Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 29, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | American CareSource Holdings, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 6,714,431 | ||
Entity Public Float | $12,786,291 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1316645 | ||
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 | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $1,020,000 | $6,207,000 |
Accounts receivable | 4,135,000 | 1,977,000 |
Prepaid expenses and other current assets | 612,000 | 357,000 |
Deferred income taxes | 6,000 | 6,000 |
Total current assets | 5,773,000 | 8,547,000 |
Property and equipment, net | 4,322,000 | 1,236,000 |
Other assets: | ||
Deferred income taxes | 12,000 | 215,000 |
Deferred loan fees, net | 2,666,000 | |
Deferred offering costs | 225,000 | |
Other non-current assets | 488,000 | 391,000 |
Intangible assets, net | 1,437,000 | 640,000 |
Goodwill | 6,182,000 | |
Total other assets | 11,010,000 | 1,246,000 |
Total assets | 21,105,000 | 11,029,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Due to ancillary network | 2,308,000 | 1,865,000 |
Accounts payable | 762,000 | 258,000 |
Accrued liabilities | 1,875,000 | 798,000 |
Current portion of long-term debt | 989,000 | |
Capital lease obligations, current portion | 117,000 | |
Total current liabilities | 6,954,000 | 2,921,000 |
Line of credit | 4,716,000 | |
Promissory notes and notes payable | 312,000 | |
Capital lease obligations | 1,764,000 | |
Warrant derivative liability | 3,200,000 | |
Other long-term liabilities | 222,000 | |
Total long-term liabilities | 10,214,000 | |
Total liabilities | 17,168,000 | 2,921,000 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 40,000 shares authorized; 6,713 and 5,713 shares issued and outstanding in 2014 and 2013, respectively | 67,000 | 57,000 |
Additional paid-in capital | 25,731,000 | 23,149,000 |
Accumulated deficit | -21,861,000 | -15,098,000 |
Total stockholders' equity | 3,937,000 | 8,108,000 |
Total liabilities and stockholders' equity | 21,105,000 | 11,029,000 |
Due to Healthsmart [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Due to ancillary network | $903,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
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 | 6,713 | 5,713 |
Common stock, shares outstanding | 6,713 | 5,713 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Net revenues: | ||
Ancillary network | $23,146,000 | $26,751,000 |
Urgent and primary care | 3,906,000 | |
Total net revenues | 27,052,000 | 26,751,000 |
Operating expenses: | ||
Ancillary network provider payments | 16,241,000 | 19,762,000 |
Ancillary network administrative fees | 1,127,000 | 1,083,000 |
Ancillary network operating costs under Management Services Agreement | 903,000 | |
Salaries, wages, benefits and taxes | 8,157,000 | 5,250,000 |
Professional fees | 1,866,000 | 1,262,000 |
Other operating expenses | 4,044,000 | 2,381,000 |
Depreciation and amortization | 866,000 | 795,000 |
Total operating expenses | 33,204,000 | 30,533,000 |
Operating loss | -6,152,000 | -3,782,000 |
Other (income) expense: | ||
Interest expense | 658,000 | |
(Gain)/loss on disposal of assets | -108,000 | 5,000 |
Interest income | -9,000 | -27,000 |
Total other (income) expense | 541,000 | -22,000 |
Loss before income taxes | -6,693,000 | -3,760,000 |
Income tax expense | 70,000 | 25,000 |
Net loss | ($6,763,000) | ($3,785,000) |
Basic and diluted net loss per share (in Dollars per share) | ($1.05) | ($0.66) |
Basic and diluted weighted-average shares outstanding (in Shares) | 6,407 | 5,715 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
In Thousands | ||||
Balance at December 31 at Dec. 31, 2012 | $57 | $22,845 | ($11,313) | $11,589 |
Balance at December 31 (in Shares) at Dec. 31, 2012 | 5,706 | |||
Net loss | -3,785 | -3,785 | ||
Stock-based compensation expense | 299 | 299 | ||
Issuance of common stock upon exercise of equity incentive awards (in Shares) | 5 | 5 | 5 | |
Issuance of common stock upon conversion of restricted stock units net of tax withholdings (in Shares) | 2 | |||
Balance at December 31 at Dec. 31, 2013 | 57 | 23,149 | -15,098 | 8,108 |
Balance at December 31 (in Shares) at Dec. 31, 2013 | 5,713 | 5,713 | ||
Net loss | -6,763 | -6,763 | ||
Stock-based compensation expense | 592 | 592 | ||
Issuance of common stock | 10 | 1,990 | 2,000 | |
Issuance of common stock (in Shares) | 1,000 | |||
Balance at December 31 at Dec. 31, 2014 | $67 | $25,731 | ($21,861) | $3,937 |
Balance at December 31 (in Shares) at Dec. 31, 2014 | 6,713 | 6,713 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($6,763,000) | ($3,785,000) |
Non-cash stock-based compensation expense | 592,000 | 299,000 |
Depreciation and amortization | 866,000 | 795,000 |
Amortization of deferred loan fees | 414,000 | |
Unrealized loss on warrant liability | 120,000 | |
Gain on sale of property and equipment | -108,000 | |
Change in deferred rent | 42,000 | |
Deferred income taxes | 58,000 | 7,000 |
Loss on write-off of software development costs | 5,000 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | -1,528,000 | 455,000 |
Prepaid expenses and other assets | 42,000 | -442,000 |
Due to ancillary network | 443,000 | -1,235,000 |
Accounts payable | 403,000 | -287,000 |
Accrued liabilities | 482,000 | |
Net cash used in operating activities | -4,034,000 | -4,188,000 |
Cash flows from investing activities: | ||
Net change in other non-current assets | -97,000 | |
Cost of acquisitions | -6,921,000 | |
Additions to property and equipment | -776,000 | -315,000 |
Proceeds from sale of property and equipment | 131,000 | |
Net cash used in investing activities | -7,663,000 | -315,000 |
Cash flows from financing activities: | ||
Proceeds from borrowings under line of credit | 4,716,000 | |
Principal payments on capital lease obligations | -46,000 | |
Proceeds from issuance of common stock | 2,000,000 | |
Notes payable payments | -36,000 | |
Offering costs, paid and deferred | -124,000 | |
Proceeds from exercise of equity incentives | 5,000 | |
Net cash provided by financing activities | 6,510,000 | 5,000 |
Net decrease in cash and cash equivalents | -5,187,000 | -4,498,000 |
Cash and cash equivalents at beginning of period | 6,207,000 | 10,705,000 |
Cash and cash equivalents at end of period | 1,020,000 | 6,207,000 |
Cash paid for taxes, net of refunds | 38,000 | 117,000 |
Cash paid for interest | 84,000 | |
Warrants issued as loan guarantee and financing | 3,080,000 | |
Fair value of debt issued as consideration in acquisitions | 1,297,000 | |
Purchase price due to seller, Stat Medical | 268,000 | |
Offering costs, deferred and unpaid | 101,000 | |
Receivable for tenant improvement allowance | 180,000 | |
Debt issued for property and equipment | 40,000 | |
Due to Healthsmart [Member] | ||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Due to ancillary network | $903,000 |
Note_1_Description_of_Business
