Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | American CareSource Holdings, Inc. | |
Trading Symbol | gnow | |
Document Type | S1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 6,954,293 | |
Amendment Flag | true | |
Amendment Description | We are filing this Amendment No. 1 on Form 10-Q/A (this "Amended Report") to amend and restate, in their entirety, the following items of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, as originally filed with the Securities and Exchange Commission on November 16, 2015 (the "Original Report"): (i) Item 1 of Part I "Financial Statements," (ii) Item 2 of Part I, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and (iii) Item 6 of Part II, "Exhibits," and we have also updated the signature page, the certifications of our Acting Chief Executive Officer and Interim Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101. This Amended Report is intended to correct the errors described in the immediately following paragraph. No other Items were affected, but, for the convenience of the reader, this Amended Report restates in its entirety, as amended, our Original Report. We have determined that our diluted weighted-average shares outstanding, as reported in the Consolidated Statements of Operations and Note 4 of the Original Report, contained a computational error. We have also determined that expenses reflected in "Management's Discussion and Analysis of Financial Condition and Results of Operations" attributable to shared services for the period ended September 30, 2014 were overstated by $28,000. This Amended Report speaks as of the date of the Original Report and should be read in conjunction with the Original Report. Except as specifically noted above, this Amended Report does not modify or update the financial results or disclosures in the Original Report. Accordingly, this Amended Report does not reflect events occurring after the filing of the Original Report or modify or update any related or other disclosures. | |
Entity Central Index Key | 1,316,645 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 197 | $ 1,020 |
Accounts receivable | 2,969 | 4,204 |
Prepaid expenses and other current assets | 775 | 612 |
Deferred income taxes | 6 | 6 |
Total current assets | 3,947 | 5,842 |
Property and equipment, net | 3,921 | 4,322 |
Other assets: | ||
Deferred income taxes | 12 | 12 |
Deferred loan fees, net | 1,625 | 2,666 |
Deferred offering costs | 310 | 225 |
Other non-current assets | 104 | 488 |
Intangible assets, net | 705 | 1,437 |
Goodwill | 6,113 | 6,113 |
Total other assets | 8,869 | 10,941 |
Total assets | 16,737 | 21,105 |
Current liabilities: | ||
Lines of credit | 5,000 | |
Due to ancillary network | 2,900 | 2,308 |
Accounts payable | 944 | 762 |
Accrued liabilities | 2,062 | 1,875 |
Current portion of long-term debt | 351 | 989 |
Capital lease obligations, current portion | 130 | 117 |
Total current liabilities | 12,059 | 6,954 |
Long-term liabilities: | ||
Lines of credit | 5,800 | 4,716 |
Promissory notes and notes payable | 312 | |
Capital lease obligations | 1,666 | 1,764 |
Warrant derivative liability | 1,670 | 3,200 |
Other long-term liabilities | 356 | 222 |
Total long term liabilities | 9,492 | 10,214 |
Total liabilities | 21,551 | 17,168 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 40,000 shares authorized; 6,952 and 6,713 shares issued and outstanding in 2015 and 2014, respectively | 69 | 67 |
Additional paid-in capital | 26,188 | 25,731 |
Accumulated deficit | (31,071) | (21,861) |
Total stockholders' equity (deficit) | (4,814) | 3,937 |
Total liabilities and stockholders' equity (deficit) | 16,737 | 21,105 |
Due to Healthsmart [Member] | ||
Current liabilities: | ||
Due to ancillary network | $ 672 | $ 903 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 6,952 | 6,713 |
Common stock, shares outstanding | 6,952 | 6,713 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenues: | ||||
Ancillary network | $ 4,293 | $ 5,656 | $ 15,640 | $ 16,161 |
Urgent and primary care | 2,225 | 1,107 | 7,251 | 1,581 |
Total net revenues | 6,518 | 6,763 | 22,891 | 17,742 |
Operating expenses: | ||||
Ancillary network provider payments | 3,130 | 3,929 | 11,598 | 11,562 |
Ancillary network administrative fees | 275 | 278 | 799 | 805 |
Ancillary network other operating costs | 1,080 | 2,985 | ||
Ancillary network prepaid write-off | 487 | |||
Salaries, wages, contract medical professional fees and related expenses | 2,493 | 2,406 | 8,331 | 5,513 |
Facility expenses | 337 | 212 | 1,048 | 474 |
Medical supplies | 225 | 66 | 623 | 93 |
Other operating expenses | 1,183 | 1,265 | 5,344 | 3,063 |
Intangible asset impairment | 520 | |||
Depreciation and amortization | 274 | 235 | 857 | 628 |
Total operating expenses | 8,997 | 8,391 | 32,592 | 22,138 |
Operating (loss) | (2,479) | (1,628) | (9,701) | (4,396) |
Other (income) expense : | ||||
(Gain) on cancellation of acquisition promissory note | (289) | (289) | ||
Interest expense: | ||||
Interest expense | 101 | 28 | 277 | 37 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (101) | 24 | (489) | 24 |
Total other (income) expense and interest expense | (289) | 52 | (501) | 61 |
Loss before income taxes | (2,190) | (1,680) | (9,200) | (4,457) |
Income tax expense (benefit) | (226) | 10 | (225) | |
Net (loss) | $ (2,190) | $ (1,454) | $ (9,210) | $ (4,232) |
Basic net loss per share (in Dollars per share) | $ (0.32) | $ (0.22) | $ (1.35) | $ (0.67) |
Diluted net loss per share (in Dollars per share) | $ (0.39) | $ (0.22) | $ (1.60) | $ (0.67) |
Basic weighted-average shares outstanding (in Shares) | 6,921 | 6,745 | 6,847 | 6,290 |
Diluted weighted-average shares outstanding (in Shares) | 7,038 | 6,745 | 6,913 | 6,290 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Amount at Dec. 31, 2014 | $ 67 | $ 25,731 | $ (21,861) | $ 3,937 |
Shares (in Shares) at Dec. 31, 2014 | 6,713 | 6,713 | ||
Net loss | (9,210) | $ (9,210) | ||
Stock-based compensation expense | 426 | 426 | ||
Issuance of common stock upon exercise of equity incentive awards | 33 | 33 | ||
Issuance of common stock upon exercise of equity incentive awards (in Shares) | 34 | |||
Issuance of common stock upon conversion of restricted stock units | $ 2 | (2) | ||
Issuance of common stock upon conversion of restricted stock units (in Shares) | 155 | |||
Issuance of restricted shares of common stock (in Shares) | 50 | |||
Amount at Sep. 30, 2015 | $ 69 | $ 26,188 | $ (31,071) | $ (4,814) |
Shares (in Shares) at Sep. 30, 2015 | 6,952 | 6,952 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (9,210,000) | $ (4,232,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock-based compensation expense | 426,000 | 366,000 |
Intangible asset impairment | 520,000 | |
Depreciation and amortization | 857,000 | 628,000 |
(Gain) loss on warrant liability, net of deferred loan fees amortization | (489,000) | 24,000 |
Gain on cancellation of acquisition promissory note | (289,000) | |
Deferred income taxes | (227,000) | |
Change in deferred rent | 134,000 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 1,235,000 | (650,000) |
Prepaid expenses and other assets | 170,000 | (235,000) |
Due to ancillary network | 592,000 | 263,000 |
Accounts payable | 175,000 | 391,000 |
Accrued liabilities | 187,000 | 576,000 |
Net cash used in operating activities | (5,923,000) | (3,096,000) |
Cash flows from investing activities: | ||
Cost of acquisitions | (5,030,000) | |
Additions to property and equipment | (193,000) | (422,000) |
Net cash used in investing activities | (193,000) | (5,452,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and option exercises | 33,000 | 2,000,000 |
Proceeds from borrowings under lines of credit | 6,084,000 | 2,834,000 |
Principal payments on capital lease obligations | (85,000) | (14,000) |
Principal payments on long-term debt | (661,000) | (17,000) |
Offering costs, paid and deferred | (78,000) | |
Net cash provided by financing activities | 5,293,000 | 4,803,000 |
Net decrease in cash and cash equivalents | (823,000) | (3,745,000) |
Cash and cash equivalents at beginning of period | 1,020,000 | 6,207,000 |
Cash and cash equivalents at end of period | 197,000 | 2,462,000 |
Supplemental cash flow information: | ||
Cash paid (received) for taxes, net of refunds | (6,000) | 25,000 |
Cash paid for interest | 280,000 | 36,000 |
Supplemental non-cash operating and financing activity: | ||
