of grant. On June 3, 2014, stockholders voted to increase the number of shares subject to the 2009 Plan from 500,000 shares to 2,000,000 shares. Shares of common stock reserved for future grants under the Stock Option Plan and the 2009 Plan (the “Plans”) were 1,381,914 and 482,083 at December 31, 2014 and 2013, respectively. Compensation expense related to all equity awards, including non-qualified stock options, incentive stock options, and restricted stock units, that has been charged against income for the years ended December 31, 2014 and 2013, was approximately $592,000 and $299,000, respectively. The awards granted to employees and non-employee directors become exercisable over periods of up to five years. The fair value of each award granted is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Volatility is calculated using an analysis of historical volatility. The expected lives of options and forfeiture rates are determined based on our historical share option exercise experience. We believe the historical experience method is the best estimate of future exercise patterns currently available. The risk-free interest rates are determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the awards. The expected dividend yields are based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented: 2014 2013 Weighted-average grant date fair value $ 2.00 $ 1.01 Weighted-average assumptions used: Expected volatility 72.8 % 77.7 % Expected lives (years) 5.0 6.2 Risk free interest rate 1.7 % 1.0 % Forfeiture rate 29.5 % 20.5 % Dividend rate 0 % 0 % A summary of stock option activity is as follows: Options Weighted- Outstanding at December 31, 2012 792 $ 6.06 Granted 284 1.88 Forfeited (113 ) 2.88 Cancelled (208 ) 6.99 Exercised (5 ) 0.93 Outstanding at December 31, 2013 750 4.74 Granted 734 2.26 Forfeited (214 ) 2.13 Cancelled (25 ) 6.34 Outstanding at December 31, 2014 1,245 $ 3.69 Exercisable at December 31, 2014 543 $ 5.51 As of December 31, 2014, the weighted-average remaining contractual life of the options outstanding was 6.6 years and the weighted-average remaining contractual life of the outstanding exercisable options was 3.2 years. The following table summarizes information concerning outstanding and exercisable options at December 31, 2014: Options Outstanding Options Exercisable Range of Exercise Price Number Weighted-Average Weighted-Average Number Weighted-Average Under $1.00 53 0.50 $ 0.93 52 $ 0.93 $1.00 $2.00 645 8.30 1.87 160 1.83 $2.01 $3.00 87 9.54 2.81 $3.01 $4.00 130 9.54 3.32 8 3.20 $4.01 $5.00 25 3.49 4.24 24 4.24 $5.01 $6.00 96 2.29 5.56 96 5.56 $6.01 $7.00 84 2.49 6.14 78 6.14 Greater than $7.01 125 2.16 12.08 125 12.08 1,245 6.64 $ 3.69 543 $ 5.51 The total intrinsic value of options outstanding at December 31, 2014 and 2013 was approximately $774,000 and $46,000, respectively. The total intrinsic value of the options that are exercisable at December 31, 2014 and 2013 was approximately $274,000 and $40,000, respectively. There were 308 and 5,411 shares exercised during the years ended December 31, 2014 and 2013, respectively, with intrinsic values of approximately $390 and $5,000, respectively. Compensation expense related to stock options charged to operations during 2014 and 2013 was approximately $384,000 and $247,000, respectively. As of December 31, 2014, there was approximately $894,000 of total unrecognized compensation cost related to non-vested non-qualified stock options granted under the plan. The cost is expected to be recognized over a weighted-average period of 4.1 years. Restricted Stock Units In 2009, we issued restricted stock units (“RSUs”) to certain employees and members of our Board of Directors. As RSUs vest, they are convertible into shares of our common stock. The RSUs are valued at the market price of our stock on the measurement date, which is the date of grant. Compensation expense is recognized ratably over the vesting period. Our future estimated forfeiture rate on RSUs is 5% as the RSUs have been awarded primarily to members of our Board of Directors and members of our senior management. At the Annual Meeting on May 30, 2013, the Board approved a compensation program that provides an annual grant of RSUs to directors on the date of our annual meeting of stockholders. Pursuant to the program, 50,000 RSUs were awarded during each of the years ended December 31, 2014 and 2013. An additional 55,000 RSUs were awarded to members of senior management of the Company during the twelve months ended December 31, 2014. A summary of RSU activity is as follows: RSUs Weighted-Average Outstanding at December 31, 2012 4 $ 21.40 Granted 50 1.99 Forfeited (1 ) 21.63 Converted to common stock (2 ) 21.32 Outstanding at December 31, 2013 51 2.40 Granted 105 3.49 Outstanding at December 31, 2014 156 $ 3.08 Vested and convertible to common stock at December 31, 2014 56 $ 2.65 Compensation expense related to RSUs charged to operations during 2014 and 2013 was approximately $208,000 and $52,000, respectively. As of December 31, 2014, there was approximately $219,000 of total unrecognized compensation cost related to non-vested RSUs granted under the plan. The cost is expected to be recognized over a weighted-average period of 1.5 years. At December 31, 2014, we had outstanding RSUs for 155,663 shares of our common stock. This includes 100,660 RSUs we awarded to our directors in 2009, 2013 and 2014 that were not, and would not, be in compliance with the terms of our 2009 Plan. Because of such noncompliance, awards of RSUs to our directors and issuance of our common stock upon vesting of those RSUs have not been approved by our stockholders, and, accordingly, the issuance of our common stock thereunder was not and would not be in compliance with NASDAQ Listing Rule 5635(c). On November 5, 2014, we notified the NASDAQ Stock Market LLC, or NASDAQ, of these events and advised it that our Board of Directors has determined that we would suspend the issuance of additional common stock under the RSUs awarded in 2009 and would not issue any common stock under the RSUs awarded in 2013 or 2014 until stockholder approval of such awards is obtained and stockholders approve an amendment of the 2009 Plan to permit the award of RSUs to our directors. We also notified NASDAQ that we would seek such stockholder approval at our 2015 annual meeting of stockholders. On November 25, 2014, we received a letter from NASDAQ notifying us that NASDAQ had determined that we had violated NASDAQ Listing Rule 5635(c). In its November 25, 2014 letter, NASDAQ granted us an extension of time until May 26, 2015 to obtain such approvals and notify NASDAQ of such action. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 14. Fair Value of Financial Instruments The Company adjusts its warrant derivative liability to fair value at the end of each reporting period. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company classifies its fair value measurements for the warrant derivative liability under Level 3, because the valuation models require certain unobservable inputs that may have a material impact on fair value. A table summarizing the activity for the derivative warrant liability is presented in Note 13. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Significant Agreements [Abstract] | |
Significant Agreements [Text Block] | 15. Employee Benefit Plans We provide a defined contribution plan for all full-time, permanent employees. Eligible employees may contribute up to 100% of their current compensation to the plan subject to certain statutory limitations. We contribute up to a maximum of 3.5% of an employee’s compensation and plan participants are fully vested in our contributions immediately. We made contributions to the plan and charged operations of approximately $109,000 and $98,000 during the years ended December 31, 2014 and 2013, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 16. Related Party Transactions On January 10, 2014, we entered into an arrangement with Equity Dynamics, Inc. for monthly strategic consulting services. Such services include acquisition activities and the securing of debt financing. As part of the arrangement, Equity Dynamics, Inc. will receive a monthly fee of $10,000 for performance of such consulting services. Equity Dynamics, Inc. is a company owned by John Pappajohn, and Matt Kinley serves as its Executive Vice President. Mr. Pappajohn and Mr. Kinley are both members of our Board of Directors. In addition, see discussion of other related party transactions in Note 10 Private Placement/Equity Note 13 Warrants. In connection with the acquisitions of Mid-South, MedHelp, and Stat Medical Care, we retained the seller physicians as employees upon closing. Refer to Note 6 Lines of Credit, Promissory Notes, and Notes Payable |
Litigation Contingencies
Litigation Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 18. Litigation Contingencies As of December 31, 2014, we were not involved in, but may in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of December 31, 2013 and December 31, 2014, there was no litigation or contingency with at least a reasonable possibility of a material loss. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events On July 31, 2015, we entered into an asset purchase agreement with Medac Health Services, P.A., or Medac, and its shareholders to purchase certain assets used by Medac in the operation of its four urgent care centers in the greater Wilmington, North Carolina area. In connection with the purchase of the Medac assets, we will assume or enter into new leases for the four centers and then sublease them to Medac. The purchase price for the assets is $5,600,000, with $5,040,000 payable in cash at closing and the balance of $560,000 payable in the form of a promissory note with interest at 5% per annum and maturing 18 months after the closing. The asset purchase agreement provides that consummation of the transaction is subject to the satisfaction or waiver of certain conditions, including our receipt of financing in an amount no less than $5,600,000. In order to close this acquisition, we will require additional capital which we expect to raise through the offering discussed in Note 3. On August 12, 2015 we amended the December 2014 credit agreement (a) to provide for $1,000,000 of additional borrowing capacity, and (b) to extend the maturity date to October 1, 2016. In connection with the $1,000,000 increase in the line of credit under the December 2014 credit agreement, we issued warrants to the guarantors to purchase an additional 300,000 shares of our common stock at $1.70 per share, subject to certain adjustments under certain circumstances, in consideration of their guaranteeing such indebtedness. The warrants vested immediately and are exercisable at any time prior to their expiration on August 12, 2020. |
Basis of Presentation and Sig29