Note 1 - Description of Business and Change in Business Focus | 12 Months Ended | ||
Dec. 31, 2014 | |||
Disclosure Text Block [Abstract] | |||
Business Description and Basis of Presentation [Text Block] | 1.  Description of Business and Change in Business Focus | ||
American CareSource Holdings, Inc. ("the Company", "ACSH", "we", "us", or "our") engages in two lines of business:  our urgent and primary care business and our ancillary network business.  These lines of business are supported through a shared services function. | |||
Urgent and Primary Care Business | |||
In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, acquired ten urgent and primary care centers located in Georgia (three), Florida (two), Alabama (three) and Virginia (two). See Note 3 - Acquisitions.  These centers offer a wide array of services for non-life-threatening medical conditions.  We strive to improve access to quality medical care by offering extended hours and weekend service and also by accepting patients by appointment or on a walk-in basis. | |||
Ancillary Network Business | |||
Our ancillary network business offers cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers.  Our services are marketed to a number of healthcare companies including third-party administrators, insurance companies, large self-funded organizations, various employer groups, and preferred provider organizations.  We offer payors this solution by: | |||
· | lowering our payors' ancillary care costs throughout network of high quality, cost effective providers that we have under contract at more favorable terms than they could generally obtain on their own; | ||
· | providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor's needs and is available to each payor's members for covered services; | ||
· | providing payors with claims management, reporting, processing and payment services; | ||
· | performing network/needs analysis to assess the benefits to payors of adding additional/different service providers to the payor-specific provider networks; and | ||
· | credentialing network service providers for inclusion in the payor-specific provider networks. | ||
On October 1, 2014, we entered into a management services agreement with HealthSmart Preferred Care II, L.P. ("HealthSmart"). | |||
Ancillary Network Business, Management Services Agreement | |||
Under the management services agreement, HealthSmart manages our ancillary network business, subject to the supervision of a five-person oversight committee comprised of three members selected by us and two members selected by HealthSmart.  As part of the management arrangement, HealthSmart hired substantially all of our ancillary network business employees, purchased substantially all of our furniture, fixtures and equipment located in our Dallas, Texas office and assumed our lease for that office.  As a result of this arrangement, we no longer employ the workforce of our ancillary network business.  Under the management services agreement, HealthSmart manages and operates our ancillary network business for a monthly fee equal to the sum of (a) 35% of the net profit derived from the operation of our ancillary network business plus (b) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. For purposes of the fee calculation, the term "net profit" means gross ancillary network business revenue, less the sum of (x) the provider payments and administrative fees and (y) 120% of all direct and documented operating expenses and liabilities actually paid during such calendar month by HealthSmart in connection with providing its management services. Any remaining net profit accrues to us.  During the term of the agreement, HealthSmart is responsible for the payment of all expenses incurred in providing the management services with respect to our ancillary network business, including personnel salaries and benefits, the cost of supplies and equipment, and rent.  The initial term of the management services agreement is three years, and it renews annually thereafter for one-year terms unless either party gives notice of termination at least 90 days prior to the end of the then-current term. | |||
At any time between October 1, 2016 and the expiration date of the management services agreement, HealthSmart may purchase, or we may require that HealthSmart purchase, our ancillary network business for a price equal to $6,500,000 less the aggregate sum of net profit received by us since the beginning of the management arrangement, which as of December 31, 2014 was $637,786.  Consummation of the transaction will be subject to the satisfaction of certain material conditions, including approval by our stockholders if our annual gross revenue from our urgent and primary care business does not exceed $40,000,000.  If, for any reason, the sale of our ancillary network business to HealthSmart is not consummated during or at the end of the term of the management services agreement, we expect to then either reassume management of that line of business, or seek to sell that business on the most favorable terms we are able to obtain. | |||
Note_2_Basis_of_Presentation_a
Note 2 - Basis of Presentation and Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies [Text Block] | 2.  Basis of Presentation and Significant Accounting Policies | ||||||||
Basis of Presentation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All material intercompany accounts and transactions are eliminated in consolidation. | |||||||||
Certain amounts in the December 2013 income statement presentation were reclassified to conform to the December 2014 presentation. There is no impact on major classifications or net loss due to these reclassifications. | |||||||||
Liquidity | |||||||||
During 2014, we made significant investments in our urgent and primary care business.  We used working capital, proceeds from a private equity offering, bank debt and seller financed debt to consummate five transactions totaling $8,486,000, resulting in our acquisition of ten urgent and primary care centers.   We expanded our shared services function to provide the needed infrastructure to manage our urgent and primary care centers and support the planned growth of this business segment.  As a result of these efforts, losses related to the shared services function, as reported in Note 17, increased by $1,825,000 to $5,360,000, during the year ended December 31, 2014, compared to $3,535,000 during the year ended December 31, 2013. | |||||||||