Offering costs, unpaid and deferred | 7,000 | |
Reclassified property and equipment from prepaid expenses | 51,000 | |
Warrants issued as deferred financing costs | 347,000 | 1,690,000 |
Debt issued as consideration in business combination | $ 1,308,000 | |
Due to Healthsmart [Member] | ||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Due to ancillary network | $ (231,000) |
Note 1 - General
Note 1 - General | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [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 April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. |
Note 2 - Description of Busines
Note 2 - Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [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 early May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, consummated five transactions resulting in our acquisition of ten urgent and primary care centers, three of which are located in Georgia, two in Florida, three in Alabama and two in Virginia. Our healthcare 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 primarily on a walk-in basis. Our centers offer a broad range of medical services that generally fall within the urgent care, primary care, family care, and occupational medicine classifications. Specifically, we offer non-life-threatening, out-patient medical care for the treatment of acute, episodic, and some chronic medical conditions. When hospitalization or specialty care is needed, referrals to appropriate providers are made. Patients typically visit our centers on a walk-in basis when their condition is not severe enough to warrant an emergency visit or when treatment by their primary care provider is inconvenient. We also attempt to capture follow-up, preventative and general primary care business after walk-in visits. The services provided at our centers include, but are not limited to, the following: · routine treatment of general medical problems, including colds, flu, ear infections, hypertension, asthma, pneumonia, urinary tract infections, and other conditions typically treated by primary care providers; · treatment of injuries, such as simple fractures, dislocations, sprains, bruises, and cuts; · minor, non-emergent surgical procedures, including suturing of lacerations and removal of foreign bodies; · diagnostic tests, such as x-rays, electrocardiograms, complete blood counts, and urinalyses; and · occupational and industrial medical services, including drug testing, workers' compensation cases, and pre-employment physical examinations. All of our centers are equipped with digital x-ray machines, electrocardiograph machines and basic laboratory equipment, and are generally staffed with a combination of licensed physicians, nurse practitioners, physician assistants, medical support staff, and administrative support staff. Our medical support staff includes licensed nurses, certified medical assistants, laboratory technicians, and registered radiographic technologists. We intend to grow our urgent and primary care business through the acquisition of new centers, by improving patient volume and overall performance in our existing centers, and by developing new centers in strategic areas located in the eastern and southeastern United States. We believe that by offering affordable urgent care and primary care services to patients and their families at convenient times and locations, as well as easily accessible occupational health services to local employers, we are uniquely positioned to serve as a meaningful part of the solution to the United States’ ongoing healthcare problems. 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. Our management 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 September 30, 2015 was approximately $1,700,000. 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. Although HealthSmart’s option to purchase and our option to sell the ancillary network business do not become exercisable until October 1, 2016, we currently are in negotiations with HealthSmart to facilitate an earlier disposition at a price in the range of $2,500,000 to $4,000,000, which would be in addition to the $1,700,000 of net profit received by us since the beginning of the management arrangement. However, we cannot assure you such negotiations will result in us disposing of our legacy business within such price range, earlier than October 1, 2016 or at all. 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, seek to sell the business on the most favorable terms we are able to obtain, or to wind-down that line of business. |
Note 3 - Liquidity and Earnings
Note 3 - Liquidity and Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity And Earnings Loss 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 $5.9 million and $3.1 million during the nine months ended September 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 try to improve the operating performance of our existing urgent and primary care centers, expand our urgent and primary care segment and continue the operations of our ancillary network business. In addition, a portion of our outstanding indebtness to Wells Fargo becomes due and payable June 1, 2016. (See Note 7 - Lines of Credit, Promissory Notes, and Notes Payable - for further details). 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 November 13, 2015, in addition to the $1,000,000 remaining under our revolving credit facility, we had funds of approximately $585,000 available for these needs. We plan to seek to raise additional capital through public or private offerings of our common stock, debt financings, borrowings or a combination thereof. To satisfy any immediate working capital needs, we plan to draw upon the remaining $1,000,000 of debt capacity under our revolving credit facility. (See Note 7 – Lines of Credit, Promissory Notes, and Notes Payable- for further details 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 raise additional capital on 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 ended September 30, 2015 Nine months ended September 30, 2015 Numerator: Net (loss) for basic earnings per share $ (2,190 ) $ (9,210 ) Less gain on change in fair value of warrant liability 548 1,877 Net (loss) for diluted earnings per share (2,738 ) (11,087 ) Denominator: Weighted-average basic common shares outstanding 6,921 6,847 Assumed conversion of dilutive securities: Common stock purchase warrants 117 66 Denominator for dilutive earnings per share - adjusted weighted-average shares 7,038 6,913 Basic net (loss) per share $ (0.32 ) $ (1.35 ) Diluted net (loss) per share $ (0.39 ) $ (1.60 ) The following table summarizes potentially dilutive shares outstanding as of September 30, 2015, which were excluded from the calculation due to being anti-dilutive: 2015 Common stock purchase warrants 22 Stock options 649 Restricted shares of common stock 50 |
Note 4 - Acquisitions
Note 4 - Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
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 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. Nine months ended September 30, 2015 2014 Net revenue Ancillary network $ 15,640 $ 16,161 Urgent and primary care 7,251 2,705 Total net revenue 22,891 18,866 Net loss $ (9,210 ) $ (4,556 ) Basic net (loss) per common share $ (1.35 ) $ (0.72 ) Diluted net (loss) per common share $ (1.60 ) $ (0.72 ) 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. We refer to this transaction as the “Medac Asset Acquisition.” 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. On October 20, 2015, we agreed, subject to certain customary conditions, to close the Medac Asset Acquisition no later than November 20, 2015 and provided a nonrefundable $150,000 deposit towards the purchase price. No assurance can be given that the proposed Medac Asset Acquisition will be consummated by November 20, 2015, on the terms and conditions set forth herein, or at all. (See Part II, Item 1A. Risk Factors - “We may be unable to complete our planned acquisition of certain assets of Medac on currently anticipated terms, or at all”). During the quarter ended September 20, 2015, there was a measurement period adjustment to Stat Medical Care preliminary accounts receivable balance due to receipt of more accurate information regarding the accounts receivable balance as of the acquisition date. Accounts receivable was increased $69,000 and goodwill was decreased by the same amount. |