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited consolidated financial statements of American CareSource Holdings, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. References herein to the “Company,” “we,” “us,” or “our” refer to American CareSource Holdings, Inc. and its subsidiaries. | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. Certain amounts in the December 2013 income statement presentation were reclassified to conform to the December 2014 presentation. There is no impact on major classifications or net loss due to these reclassifications. |
Liquidity [Policy Text Block] | Liquidity During 2014, we made significant investments in our urgent and primary care business. We used working capital, proceeds from a private equity offering, bank debt and seller financed debt to consummate five transactions totaling $8,486,000, resulting in our acquisition of ten urgent and primary care centers. We expanded our shared services function to provide the needed infrastructure to manage our urgent and primary care centers and support the planned growth of this business segment. As a result of these efforts, losses related to the shared services function, as reported in Note 17, increased by $1,825,000 to $5,360,000, during the year ended December 31, 2014, compared to $3,535,000 during the year ended December 31, 2013. Our loss from operations increased by $2,370,000 to $6,152,000 during the year ended December 31, 2014 compared to $3,782,000 during the year ended December 31, 2013. The increase in our operating loss resulted from expanding our shared services function, costs to build out and enhance our current urgent and primary care centers and the continuing decline in our ancillary network business. As a result of our operating losses, we used cash in our operations of $4,034,000 and $4,188,000 during the years ended December 31, 2014 and 2013, respectively. We anticipate we will continue to generate operating losses, and use cash in our operations, during the next 12 months, but have made changes to our business model to improve our operating results. We believe the management service agreement we entered into with HealthSmart, to manage our ancillary network business, will reduce our operating costs. We will continue to analyze other strategies to improve our ancillary network operating results. Also, we expect to realize the benefits of economies of scale as we acquire additional urgent and primary care centers. Until we generate cash flows from operations, we are dependent on our existing lines of credit and outside capital to fund our operations and additional acquisitions. Our plans to fund these needs include: • Equity financing through the currently filed Form S-1 Registration Statement to sell additional shares of our common stock. If the offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we would receive on account of the over allotment options we granted to underwriters. We anticipate closing this offering during the second quarter of 2015. • Use of our existing lines of credit, which as of March 30, 2015, collectively have $4,000,000 of borrowing capacity. • If necessary, raising additional financing through additional bank borrowing, additional private or public offerings or support from existing guarantors. | |
Segment Reporting, Policy [Policy Text Block] | ||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |
Risks And Uncertainties Policy [Policy Text Block] | Risks and Uncertainties | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition in Urgent and Primary Care Business Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: Commercial and HMO Medicare In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively. Collection of payment for services provided to patients without insurance coverage is done at time of service. Revenue Recognition in Ancillary Network Business We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations. After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent. Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network: • The Company is the primary obligor in the arrangement • The Company has latitude in establishing pricing • The Company changes the product or performs part of the services • The Company has complete discretion in supplier selection • The Company is involved in the determination of product or service specifications • The supplier (and not the Company) has credit risk • The amount that the Company earns is not fixed We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk. We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting. If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2014 and 2013, our revenues would have been approximately $6,900,000 and $7,000,000, respectively. | |
Cost of Sales, Policy [Policy Text Block] | Ancillary Network Provider Payments | |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense. Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements. | |
Loan Guarantee Fees Policy [Policy Text Block] | Deferred Loan Fees | |
Deferred Charges, Policy [Policy Text Block] | Deferred Offering Costs | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets | |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill See Note 3 Business Combinations , Intangibles Goodwill and Other | |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets See Note 9 | |
Derivatives, Policy [Policy Text Block] | Warrant Derivative Liability See Note 13 We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded in the statement of operations. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net income (loss) is, therefore, subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire. Assuming all other fair value inputs remain constant, we will record non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value change. | |
Research and Development Expense, Policy [Policy Text Block] | Research and Development | |
Income Tax, Policy [Policy Text Block] | Income Taxes ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2014, and 2013, we had no uncertain tax positions. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments Note 14 | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. | Recent Accounting Pronouncements In August 2014, the FASB ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern. The new standard update provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share 2014 2013 Common stock purchase warrants 1,782 22 Stock options 1,245 750 Restricted shares of common stock 100 51 |
Basis of Presentation and Sig30
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table summarizes potentially dilutive shares outstanding as of June 30, 2015, which were excluded from the calculation due to being anti-dilutive: 2015 Common stock purchase warrants 1,782 Stock options 748 Restricted shares of common stock | The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive: 2014 2013 Common stock purchase warrants 1,782 22 Stock options 1,245 750 Restricted shares of common stock 100 51 |
Liquidity and Earnings (Loss)31
Liquidity and Earnings (Loss) Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic net (loss) and diluted net (loss) per share data were computed as follows: Three months Six months Numerator: Net (loss) for basic earnings per share (3,343 ) (7,020 ) Less gain on change in fair value of warrant liability 791 Net (loss) for diluted earnings per share (3,343 ) (7,811 ) Denominator: Weighted-average basic common shares outstanding 6,849 6,811 Assumed conversion of dilutive securities: Common stock purchase warrants 40 Denominator for dilutive earnings per share adjusted 6,849 6,851 Basic net (loss) per share $ (0.49 ) $ (1.03 ) Diluted net (loss) per share $ (0.49 ) $ (1.14 ) | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table summarizes potentially dilutive shares outstanding as of June 30, 2015, which were excluded from the calculation due to being anti-dilutive: 2015 Common stock purchase warrants 1,782 Stock options 748 Restricted shares of common stock | The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive: 2014 2013 Common stock purchase warrants 1,782 22 Stock options 1,245 750 Restricted shares of common stock 100 51 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | During the year ended December 31, 2014, we closed five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows: Business Acquired State Sites Date of Closing CorrectMed Georgia 2 May 8, 2014 Bay Walk-In Clinic Florida 2 August 29, 2014 Mid-South Urgent Care Alabama 3 September 12, 2014 MedHelp Georgia 1 October 31, 2014 Stat Medical Care Virginia 2 December 31, 2014 | A summary of the acquisitions is as follows (in thousands): Business Acquired State Sites Date of Purchase CorrectMed Georgia 2 8-May-14 $ 2,649 Bay Walk-In Clinic Florida 2 29-Aug-14 2,024 Mid-South Urgent Care Alabama 3 * 12-Sep-14 1,554 MedHelp Georgia 1 31-Oct-14 880 Stat Medical Care Virginia 2 31-Dec-14 1,379 Total $ 8,486 * At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides certain pro forma financial information for the Company as if the acquisition of CorrectMed had occurred on January 1, 2014. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approaches utilized by the prior owners of the businesses. Six months ended 2015 2014 Net revenue Ancillary network $ 11,347 $ 10,505 Urgent and primary care 5,026 1,598 Total net revenue 16,373 12,103 Net loss $ (7,020 ) $ (3,102 ) Basic net (loss) per common share $ (1.03 ) $ (0.51 ) Diluted net (loss) per common share $ (1.14 ) $ (0.51 ) | The following table provides certain pro forma financial information for the Company, as if the acquisition of CorrectMed had occurred on January 1, 2013. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approach utilized by the prior owners of the businesses. Year Ended 2014 2013 Net revenue Ancillary $ 23,146 $ 26,751 Urgent and primary care 3,268 3,654 Total net revenue 26,414 30,405 Net loss $ (7,020 ) $ (4,921 ) Loss per basic and diluted common share $ (1.10 ) $ (0.86 ) |
Business Combination, Separately Recognized Transactions [Table Text Block] | The following table provides a detailed breakdown of the purchase price that was paid in each acquisition: CorrectMed Bay Mid-South MedHelp Stat Total Cash consideration in purchase agreement* $ 2,180 $ 1,500 $ 1,350 $ 780 $ 1,328 $ 7,138 Adjustments on closing date 4 34 13 51 Cash consideration, as adjusted 2,184 1,500 1,384 793 1,328 7,189 Deferred consideration in purchase agreement 500 700 150 100 50 1,500 Adjustments for working capital (46 ) (170 ) 15 (15 ) (216 ) Valuation adjustments to promissory notes 11 (6 ) 5 2 1 13 Deferred consideration, as adjusted 465 524 170 87 51 1,297 Total Purchase Price $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 * $268,000 was due to seller, Stat Medical Care, as of December 31, 2014. | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | A summary of the assets acquired and liabilities assumed is as follows: Acquisition Activity CorrectMed Bay Mid-South MedHelp Stat Total Accounts receivable $ 221 $ 153 $ 147 $ 28 $ 81 $ 630 Other current assets 48 32 37 117 Property and equipment 1,325 63 1,205 180 211 2,984 Identifiable intangible assets 110 97 105 600 60 972 Goodwill 1,871 1,788 1,437 44 1,042 6,182 Total assets acquired 3,575 2,101 2,926 889 1,394 10,885 Liabilities assumed (926 ) (77 ) (1,227 ) (9 ) (15 ) (2,254 ) Deferred tax liability (145 ) (145 ) Net assets acquired $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 | |