Our loss from operations increased by $2,370,000 to $6,152,000 during the year ended December 31, 2014 compared to $3,782,000 during the year ended December 31, 2013.  The increase in our operating loss resulted from expanding our shared services function, costs to build out and enhance our current urgent and primary care centers and the continuing decline in our ancillary network business.  As a result of our operating losses, we used cash in our operations of $4,034,000 and $4,188,000 during the years ended December 31, 2014 and 2013, respectively.  We anticipate we will continue to generate operating losses, and use cash in our operations, during the next 12 months, but have made changes to our business model to improve our operating results.  We believe the management service agreement we entered into with HealthSmart, to manage our ancillary network business, will reduce our operating costs.  We will continue to analyze other strategies to improve our ancillary network operating results. Also, we expect to realize the benefits of economies of scale as we acquire additional urgent and primary care centers. | |||||||||
Until we generate cash flows from operations, we are dependent on our existing lines of credit and outside capital to fund our operations and additional acquisitions.  Our plans to fund these needs include: | |||||||||
· | Equity financing through the currently filed Form S-1 Registration Statement to sell additional shares of our common stock.  If the offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we would receive on account of the over allotment options we granted to underwriters.  We anticipate closing this offering during the second quarter of 2015. | ||||||||
· | Use of our existing lines of credit, which as of March 30, 2015, collectively have $4,000,000 of borrowing capacity. | ||||||||
· | If necessary, raising additional financing through additional bank borrowing, additional private or public offerings or support from existing guarantors. | ||||||||
Significant Accounting Policies | |||||||||
Segment and Related Information – We use the "management approach" for reporting information about segments. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. We analyzed our products and services, geography, legal structure, management structure and any other factors, and we determined that the business is comprised of two reporting segments: urgent and primary business and ancillary network business.  The five businesses acquired were determined to be individual operating segments which have been aggregated into the urgent and primary business. | |||||||||
Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  We consider our most significant estimates to be the collectability of revenue, payments due to providers (and resulting margin as a percentage of revenue), and valuations related to acquisitions and warrants.  Actual amounts could differ from those estimates. | |||||||||
Risks and Uncertainties – We operate in industries that are subject to intense competition, government regulation and rapid technological change.  Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including risk of business failure. | |||||||||
Cash and Cash Equivalents – We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts in deposit accounts in excess of federally-insured limits.  We have not experienced any losses in such accounts. | |||||||||
Revenue Recognition in 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 – We have entered into agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. Billing methodologies under these agreements include discounts from established charges and prospectively determined rates. | |||||||||
Medicare – Services rendered to Medicare program beneficiaries are recorded at prospectively determined rates. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors. | |||||||||
In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns.  We adjust this allowance prospectively. | |||||||||
Collection of payment for services provided to patients without insurance coverage is done at time of service. | |||||||||
Revenue Recognition in Ancillary Network Business – We 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. We have assessed our role as primary obligor as a strong indicator of gross reporting.  We believe that we are the primary obligor in our transactions because we are responsible for providing the services desired by our payor clients.  We have distinct, separately negotiated contractual relationships with our payor clients and with the ancillary healthcare providers in our networks.  We do not negotiate "on behalf of" our payor clients and do not hold ourselves out as the agent of the payor clients when negotiating the terms of our ancillary healthcare service provider agreements.  Our agreements contractually prohibit payor clients and service providers from entering into direct contractual relationships with one another.  The payor clients have no control over the terms of our agreements with the service providers.  In executing transactions, we assume key performance-related risks.  The payor clients hold us responsible for fulfillment, as the provider, of all of the services the payor clients are entitled to under their contracts; payor clients do not look to the service providers for fulfillment.  In addition, we bear the pricing/margin risk as the principal in the transactions.  Because the contracts with the payor clients and service providers are separately negotiated, we have complete discretion in negotiating both the prices we charge our payor clients and the financial terms of our agreements with the service providers.  Because our profit is the spread between the amounts received from the payor clients and the amount paid to the service providers, we bear significant pricing and margin risk.  There is no guaranteed mark-up payable to us on the amount we have contracted.  Thus, we bear the risk that amounts paid to the service provider will be greater than the amounts received from the payor clients, resulting in a loss or negative claim. | ||||||||
· | The Company has latitude in establishing pricing. As stated above, we are able to negotiate the price payable to us by our payor clients as well as the price to be paid to each contracted service provider.  This type of pricing latitude indicates that we have the risks and rewards normally attributed to a principal in the transactions. | ||||||||
· | The Company changes the product or performs part of the services. We provide the benefits associated with the relationships we build with the payor clients and the services providers.  While the parties could deal with each other directly, the payor clients would not have the benefit of our experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to payor clients of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers. | ||||||||
· | The Company has complete discretion in supplier selection. We have complete discretion in supplier selection.  One of the key factors considered by payor clients which engage us is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers.  As part of the contractual arrangement between us and our payor clients, the payors identify their obligations to their respective covered persons and then work with us to determine the types of ancillary healthcare services required in order for the payors to meet their obligations.  We may select the providers and contract with them to provide services at its discretion. | ||||||||