Note 5 - Revenue Recognition, A
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk | 9 Months Ended |
Sep. 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 September 30, 2015, and revenues for the nine months ending September 30, 2015, for our urgent and primary care business. We entered the urgent and primary care business in May 2014. September 30, 2015 December 31, 2014 Accounts receivable $ 2,814 $ 2,434 Less: Estimated allowance for uncollectible amounts (1,728 ) (847 ) Accounts receivable, net $ 1,086 $ 1,587 September 30, 2015 September 30, 2014 Gross revenue $ 14,356 $ 2,867 Less: Provision for contractual adjustments and estimated uncollectible amounts (7,105 ) (1,286 ) Net revenue $ 7,251 $ 1,581 During the quarter ended September 30, 2015, there was a measurement period adjustment to Stat Medical Care preliminary accounts receivable balance due to receipt of more accurate information regarding the accounts receivable balance as of the acquisition date. Accounts receivable was increased $69,000 and goodwill was decreased by the same amount. 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 ● 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 nine months ended September 30, 2015, our net ancillary network revenues would have been $1,200,000 and $4,100,000, respectively. For the three and nine months ended September 30, 2014, our net ancillary network revenues would have been approximately $1,700,000 and $4,600,000, respectively. For our ancillary network business, HealthSmart comprised a significant portion of our net revenue during the period ended September 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: Period ended September 30, 2015 Period ended September 30, 2014 As of September 30, 2015 Three months Nine months ended As of September 30, 2014 Three months Nine months ended Accounts Receivable Revenue % of Total Revenue Revenue % of Total Revenue Accounts Receivable Revenue % of Total Revenue Revenue % of Total Revenue HealthSmart Preferred Care II, L.P. $ 897 $ 2,048 48 % $ 5,921 38 % $ 876 $ 1,938 34 % $ 5,483 34 % 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 $(30,000) and $55,000 for the three-month periods ended September 30, 2015 and 2014, respectively. The allowance was approximately $71,000 and $354,000 at September 30, 2015 and 2014, respectively. |
Note 6 - Capital and Operating
Note 6 - Capital and Operating Lease Obligations | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015: Capital Leases Operating Leases Total 2015 (remaining 3 months) $ 74 $ 233 $ 307 2016 299 879 1,178 2017 287 766 1,053 2018 276 651 927 2019 273 585 858 Thereafter 2,898 830 3,728 Total minimum lease payments 4,107 $ 3,944 $ 8,051 Less amount representing interest (2,311 ) Present value of net minimum obligations 1,796 Less current obligation under capital lease 130 Long-term obligation under capital lease $ 1,666 |
Note 7 - Lines of Credit, Promi
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
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 are 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 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 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 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 September 30, 2015, we had outstanding borrowings of $5,000,000 under our July 2014 credit agreement and $5,800,000 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 September 30, 2015. Based on the extension of the December 2014 credit agreement to October 2016 subsequent to quarter end, the $5,800,000 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, which is not currently available to be borrowed by us, was used to secure a bond required by a state license for the ancillary network business. The weighted-average interest rate on these borrowings was 1.94% as of September 30, 2015. Promissory Notes and Notes Payable The following is a summary of all Company debt as of September 30, 2015: Revolving line of credit $ 10,800 Promissory notes, related to acquisitions 351 Total debt 11,151 Less current maturities 5,351 Long-term debt $ 5,800 Outstanding debt balances as of September 30, 2015 mature as follows: 2015 (remaining 3 months) - $194,000; 2016 - $10,957,000. In 2014, as part of the purchase consideration for one of our urgent and primary care acquisitions the Company issued a promissory note for $289,000 that was payable to a previous clinic seller in August 2015. During the quarter ended September 30, 2015 promissory note was cancelled and therefore, we have recorded a one-time gain of $289,000. |
Note 8 - Intangible Assets
Note 8 - Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
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: September 30, 2015 December 31, 2014 Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 972 $ 972 Accumulated amortization (163 ) (47 ) Intangible asset impairment* (520 ) - Urgent and primary care intangibles, net 289 925 Gross carrying amount of ancillary intangibles: Ancillary provider network 1,921 1,921 Software 428 428 2,349 2,349 Accumulated amortization (1,933 ) (1,837 ) Ancillary intangibles, net 416 512 Total intangibles, net $ 705 $ 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 $51,000 and $48,000 during the three-month periods ended September 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 years. The ancillary provider network is being amortized using the straight-line method over its anticipated 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 Primary Care Ancillary Care Services Total 2015 (remaining 3 months) $ 19 $ 32 $ 51 2016 74 128 202 2017 74 128 202 2018 74 128 202 2019 48 - 48 Total $ 289 $ 416 $ 705 |
Note 9 - Warrants
Note 9 - Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Warrants [Abstract] | |
Warrants [Text Block] | 9. Warrants The Company had outstanding warrants to purchase 2,082,222 shares and 822,222 shares of our common stock as of September 30, 2015 and September 30, 2014, respectively. Warrants to purchase 2,060,000 of those shares at September 30, 2015 are considered derivative warrants because they contain exercise-price adjustment features. The remaining warrant to purchase 22,222 shares that was outstanding as of September 30, 2015 and 2014 is a non-derivative warrant, which expires on February 1, 2017, and has 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. 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 including the warrants' strike price and the number of shares that can be purchased by the warrant holders. When the warrants were issued, they allowed warrant holders to purchase 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. On August 28, 2015, restricted stock was awarded to our directors pursuant to our director compensation plan. In accordance with the anti-dilution provisions of the warrant contracts, the warrants’ strike price was reduced to $1.46 per share, which was equal to the closing market price of our common stock on August 28, 2015. Holders of warrants representing substantially all of the shares issuable under the July 2014 warrants have waived any adjustment in the number of shares that could be purchased pursuant to their warrants as a result of the change in the strike price. Because the warrants’ 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 and nine months ended September 30, 2015, we recognized $194,000 and $582,000, 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 unrealized losses (gains) and reported as a component of interest expense on the Company's statement of operations. On December 31, 2014 and September 30, 2015, the warrants were adjusted to their estimated fair value of $1,410,000 and $622,000, respectively. The Company's statement of operations for the three and nine months ended September 30, 2015 include unrealized gains of $250,000 and $788,000, 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 our common stock is issued in certain transactions at a price below the warrant exercise price ($1.46 as of September 30, 2015) before a public offering is closed for at least $10,000,000. In the September 30, 2015 calculation, we assumed that there was a 15% probability that the Company would issue common stock in at least one of those transactions 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 such issuance, 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: September 30, 2015 December 31, 2014 Stock price $ 1.25 $ 2.90 Volatility 90.0 % 72.5 % Risk-free interest rate 1.15 % 1.65 % Exercise price $ 1.46 $ 3.15 Expected life (years) 4.08 4.83 Dividend yield 0 % 0 % Private stock offering % 15 % 15 % Public stock offering % 80 % 80 % Equity raise time period 4th Quarter 2015 4th Quarter 2015 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 our common stock. 