Business Combination Revenue Since Acquisition [Table Text Block] | The following table provides net revenues since acquisition for the period ending December 31, 2014. 2014 CorrectMed $ 2,144 Bay Walk-In Clinic 719 Mid-South Urgent Care 875 MedHelp 168 Stat Medical Care Total $ 3,906 |
Revenue Recognition, Accounts33
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract] | ||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | June 30, Accounts receivable $ 2,616 Less: Estimated allowance for uncollectible amounts (1,538 ) Accounts receivable, net $ 1,078 | We entered the urgent and primary care business in May 2014. 2014 Accounts receivable $ 2,434 Less: Estimated allowance for uncollectible amounts (847 ) Accounts receivable, net $ 1,587 |
Schedule of Revenue Sources, Health Care Organization [Table Text Block] | June 30, Gross revenue $ 10,119 Less: Provision for contractual adjustments and estimated uncollectible amounts (5,093 ) Net revenue $ 5,026 | Gross revenue $ 7,259 Less: Provision for contractual adjustments and estimated uncollectible amounts (3,353 ) Net revenue $ 3,906 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to HealthSmart as of the dates and for the periods presented: As of Period ended June 30, 2015 As of Period ended June 30, 2014 Three months Six months Three months Six months Accounts Revenue % of Total Revenue % of Total Accounts Revenue % of Total Revenue % of Total HealthSmart Preferred Care II, L.P. $ 557 $ 2,056 25 % $ 3,873 23 % $ 1,029 $ 2,312 39 % $ 3,544 32 % | 2014 2013 Accounts Net % of Total Accounts Net % of Total HealthSmart Preferred Care II, L.P. $ 870 $ 7,764 34 % $ 532 $ 5,905 22 % HealthMarkets, Inc. 244 1,967 9 % 252 3,599 13 % Benefit Administrative Systems, LLC 179 1,818 8 % 148 2,618 10 % |
Capital and Operating Lease O34
Capital and Operating Lease Obligations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The following is a schedule of the future required payments under our lease agreements in effect at June 30, 2015: Capital Operating Total 2015 (remaining 6 months) $ 145 $ 440 $ 585 2016 299 879 1,178 2017 287 766 1,053 2018 276 651 927 2019 273 585 858 Thereafter 2,898 827 3,725 Total minimum lease payments 4,178 $ 4,148 $ 8,326 Less amount representing interest (2,354 ) Present value of net minimum obligations 1,824 Less current obligation under capital lease 126 Long-term obligation under capital lease $ 1,698 | The following is a schedule of the future required payments under these lease agreements for the years ending December 31: Capital Leases Operating Leases Total 2015 $ 280 $ 729 $ 1,009 2016 299 879 1,178 2017 287 766 1,053 2018 276 651 927 2019 273 585 858 Thereafter 2,898 827 3,725 Total minimum lease payments 4,313 $ 4,437 $ 8,750 Less amount representing interest (2,432 ) Present value of net minimum obligations 1,881 Less current obligation under capital lease 117 Long-term obligation under capital lease $ 1,764 |
Lines of Credit, Promissory N35
Lines of Credit, Promissory Notes, and Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt [Table Text Block] | The following is a summary of all Company debt as of June 30, 2015: Revolving line of credit $ 9,500 Promissory notes, related to acquisitions 747 Total debt 10,247 Less current maturities 5,576 Long-term debt $ 4,671 | The following is a summary of all debt as of December 31, 2014: Revolving line of credit $ 4,716 Promissory notes, related to acquisitions 1,263 Note payable 38 Total debt 6,017 Less current maturities 989 Long-term debt $ 5,028 |
Schedule Of Promissory Notes Issued In Connection With Acquisition Activities [Table Text Block] | The following is a summary of the promissory notes issued in connection with the acquisition activities during the year ended December 31, 2014: Issue Date Fair Value (1) Interest Maturity Date CorrectMed May 8, 2014 $ 465 5.0 % May 8, 2015 Bay Walk-In August 29, 2014 30 5.0 % August 29, 2016 Bay Walk-In August 29, 2014 205 5.0 % August 29, 2016 Bay Walk-In August 29, 2014 289 none February 28, 2017 Mid-South September 12, 2014 170 * 5.0 % September 12, 2016 MedHelp October 31, 2014 87 * 5.0 % October 31, 2015 Stat Medical Care December 31, 2014 51 * 5.0 % December 31, 2015 Total $ 1,297 (1) Amounts include working capital and valuation adjustments * Promissory notes issued to seller physicians are related parties. See Note 16 Related Party Transactions. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | The following table summarizes accrued liabilities for years ended December 31: Year Ended 2014 2013 Purchase price due to seller, Stat Medical $ 268 $ Accrued management fees 218 173 Personnel-related 344 122 Professional fees 146 180 Accrued other 899 323 Total $ 1,875 $ 798 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net consists of the following: Useful Lives 2014 2013 Software internally-developed 5 $ 3,054 $ 2,877 Software purchased 3 5 152 596 Computer equipment 3 5 613 589 Medical equipment 5 626 Furniture and fixtures 5 390 358 Vehicles 5 43 Leasehold improvements 7 2,151 205 7,029 4,625 Accumulated depreciation and amortization (2,707 ) (3,389 ) Property and equipment, net $ 4,322 $ 1,236 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets and related accumulated amortization consists of the following as of the dates presented: June 30, December 31, Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 972 $ 972 Accumulated amortization (144 ) (47 ) Intangible asset impairment* (520 ) Urgent and primary care intangibles, net 308 925 Gross carrying amount of ancillary intangibles: Ancillary provider network 1,921 1,921 Software 428 428 2,349 2,349 Accumulated amortization (1,901 ) (1,837 ) Ancillary intangibles, net 448 512 Total intangibles, net $ 756 $ 1,437 * At the time we purchased one of our urgent and primary care centers, we allocated $600,000 of the purchase price to a contract held by the acquired center that related to non-urgent care services. During the quarter ended June 30, 2015 we suspended our provision of services under that contract and have recorded a one-time impairment charge of $520,000 relating to the unamortized balance of that intangible asset. | Intangible assets and related accumulated amortization consists of the following as of the dates presented: December 31, December 31, Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 972 $ Accumulated amortization (47 ) Urgent and primary care intangibles, net 925 Gross carrying amount of ancillary intangibles: Ancillary provider network 1,921 1,921 Software 428 428 2,349 2,349 Accumulated amortization (1,837 ) (1,709 ) Other intangibles, net 512 640 Total intangibles, net $ 1,437 $ 640 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated annual amortization expense relating to intangibles is as follows: Years ending December 31, Urgent and Ancillary Total 2015 (remaining 6 months) $ 38 $ 64 $ 102 2016 74 128 202 2017 74 128 202 2018 74 128 202 2019 48 48 Total $ 308 $ 448 $ 756 | Estimated annual amortization expense relating to intangibles is as follows: Years ending December 31, Urgent and Ancillary Total 2015 $ 194 $ 128 $ 322 2016 194 128 322 2017 194 128 322 2018 194 128 322 2019 149 149 Total $ 925 $ 512 $ 1,437 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | Additional assumptions we used in our valuation calculations were as follows: June 30, 2015 December 31, 2014 Stock price $1.72 $2.90 Volatility 80.0 % 72.5 % Risk-free interest rate 1.32 % 1.65 % Exercise price $3.15 $3.15 Expected life (years) 4.33 4.83 Dividend yield 0 % 0 % Private stock offering % 25 % 15 % Public stock offering % 70 % 80 % Equity raise time period 3 rd 4 th June 30, December 31, Stock price $1.72 $2.90 Volatility 80.0 % 72.5 % Risk-free interest rate 1.32 % 1.65 % Exercise price $2.71 $2.71 Expected life (years) 4.43 4.93 Dividend yield 0 % 0 % | Additional assumptions we used in our valuation calculations were as follows: December 31, July 30, Stock price $ 2.90 $ 3.14 Volatility 72.5 % 61.5 % Risk-free interest rate 1.65 % 1.83 % Exercise price $ 3.15 $ 3.15 Expected life (years) 4.83 5.25 Dividend yield 0 % 0 % Additional assumptions we used in our valuation calculations were as follows: December 31, December 4, Stock price $ 2.90 $ 2.71 Volatility 72.5 % 72.5 % Risk-free interest rate 1.65 % 1.59 % Exercise price $ 2.71 $ 2.71 Expected life (years) 4.93 5 Dividend yield 0 % 0 % |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the derivative warrant activity since December 31, 2014: Weighted- Warrants Warrants Warrants Warrants issued July 30, 2014 $ 3.15 800 800 Warrants issued December 4, 2014 $ 2.71 960 960 Total $ 2.91 1,760 1,760 | The following table summarizes the derivative warrant activity in 2014: Weighted-Average Warrants Warrants Warrants Warrants issued July 30, 2014 $ 3.15 800 800 Warrants issued December 4, 2014 $ 2.71 960 960 Total $ 2.91 1,760 1,760 |
Change In Warrant Fair Value [Table Text Block] | The following table summarizes the changes in the derivative warrants’ fair values since December 31, 2014: Warrants Warrants Total Fair value of outstanding warrants as of December 31, 2014 $ 1,410 $ 1,790 $ 3,200 Change in fair value of warrants through 2 nd (538 ) (791 ) (1,329 ) Fair value of outstanding warrants as of June 30, 2015 $ 872 $ 999 $ 1,871 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Consolidated statements of operations by segment for the respective periods are as follows: Three months ended June 30, 2015 2014 Urgent and Ancillary Shared Total Urgent and Ancillary Shared Total Net revenues $ 2,354 $ 5,604 $ $ 7,958 $ 474 $ 5,497 $ $ 5,971 Total segment income (loss) (795 ) 340 (1,610 ) (2,065 ) 71 242 (1,300 ) (987 ) Additional Segment Disclosures: Interest expense 70 23 93 13 13 Gain on warrant liability, (568 ) (189 ) (757 ) Depreciation and amortization expense 151 141 292 41 174 215 Income tax expense 4 4 Total asset expenditures 19 29 48 85 85 Six months ended June 30, 2015 2014 Urgent and Ancillary Shared Total Urgent and Ancillary Shared Total Net revenues $ 5,026 $ 11,347 $ $ 16,373 $ 474 $ 10,505 $ $ 10,979 Total segment income (loss) (1,245 ) 450 (3,638 ) (4,433 ) 71 75 (2,215 ) (2,069 ) Additional Segment Disclosures: Interest expense 132 44 176 13 13 Gain on warrant liability, (291 ) (97 ) (388 ) (4 ) (4 ) Depreciation and amortization expense 300 283 583 41 352 393 Income tax expense 6 6 1 1 Total asset expenditures 19 119 138 196 196 | Consolidated statements of operations by segment for the respective years ended December 31, are as follows: 2014 2013 Urgent and Ancillary Shared Total Urgent and Ancillary Shared Total Net revenues $ 3,906 $ 23,146 $ $ 27,052 $ $ 26,751 $ $ 26,751 Total segment operating income (loss) (80 ) 1,353 (5,360 ) (4,087 ) 1,096 (3,535 ) (2,439 ) Additional Segment Disclosures: Interest expense, including loan fee amortization 658 658 Depreciation and amortization expense 222 644 866 795 795 Income tax expense (benefit) (145 ) 215 70 25 25 Total asset expenditures 347 429 40 816 315 315 |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals: Three months ended Six months ended 2015 2014 2015 2014 Total segment loss $ (2,065 ) $ (987 ) $ (4,433 ) $ (2,069 ) Less: Severance charges 346 346 108 Ancillary network prepaid write-off 487 487 Depreciation and amortization expense 292 215 583 393 Non-cash stock-based compensation expense 256 123 403 197 Intangible asset impairment 520 520 Non-recurring professional fees 37 450 Operating loss (4,003 ) (1,325 ) (7,222 ) (2,767 ) Bank interest expense 93 13 176 13 Gain on warrant liability, net of deferred loan fees amortization (757 ) (388 ) (4 ) Loss before income taxes $ (3,339 ) $ (1,338 ) $ (7,010 ) $ (2,776 ) | The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals: 2014 2013 Total segment operating loss $ (4,087 ) $ (2,439 ) Less (add): Severance charges 108 199 Non-recurring transaction costs 333 50 Depreciation and amortization expense 866 795 Non-cash stock-based compensation expense 592 299 Other 166 Operating loss (6,152 ) (3,782 ) Interest expense 658 (Gain)/loss on disposal of assets (108 ) 5 Interest income (9 ) (27 ) Loss before income taxes $ (6,693 ) $ (3,760 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Consolidated assets, by segment and shared services, as of the periods presented are as follows: Urgent and Ancillary Shared Consolidated June 30, 2015 $ 12,137 $ 4,515 $ 1,117 $ 17,769 December 31, 2014 11,958 5,202 3,945 21,105 | Consolidated assets, by segment and shared services, as of the periods presented are as follows: Urgent and Ancillary Shared Consolidated December 31, 2014 $ 11,958 $ 5,202 $ 3,945 $ 21,105 December 31, 2013 4,404 6,625 11,029 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income tax provision for the years ended December 31, 2014 and 2013, differed from the U.S. federal income tax rate of approximately 34% in the amounts indicated as a result of the following: 2014 2013 Computed “expected” tax provision (benefit) $ (2,276 ) $ (1,278 ) Increase in the valuation allowance for deferred tax assets 2,287 1,009 Shortfall on stock options, warrants, and RSUs 215 330 State taxes 12 19 Permanent items 45 12 Tax benefit recognized related to stock acquisition (145 ) Other (68 ) (67 ) Total income tax provision $ 70 $ 25 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consist of the following: 2014 2013 Deferred tax assets: Operating loss carryforward $ 4,951 $ 3,197 Accounts receivable allowance 401 69 Texas tax credit carryforward 215 221 Stock option compensation 1,121 1,070 Goodwill and intangibles 403 602 Finance costs 209 Accrued expenses 209 120 Alternative Minimum Tax credit carryforwards 16 16 Total deferred tax assets 7,525 5,295 Deferred tax liabilities: Property and equipment (518 ) (397 ) Prepaid expense (96 ) (71 ) Total deferred tax liabilities (614 ) (468 ) Valuation allowance (6,893 ) (4,606 ) Net deferred tax assets $ 18 $ 221 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision shown on the statements of operations for the years ended December 31, 2014 and 2013 consisted of the following: 2014 2013 Current $ 12 $ 18 Deferred 58 7 $ 70 $ 25 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented: 2014 2013 Weighted-average grant date fair value $ 2.00 $ 1.01 Weighted-average assumptions used: Expected volatility 72.8 % 77.7 % Expected lives (years) 5.0 6.2 Risk free interest rate 1.7 % 1.0 % Forfeiture rate 29.5 % 20.5 % Dividend rate 0 % 0 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: Options Weighted- Outstanding at December 31, 2012 792 $ 6.06 Granted 284 1.88 Forfeited (113 ) 2.88 Cancelled (208 ) 6.99 Exercised (5 ) 0.93 Outstanding at December 31, 2013 750 4.74 Granted 734 2.26 Forfeited (214 ) 2.13 Cancelled (25 ) 6.34 Outstanding at December 31, 2014 1,245 $ 3.69 Exercisable at December 31, 2014 543 $ 5.51 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | The following table summarizes information concerning outstanding and exercisable options at December 31, 2014: Options Outstanding Options Exercisable Range of Exercise Price Number Weighted-Average Weighted-Average Number Weighted-Average Under $1.00 53 0.50 $ 0.93 52 $ 0.93 $1.00 $2.00 645 8.30 1.87 160 1.83 $2.01 $3.00 87 9.54 2.81 $3.01 $4.00 130 9.54 3.32 8 3.20 $4.01 $5.00 25 3.49 4.24 24 4.24 $5.01 $6.00 96 2.29 5.56 96 5.56 $6.01 $7.00 84 2.49 6.14 78 6.14 Greater than $7.01 125 2.16 12.08 125 12.08 1,245 6.64 $ 3.69 543 $ 5.51 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | A summary of RSU activity is as follows: RSUs Weighted-Average Outstanding at December 31, 2012 4 $ 21.40 Granted 50 1.99 Forfeited (1 ) 21.63 Converted to common stock (2 ) 21.32 Outstanding at December 31, 2013 51 2.40 Granted 105 3.49 Outstanding at December 31, 2014 156 $ 3.08 Vested and convertible to common stock at December 31, 2014 56 $ 2.65 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2015USD ($) | Dec. 31, 2014 | Dec. 31, 2014USD ($) | |
Description of Business [Line Items] | |||
Number of Operating Segments | 2 | ||
Number of Businesses Acquired | 10 | ||
Percentage Of Joint Venture Owned By Minority | 35.00% | 35.00% | 35.00% |
Management Services Management Fee Percentage | 120.00% | 120.00% | 120.00% |
Management Service Agreement Term | 3 years | ||
Amount Less The Aggregate Sum Of Net Profit Received From Agreement For Purchase Of Network | $ 6,500,000 | $ 6,500,000 | |
Sum Of Net Profit Received Since Beginning Of Management Arrangement | $ 1,100,000 | 637,786 | |
Gross Revenues From Urgent And Primary Care | $ 40,000,000 | ||
Georgia [Member] | |||
Description of Business [Line Items] | |||
Number of Businesses Acquired | 3 | ||
Florida [Member] | |||
Description of Business [Line Items] | |||
Number of Businesses Acquired | 2 | ||
Alabama [Member] | |||
Description of Business [Line Items] | |||
Number of Businesses Acquired | 3 | ||
Virginia [Member] | |||
Description of Business [Line Items] | |||
Number of Businesses Acquired | 2 |
Basis of Presentation and Sig44
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 30, 2015 | |
Business Combination, Consideration Transferred | $ 8,486,000 | ||||||
Operating Income (Loss) | $ (2,065,000) | $ (987,000) | $ (4,433,000) | $ (2,069,000) | (4,087,000) | $ (2,439,000) | |
Increase Decrease To Gross Profit | 2,370,000 | ||||||
Gross Profit, Total | (4,003,000) | $ (1,325,000) | (7,222,000) | (2,767,000) | (6,152,000) | (3,782,000) | |
Net Cash Provided by (Used in) Operating Activities | (4,600,000) | (2,200,000) | 4,034,000 | 4,188,000 | |||
Proceeds from Issuance of Common Stock | 33,000 | $ 2,000,000 | 2,000,000 | 0 | |||
Advertising Expense | 193,000 | 65,000 | |||||
Capitalized Computer Software, Net | 177,000 | 303,000 | |||||
Deferred Offering Costs | 254,000 | $ 254,000 | 225,000 | 0 | |||
Subsequent Event [Member] | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 4,000,000 | ||||||
Scenario, Forecast [Member] | |||||||
Proceeds from Issuance of Common Stock | $ 15,000,000 | ||||||
Shared Services [Member] | |||||||
Increase Decrease To Operating Income | 1,825,000 | ||||||
Operating Income (Loss) | 5,360,000 | 3,535,000 | |||||
Net Of Provider Payments [Member] | |||||||
Revenues | $ 6,900,000 | $ 7,000,000 |
Basis of Presentation and Sig45
Basis of Presentation and Significant Accounting Policies (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares - shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100 | 51 | |
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 748 | 1,245 | 750 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,782 | 22 |
Liquidity and Earnings (Loss)46
Liquidity and Earnings (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 14, 2015 | Aug. 12, 2015 | Mar. 30, 2015 | Dec. 04, 2014 | Jul. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 4,600,000 | $ 2,200,000 | $ (4,034,000) | $ (4,188,000) | ||||||
Proceeds from Issuance of Common Stock | 33,000 | $ 2,000,000 | 2,000,000 | 0 | ||||||
Long-term Line of Credit, Noncurrent | $ 4,500,000 | $ 4,500,000 | 4,716,000 | $ 0 | ||||||
Wells Fargo [Member] | Revolving Credit Facility [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | $ 5,000,000 | ||||||||
Long-term Line of Credit | $ 4,716,000 | |||||||||
Wells Fargo [Member] | December 4 2014 Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,000,000 | $ 6,000,000 | ||||||||
Scenario, Forecast [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Additional Proceeds From The Exercise Of Stock Options As A Percentage Of Public Offering | 15.00% | |||||||||
Proceeds from Issuance of Common Stock | $ 15,000,000 | |||||||||
Scenario, Forecast [Member] | Employee Stock [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 13,000,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 4,000,000 | |||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,961,000 | |||||||||
Subsequent Event [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 12,000,000 | |||||||||
Long-term Line of Credit | 11,000,000 | |||||||||
Subsequent Event [Member] | Wells Fargo [Member] | December 4 2014 Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 6,000,000 | |||||||||
Long-term Line of Credit, Noncurrent | $ 4,500,000 |
Liquidity and Earnings (Loss)47
Liquidity and Earnings (Loss) Per Share (Details) - Basic Net Loss and Diluted Net Loss Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net (loss) for basic earnings per share | $ (3,343) | $ (7,020) | ||
Less gain on change in fair value of warrant liability | 0 | 791 | ||
Net (loss) for diluted earnings per share | $ (3,343) | $ (7,811) | ||
Denominator: | ||||
Weighted-average basic common shares outstanding | 6,849 | 6,395 | 6,811 | 6,062 |
Assumed conversion of dilutive securities: | ||||
Common stock purchase warrants | 0 | 40 | ||
Denominator for dilutive earnings per share - adjusted weighted-average shares | 6,849 | 6,395 | 6,851 | 6,062 |
Basic net (loss) per share | $ (0.49) | $ (0.21) | $ (1.03) | $ (0.46) |
Diluted net (loss) per share | $ (0.49) | $ (0.21) | $ (1.14) | $ (0.46) |
Liquidity and Earnings (Loss)48
Liquidity and Earnings (Loss) Per Share (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares - shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant [Member] | |||
Liquidity and Earnings Loss Per Share [Line Items] | |||
Antidilutive securities | 1,782 | ||
Equity Option [Member] | |||
Liquidity and Earnings Loss Per Share [Line Items] | |||
Antidilutive securities | 748 | 1,245 | 750 |
Restricted Stock Units (RSUs) [Member] | |||
Liquidity and Earnings Loss Per Share [Line Items] | |||
Antidilutive securities | 0 |
Acquisitions (Details)