· | The Company is involved in the determination of product or service specifications. We work with our payor clients to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons.  In some respects, we are customizing the product through our efforts and ability to assemble a comprehensive network of providers for our payors that is tailored to each payor's specific needs.  In addition, as part of our claims processing and payment services, we work with the payor clients, on the one hand, and the providers, on the other, to set claims review, management and payment specifications. | ||||||||
· | The supplier (and not the Company) has credit risk. We believe we have some level of credit risk, but that risk is mitigated because we do not remit payment to providers unless and until we have received payment from the relevant payor clients following our processing of a claim. | ||||||||
· | The amount that the Company earns is not fixed. We do not earn a fixed amount per transaction nor do we realize a per-person per-month charge for our services. | ||||||||
We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk.  We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers.  While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting. | |||||||||
If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2014 and 2013, our revenues would have been approximately $6,900,000 and $7,000,000, respectively. | |||||||||
Ancillary Network Provider Payments – Payments to providers is the largest component of our cost of revenues and it consists of payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients. | |||||||||
Advertising Costs – Advertising costs are expensed as incurred.   Advertising expense for the years ended December 31, 2014 and 2013 was approximately $193,000 and $65,000, respectively. | |||||||||
Property and Equipment – Property and equipment are recorded at original cost and increased by the cost of any significant improvements subsequent to purchase.  Property and equipment acquired through acquisitions are recorded at their estimated fair market value on the date of acquisition. We expense repairs and maintenance as incurred.  Depreciation and amortization is calculated using the straight-line method over the shorter of the asset's estimated useful life or the term of the lease in the case of leasehold improvements. We capitalize costs associated with software developed for internal use. During 2014 and 2013, we capitalized approximately $177,000 and $303,000 of internally-developed software costs, respectively. | |||||||||
Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense.  Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements. | |||||||||
Deferred Loan Fees – Deferred loan fees related to the issuance of warrants in exchange for debt guarantees by certain directors/shareholders are amortized on a straight-line basis over the term of the debt. | |||||||||
Deferred Offering Costs – Deferred offering costs represent legal, accounting and other direct costs related to raising capital through a stock offering.  Costs related to our planned offering activities are deferred until completion of the offering, at which time they are reclassified to additional paid-in capital as a reduction of the offering proceeds.  There were no offering costs in connection with our private placement in May 2014. In connection with our planned upcoming offering, approximately $225,000 of offering costs have been deferred. | |||||||||
Impairment of Long-Lived Assets – Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. We perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset or asset group exceeds its fair value. | |||||||||
Goodwill – Goodwill resulted from the acquisitions of urgent and primary care businesses during the year ended December 31, 2014.  See Note 3.  In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805, Business Combinations, the purchase method of accounting requires that the excess of the purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill.  In accordance with ASC 350, Intangibles – Goodwill and Other, we are required to test goodwill for impairment annually.  We established October 1 as the date of our annual impairment review.  We determined no impairment existed for the period ended September 30, 2014, and there were no factors identified that indicated impairment existed through December 31, 2014. | |||||||||
Intangible Assets – Intangible assets are recorded at fair values at the date of acquisition. Our intangible assets have finite useful lives and are amortized over their estimated useful lives. See Note. 9. | |||||||||
Warrant Derivative Liability – We have issued certain warrants which contain an exercise price adjustment feature in the event we issue additional equity instruments at a price lower than the exercise price of the warrant.  The warrants are described herein as derivative warrants.  We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market.  See Note 13 for methodology used to value warrants. | |||||||||
We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded in the statement of operations. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control.   The resulting effect on our net income (loss) is, therefore, subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire.  Assuming all other fair value inputs remain constant, we will record non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value change. | |||||||||
Research and Development – Research and development costs are expensed as incurred. | |||||||||
Income Taxes – Income taxes are accounted for under the asset and liability method.  Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as "temporary differences".  We record the tax effect of these temporary differences as "deferred tax assets" (generally items that can be used as a tax deduction or credit in the future periods) and "deferred tax liabilities" (generally items that we received a tax deduction for, which have not yet been recorded in the statements of operations). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce deferred tax assets considered to be more-likely-than-not that the deferred tax assets will not be realized. | |||||||||
ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.  Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At December 31, 2014, and 2013, we had no uncertain tax positions. | |||||||||
Stock-Based Compensation – We record all stock-based payments to employees in the consolidated financial statements over the vesting period based on our estimated fair values as of the measurement date of the respective awards.  Additional information about our stock-based payment plan is presented in Note 12. | |||||||||