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. When the warrants were issued, they allowed warrant holders to purchase shares of our common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014. On August 28, 2015, restricted stock was awarded to our directors pursuant to our director compensation plan. In accordance with the anti-dilution provisions of the warrant contracts, the warrants’ strike price was reduced to $1.46 per share, which was equal to the closing market price of our common stock on August 28, 2015. Because the warrants’ 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, are being amortized over the life of the line of credit agreement, which expires on October 1, 2016. During the three and nine months ended September 30, 2015, we recognized $203,000 and $756,000, 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 unrealized losses (gains) and reported as a component of interest expense on the Company's statement of operations. On December 31, 2014 and September 30, 2015, the warrants were adjusted to their estimated fair value of $1,790,000 and $787,000, respectively. The Company's statement of operations for the three months and nine months ended September 30, 2015 include unrealized gains of $212,000 and $1,003,000, 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 our common stock is issued in certain transactions at a price below the warrant exercise price ($1.46 as of September 30, 2015). In the September 30, 2015 calculation, we assumed that there was a 95% probability that the Company would issue common stock in at least one of those transactions 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 such issuance, 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: September 30, 2015 December 31, 2014 Stock price $ 1.25 $ 2.90 Volatility 90.0 % 72.5 % Risk-free interest rate 1.15 % 1.65 % Exercise price $ 1.46 $ 2.71 Expected life (years) 4.18 4.93 Dividend yield 0 % 0 % August 12, 2015 Warrants On August 12, 2015, we issued warrants to individuals who provided guarantees in connection with a $1,000,000 increase in, and extension of, our December 2014 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 300,000 shares of our common stock. The warrants vested immediately and are exercisable any time prior to their expiration on August 12, 2020. 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 of warrants issued to our officers and directors do not become effective unless and until they are approved by our stockholders. When the warrants were issued, they allowed warrant holders to purchase shares of our common stock for $1.70 per share, which was equal to the closing market price of our common stock on August 12, 2015. On August 28, 2015, restricted stock was awarded to our directors pursuant to our director compensation plan. In accordance with the anti-dilution provisions of the warrant contracts, the warrants’ strike price was reduced to $1.46 per share, which was equal to the closing market price of our common stock on August 28, 2015. Because the warrants’ 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 $347,000. 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 October 1, 2016. During the period ended September 30, 2015, we recognized $50,000 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) and reported as a component of interest expense on the Company's statement of operations. In the September 30, 2015 calculation, we assumed that there was a 100% probability that any adjustment to the strike price, including the adjustment of the stock price to $1.46 per share, would be approved by stockholders. On September 30, 2015, the warrants were adjusted to their estimated fair value of $261,000. The Company's statement of operations for the three and nine months ended September 30, 2015 include an unrealized gain of $86,000. The unrealized gain corresponds with the decrease in the warrant liability since August 12, 2015. 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 our common stock is issued in certain transactions at a price below the warrant exercise price ($1.46 as of September 30, 2015). In the September 30, 2015 calculation, we assumed that there was a 95% probability that the Company would issue common stock in at least one of those transactions 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 such issuance, 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: September 30, 2015 August 12, 2015 Stock price $ 1.25 $ 1.70 Volatility 90.0 % 82.5 % Risk-free interest rate 1.37 % 1.52 % Exercise price $ 1.46 $ 1.70 Expected life (years) 4.87 5 Dividend yield 0 % 0 % The following table summarizes the derivative warrant activity since December 31, 2014: Weighted- Average Exercise Price Warrants Outstanding December 31, 2014 Warrants Issued in 2015 Warrants Outstanding September 30, 2015 Warrants issued July 30, 2014 $ 1.46 800 - 800 Warrants issued December 4, 2014 $ 1.46 960 - 960 Warrants issued August 12, 2015 $ 1.46 * - 300 300 Total $ 1.46 1,760 300 2,060 * Assumes adjustment of strike price for warrants to the purchase 249,990 shares is approved by stockholders. The following table summarizes changes in the derivative warrants' fair values since December 31, 2014: Warrants Issued on July 30, 2014 Warrants Issued on December 4, 2014 Warrants Issued on August 12, 2015 Total Fair value of outstanding warrants as of December 31, 2014 $ 1,410 $ 1,790 $ - 3,200 Fair value of outstanding warrants issued on August 12, 2015 - - 347 347 Change in fair value of warrants through 3rd Quarter 2015 (788 ) (1,003 ) (86 ) (1,877 ) Fair value of outstanding warrants as of September 30, 2015 $ 622 $ 787 $ 261 $ 1,670 |
Note 10 - Segment Reporting
Note 10 - Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 2014 Urgent and Primary Care Ancillary Network Shared Services Total Urgent and Primary Care Ancillary Network Shared Services Total Net revenues $ 2,225 $ 4,293 $ - $ 6,518 $ 1,107 $ 5,656 $ - $ 6,763 Total segment income (loss) (416 ) (192 ) (1,484 ) (2,092 ) 37 405 (1,638 ) (1,196 ) Additional Segment Disclosures: Interest expense 76 - 25 101 28 - - 28 (Gain)/loss on warrant liability, net of deferred loan fee amortization (76 ) - (25 ) (101 ) 18 - 6 24 Depreciation and amortization expense 122 152 - 274 81 154 - 235 Income tax expense (benefit) 1 (1 ) - - - 1 (227 ) (226 ) Total asset expenditures 33 - 22 55 5,030 226 - 5,256 Nine months ended September 30, 2015 2014 Urgent and Primary Care Ancillary Network Shared Services Total Urgent and Primary Care Ancillary Network Shared Services Total Net revenues $ 7,251 $ 15,640 $ - $ 22,891 $ 1,581 $ 16,161 $ - $ 17,742 Total segment income (loss) (1,661 ) 258 (5,122 ) (6,525 ) 108 480 (3,853 ) (3,265 ) Additional Segment Disclosures: Interest expense 208 - 69 277 37 - - 37 (Gain)/loss on warrant liability, net of deferred loan fee amortization (367 ) - (122 ) (489 ) 18 - 6 24 Depreciation and amortization expense 422 435 - 857 122 506 - 628 Income tax expense (benefit) 1 9 - 10 - 2 (227 ) (225 ) Total asset expenditures 52 - 141 193 5,030 422 - 5,452 The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Total segment operating loss $ (2,092 ) $ (1,196 ) $ (6,525 ) $ (3,265 ) Less: Severance charges 51 - 397 108 Ancillary network prepaid write-off - - 487 - Depreciation and amortization expense 274 235 857 628 Non-cash stock-based compensation expense 23 169 426 366 Intangible asset impairment - - 520 - Non-recurring professional fees 39 28 489 28 Operating loss (2,479 ) (1,628 ) (9,701 ) (4,395 ) Gain on cancellation of acquisition promissory note (289 ) - (289 ) - Interest expense 101 28 277 37 (Gain)/loss on warrant liability, net of deferred loan fees amortization (101 ) 24 (489 ) 24 Loss before income taxes $ (2,190 ) $ (1,680 ) $ (9,200 ) $ (4,456 ) 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 Primary Care Ancillary Network Shared Services Consolidated September 30, 2015 $ 11,685 $ 4,091 $ 961 $ 16,737 December 31, 2014 11,958 5,202 3,945 21,105 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. |