Acquisitions (Details) | Dec. 31, 2014USD ($) | Oct. 31, 2014 | Sep. 12, 2014 | Aug. 29, 2014 | May. 08, 2014 | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Business Acquisition [Line Items] | |||||||||||
undefined | $ 268,000 | $ 268,000 | $ 268,000 | $ 0 | |||||||
Deferred Tax Liabilities, Other | 145,000 | $ 145,000 | 145,000 | ||||||||
Business Combination, Acquisition Related Costs | 333,000 | ||||||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 145,000 | ||||||||||
Number of Businesses Acquired | 10 | ||||||||||
Urgent And Primary Care [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Pro Forma Revenue | 7,678,000 | 6,949,000 | |||||||||
Stat Medical Care [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
undefined | $ 268,000 | $ 268,000 | 268,000 | ||||||||
Number of Businesses Acquired | 2 | ||||||||||
ACSH Urgent Care Of Virginia [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Businesses Acquired | 2 | ||||||||||
Mid-South Urgent Care Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Businesses Acquired | [1] | 3 | |||||||||
Bay Walk-In Clinic Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Businesses Acquired | 2 | ||||||||||
CorrectMed [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Pro Forma Revenue | $ 16,373,000 | $ 12,103,000 | 26,414,000 | 30,405,000 | |||||||
Number of Businesses Acquired | 2 | ||||||||||
CorrectMed [Member] | Urgent And Primary Care [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Pro Forma Revenue | $ 5,026,000 | $ 1,598,000 | $ 3,268,000 | $ 3,654,000 | |||||||
Med Help [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Businesses Acquired | 1 | ||||||||||
[1] | At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing. |
Acquisitions (Details) - Busine
Acquisitions (Details) - Businesses Acquired $ in Thousands | Dec. 31, 2014USD ($) | Oct. 31, 2014USD ($) | Sep. 12, 2014USD ($) | Aug. 29, 2014USD ($) | May. 08, 2014USD ($) | Dec. 31, 2014 | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | 10 | |||||||
Net Assets Acquired | $ 8,486 | |||||||
CorrectMed [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | 2 | |||||||
Net Assets Acquired | $ 2,649 | 2,649 | ||||||
Bay Walk-In Clinic Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | 2 | |||||||
Net Assets Acquired | $ 2,024 | 2,024 | ||||||
Mid-South Urgent Care Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | [1] | 3 | ||||||
Net Assets Acquired | 1,554 | |||||||
Mid-South Urgent Care Inc [Member] | Including Additional Site That is Under Construction [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | 3 | |||||||
Net Assets Acquired | $ 1,554 | |||||||
Med Help [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | 1 | |||||||
Net Assets Acquired | $ 880 | 880 | ||||||
Stat Medical Care [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Businesses Acquired | 2 | |||||||
Net Assets Acquired | $ 1,379 | $ 1,379 | ||||||
[1] | At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing. |
Acquisitions (Details) - Pro Fo
Acquisitions (Details) - Pro Forma Financial Information for the Company - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
CorrectMed [Member] | ||||
Net revenue | ||||
Net revenues | $ 16,373,000 | $ 12,103,000 | $ 26,414,000 | $ 30,405,000 |
Net loss | $ (7,020,000) | $ (3,102,000) | $ (7,020,000) | $ (4,921,000) |
Basic net (loss) per common share (in Dollars per share) | $ (1.03) | $ (0.51) | ||
Diluted net loss per common share (in Dollars per share) | $ (1.14) | $ (0.51) | ||
Loss per basic and diluted common share (in Dollars per share) | $ (1.10) | $ (0.86) | ||
Urgent And Primary Care [Member] | ||||
Net revenue | ||||
Net revenues | $ 7,678,000 | $ 6,949,000 | ||
Urgent And Primary Care [Member] | CorrectMed [Member] | ||||
Net revenue | ||||
Net revenues | $ 5,026,000 | $ 1,598,000 | 3,268,000 | 3,654,000 |
Ancillary Network [Member] | CorrectMed [Member] | ||||
Net revenue | ||||
Net revenues | $ 11,347,000 | $ 10,505,000 | $ 23,146,000 | $ 26,751,000 |
Acquisitions (Details) - Acquis
Acquisitions (Details) - Acquisition Purchase Price Breakdown - USD ($) $ in Thousands | Dec. 31, 2014 | Oct. 31, 2014 | Aug. 29, 2014 | May. 08, 2014 | Dec. 31, 2014 |
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration in purchase agreement | $ 7,138 | ||||
Adjustments on closing date | 51 | ||||
Cash consideration, as adjusted | 7,189 | ||||
Deferred consideration in purchase agreement | 1,500 | ||||
Adjustments for working capital | (216) | ||||
Valuation adjustments to promissory notes | 13 | ||||
Deferred consideration, as adjusted | 1,297 | ||||
Total Purchase Price | 8,486 | ||||
CorrectMed [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration in purchase agreement | 2,180 | ||||
Adjustments on closing date | 4 | ||||
Cash consideration, as adjusted | 2,184 | ||||
Deferred consideration in purchase agreement | 500 | ||||
Adjustments for working capital | (46) | ||||
Valuation adjustments to promissory notes | 11 | ||||
Deferred consideration, as adjusted | 465 | ||||
Total Purchase Price | $ 2,649 | 2,649 | |||
Bay Walk-In Clinic Inc [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration in purchase agreement | 1,500 | ||||
Adjustments on closing date | 0 | ||||
Cash consideration, as adjusted | 1,500 | ||||
Deferred consideration in purchase agreement | 700 | ||||
Adjustments for working capital | (170) | ||||
Valuation adjustments to promissory notes | (6) | ||||
Deferred consideration, as adjusted | 524 | ||||
Total Purchase Price | $ 2,024 | 2,024 | |||
Mid-South Urgent Care Inc [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration in purchase agreement | 1,350 | ||||
Adjustments on closing date | 34 | ||||
Cash consideration, as adjusted | 1,384 | ||||
Deferred consideration in purchase agreement | 150 | ||||
Adjustments for working capital | 15 | ||||
Valuation adjustments to promissory notes | 5 | ||||
Deferred consideration, as adjusted | 170 | ||||
Total Purchase Price | 1,554 | ||||
Med Help [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration in purchase agreement | 780 | ||||
Adjustments on closing date | 13 | ||||
Cash consideration, as adjusted | 793 | ||||
Deferred consideration in purchase agreement | 100 | ||||
Adjustments for working capital | (15) | ||||
Valuation adjustments to promissory notes | 2 | ||||
Deferred consideration, as adjusted | 87 | ||||
Total Purchase Price | $ 880 | 880 | |||
Stat Medical Care [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Cash consideration in purchase agreement | 1,328 | ||||
Adjustments on closing date | 0 | ||||
Cash consideration, as adjusted | 1,328 | ||||
Deferred consideration in purchase agreement | 50 | ||||
Adjustments for working capital | 0 | ||||
Valuation adjustments to promissory notes | 1 | ||||
Deferred consideration, as adjusted | 51 | ||||
Total Purchase Price | $ 1,379 | $ 1,379 |
Acquisitions (Details) - Summar
Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Accounts receivable | $ 630 | ||
Other current assets | 117 | ||
Property and equipment | 2,984 | ||
Identifiable intangible assets | 972 | ||
Goodwill | $ 6,182 | 6,182 | $ 0 |
Total assets acquired | 10,885 | ||
Liabilities assumed | (2,254) | ||
Deferred tax liability | (145) | ||
Net assets acquired | 8,486 | ||
CorrectMed [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 221 | ||
Other current assets | 48 | ||
Property and equipment | 1,325 | ||
Identifiable intangible assets | 110 | ||
Goodwill | 1,871 | ||
Total assets acquired | 3,575 | ||
Liabilities assumed | (926) | ||
Deferred tax liability | 0 | ||
Net assets acquired | 2,649 | ||
Bay Walk-In Clinic Inc [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 153 | ||
Other current assets | 0 | ||
Property and equipment | 63 | ||
Identifiable intangible assets | 97 | ||
Goodwill | 1,788 | ||
Total assets acquired | 2,101 | ||
Liabilities assumed | (77) | ||
Deferred tax liability | 0 | ||
Net assets acquired | 2,024 | ||
Mid-South Urgent Care Inc [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 147 | ||
Other current assets | 32 | ||
Property and equipment | 1,205 | ||
Identifiable intangible assets | 105 | ||
Goodwill | 1,437 | ||
Total assets acquired | 2,926 | ||
Liabilities assumed | (1,227) | ||
Deferred tax liability | (145) | ||
Net assets acquired | 1,554 | ||
Med Help [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 28 | ||
Other current assets | 37 | ||
Property and equipment | 180 | ||
Identifiable intangible assets | 600 | ||
Goodwill | 44 | ||
Total assets acquired | 889 | ||
Liabilities assumed | (9) | ||
Deferred tax liability | 0 | ||
Net assets acquired | 880 | ||
Stat Medical Care [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 81 | ||
Other current assets | 0 | ||
Property and equipment | 211 | ||
Identifiable intangible assets | 60 | ||
Goodwill | 1,042 | ||
Total assets acquired | 1,394 | ||
Liabilities assumed | (15) | ||
Deferred tax liability | 0 | ||
Net assets acquired | $ 1,379 |
Acquisitions (Details) - Revenu
Acquisitions (Details) - Revenue Since Acquisition $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 3,906 |
CorrectMed [Member] | |
Business Acquisition [Line Items] | |
Revenue | 2,144 |
Bay Walk-In Clinic Inc [Member] | |
Business Acquisition [Line Items] | |
Revenue | 719 |
Mid-South Urgent Care Inc [Member] | |
Business Acquisition [Line Items] | |
Revenue | 875 |
Med Help [Member] | |
Business Acquisition [Line Items] | |
Revenue | 168 |
Stat Medical Care [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 0 |
Revenue Recognition, Accounts55
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | |||||||
Expenses Reimbursement To Health Smart | $ 903,000 | ||||||
Expenses Reimbursed To Health smart Ancillary Network | 560,000 | ||||||
Sales Allowances, Services | $ (174,000) | $ 53,000 | 60,000 | $ 287,000 | |||
Allowance for Doubtful Accounts Receivable | 125,000 | $ 300,000 | 341,000 | $ 125,000 | $ 341,000 | 300,000 | 336,000 |
Profit Share Allocated To Health smart Ancillary Network | 933,000 | $ 343,000,000 | 0 | 1,905,000 | 0 | $ 903,000 | $ 0 |
Ancillary Network [Member] | |||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | |||||||
Revenues Net of Provider Payments | $ 1,500,000 | $ 1,600,000 | $ 2,900,000 | $ 2,900,000 |
Revenue Recognition, Accounts56
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Accounts Receivable from Urgent and Primary Care - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||
Estimated allowance for uncollectible amounts | $ (125,000) | $ (300,000) | $ (341,000) | $ (336,000) |
Urgent And Primary Care [Member] | ||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||
Accounts receivable | 2,616,000 | 2,434,000 | ||
Estimated allowance for uncollectible amounts | (1,538,000) | (847,000) | ||
Accounts receivable, net | $ 1,078,000 | $ 1,587,000 |
Revenue Recognition, Accounts57
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue from Urgent and Primary Care - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Total net revenues | $ 7,958 | $ 5,971 | $ 16,373 | $ 10,979 | $ 27,052 | $ 26,751 |