Fair Value of Financial Instruments – The carrying amount of accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short-term maturities of those financial instruments. These financial instruments are considered Level 3 measurements under the fair value hierarchy. The fair values of our promissory notes, notes payable, lines of credit and capital lease obligations approximate carrying value under Level 3 of the fair value hierarchy. The fair value of warrants recorded as derivative liabilities are described in Note 14. | |||||||||
Recent Accounting Pronouncements – In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40).  The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification.  This guidance will be effective for interim and annual periods beginning after December 15, 2016.  We are currently assessing the impact that this guidance will have on our consolidated financial statements. | |||||||||
In August 2014, the FASB ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern.  The new standard update provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures.  The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. | |||||||||
Earnings (Loss) Per Share – Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation.  Diluted earnings 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. | |||||||||
The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive: | |||||||||
2014 | 2013 | ||||||||
Common stock purchase warrants | 1,782 | 22 | |||||||
Stock options | 1,245 | 750 | |||||||
Restricted shares of common stock | 100 | 51 | |||||||
Note_3_Acquisitions
Note 3 - Acquisitions | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||
Business Combination Disclosure [Text Block] | 3. Acquisitions | ||||||||||||||||||||||||
During the year ended December 31, 2014, we entered into five transactions supporting our entry into the urgent and primary care market.  A summary of the acquisitions is as follows (in thousands): | |||||||||||||||||||||||||
Business Acquired | State | Sites | Date of | Purchase Price | |||||||||||||||||||||
Closing | |||||||||||||||||||||||||
CorrectMed | Georgia | 2 | 8-May-14 | $ | 2,649 | ||||||||||||||||||||
Bay Walk-In Clinic | Florida | 2 | 29-Aug-14 | 2,024 | |||||||||||||||||||||
Mid-South Urgent Care | Alabama | Â 3* | 12-Sep-14 | 1,554 | |||||||||||||||||||||
MedHelp | Georgia | 1 | 31-Oct-14 | 880 | |||||||||||||||||||||
Stat Medical Care | Virginia | 2 | 31-Dec-14 | 1,379 | |||||||||||||||||||||
Total | $ | 8,486 | |||||||||||||||||||||||
*At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing. | |||||||||||||||||||||||||
Each of these businesses has been included in our results since the date of closing.  Because we did not engage in the urgent and primary care business until May 2014, our annual operating results are not comparable to prior year periods. | |||||||||||||||||||||||||
On May 8, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Georgia, LLC, or ACSH Georgia, purchased from CorrectMed, LLC and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Locust Grove, Georgia and Decatur, Georgia. | |||||||||||||||||||||||||
On August 29, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Florida, LLC, or ACSH Florida, purchased from Bay Walk-In Clinic, Inc. and other sellers substantially all the assets used in the operation of two urgent care centers located in Panama City and Panama City Beach, Florida. | |||||||||||||||||||||||||
On September 12, 2014, our wholly-owned subsidiary, ACSH Urgent Care Holdings, LLC or ACSH Urgent Care, purchased from Jason C. Junkins, M.D. all of the issued and outstanding shares of common stock of Mid-South Urgent Care, Inc. On the acquisition date, this entity operated two urgent care centers in Rainbow City and Hueytown, Alabama. A third clinic in Springville, Alabama, that was under development on the acquisition date, was opened in the fourth quarter of 2014. | |||||||||||||||||||||||||
On October 31, 2014, our wholly-owned subsidiary, ACSH Georgia purchased from Thinh D. Nguyen, M.D. and Han C. Phan all of the outstanding membership units of MedHelp, LLC, which operates an urgent-care center in Alpharetta, Georgia. | |||||||||||||||||||||||||
On December 31, 2014, our wholly-owned subsidiary, ACSH Urgent Care of Virginia, LLC or ACSH Virginia, purchased from Stat Medical Care, P.C. and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Fairfax and Gainesville, Virginia. | |||||||||||||||||||||||||
In each of these transactions, a portion of the purchase price was paid in cash on the closing date, and the remainder of the purchase prices was paid by issuing promissory notes to the sellers. See Note 6 – Lines of Credit, Promissory Notes, and Notes Payable. After closing certain transactions, various working capital and other adjustments were made to the purchase price in the manner and amount set forth in the purchase agreements.  We also recorded valuation adjustments to the promissory notes to reflect differences between the notes' stated interest rates and market interest rates on the acquisition dates. | |||||||||||||||||||||||||
The following table provides a detailed breakdown of the purchase price that was paid in each acquisition: | |||||||||||||||||||||||||
CorrectMed | Bay Walk-In | Mid-South | MedHelp | Stat Medical | Total | ||||||||||||||||||||
Clinic | Urgent Care | Care | |||||||||||||||||||||||
Cash consideration in purchase agreement* | $ | 2,180 | $ | 1,500 | $ | 1,350 | $ | 780 | $ | 1,328 | $ | 7,138 | |||||||||||||
Adjustments on closing date | 4 | - | 34 | 13 | - | 51 | |||||||||||||||||||
Cash consideration, as adjusted | 2,184 | 1,500 | 1,384 | 793 | 1,328 | 7,189 | |||||||||||||||||||
Deferred consideration in purchase agreement | 500 | 700 | 150 | 100 | 50 | 1,500 | |||||||||||||||||||
Adjustments for working capital | (46 | ) | (170 | ) | 15 | (15 | ) | - | (216 | ) | |||||||||||||||
Valuation adjustments to promissory notes | 11 | (6 | ) | 5 | 2 | 1 | 13 | ||||||||||||||||||
Deferred consideration, as adjusted | 465 | 524 | 170 | 87 | 51 | 1,297 | |||||||||||||||||||
Total Purchase Price | $ | 2,649 | $ | 2,024 | $ | 1,554 | $ | 880 | $ | 1,379 | $ | 8,486 | |||||||||||||
*$268,000 was due to seller, Stat Medical Care, as of December 31, 2014. | |||||||||||||||||||||||||
The assets and liabilities of the acquired business were recorded in the Company's consolidated financial statements at their estimated fair values as of the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Goodwill arising from the acquisition consists largely from a trained workforce in place and expected synergies that we expect to receive by combining the operations of multiple urgent and primary care businesses. | |||||||||||||||||||||||||
A summary of the assets acquired and liabilities assumed is as follows: | |||||||||||||||||||||||||
Acquisition Activity | |||||||||||||||||||||||||
CorrectMed | Bay Walk-In | Mid-South | MedHelp | Stat Medical | Total | ||||||||||||||||||||
Clinic | Urgent Care | Care | |||||||||||||||||||||||
Accounts receivable | $ | 221 | $ | 153 | $ | 147 | $ | 28 | $ | 81 | $ | 630 | |||||||||||||
Other current assets | 48 | - | 32 | 37 | - | 117 | |||||||||||||||||||