Note 3 - Liquidity and Earnin18
Note 3 - Liquidity and Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity And Earnings Loss Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, 2015 Nine months ended September 30, 2015 Numerator: Net (loss) for basic earnings per share $ (2,190 ) $ (9,210 ) Less gain on change in fair value of warrant liability 548 1,877 Net (loss) for diluted earnings per share (2,738 ) (11,087 ) Denominator: Weighted-average basic common shares outstanding 6,921 6,847 Assumed conversion of dilutive securities: Common stock purchase warrants 117 66 Denominator for dilutive earnings per share - adjusted weighted-average shares 7,038 6,913 Basic net (loss) per share $ (0.32 ) $ (1.35 ) Diluted net (loss) per share $ (0.39 ) $ (1.60 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2015 Common stock purchase warrants 22 Stock options 649 Restricted shares of common stock 50 |
Note 4 - Acquisitions (Tables)
Note 4 - Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Business Acquired State Sites Date of 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 |
Business Acquisition, Pro Forma Information [Table Text Block] | Nine months ended September 30, 2015 2014 Net revenue Ancillary network $ 15,640 $ 16,161 Urgent and primary care 7,251 2,705 Total net revenue 22,891 18,866 Net loss $ (9,210 ) $ (4,556 ) Basic net (loss) per common share $ (1.35 ) $ (0.72 ) Diluted net (loss) per common share $ (1.60 ) $ (0.72 ) |
Note 5 - Revenue Recognition,20
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | September 30, 2015 December 31, 2014 Accounts receivable $ 2,814 $ 2,434 Less: Estimated allowance for uncollectible amounts (1,728 ) (847 ) Accounts receivable, net $ 1,086 $ 1,587 |
Schedule of Revenue Sources, Health Care Organization [Table Text Block] | September 30, 2015 September 30, 2014 Gross revenue $ 14,356 $ 2,867 Less: Provision for contractual adjustments and estimated uncollectible amounts (7,105 ) (1,286 ) Net revenue $ 7,251 $ 1,581 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Period ended September 30, 2015 Period ended September 30, 2014 As of September 30, 2015 Three months Nine months ended As of September 30, 2014 Three months Nine months ended Accounts Receivable Revenue % of Total Revenue Revenue % of Total Revenue Accounts Receivable Revenue % of Total Revenue Revenue % of Total Revenue HealthSmart Preferred Care II, L.P. $ 897 $ 2,048 48 % $ 5,921 38 % $ 876 $ 1,938 34 % $ 5,483 34 % |
Note 6 - Capital and Operatin21
Note 6 - Capital and Operating Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Capital Leases Operating Leases Total 2015 (remaining 3 months) $ 74 $ 233 $ 307 2016 299 879 1,178 2017 287 766 1,053 2018 276 651 927 2019 273 585 858 Thereafter 2,898 830 3,728 Total minimum lease payments 4,107 $ 3,944 $ 8,051 Less amount representing interest (2,311 ) Present value of net minimum obligations 1,796 Less current obligation under capital lease 130 Long-term obligation under capital lease $ 1,666 |
Note 7 - Lines of Credit, Pro22
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Revolving line of credit $ 10,800 Promissory notes, related to acquisitions 351 Total debt 11,151 Less current maturities 5,351 Long-term debt $ 5,800 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2015 December 31, 2014 Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 972 $ 972 Accumulated amortization (163 ) (47 ) Intangible asset impairment* (520 ) - Urgent and primary care intangibles, net 289 925 Gross carrying amount of ancillary intangibles: Ancillary provider network 1,921 1,921 Software 428 428 2,349 2,349 Accumulated amortization (1,933 ) (1,837 ) Ancillary intangibles, net 416 512 Total intangibles, net $ 705 $ 1,437 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years ending December 31, Urgent and Primary Care Ancillary Care Services Total 2015 (remaining 3 months) $ 19 $ 32 $ 51 2016 74 128 202 2017 74 128 202 2018 74 128 202 2019 48 - 48 Total $ 289 $ 416 $ 705 |
Note 9 - Warrants (Tables)
Note 9 - Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrants [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | September 30, 2015 December 31, 2014 Stock price $ 1.25 $ 2.90 Volatility 90.0 % 72.5 % Risk-free interest rate 1.15 % 1.65 % Exercise price $ 1.46 $ 3.15 Expected life (years) 4.08 4.83 Dividend yield 0 % 0 % Private stock offering % 15 % 15 % Public stock offering % 80 % 80 % Equity raise time period 4th Quarter 2015 4th Quarter 2015 September 30, 2015 December 31, 2014 Stock price $ 1.25 $ 2.90 Volatility 90.0 % 72.5 % Risk-free interest rate 1.15 % 1.65 % Exercise price $ 1.46 $ 2.71 Expected life (years) 4.18 4.93 Dividend yield 0 % 0 % September 30, 2015 August 12, 2015 Stock price $ 1.25 $ 1.70 Volatility 90.0 % 82.5 % Risk-free interest rate 1.37 % 1.52 % Exercise price $ 1.46 $ 1.70 Expected life (years) 4.87 5 Dividend yield 0 % 0 % |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted- Average Exercise Price Warrants Outstanding December 31, 2014 Warrants Issued in 2015 Warrants Outstanding September 30, 2015 Warrants issued July 30, 2014 $ 1.46 800 - 800 Warrants issued December 4, 2014 $ 1.46 960 - 960 Warrants issued August 12, 2015 $ 1.46 * - 300 300 Total $ 1.46 1,760 300 2,060 |
Change in Warrant Fair Value [Table Text Block] | Warrants Issued on July 30, 2014 Warrants Issued on December 4, 2014 Warrants Issued on August 12, 2015 Total Fair value of outstanding warrants as of December 31, 2014 $ 1,410 $ 1,790 $ - 3,200 Fair value of outstanding warrants issued on August 12, 2015 - - 347 347 Change in fair value of warrants through 3rd Quarter 2015 (788 ) (1,003 ) (86 ) (1,877 ) Fair value of outstanding warrants as of September 30, 2015 $ 622 $ 787 $ 261 $ 1,670 |
Note 10 - Segment Reporting (Ta
Note 10 - Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three months ended September 30, 2015 2014 Urgent and Primary Care Ancillary Network Shared Services Total Urgent and Primary Care Ancillary Network Shared Services Total Net revenues $ 2,225 $ 4,293 $ - $ 6,518 $ 1,107 $ 5,656 $ - $ 6,763 Total segment income (loss) (416 ) (192 ) (1,484 ) (2,092 ) 37 405 (1,638 ) (1,196 ) Additional Segment Disclosures: Interest expense 76 - 25 101 28 - - 28 (Gain)/loss on warrant liability, net of deferred loan fee amortization (76 ) - (25 ) (101 ) 18 - 6 24 Depreciation and amortization expense 122 152 - 274 81 154 - 235 Income tax expense (benefit) 1 (1 ) - - - 1 (227 ) (226 ) Total asset expenditures 33 - 22 55 5,030 226 - 5,256 Nine months ended September 30, 2015 2014 Urgent and Primary Care Ancillary Network Shared Services Total Urgent and Primary Care Ancillary Network Shared Services Total Net revenues $ 7,251 $ 15,640 $ - $ 22,891 $ 1,581 $ 16,161 $ - $ 17,742 Total segment income (loss) (1,661 ) 258 (5,122 ) (6,525 ) 108 480 (3,853 ) (3,265 ) Additional Segment Disclosures: Interest expense 208 - 69 277 37 - - 37 (Gain)/loss on warrant liability, net of deferred loan fee amortization (367 ) - (122 ) (489 ) 18 - 6 24 Depreciation and amortization expense 422 435 - 857 122 506 - 628 Income tax expense (benefit) 1 9 - 10 - 2 (227 ) (225 ) Total asset expenditures 52 - 141 193 5,030 422 - 5,452 |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Total segment operating loss $ (2,092 ) $ (1,196 ) $ (6,525 ) $ (3,265 ) Less: Severance charges 51 - 397 108 Ancillary network prepaid write-off - - 487 - Depreciation and amortization expense 274 235 857 628 Non-cash stock-based compensation expense 23 169 426 366 Intangible asset impairment - - 520 - Non-recurring professional fees 39 28 489 28 Operating loss (2,479 ) (1,628 ) (9,701 ) (4,395 ) Gain on cancellation of acquisition promissory note (289 ) - (289 ) - Interest expense 101 28 277 37 (Gain)/loss on warrant liability, net of deferred loan fees amortization (101 ) 24 (489 ) 24 Loss before income taxes $ (2,190 ) $ (1,680 ) $ (9,200 ) $ (4,456 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Urgent and Primary Care Ancillary Network Shared Services Consolidated September 30, 2015 $ 11,685 $ 4,091 $ 961 $ 16,737 December 31, 2014 11,958 5,202 3,945 21,105 |
Note 2 - Description of Busin26
Note 2 - Description of Business (Details) | 8 Months Ended | 9 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2015USD ($) | Oct. 31, 2016USD ($) | |
Note 2 - Description of Business (Details) [Line Items] | |||