Urgent And Primary Care [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Gross Revenue | 10,119 | 7,259 | ||||
Provision For Contractual Adjustments And Estimated Uncollectible Amounts | (5,093) | (3,353) | ||||
Total net revenues | $ 2,354 | $ 474 | $ 5,026 | $ 474 | $ 3,906 | $ 0 |
Revenue Recognition, Accounts58
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue and Receivables from Significant Clients - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts Receivable [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Accounts Receivable | $ 557 | $ 1,029 | $ 557 | $ 1,029 | ||
Sales Revenue [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Revenue | $ 2,056 | $ 2,312 | $ 3,873 | $ 3,544 | ||
% of Total Revenue | 25.00% | 39.00% | 23.00% | 32.00% | ||
Health Smart Preferred Care II, L.P [Member] | Accounts Receivable [Member] | Ancillary Network [Member] | Customer Concentration Risk [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Accounts Receivable | $ 870 | $ 532 | ||||
Health Smart Preferred Care II, L.P [Member] | Sales Revenue [Member] | Ancillary Network [Member] | Customer Concentration Risk [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Revenue | $ 7,764 | $ 5,905 | ||||
% of Total Revenue | 34.00% | 22.00% | ||||
Benefit Administrative Systems LLC [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Accounts Receivable | $ 179 | $ 148 | ||||
Benefit Administrative Systems LLC [Member] | Sales Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Revenue | $ 1,818 | $ 2,618 | ||||
% of Total Revenue | 8.00% | 10.00% | ||||
Health Markets Inc [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Accounts Receivable | $ 244 | $ 252 | ||||
Health Markets Inc [Member] | Sales Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Revenue Recognition Accounts Receivable and Concentration of Credit Risk [Line Items] | ||||||
Revenue | $ 1,967 | $ 3,599 | ||||
% of Total Revenue | 9.00% | 13.00% |
Capital and Operating Lease O59
Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Capital and Operating Lease Obligations [Line Items] | |||
2015 (remaining 9 months) | $ 585 | $ 1,009 | |
2,016 | 1,178 | 1,178 | |
2,017 | 1,053 | 1,053 | |
2,018 | 927 | 927 | |
2,019 | 858 | 858 | |
Thereafter | 3,725 | 3,725 | |
Total minimum lease payments | 8,326 | 8,750 | |
Less current obligation under capital lease | 126 | 117 | $ 0 |
Long-term obligation under capital lease | 1,698 | 1,764 | $ 0 |
Equipment [Member] | |||
Capital and Operating Lease Obligations [Line Items] | |||
2015 (remaining 9 months) | 145 | 280 | |
2,016 | 299 | 299 | |
2,017 | 287 | 287 | |
2,018 | 276 | 276 | |
2,019 | 273 | 273 | |
Thereafter | 2,898 | 2,898 | |
Total minimum lease payments | 4,178 | 4,313 | |
Less amount representing interest | (2,354) | (2,432) | |
Present value of net minimum obligations | 1,824 | 1,881 | |
Less current obligation under capital lease | 126 | 117 | |
Long-term obligation under capital lease | 1,698 | 1,764 | |
Building [Member] | |||
Capital and Operating Lease Obligations [Line Items] | |||
2015 (remaining 9 months) | 440 | 729 | |
2,016 | 879 | 879 | |
2,017 | 766 | 766 | |
2,018 | 651 | 651 | |
2,019 | 585 | 585 | |
Thereafter | 827 | 827 | |
Total minimum lease payments | $ 4,148 | $ 4,437 |
Lines of Credit, Promissory N60
Lines of Credit, Promissory Notes, and Notes Payable (Details) - USD ($) | Aug. 12, 2015 | Jul. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Aug. 11, 2015 | Dec. 04, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,760,000 | 1,760,000 | 0 | ||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 466,000 | ||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 9,762,000 | $ 4,986,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 19,000 | $ 28,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 2.50% | ||||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 3.00% | ||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 989,000 | ||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 8,000 | ||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 6,000 | ||||||
Proceeds From Line Of Credit Used To Secure Bond | $ 200,000 | ||||||
Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 0 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.70 | ||||||
Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Line of Credit | $ 4,716,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | $ 6,000,000 | |||||
Debt, Weighted Average Interest Rate | 1.94% | 1.92% | |||||
Wells Fargo [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Line of Credit | $ 11,000,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 12,000,000 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
July 30, 2014 Warrants [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 800,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.15 | ||||||
December42014Warrants [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 960,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.71 | ||||||
July 30, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Line of Credit | $ 5,000,000 | ||||||
December 4, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Line of Credit | $ 4,500,000 | ||||||
December 4, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Line of Credit | 4,500,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,000,000 | $ 6,000,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease) | $ 1,000,000 |
Lines of Credit, Promissory N61
Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Short-term and long-term debt | $ 10,247 | $ 6,017 |
Less current maturities | 5,576 | 989 |
Long-term debt | 4,671 | 5,028 |
Revolving Line Of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Short-term and long-term debt | 9,500 | 4,716 |
Promissory Notes, Related to Acquistion [Member] | ||
Line of Credit Facility [Line Items] | ||
Short-term and long-term debt | $ 747 | 1,263 |
Note Payable 1 [Member] | ||
Line of Credit Facility [Line Items] | ||
Short-term and long-term debt | $ 38 |
Lines of Credit, Promissory N62
Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes - USD ($) $ in Thousands | Dec. 31, 2014 | Oct. 31, 2014 | Sep. 12, 2014 | Aug. 29, 2014 | May. 08, 2014 |
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 1,297 | ||||
CorrectMed [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 465 | ||||
Interest rate | 5.00% | ||||
Bay Walk-In Clinic Inc [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 289 | ||||
Mid-South Urgent Care Inc [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 170 | ||||
Interest rate | 5.00% | ||||
Med Help [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 87 | ||||
Interest rate | 5.00% | ||||
Stat Medical Care [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 51 | ||||
Interest rate | 5.00% | ||||
Note Payable 1 [Member] | Bay Walk-In Clinic Inc [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 30 | ||||
Interest rate | 5.00% | ||||
Note Payable 2 [Member] | Bay Walk-In Clinic Inc [Member] | |||||
Lines of Credit, Promissory Notes, and Notes Payable [Line Items] | |||||
Amount issued | $ 205 | ||||
Interest rate | 5.00% |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Liabilities [Line Items] | |||
Purchase price due to seller, Stat Medical | $ 268 | $ 0 | |
Accrued management fees | 218 | 173 | |
Personnel-related | 344 | 122 | |
Professional fees | 146 | 180 | |
Accrued other | 899 | 323 | |
Total | $ 2,411 | $ 1,875 | $ 798 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 691,000 | $ 667,000 |
Capitalized Computer Software, Amortization | $ 432,000 | $ 503,000 |
Property and Equipment (Detai65
Property and Equipment (Details) - Property and Equipment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,029 | $ 4,625 | |
Accumulated depreciation and amortization | (2,707) | (3,389) | |
Property and equipment, net | 4,322 | $ 4,089 | 1,236 |
Software Internally Developed [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,054 | 2,877 | |
Useful lives | 5 years | ||
Software Purchased [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 152 | 596 | |
Software Purchased [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 5 years | ||
Software Purchased [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 3 years | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 613 | 589 | |
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 5 years | ||
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 3 years | ||
Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 626 | 0 | |
Useful lives | 5 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 390 | 358 | |
Useful lives | 5 years | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 43 | 0 | |
Useful lives | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,151 | $ 205 | |
Useful lives | 7 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 6,182,000 | $ 6,182,000 | $ 6,182,000 | $ 0 | ||
Amortization of Intangible Assets | 80,000 | $ 37,000 | $ 175,000 | $ 128,000 | ||
Impairment of Intangible Assets, Finite-lived | $ 520,000 | $ 0 | 520,000 | $ 0 | ||
Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite Lived Intangible Assets Rate Of Attrition | 8.00% | 8.00% | ||||
Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite Lived Intangible Assets Rate Of Attrition | 2.00% | 2.00% | ||||
Patient Base [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | ||||
Ancillary Provider Network [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||||
Contract-Based Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived Intangible Assets Acquired | 600,000 | |||||
Impairment of Intangible Assets, Finite-lived | $ 520,000 |
Intangible Assets (Details) - O
Intangible Assets (Details) - Other Intangible Assets and Related Accumulated Amortization - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets, net | $ 756 | $ 756 | $ 1,437 | $ 640 | |||
Intangible asset impairment | 520 | $ 0 | 520 | $ 0 | |||
Urgent And Primary Care [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Accumulated amortization | (144) | (144) | (47) | 0 | |||
Intangible assets, net | 308 | 308 | 925 | 0 | |||
Intangible asset impairment | [1] | (520) | 0 | ||||
Urgent And Primary Care [Member] | Patient Relationships And Contracts [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount | 972 | 972 | 972 | 0 | |||
Ancillary Network [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Accumulated amortization | (1,901) | (1,901) | (1,837) | (1,709) | |||
Intangible assets, net | 448 | 512 | 448 | 512 | 640 | ||
Ancillary Network [Member] | Ancillary Provider Network [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount | 1,921 | 1,921 | 1,921 | 1,921 | |||
Ancillary Network [Member] | Software Internally Developed [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount | 428 | 428 | $ 428 | 428 | |||
Ancillary Network [Member] | Computer Software, Intangible Asset [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross carrying amount | $ 2,349 | $ 2,349 | $ 2,349 | $ 2,349 | $ 2,349 | ||