Property and equipment | 1,325 | 63 | 1,205 | 180 | 211 | 2,984 | |||||||||||||||||||
Identifiable intangible assets | 110 | 97 | 105 | 600 | 60 | 972 | |||||||||||||||||||
Goodwill | 1,871 | 1,788 | 1,437 | 44 | 1,042 | 6,182 | |||||||||||||||||||
Total assets acquired | 3,575 | 2,101 | 2,926 | 889 | 1,394 | 10,885 | |||||||||||||||||||
Liabilities assumed | (926 | ) | (77 | ) | (1,227 | ) | (9 | ) | (15 | ) | (2,254 | ) | |||||||||||||
Deferred tax liability | - | - | (145 | ) | - | - | (145 | ) | |||||||||||||||||
Net assets acquired | $ | 2,649 | $ | 2,024 | $ | 1,554 | $ | 880 | $ | 1,379 | $ | 8,486 | |||||||||||||
The goodwill and other identifiable intangible assets generated from the CorrectMed, Bay Walk-In, MedHelp, and Stat Medical Care transactions are deductible for federal income tax purposes. The goodwill and other identifiable intangible assets generated from the Mid-South Urgent Care transaction are not deductible for federal income tax purposes.  We recorded a deferred tax liability of approximately $145,000 related to the non-deductibility and the basis differences on acquired assets.  As a result, our deferred tax asset valuation allowance was reduced by $145,000, which is reflected as a reduction in the income tax expense on the Consolidated Statements of Operations for the year ended December 31, 2014. | |||||||||||||||||||||||||
The accounts receivable balance for Stat Medical Care is a preliminary amount and any adjustment in 2015 will result in a revision to goodwill. | |||||||||||||||||||||||||
Approximately $333,000 of transaction costs were expensed related to these acquisitions during the year ended December 31, 2014. | |||||||||||||||||||||||||
The following table provides certain pro forma financial information for the Company, as if the acquisition of CorrectMed had occurred on January 1, 2013.  Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approach utilized by the prior owners of the businesses. | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Net revenue | |||||||||||||||||||||||||
Ancillary | $ | 23,146 | $ | 26,751 | |||||||||||||||||||||
Urgent and primary care | 3,268 | 3,654 | |||||||||||||||||||||||
Total net revenue | 26,414 | 30,405 | |||||||||||||||||||||||
Net loss | $ | (7,020 | ) | $ | (4,921 | ) | |||||||||||||||||||
Loss per basic and diluted common share | $ | (1.10 | ) | $ | (0.86 | ) | |||||||||||||||||||
Using net revenue on a cash basis for all acquisitions, our total pro forma urgent and primary care net revenue was $7,678,000 and $6,949,000 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||
The following table provides net revenues since acquisition for the period ending December 31, 2014. | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
CorrectMed | $ | 2,144 | |||||||||||||||||||||||
Bay Walk-In Clinic | 719 | ||||||||||||||||||||||||
Mid-South Urgent Care | 875 | ||||||||||||||||||||||||
MedHelp | 168 | ||||||||||||||||||||||||
Stat Medical Care | - | ||||||||||||||||||||||||
Total | $ | 3,906 | |||||||||||||||||||||||
Note_4_Accounts_Receivable_and
Note 4 - Accounts Receivable and Revenue | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Accounts Receivable And Revenue [Abstract] | |||||||||||||||||||||||||
Accounts Receivable And Revenue [Text Block] | 4. Accounts Receivable and Revenue | ||||||||||||||||||||||||
Below is a summary of accounts receivable as of December 31, 2014, and revenues for the period ending December 31, 2014, for our urgent and primary care business.  We entered the urgent and primary care business in May 2014. | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Accounts receivable | $ | 2,434 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Estimated allowance for uncollectible amounts | (847 | ) | |||||||||||||||||||||||
Accounts receivable, net | $ | 1,587 | |||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Gross revenue | $ | 7,259 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Provision for contractual adjustments and estimated uncollectible amounts | (3,353 | ) | |||||||||||||||||||||||
Net revenue | $ | 3,906 | |||||||||||||||||||||||
For our ancillary network business, several clients comprised a significant portion of our net revenue during the years ended December 31, 2014 and 2013.  The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to our significant clients as of the dates and for the periods presented: | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Accounts Receivable | Net Revenue | % of Total Revenue | Accounts Receivable | Net Revenue | % of Total Revenue | ||||||||||||||||||||
HealthSmart Preferred Care II, L.P. | $ | 870 | $ | 7,764 | 34 | % | $ | 532 | $ | 5,905 | 22 | % | |||||||||||||
HealthMarkets, Inc. | 244 | 1,967 | 9 | % | 252 | 3,599 | 13 | % | |||||||||||||||||
Benefit Administrative Systems, LLC | 179 | 1,818 | 8 | % | 148 | 2,618 | 10 | % | |||||||||||||||||
We maintain an allowance for uncollectible receivables which primarily relates to payor refunds.  Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services.  In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While we are able to process a claim and estimate the cash it will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. We record an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $60,000 and $287,000 for the years ended December 31, 2014 and 2013, respectively. The allowance was approximately $300,000 and $336,000 at December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||
On October 1, 2014, we entered into a management services agreement with HealthSmart.  Under the management services agreement, HealthSmart has assumed responsibility for the operation of our ancillary network business. See Note 1 for significant terms of the management services agreement. | |||||||||||||||||||||||||
Although the effective date of the management services agreement with HealthSmart was October 1, 2014, the transition to HealthSmart did not begin until November 1, 2014. Upon reconciliation of all fourth quarter activity, we determined that we owed HealthSmart approximately $903,000, which was comprised of $560,000 in expense reimbursements and $343,000 for its share of the net profit as calculated per the management services agreement. | |||||||||||||||||||||||||
Note_5_Capital_and_Operating_L
Note 5 - Capital and Operating Lease Obligations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Leases [Abstract] | |||||||||||||
Leases of Lessee Disclosure [Text Block] | 5. Capital and Operating Lease Obligations | ||||||||||||
In conjunction with our urgent and primary care acquisitions during the year ended December 31, 2014, we assumed and entered into various capital and operating leases expiring at various dates through January 2040.  The following is a schedule of the future required payments under these lease agreements for the years ending December 31: | |||||||||||||
Operating | Total | ||||||||||||
Capital Leases | Leases | ||||||||||||
2015 | $ | 280 | $ | 729 | $ | 1,009 | |||||||