Number of Operating Segments | 2 | ||
Number of Businesses Acquired | 10 | ||
Percentage of Joint Venture Owned by Minority | 35.00% | ||
Management Services, Management Fee Percentage | 120.00% | ||
Management Service Agreement Term | 3 years | ||
Amount Less the Aggregate Sum of Net Profit Recieved from Agreement for Purchase of Network (in Dollars) | $ 6,500,000 | ||
Sum of Net Profit Received Since Beginning of Management Arrangement (in Dollars) | $ 1,700,000,000,000 | ||
Georgia [Member] | |||
Note 2 - Description of Business (Details) [Line Items] | |||
Number of Businesses Acquired | 3 | ||
Florida [Member] | |||
Note 2 - Description of Business (Details) [Line Items] | |||
Number of Businesses Acquired | 2 | ||
Alabama [Member] | |||
Note 2 - Description of Business (Details) [Line Items] | |||
Number of Businesses Acquired | 3 | ||
Virginia [Member] | |||
Note 2 - Description of Business (Details) [Line Items] | |||
Number of Businesses Acquired | 2 | ||
Minimum [Member] | Ancillary Network Business [Member] | Scenario, Forecast [Member] | |||
Note 2 - Description of Business (Details) [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration (in Dollars) | $ 2,500,000,000,000 | ||
Maximum [Member] | Ancillary Network Business [Member] | Scenario, Forecast [Member] | |||
Note 2 - Description of Business (Details) [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration (in Dollars) | $ 4,000,000,000,000 |
Note 3 - Liquidity and Earnin27
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | $ (5,900,000) | $ (3,100,000) |
Outside Capital | 585,000 | |
December 4, 2014 Agreement [Member] | Revolving Credit Facility [Member] | Wells Fargo [Member] | ||
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) [Line Items] | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,000,000 |
Note 3 - Liquidity and Earnin28
Note 3 - 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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net (loss) for basic earnings per share | $ (2,190) | $ (9,210) | ||
Less gain on change in fair value of warrant liability | 548 | 1,877 | ||
Net (loss) for diluted earnings per share | $ (2,738) | $ (11,087) | ||
Denominator: | ||||
Weighted-average basic common shares outstanding | 6,921 | 6,745 | 6,847 | 6,290 |
Assumed conversion of dilutive securities: | ||||
Common stock purchase warrants | 117 | 66 | ||
Denominator for dilutive earnings per share - adjusted weighted-average shares | 7,038 | 6,745 | 6,913 | 6,290 |
Basic net (loss) per share | $ (0.32) | $ (0.22) | $ (1.35) | $ (0.67) |
Diluted net (loss) per share | $ (0.39) | $ (0.22) | $ (1.60) | $ (0.67) |
Note 3 - Liquidity and Earnin29
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares shares in Thousands | 9 Months Ended |
Sep. 30, 2015shares | |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities | 22 |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities | 649 |
Restricted Stock Units (RSUs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities | 50 |
Note 4 - Acquisitions (Details)
Note 4 - Acquisitions (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($) | Dec. 31, 2014 | Sep. 30, 2015USD ($) | Oct. 20, 2015USD ($) | |
Note 4 - Acquisitions (Details) [Line Items] | ||||
Number of Businesses Acquired | 10 | |||
Goodwill, Period Increase (Decrease) | $ (69,000) | |||
Medac Asset Acquisiton [Member] | ||||
Note 4 - Acquisitions (Details) [Line Items] | ||||
Number of Businesses Acquired | 4 | |||
Business Combination, Consideration Transferred | $ 5,600,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 5,040,000 | 5,040,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 560,000 | $ 560,000 | ||
Debt Instrument, Interest Rate During Period | 5.00% | |||
Debt Instrument, Term | 18 years | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables, Increase (Decrease) | $ 69,000 | |||
Goodwill, Period Increase (Decrease) | (69,000) | |||
Medac Asset Acquisiton [Member] | Subsequent Event [Member] | ||||
Note 4 - Acquisitions (Details) [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 150,000 | |||
Maximum [Member] | Medac Asset Acquisiton [Member] | ||||
Note 4 - Acquisitions (Details) [Line Items] | ||||
Business Combination, Consideration Transferred | $ 5,600,000 |
Note 4 - Acquisitions (Detail31
Note 4 - Acquisitions (Details) - Businesses Acquired | Dec. 31, 2014 | Oct. 31, 2014 | Sep. 12, 2014 | Aug. 29, 2014 | May. 08, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Business Acquired | 10 | |||||
CorrectMed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 2 | |||||
Bay Walk-In Clinic, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 2 | |||||
Mid-South Urgent Care, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 3 | |||||
MedHelp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 1 | |||||
Stat Medical Care [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 2 |
Note 4 - Acquisitions (Detail32
Note 4 - Acquisitions (Details) - Pro Forma Financial Information for the Company - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenue | ||||
Basic net (loss) per common share (in Dollars per share) | $ (0.32) | $ (0.22) | $ (1.35) | $ (0.67) |
Diluted net (loss) per common share (in Dollars per share) | $ (0.39) | $ (0.22) | $ (1.60) | $ (0.67) |
CorrectMed [Member] | ||||
Net revenue | ||||
Net revenues | $ 22,891 | $ 18,866 | ||
Net loss | $ (9,210) | $ (4,556) | ||
Basic net (loss) per common share (in Dollars per share) | $ (1.35) | $ (0.72) | ||
Diluted net (loss) per common share (in Dollars per share) | $ (1.60) | $ (0.72) | ||
CorrectMed [Member] | Ancillary Network [Member] | ||||
Net revenue | ||||
Net revenues | $ 15,640 | $ 16,161 | ||
CorrectMed [Member] | Urgent and Primary Care [Member] | ||||
Net revenue | ||||
Net revenues | $ 7,251 | $ 2,705 |
Note 5 - Revenue Recognition,33
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) [Line Items] | |||||
Increase (Decrease) in Accounts Receivable | $ 69,000 | $ (1,235,000) | $ 650,000 | ||
Goodwill, Period Increase (Decrease) | (69,000) | ||||
Sales Allowances, Services | (30,000) | $ 55,000 | |||
Allowance for Doubtful Accounts Receivable | 71,000 | 354,000 | 71,000 | 354,000 | $ 847,000 |
Ancillary Network [Member] | |||||
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) [Line Items] | |||||
Revenues, Net of Provider Payments | $ 1,200,000 | $ 1,700,000 | $ 4,100,000 | $ 4,600,000 |
Note 5 - Revenue Recognition,34
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Accounts Receivable from Urgent and Primary Care - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 2,434,000 | ||
Less: | |||
Estimated allowance for uncollectible amounts | $ (71,000) | (847,000) | $ (354,000) |
Accounts receivable, net | $ 1,587,000 | ||
Urgent and Primary Care [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | 2,814,000 | ||
Less: | |||
Estimated allowance for uncollectible amounts | (1,728,000) | ||
Accounts receivable, net | $ 1,086,000 |
Note 5 - Revenue Recognition,35
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue from Urgent and Primary Care - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Gross revenue | $ 2,867 | |||
Less: | ||||
Provision for contractual adjustments and estimated uncollectible amounts | (1,286) | |||
Net revenue | $ 6,518 | $ 6,763 | $ 22,891 | 17,742 |
Urgent and Primary Care [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Gross revenue | 14,356 | |||
Less: | ||||
Provision for contractual adjustments and estimated uncollectible amounts | (7,105) | |||
Net revenue | $ 2,225 | $ 1,107 | $ 7,251 | $ 1,581 |
Note 5 - Revenue Recognition,36
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue and Receivables from Significant Clients - Customer Concentration Risk [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
HealthSmart Preferred Care II, L.P. | $ 897 | $ 876 | $ 897 | $ 876 |
Sales Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
HealthSmart Preferred Care II, L.P. | $ 2,048 | $ 1,938 | $ 5,921 | $ 5,483 |
HealthSmart Preferred Care II, L.P. | 48.00% | 34.00% | 38.00% | 34.00% |
Note 6 - Capital and Operatin37
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | ||
2015 (remaining 3 months) | $ 307 | |
2,016 | 1,178 | |
2,017 | 1,053 | |
2,018 | 927 | |
2,019 | 858 | |
Thereafter | 3,728 | |
Total minimum lease payments | 8,051 | |
Less current obligation under capital lease | 130 | $ 117 |