[1] | At the time we purchased one of our urgent and primary care centers, we allocated $600,000 of the purchase price to a contract held by the acquired center that related to non-urgent care services. During the quarter ended June 30, 2015 we suspended our provision of services under that contract and have recorded a one-time impairment charge of $520,000 relating to the unamortized balance of that intangible asset. |
Intangible Assets (Details) - F
Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Finite lived Intangible Assets Future Amortization Expense [Line Items] | |||
2015 (remaining 9 months) | $ 102 | $ 322 | |
2,016 | 202 | 322 | |
2,017 | 202 | 322 | |
2,018 | 202 | 322 | |
2,019 | 48 | 149 | |
Total | 756 | 1,437 | $ 640 |
Urgent And Primary Care [Member] | |||
Finite lived Intangible Assets Future Amortization Expense [Line Items] | |||
2015 (remaining 9 months) | 38 | 194 | |
2,016 | 74 | 194 | |
2,017 | 74 | 194 | |
2,018 | 74 | 194 | |
2,019 | 48 | 149 | |
Total | 308 | 925 | $ 0 |
Ancillary Care Services [Member] | |||
Finite lived Intangible Assets Future Amortization Expense [Line Items] | |||
2015 (remaining 9 months) | 64 | 128 | |
2,016 | 128 | 128 | |
2,017 | 128 | 128 | |
2,018 | 128 | 128 | |
2,019 | 0 | 0 | |
Total | $ 448 | $ 512 |
Warrants (Details)
Warrants (Details) - USD ($) | Dec. 04, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Outstanding (in Shares) | 1,782,222 | 1,782,222 | 1,782,222 | 1,782,222 | 22,222 | 22,222 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,760,000 | 1,760,000 | 1,760,000 | 1,760,000 | 0 | |||
Warrants and Rights Outstanding | $ 1,871,000 | $ 3,200,000 | $ 1,871,000 | $ 3,200,000 | ||||
Fair Value Adjustment of Warrants | (1,329,000) | |||||||
Unrealized Gain on Securities | $ 0 | $ 791,000 | ||||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | $ 5,000,000 | ||||||
Warrant [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Outstanding (in Shares) | 22,222 | 22,222 | 22,222 | 22,222 | 22,222 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,760,000 | 1,760,000 | 1.50 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | ||||||
Common Stock [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | ||||||
July 30, 2014 Warrants [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 800,000 | 800,000 | 800,000 | 800,000 | 800,000 | 0 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.15 | $ 3.15 | $ 3.15 | $ 3.15 | $ 3.15 | |||
Difference In Warrant Exercise Price And Market Price Per Share (in Dollars per share) | $ 0.01 | |||||||
Warrant Liability Based On Warrants Fair Value | $ 1,420,000 | |||||||
Amortization of Financing Costs | $ 195,000 | $ 388,000 | $ 322,000 | |||||
Warrants and Rights Outstanding | 872,000 | $ 1,410,000 | 872,000 | 1,410,000 | ||||
Fair Value Adjustment of Warrants | $ 578,000 | (538,000) | $ 1,410,000 | |||||
Minimum Public Offering For Warrant Provision | $ 10,000,000 | |||||||
Probability Of Future Private Stock Offering | 25.00% | 15.00% | ||||||
Unrealized Gain on Securities | $ 10,000 | |||||||
December 4, 2014 Warrants [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 960,000 | 960,000 | 960,000 | 960,000 | 960,000 | 0 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.71 | $ 2.71 | $ 2.71 | $ 2.71 | $ 2.71 | |||
Warrant Liability Based On Warrants Fair Value | $ 1,660,000 | |||||||
Amortization of Financing Costs | $ 277,000 | $ 553,000 | $ 92,000 | |||||
Warrants and Rights Outstanding | 999,000 | $ 1,790,000 | 999,000 | 1,790,000 | ||||
Fair Value Adjustment of Warrants | $ 651,000 | $ (791,000) | $ 1,790,000 | |||||
Probability Of Future Private Stock Offering | 0.00% | 100.00% | ||||||
Unrealized Gain on Securities | $ 130,000 |
Warrants (Details) - Assumption
Warrants (Details) - Assumptions Used for Warrants Issued - $ / shares | 6 Months Ended | 7 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Jul. 30, 2014 | Dec. 04, 2014 | Dec. 31, 2014 | |
July 30, 2014 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price (in Dollars per share) | $ 1.72 | $ 3.14 | $ 2.90 | |
Volatility | 80.00% | 61.50% | 72.50% | |
Risk-free interest rate | 1.32% | 1.83% | 1.65% | |
Exercise price (in Dollars per share) | $ 3.15 | $ 3.15 | $ 3.15 | |
Expected life (years) | 4 years 3 months 29 days | 5 years 3 months | 4 years 9 months 29 days | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Private stock offering % | 25.00% | 15.00% | ||
Public stock offering % | 70.00% | 80.00% | ||
December 4, 2014 Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price (in Dollars per share) | $ 1.72 | $ 2.71 | $ 2.90 | |
Volatility | 80.00% | 72.50% | 72.50% | |
Risk-free interest rate | 1.32% | 1.59% | 1.65% | |
Exercise price (in Dollars per share) | $ 2.71 | $ 2.71 | $ 2.71 | |
Expected life (years) | 4 years 5 months 5 days | 5 years | 4 years 11 months 5 days | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Warrants (Details) - The Compan
Warrants (Details) - The Company Warrants' Anti-dilution - $ / shares | 12 Months Ended | ||||
Dec. 31, 2014 | Jun. 30, 2015 | Dec. 04, 2014 | Jul. 30, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||||
Exercise Price (in Dollars per share) | $ 2.91 | $ 0 | |||
Warrants Outstanding | 1,760,000 | 1,760,000 | 0 | ||
Warrants Issued | 1,760,000 | ||||
July 30, 2014 Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise Price (in Dollars per share) | $ 3.15 | $ 0 | |||
Warrants Outstanding | 800,000 | 800,000 | 800,000 | 0 | |
Warrants Issued | 800,000 | ||||
December 4, 2014 Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise Price (in Dollars per share) | $ 2.71 | $ 0 | |||
Warrants Outstanding | 960,000 | 960,000 | 960,000 | 0 | |
Warrants Issued | 960,000 |
Warrants (Details) - The Change
Warrants (Details) - The Changes in the Warrants' Fair Values - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Fair value of outstanding warrants as of December 31, 2014 | $ 3,200 | ||
Change in fair value of warrants through 2nd Quarter 2015 | (1,329) | ||
Fair value of outstanding warrants as of June 30, 2015 | $ 1,871 | 1,871 | $ 3,200 |
July 30, 2014 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value of outstanding warrants as of December 31, 2014 | 1,410 | ||
Change in fair value of warrants through 2nd Quarter 2015 | 578 | (538) | 1,410 |
Fair value of outstanding warrants as of June 30, 2015 | 872 | 872 | 1,410 |
December 4, 2014 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value of outstanding warrants as of December 31, 2014 | 1,790 | ||
Change in fair value of warrants through 2nd Quarter 2015 | 651 | (791) | 1,790 |
Fair value of outstanding warrants as of June 30, 2015 | $ 999 | $ 999 | $ 1,790 |
Private Placement_Equity (Detai
Private Placement/Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | May. 05, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||||
Common Stock, Shares, Issued | 6,902,000 | 6,713,000 | 5,713,000 | |
Common Stock, Value, Issued | $ 69 | $ 67 | $ 57 | |
Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares, Issued | 1,000,000 | |||
Share Price | $ 2 | |||
Common Stock, Value, Issued | $ 2,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 2,287,000 | $ 1,009,000 |
Texas Tax Credit Carryforward | 18,000 | |
Operating Loss Carryforwards | 19,600,000 | $ 14,500,000 |
Expected Adjustments To Additional Paid In Capital Tax Effect From Share Based Compensation | $ 1,900,000 | |
Operating Loss Carryfoward Expiration | expire from 2025 through 2034 | |
Excess Tax Benefits On Stock Options And Warrants Exercised [Member] | ||
Income Taxes [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 5,400,000 |
Income Taxes (Details) - Effect
Income Taxes (Details) - Effective Income Tax Rate Reconciliation - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||||||
Computed “expected” tax provision (benefit) | $ (2,276) | $ (1,278) | ||||
Increase in the valuation allowance for deferred tax assets | 2,287 | 1,009 | ||||
Shortfall on stock options, warrants, and RSUs | 215 | 330 | ||||
State taxes | 12 | 19 | ||||
Permanent items | 45 | 12 | ||||
Tax benefit recognized related to stock acquisition | (145) | 0 | ||||
Other | (68) | (67) | ||||
Total income tax provision | $ 4 | $ 4 | $ 10 | $ 1 | $ 70 | $ 25 |
Income Taxes (Details) - Deferr
Income Taxes (Details) - Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Operating loss carryforward | $ 4,951 | $ 3,197 |
Accounts receivable allowance | 401 | 69 |
Texas tax credit carryforward | 215 | 221 |
Stock option compensation | 1,121 | 1,070 |
Goodwill and intangibles | 403 | 602 |
Finance costs | 209 | 0 |
Accrued expenses | 209 | 120 |
Alternative Minimum Tax credit carryforwards | 16 | 16 |
Total deferred tax assets | 7,525 | 5,295 |
Deferred tax liabilities: | ||
Property and equipment | (518) | (397) |
Prepaid expense | (96) | (71) |
Total deferred tax liabilities | (614) | (468) |
Valuation allowance | (6,893) | (4,606) |
Net deferred tax assets | $ 18 | $ 221 |
Income Taxes (Details) - Compon
Income Taxes (Details) - Components of Income Tax Expense (Benefit) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components Of Income Tax Expense Benefit [Line Items] | ||||||
Current | $ 12 | $ 18 | ||||
Deferred | 58 | 7 | ||||
Total income tax provision | $ 4 | $ 4 | $ 10 | $ 1 | $ 70 | $ 25 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) | Jun. 03, 2014 | May. 19, 2009 | May. 16, 2015 | May. 16, 2005 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 734,000 | 284,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,245,000 | 750,000 | 1,245,000 | 1,245,000 | 792,000 | ||||
Allocated Share-based Compensation Expense | $ 592,000 | $ 299,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 6 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 774,000 | 46,000 | $ 774,000 | $ 774,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 274,000 | $ 40,000 | 274,000 | 274,000 | |||||
Stock Issued During Period, Shares, Stock Splits | 308 | 5,411 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 390 | $ 5,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 894,000 | $ 894,000 | $ 894,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 1 month 6 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | ||||||||
Restricted Stock Units Issued in Violation of Terms of Share-based Compensation Plans, Amount | 100,660 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Forfeiture Rate | 29.50% | 20.50% | |||||||
The 2009 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | ||||||||
Non Qualified Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 384,000 | $ 247,000 | |||||||
Stock Option Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 749,776 | ||||||||
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | 16,667 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,249,776 | ||||||||