2016 | 299 | 879 | 1,178 | ||||||||||
2017 | 287 | 766 | 1,053 | ||||||||||
2018 | 276 | 651 | 927 | ||||||||||
2019 | 273 | 585 | 858 | ||||||||||
Thereafter | 2,898 | 827 | 3,725 | ||||||||||
Total minimum lease payments | 4,313 | $ | 4,437 | $ | 8,750 | ||||||||
Less amount representing interest | (2,432 | ) | |||||||||||
Present value of net minimum obligations | 1,881 | ||||||||||||
Less current obligation under capital lease | 117 | ||||||||||||
Long-term obligation under capital lease | $ | 1,764 | |||||||||||
Note_6_Lines_of_Credit_Promiss
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Debt Disclosure [Text Block] | 6. Lines of Credit, Promissory Notes, and Notes Payable | ||||||||||
Below is a summary of our short-term and long-term debt obligations. | |||||||||||
Lines of Credit | |||||||||||
On July 30, 2014, we entered into a credit agreement with Wells Fargo Bank, National Association, or Wells Fargo, providing for a $5,000,000 revolving line of credit.  On December 4, 2014, we entered into a second credit agreement with Wells Fargo Bank, providing for a $6,000,000 revolving line of credit.  We refer to these two agreements as our credit agreements.  Our obligation to repay advances under the credit agreements are evidenced by the revolving line of credit notes, with a fluctuating interest rate per annum of 1.75% above daily one month LIBOR, as in effect from time to time.  The credit agreements mature on June 1, 2016, and all borrowings under the credit agreements are due and payable on that date.  The obligations under the credit agreements are secured by all the assets of the Company and its subsidiaries.  The credit agreements include ordinary and customary covenants related to, among other things, additional debt, further encumbrances, sales of assets, and investments and lending. | |||||||||||
Borrowings under the credit agreements are also secured by guarantees provided by certain officers and directors of the Company, among others.  On July 30, 2014, we issued to the guarantors of the July 2014 obligations warrants to purchase an aggregate of 800,000 shares of our common stock at $3.15 per share in consideration of their guaranteeing such indebtedness. The July 2014 warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019.  In addition, on December 4, 2014, we issued to the guarantors of the December 2014 obligations warrants to purchase an aggregate of 960,000 shares of our common stock at $2.71 per share in consideration of their guaranteeing such indebtedness. The December 2014 warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019.  See Note 13 - Warrants. | |||||||||||
As of December 31, 2014, we had outstanding borrowings of $4,716,000 under our July 2014 credit agreement, which were recorded as a long-term liability on our consolidated balance sheet as of December 31, 2014. Substantially all of the borrowings were used to finance acquisition activity.  The weighted-average interest rate on these borrowings was 1.92%.  As of December 31, 2014, we had no borrowings outstanding under the December 2014 credit agreement. | |||||||||||
Promissory Notes and Notes Payable | |||||||||||
In connection with our acquisition activities during the year ended December 31, 2014, our subsidiaries executed and delivered promissory notes to partially finance the transactions. The following is a summary of the promissory notes issued in connection with the acquisition activities during the year ended December 31, 2014: | |||||||||||
Issue Date | Fair Value Principal | Interest Rate per | Maturity Date | ||||||||
Amount¹ | Annum | ||||||||||
CorrectMed | 8-May-14 | $ | 465 | 5 | % | 8-May-15 | |||||
Bay Walk-In | 29-Aug-14 | 30 | 5 | % | 29-Aug-16 | ||||||
Bay Walk-In | 29-Aug-14 | 205 | 5 | % | 29-Aug-16 | ||||||
Bay Walk-In | 29-Aug-14 | 289 | none | 28-Feb-17 | |||||||
Mid-South | 12-Sep-14 | 170 | * | 5 | % | 12-Sep-16 | |||||
MedHelp | 31-Oct-14 | 87 | * | 5 | % | 31-Oct-15 | |||||
Stat Medical Care | 31-Dec-14 | 51 | * | 5 | % | 31-Dec-15 | |||||
Total | $ | Â 1,297 | |||||||||
¹Amounts include working capital and valuation adjustments | |||||||||||
*Promissory notes issued to seller physicians are related parties. See Note 16 – Related Party Transactions. | |||||||||||
After making the valuation adjustments, interest is being accrued for accounting purposes at rates ranging from 2.5% to 3%.  As payments are made, the principal portion and interest expense are recognized using the effective interest method. | |||||||||||
The following is a summary of all debt as of December 31, 2014: | |||||||||||
Revolving line of credit | $ | 4,716 | |||||||||
Promissory notes, related to acquisitions | 1,263 | ||||||||||
Note payable | 38 | ||||||||||
Total debt | 6,017 | ||||||||||
Less current maturities | 989 | ||||||||||
Long-term debt | $ | 5,028 | |||||||||
Outstanding debt balances as of December 31, 2014 mature as follows: 2015 - $989,000; 2016 - $4,986,000; 2017 - $28,000; 2018 - $8,000; and 2019 - $6,000. | |||||||||||
Note_7_Accrued_Liabilities
Note 7 - Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. Accrued Liabilities | ||||||||
The following table summarizes accrued liabilities for years ended December 31: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Purchase price due to seller, Stat Medical | $ | 268 | $ | - | |||||
Accrued management fees | 218 | 173 | |||||||
Personnel-related | 344 | 122 | |||||||
Professional fees | 146 | 180 | |||||||
Accrued other | 899 | 323 | |||||||
Total | $ | 1,875 | $ | 798 | |||||
Note_8_Property_and_Equipment
Note 8 - Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 8. Property and Equipment | ||||||||||||
Property and equipment, net consists of the following: | |||||||||||||
Useful Lives | 2014 | 2013 | |||||||||||
(years) | |||||||||||||
Software - internally-developed | 5 | $ | 3,054 | $ | 2,877 | ||||||||
Software - purchased | Â 3 | - | 5Â | 152 | 596 | ||||||||
Computer equipment | Â 3 | - | 5Â | 613 | 589 | ||||||||
Medical equipment | 5 | 626 | - | ||||||||||
Furniture and fixtures | 5 | 390 | 358 | ||||||||||
Vehicles | 5 | 43 | - | ||||||||||
Leasehold improvements | 7 | 2,151 | 205 | ||||||||||
7,029 | 4,625 | ||||||||||||
Accumulated depreciation and amortization | (2,707 | ) | (3,389 | ) | |||||||||
Property and equipment, net | $ | 4,322 | $ | 1,236 | |||||||||
We recognized depreciation expense of approximately $691,000 and $667,000 during 2014 and 2013, respectively.  The depreciation amounts include approximately $432,000 and $503,000 of amortization of internally-developed software during 2014 and 2013, respectively. | |||||||||||||