Long-term obligation under capital lease | 1,666 | $ 1,764 |
Equipment [Member] | ||
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | ||
2015 (remaining 3 months) | 74 | |
2,016 | 299 | |
2,017 | 287 | |
2,018 | 276 | |
2,019 | 273 | |
Thereafter | 2,898 | |
Total minimum lease payments | 4,107 | |
Less amount representing interest | (2,311) | |
Present value of net minimum obligations | 1,796 | |
Less current obligation under capital lease | 130 | |
Long-term obligation under capital lease | 1,666 | |
Building [Member] | ||
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | ||
2015 (remaining 3 months) | 233 | |
2,016 | 879 | |
2,017 | 766 | |
2,018 | 651 | |
2,019 | 585 | |
Thereafter | 830 | |
Total minimum lease payments | $ 3,944 |
Note 7 - Lines of Credit, Pro38
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - USD ($) | Aug. 12, 2015 | Dec. 04, 2014 | Jul. 30, 2014 | Sep. 30, 2015 | Aug. 31, 2015 | Aug. 11, 2015 | Dec. 31, 2014 |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Long-term Line of Credit, Noncurrent | $ 5,800,000 | $ 4,716,000 | |||||
Proceeds from Line of Credit Used to Secure Bond | 200,000 | ||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 194,000 | ||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 10,957,000 | ||||||
Debt Instrument, Face Amount | $ 289,000 | ||||||
Gains (Losses) on Extinguishment of Debt | $ 289,000 | ||||||
Subsequent Event [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Class of Warrant or Right, Issued During Period (in Shares) | 300,000 | ||||||
Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | $ 5,000,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease) | $ 1,000,000 | ||||||
Debt, Weighted Average Interest Rate | 1.94% | ||||||
Wells Fargo [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
July 30, 2014 Warrants [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Class of Warrant or Right, Issued During Period (in Shares) | 800,000 | ||||||
December 4, 2014 Warrants [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Class of Warrant or Right, Issued During Period (in Shares) | 960,000 | ||||||
July 30, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||||
Long-term Line of Credit | $ 5,800,000 | ||||||
December 4, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | ||||||
Long-term Line of Credit | $ 5,000,000 | ||||||
December 4, 2014 Agreement [Member] | Wells Fargo [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||||||
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 | ||||||
Long-term Line of Credit, Noncurrent | $ 5,800,000 |
Note 7 - Lines of Credit, Pro39
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt $ in Thousands | Sep. 30, 2015USD ($) |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | $ 11,151 |
Less current maturities | 5,351 |
Long-term debt | 5,800 |
Revolving Line of Credit [Member] | |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | 10,800 |
Promissory Notes, Related to Acquistion [Member] | |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | $ 351 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Note 8 - Intangible Assets (Details) [Line Items] | |||||
Impairment of Intangible Assets, Finite-lived | $ 520,000 | ||||
Amortization of Intangible Assets | $ 51,000 | $ 48,000 | |||
Minimum [Member] | |||||
Note 8 - Intangible Assets (Details) [Line Items] | |||||
Finite Lived Intangible Assets, Rate of Attrition | 2.00% | ||||
Maximum [Member] | |||||
Note 8 - Intangible Assets (Details) [Line Items] | |||||
Finite Lived Intangible Assets, Rate of Attrition | 8.00% | ||||
Contract-Based Intangible Assets [Member] | |||||
Note 8 - Intangible Assets (Details) [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 600,000 | ||||
Impairment of Intangible Assets, Finite-lived | $ 520,000 | ||||
Patient Base [Member] | |||||
Note 8 - Intangible Assets (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Ancillary Provider Network [Member] | |||||
Note 8 - Intangible Assets (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years |
Note 8 - Intangible Assets (D41
Note 8 - Intangible Assets (Details) - Other Intangible Assets and Related Accumulated Amortization - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Gross carrying amount of urgent and primary care intangibles: | |||
Intangible asset impairment* | $ (520) | ||
Intangible assets, net | 705 | $ 1,437 | |
Urgent and Primary Care [Member] | |||
Gross carrying amount of urgent and primary care intangibles: | |||
Accumulated amortization | (163) | (47) | |
Intangible asset impairment* | [1] | (520) | 0 |
Intangible assets, net | 289 | 925 | |
Ancillary Network [Member] | |||
Gross carrying amount of urgent and primary care intangibles: | |||
Accumulated amortization | (1,933) | (1,837) | |
Intangible assets, net | 416 | 512 | |
Patient Relationships and Contracts [Member] | Urgent and Primary Care [Member] | |||
Gross carrying amount of urgent and primary care intangibles: | |||
Gross carrying amount | 972 | 972 | |
Ancillary Provider Network [Member] | Ancillary Network [Member] | |||
Gross carrying amount of urgent and primary care intangibles: | |||
Gross carrying amount | 1,921 | 1,921 | |
Software Internally Developed [Member] | Ancillary Network [Member] | |||
Gross carrying amount of urgent and primary care intangibles: | |||
Gross carrying amount | 428 | 428 | |
Computer Software, Intangible Asset [Member] | Ancillary Network [Member] | |||
Gross carrying amount of urgent and primary care intangibles: | |||
Gross carrying amount | $ 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 $520,000 relating to the unamortized balance of that intangible asset. |
Note 8 - Intangible Assets (D42
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 (remaining 3 months) | $ 51 | |
2,016 | 202 | |
2,017 | 202 | |
2,018 | 202 | |
2,019 | 48 | |
Total | 705 | $ 1,437 |
Urgent and Primary Care [Member] | ||
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 (remaining 3 months) | 19 | |
2,016 | 74 | |
2,017 | 74 | |
2,018 | 74 | |
2,019 | 48 | |
Total | 289 | $ 925 |
Ancillary Care Services [Member] | ||
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 (remaining 3 months) | 32 | |
2,016 | 128 | |
2,017 | 128 | |
2,018 | 128 | |
Total | $ 416 |
Note 9 - Warrants (Details)
Note 9 - Warrants (Details) - USD ($) | Aug. 12, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Aug. 28, 2015 | Aug. 25, 2015 | Dec. 31, 2014 | Dec. 04, 2014 | Sep. 30, 2014 | Jul. 30, 2014 |
Note 9 - Warrants (Details) [Line Items] | |||||||||
Class of Warrant or Right, Outstanding (in Shares) | 2,082,222 | 2,082,222 | 822,222 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 2,060,000 | 2,060,000 | 1,760,000 | ||||||
Warrants and Rights Outstanding | $ 347,000 | $ 1,670,000 | $ 1,670,000 | $ 3,200,000 | |||||
Fair Value Adjustment of Warrants | $ 1,877,000 | ||||||||
Probability of Future Private Stock Offering | 15.00% | ||||||||
Warrant [Member] | |||||||||
Note 9 - Warrants (Details) [Line Items] | |||||||||
Class of Warrant or Right, Outstanding (in Shares) | 22,222 | 22,222 | 22,222 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.50 | $ 1.50 | |||||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | |||||||||
Note 9 - Warrants (Details) [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | $ 5,000,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity, Increase (Decrease) | $ 1,000,000 | ||||||||
Warrant [Member] | |||||||||
Note 9 - Warrants (Details) [Line Items] | |||||||||
Class of Warrant or Right, Outstanding (in Shares) | 2,060,000 | 2,060,000 | |||||||
July 30, 2014 Warrants [Member] | |||||||||
Note 9 - Warrants (Details) [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.46 | $ 1.46 | $ 1.46 | $ 3.15 | $ 3.15 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 800,000 | 800,000 | 800,000 | 800,000 | |||||
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 | $ 194,000 | $ 582,000 | |||||||
Warrants and Rights Outstanding | 622,000 | 622,000 | $ 1,410,000 | ||||||
Fair Value Adjustment of Warrants | $ 250,000 | 788,000 | |||||||
Minimum Public Offering for Warrant Provision | $ 10,000,000 | ||||||||
December 4, 2014 Warrants [Member] | |||||||||
Note 9 - Warrants (Details) [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.46 | $ 1.46 | $ 1.46 | $ 2.71 | $ 2.71 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 960,000 | 960,000 | 960,000 | 960,000 | |||||