Stock Option Plan And The 2009 Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,381,914 | 482,083 | 1,381,914 | 1,381,914 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Allocated Share-based Compensation Expense | $ 208,000 | $ 52,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 105,000 | 50,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 219,000 | $ 219,000 | $ 219,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 155,663 | 155,663 | 155,663 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Forfeiture Rate | 5.00% | ||||||||
Restricted Stock Units (RSUs) [Member] | Management [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 55,000 |
Stock-based Compensation (Det79
Stock-based Compensation (Details) - Valuation Assumptions - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value | $ 2 | $ 1.01 |
Weighted-average assumptions used: | ||
Expected volatility | 72.80% | 77.70% |
Expected lives (years) | 5 years | 6 years 2 months 12 days |
Risk free interest rate | 1.70% | 1.00% |
Forfeiture rate | 29.50% | 20.50% |
Dividend rate | 0.00% | 0.00% |
Stock-based Compensation (Det80
Stock-based Compensation (Details) - Stock Option Activity - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding | 750 | 792 |
Options, Granted | 734 | 284 |
Options, Forfeited | (214) | (113) |
Options, Cancelled | (25) | (208) |
Options, Exercised | (5) | |
Options, Outstanding | 1,245 | 750 |
Options, Exercisable | 543 | |
Weighted-Average Exercise Price, Outstanding | $ 4.74 | $ 6.06 |
Weighted Average Exercise Price, Granted | 2.26 | 1.88 |
Weighted Average Exercise Price, Forfeited | 2.13 | 2.88 |
Weighted Average Exercise Price, Cancelled | 6.34 | 6.99 |
Weighted Average Exercise Price, Exercised | 0.93 | |
Weighted-Average Exercise Price, Outstanding | 3.69 | $ 4.74 |
Weighted-Average Exercise Price, Exercisable | $ 5.51 |
Stock-based Compensation (Det81
Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options shares in Thousands | 12 Months Ended |
Dec. 31, 2014$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 1,245 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 6 years 7 months 20 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 3.69 |
Options Exercisable, Number Exercisable | 543 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 5.51 |
Under $1.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 53 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 6 months |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 0.93 |
Options Exercisable, Number Exercisable | 52 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 0.93 |
$1.00 - $2.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 645 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 8 years 3 months 18 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 1.87 |
Options Exercisable, Number Exercisable | 160 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 1.83 |
$2.01 - $3.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 87 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 9 years 6 months 14 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 2.81 |
Options Exercisable, Number Exercisable | 0 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 0 |
$3.01 - $4.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 130 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 9 years 6 months 14 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 3.32 |
Options Exercisable, Number Exercisable | 8 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 3.2 |
$4.01 - $5.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 25 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 3 years 5 months 26 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 4.24 |
Options Exercisable, Number Exercisable | 24 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 4.24 |
$5.01 - $6.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 96 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 2 years 3 months 14 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 5.56 |
Options Exercisable, Number Exercisable | 96 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 5.56 |
$6.01 - $7.00 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 84 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 2 years 5 months 26 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 6.14 |
Options Exercisable, Number Exercisable | 78 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 6.14 |
Greater than $7.01 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | 125 |
Options Outstanding, Weighted-Average Outstanding Contractual Life | 2 years 1 month 28 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 12.08 |
Options Exercisable, Number Exercisable | 125 |
Options Exercisable, Weighted-Average Exercise Price | $ / shares | $ 12.08 |
Stock-based Compensation (Det82
Stock-based Compensation (Details) - Summary of Restricted Stock Options Activity - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Granted | 50,000 | |
RSUs, Forfeited | (214,000) | (113,000) |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs, Outstanding | 51,000 | 4,000 |
RSUs, Granted | 105,000 | 50,000 |
RSUs, Forfeited | (1,000) | |
Weighted-Average Grant Date Fair Value, Converted to common stock | (2,000) | |
RSUs, Outstanding | 156,000 | 51,000 |
RSUs, Vested and convertible to common stock | 56,000 | |
Weighted-Average Grant Date Fair Value, Outstanding | $ 2.4 | $ 21.4 |
Weighted-Average Grant Date Fair Value, Granted | 3.49 | 1.99 |
Weighted-Average Grant Date Fair Value, Forfeited | 21.63 | |
Weighted-Average Grant Date Fair Value, Converted to common stock | 21.32 | |
Weighted-Average Grant Date Fair Value, Outstanding | 3.08 | $ 2.4 |
Weighted-Average Grant Date Fair Value, Vested and convertible to common stock | $ 2.65 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Benefit Plans [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.50% | |
Defined Contribution Plan, Cost Recognized | $ 109,000 | $ 98,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 10, 2014USD ($) |
Related Party Transaction [Line Items] | |
Related Party Monthly Fee Payable | $ 10,000 |
Segment Reporting (Details) - C
Segment Reporting (Details) - Consolidating Statements of Operations by Industry - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||||||
Net revenues | $ 7,958 | $ 5,971 | $ 16,373 | $ 10,979 | $ 27,052 | $ 26,751 |
Total segment income (loss) | (2,065) | (987) | (4,433) | (2,069) | (4,087) | (2,439) |
Additional Segment Disclosures: | ||||||
Interest expense | 93 | 13 | 176 | 9 | 658 | 0 |
Gain on warrant liability,net of deferred loan fees amortization | 757 | 0 | 388 | 0 | ||
Depreciation and amortization expense | 292 | 215 | 583 | 393 | 866 | 795 |
Income tax expense | 4 | 4 | 10 | 1 | 70 | 25 |
Total asset expenditures | 48 | 85 | 138 | 196 | 816 | 315 |
Urgent And Primary Care [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 2,354 | 474 | 5,026 | 474 | 3,906 | 0 |
Total segment income (loss) | (795) | 71 | (1,245) | 71 | (80) | 0 |
Additional Segment Disclosures: | ||||||
Interest expense | 70 | 13 | 132 | 13 | 658 | 0 |
Gain on warrant liability,net of deferred loan fees amortization | (568) | 0 | (291) | (4) | ||
Depreciation and amortization expense | 151 | 41 | 300 | 41 | 222 | 0 |
Income tax expense | 0 | 0 | 0 | 0 | (145) | 0 |
Total asset expenditures | 19 | 0 | 19 | 0 | 347 | 0 |
Ancillary Network [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 5,604 | 5,497 | 11,347 | 10,505 | 23,146 | 26,751 |
Total segment income (loss) | 340 | 242 | 450 | 75 | 1,353 | 1,096 |
Additional Segment Disclosures: | ||||||
Interest expense | 0 | 0 | 0 | 0 | 0 | 0 |
Gain on warrant liability,net of deferred loan fees amortization | 0 | 0 | 0 | 0 | ||
Depreciation and amortization expense | 141 | 174 | 283 | 352 | 644 | 795 |
Income tax expense | 0 | 4 | 6 | 1 | 215 | 25 |
Total asset expenditures | 0 | 85 | 0 | 196 | 429 | 315 |
Shared Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenues | 0 | 0 | 0 | 0 | 0 | 0 |
Total segment income (loss) | (1,610) | (1,300) | (3,638) | (2,215) | (5,360) | (3,535) |
Additional Segment Disclosures: | ||||||
Interest expense | 23 | 0 | 44 | 0 | 0 | 0 |
Gain on warrant liability,net of deferred loan fees amortization | (189) | 0 | (97) | 0 | ||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 | 0 | 0 |
Total asset expenditures | $ 29 | $ 0 | $ 119 | $ 0 | $ 40 | $ 0 |
Segment Reporting (Details) - R
Segment Reporting (Details) - Reconciliation of Reportable Segment Operating Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Total segment operating loss | $ (2,065) | $ (987) | $ (4,433) | $ (2,069) | $ (4,087) | $ (2,439) |
Less (add): | ||||||
Severance charges | 346 | 0 | 346 | 108 | 108 | 199 |
Ancillary network prepaid write-off | 487 | 0 | 487 | 0 | ||
Non-recurring transaction costs | 37 | 0 | 450 | 0 | 333 | 50 |
Depreciation and amortization expense | 292 | 215 | 583 | 393 | 866 | 795 |
Non-cash stock-based compensation expense | 256 | 123 | 403 | 197 | 592 | 299 |
Intangible asset impairment | 520 | 0 | 520 | 0 | ||
Non-recurring professional fees | 166 | 0 | ||||
Operating loss | (4,003) | (1,325) | (7,222) | (2,767) | (6,152) | (3,782) |
Bank interest expense | 93 | 13 | 176 | 9 | 658 | 0 |
Gain on warrant liability, net of deferred loan fees amortization | 757 | 0 | 388 | 0 | ||
(Gain)/loss on disposal of assets | (108) | 5 | ||||
Interest income | (9) | (27) | ||||
Loss before income taxes | $ (3,339) | $ (1,338) | $ (7,010) | $ (2,776) | $ (6,693) | $ (3,760) |
Segment Reporting (Details) -87
Segment Reporting (Details) - Consolidating Assets, by Segment - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 17,769 | $ 21,105 | $ 11,029 |
Urgent And Primary Care [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 12,137 | 11,958 | 0 |
Ancillary Network [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 4,515 | 5,202 | 4,404 |
Shared Services [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,117 | $ 3,945 | $ 6,625 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 14, 2015 | Aug. 12, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 0 | $ 2,180,000 | $ 6,921,000 | $ 0 | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 7,138,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Issued During Period (in Shares) | 300,000 | |||||
Class of Warrant or Right, Issued During Period, Exercise Price (in Shares) | 1.70 | |||||
Subsequent Event [Member] | December 4 2014 Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Increase (Decrease), Net, Total | $ 1,000,000 | |||||
Subsequent Event [Member] | December 4 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease) | $ 1,000,000 | |||||
Subsequent Event [Member] | Medac Health Services P A [Member] | Scenario, Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 5,040,000 | |||||
Financing Required To Close On Asset Purchase Agreement | 560,000 | |||||
Subsequent Event [Member] | Medac Health Services P A [Member] | Promissory Notes Related To Acquistion [Member] | Scenario, Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,600,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Debt Instrument, Term | 18 months |