Warrant Liability Based on Warrants' Fair Value | $ 1,660,000 | ||||||||
Amortization of Financing Costs | $ 203,000 | $ 756,000 | |||||||
Warrants and Rights Outstanding | 787,000 | 787,000 | $ 1,790,000 | ||||||
Fair Value Adjustment of Warrants | $ 212,000 | $ 1,003,000 | |||||||
Probability of Future Private Stock Offering | 95.00% | ||||||||
August 12, 2015 Warrants [Member] | |||||||||
Note 9 - Warrants (Details) [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.70 | $ 1.46 | $ 1.46 | $ 1.46 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 300,000 | 249,990 | 249,990 | ||||||
Warrant Liability Based on Warrants' Fair Value | $ 347,000 | ||||||||
Amortization of Financing Costs | 50,000 | ||||||||
Warrants and Rights Outstanding | $ 347,000 | $ 261,000 | $ 261,000 | ||||||
Fair Value Adjustment of Warrants | $ 86,000 | $ 86,000 | |||||||
Probability of Future Private Stock Offering | 95.00% | ||||||||
Probability of Strike Price Adjustment Being Approved by Stockholders | 100.00% |
Note 9 - Warrants (Details) - A
Note 9 - Warrants (Details) - Assumptions Used for Warrants Issued - $ / shares | Aug. 12, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 28, 2015 | Aug. 25, 2015 | Dec. 04, 2014 | Jul. 30, 2014 |
July 30, 2014 Warrants [Member] | |||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||||
Stock price (in Dollars per share) | $ 1.25 | $ 2.90 | |||||
Volatility | 90.00% | 72.50% | |||||
Risk-free interest rate | 1.15% | 1.65% | |||||
Exercise price (in Dollars per share) | $ 1.46 | $ 3.15 | $ 1.46 | $ 3.15 | |||
Expected life (years) | 4 years 29 days | 4 years 302 days | |||||
Dividend yield | 0.00% | 0.00% | |||||
Private stock offering % | 15.00% | 15.00% | |||||
Public stock offering % | 80.00% | 80.00% | |||||
Equity raise time period | |||||||
December 4, 2014 Warrants [Member] | |||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||||
Stock price (in Dollars per share) | $ 1.25 | $ 2.90 | |||||
Volatility | 90.00% | 72.50% | |||||
Risk-free interest rate | 1.15% | 1.65% | |||||
Exercise price (in Dollars per share) | $ 1.46 | $ 2.71 | $ 1.46 | $ 2.71 | |||
Expected life (years) | 4 years 65 days | 4 years 339 days | |||||
Dividend yield | 0.00% | 0.00% | |||||
August 12, 2015 Warrants [Member] | |||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||||
Stock price (in Dollars per share) | $ 1.70 | $ 1.25 | |||||
Volatility | 82.50% | 90.00% | |||||
Risk-free interest rate | 1.52% | 1.37% | |||||
Exercise price (in Dollars per share) | $ 1.70 | $ 1.46 | $ 1.46 | ||||
Expected life (years) | 5 years | 4 years 317 days | |||||
Dividend yield | 0.00% | 0.00% |
Note 9 - Warrants (Details) - T
Note 9 - Warrants (Details) - The Company Warrants' Anti-dilution - $ / shares | 9 Months Ended | |||||
Sep. 30, 2015 | Aug. 12, 2015 | Dec. 31, 2014 | Dec. 04, 2014 | Jul. 30, 2014 | ||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (in Dollars per share) | $ 1.46 | |||||
Warrants Outstanding | 2,060,000 | 1,760,000 | ||||
Warrants Issued | 300 | |||||
July 30, 2014 Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (in Dollars per share) | $ 1.46 | |||||
Warrants Outstanding | 800,000 | 800,000 | 800,000 | |||
December 4, 2014 Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (in Dollars per share) | $ 1.46 | |||||
Warrants Outstanding | 960,000 | 960,000 | 960,000 | |||
August 12, 2015 Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price (in Dollars per share) | [1] | $ 1.46 | ||||
Warrants Outstanding | 249,990 | 300,000 | ||||
Warrants Issued | 300 | |||||
[1] | Assumes adjustment of strike price for warrants to the purchase 249,990 shares is approved by stockholders. |
Note 9 - Warrants (Details) -46
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||
Fair value of outstanding warrants | $ 3,200,000 | |
Change in fair value of warrants through 3rd Quarter 2015 | (1,877,000) | |
Fair value of outstanding warrants | $ 1,670,000 | 1,670,000 |
July 30, 2014 Warrants [Member] | ||
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||
Fair value of outstanding warrants | 1,410,000 | |
Change in fair value of warrants through 3rd Quarter 2015 | (250,000) | (788,000) |
Fair value of outstanding warrants | 622,000 | 622,000 |
December 4, 2014 Warrants [Member] | ||
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||
Fair value of outstanding warrants | 1,790,000 | |
Change in fair value of warrants through 3rd Quarter 2015 | (212,000) | (1,003,000) |
Fair value of outstanding warrants | 787,000 | 787,000 |
August 12, 2015 Warrants [Member] | ||
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||
Change in fair value of warrants through 3rd Quarter 2015 | (86,000) | (86,000) |
Fair value of outstanding warrants | $ 261,000 | $ 261,000 |
Note 10 - Segment Reporting (De
Note 10 - Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Note 10 - Segment Reporting (48
Note 10 - Segment Reporting (Details) - Consolidating Statements of Operations by Industry - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 6,518 | $ 6,763 | $ 22,891 | $ 17,742 |
Total segment income (loss) | (2,479) | (1,628) | (9,701) | (4,396) |
Additional Segment Disclosures: | ||||
Interest expense | 101 | 28 | 277 | 37 |
(Gain)/loss on warrant liability, net of deferred loan fee amortization | (101) | 24 | (489) | 24 |
Depreciation and amortization expense | 274 | 235 | 857 | 628 |
Income tax expense (benefit) | (226) | 10 | (225) | |
Total asset expenditures | 55 | 5,256 | 193 | 5,452 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment income (loss) | (2,092) | (1,196) | (6,525) | (3,265) |
Urgent and Primary Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,225 | 1,107 | 7,251 | 1,581 |
Additional Segment Disclosures: | ||||
Interest expense | 76 | 28 | 208 | 37 |
(Gain)/loss on warrant liability, net of deferred loan fee amortization | (76) | 18 | (367) | 18 |
Depreciation and amortization expense | 122 | 81 | 422 | 122 |
Income tax expense (benefit) | 1 | 1 | ||
Total asset expenditures | 33 | 5,030 | 52 | 5,030 |
Urgent and Primary Care [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment income (loss) | (416) | 37 | (1,661) | 108 |
Ancillary Network [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 4,293 | 5,656 | 15,640 | 16,161 |
Additional Segment Disclosures: | ||||
Depreciation and amortization expense | 152 | 154 | 435 | 506 |
Income tax expense (benefit) | (1) | 1 | 9 | 2 |
Total asset expenditures | 226 | 422 | ||
Ancillary Network [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment income (loss) | (192) | 405 | 258 | 480 |
Shared Services [Member] | ||||
Additional Segment Disclosures: | ||||
Interest expense | 25 | 69 | ||
(Gain)/loss on warrant liability, net of deferred loan fee amortization | (25) | 6 | (122) | 6 |
Income tax expense (benefit) | (227) | (227) | ||
Total asset expenditures | 22 | 141 | ||
Shared Services [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment income (loss) | $ (1,484) | $ (1,638) | $ (5,122) | $ (3,853) |
Note 10 - Segment Reporting (49
Note 10 - Segment Reporting (Details) - Reconciliation of Reportable Segment Operating Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Operating loss | $ (2,479) | $ (1,628) | $ (9,701) | $ (4,396) |
Gain on cancellation of acquisition promissory note | (289) | (289) | ||
Interest expense | 101 | 28 | 277 | 37 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (101) | 24 | (489) | 24 |
Loss before income taxes | (2,190) | (1,680) | (9,200) | (4,457) |
Less: | ||||
Severance charges | 51 | 397 | 108 | |
Ancillary network prepaid write-off | 487 | |||
Depreciation and amortization expense | 274 | 235 | 857 | 628 |
Non-cash stock-based compensation expense | 23 | 169 | 426 | 366 |
Intangible asset impairment | 520 | |||
Non-recurring professional fees | 39 | 28 | 489 | 28 |
Operating Segments [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Operating loss | $ (2,092) | $ (1,196) | $ (6,525) | $ (3,265) |
Note 10 - Segment Reporting (50
Note 10 - Segment Reporting (Details) - Consolidating Assets, by Segment - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 16,737 | $ 21,105 |
Urgent and Primary Care [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 11,685 | 11,958 |
Ancillary Network [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 4,091 | 5,202 |
Shared Services [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 961 | $ 3,945 |