We capitalize costs associated with internally-developed software, developed for internal use only, during the application development stage.  Application development stage costs generally include costs associated with internal-use software configuration, coding, installation, and testing. Costs of significant upgrades and enhancements that result in additional functionality also are capitalized, whereas costs incurred for maintenance and minor upgrades and enhancements are expensed as incurred. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software and payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project.  Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its intended purpose. | |||||||||||||
During the years ended December 31, 2014 and 2013, we capitalized costs related to enhancements to its internal information technology claims management applications.  The applications were originally developed in 2005, and from time to time, we will enhance the functionality and reporting capabilities of the applications.  The enhancements are typically developed by our internal information technology group.  For internal resources, we capitalize salary and related benefits. Periodically, third-party consultants will be utilized to perform the development with all related costs capitalized. | |||||||||||||
Note_9_Goodwill_and_Intangible
Note 9 - Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 9. Goodwill and Intangible Assets | ||||||||||||
Intangibles acquired in the urgent and primary care transactions during 2014 are comprised of relationships with patients and related contracts that drive volume into the acquired centers and results in a repeatable revenue stream.  The remaining excess purchase price of $6,182,000 was allocated to goodwill and is not subject to amortization. | |||||||||||||
Intangible assets and related accumulated amortization consists of the following as of the dates presented: | |||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||
Gross carrying amount of urgent and primary care intangibles: | |||||||||||||
Patient relationships and contracts | $ | 972 | $ | - | |||||||||
Accumulated amortization | (47 | ) | - | ||||||||||
Urgent and primary care intangibles, net | 925 | - | |||||||||||
Gross carrying amount of ancillary intangibles: | |||||||||||||
Ancillary provider network | 1,921 | 1,921 | |||||||||||
Software | 428 | 428 | |||||||||||
2,349 | 2,349 | ||||||||||||
Accumulated amortization | (1,837 | ) | (1,709 | ) | |||||||||
Other intangibles, net | 512 | 640 | |||||||||||
Total intangibles, net | $ | 1,437 | $ | 640 | |||||||||
Total amortization expense related to intangibles was approximately $175,000 and $128,000 during the years ended December 31, 2014 and 2013, respectively.   The patient relationships and contracts are being amortized using the straight-line method over their estimate useful lives of five (5) years.  The ancillary provider network is being amortized using the straight-line method over its expected useful lives of 15 years.  Experience-to-date is that approximately 2%-8% annual turnover or attrition of provider contracts occurs each year.  The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted. | |||||||||||||
Estimated annual amortization expense relating to intangibles is as follows: | |||||||||||||
Years ending December 31, | Urgent and | Ancillary Care | Total | ||||||||||
Primary Care | Services | ||||||||||||
2015 | $ | 194 | $ | 128 | $ | 322 | |||||||
2016 | 194 | 128 | 322 | ||||||||||
2017 | 194 | 128 | 322 | ||||||||||
2018 | 194 | 128 | 322 | ||||||||||
2019 | 149 | - | 149 | ||||||||||
Total | $ | 925 | $ | 512 | $ | 1,437 | |||||||
Note_10_Private_PlacementEquit
Note 10 - Private Placement/Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Private Placement/Equity |
On May 5, 2014, we closed a private placement of 1,000,000 shares of our common stock at a purchase price of $2.00 per share for an aggregate purchase price of $2,000,000 for the shares. The investors in the offering included, among others, John Pappajohn, Mark C. Oman and Matt Kinley, who are each directors of the Company. | |
Note_11_Income_Taxes
Note 11 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | 11. Â Income Taxes | ||||||||
Income tax provision for the years ended December 31, 2014 and 2013, differed from the U.S. federal income tax rate of approximately 34% in the amounts indicated as a result of the following: | |||||||||
2014 | 2013 | ||||||||
Computed "expected" tax provision (benefit) | $ | (2,276 | ) | $ | (1,278 | ) | |||
Increase in the valuation allowance for deferred tax assets | 2,287 | 1,009 | |||||||
Shortfall on stock options, warrants, and RSUs | 215 | 330 | |||||||
State taxes | 12 | 19 | |||||||
Permanent items | 45 | 12 | |||||||
Tax benefit recognized related to stock acquisition | (145 | ) | - | ||||||
Other | (68 | ) | (67 | ) | |||||
Total income tax provision | $ | 70 | $ | 25 | |||||
Differences between financial accounting principles and tax laws cause differences between the basis of certain assets and liabilities for financial reporting purposes and tax purposes.  The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consist of the following: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Operating loss carryforward | $ | 4,951 | $ | 3,197 | |||||
Accounts receivable allowance | 401 | 69 | |||||||
Texas tax credit carryforward | 215 | 221 | |||||||
Stock option compensation | 1,121 | 1,070 | |||||||
Goodwill and intangibles | 403 | 602 | |||||||
Finance costs | 209 | - | |||||||
Accrued expenses | 209 | 120 | |||||||
Alternative Minimum Tax credit carryforwards | 16 | 16 | |||||||
Total deferred tax assets | 7,525 | 5,295 | |||||||
Deferred tax liabilities: | |||||||||
Property and equipment | (518 | ) | (397 | ) | |||||
Prepaid expense | (96 | ) | (71 | ) | |||||
Total deferred tax liabilities | (614 | ) | (468 | ) | |||||
Valuation allowance | (6,893 | ) | (4,606 | ) | |||||
Net deferred tax assets | $ | 18 | $ | 221 | |||||
During the years ended December 31, 2014 and 2013, we increased the valuation allowance by approximately $2,287,000 and $1,009,000, respectively, which was included in the income tax provision for the years ended December 31, 2014 and 2013.  Due to the nature and timing of the reversal of the deferred tax assets and liabilities, the valuation allowance was established against the net deferred tax assets with the exception of a portion of the Texas tax credit carryforward of approximately $18,000. | |||||||||
As of December 31, 2014 and 2013, the net operating loss carryforwards were approximately $19,600,000 and $14,500,000, respectively, which expire from 2025 through 2034.  Included in the net operating loss carryforward is approximately $5,400,000 which related to the excess tax benefits for stock options and warrants exercised which will result in a credit to additional paid-in capital of approximately $1,900,000 when the associated tax deduction results in a reduction in the income taxes payable. | |||||||||
The income tax provision shown on the statements of operations for the years ended December 31, 2014 and 2013 consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Current | $ | 12 | $ | 18 | |||||
Deferred | 58 | 7 | |||||||
$ | 70 | $ | 25 | ||||||
Note_12_Stockbased_Compensatio
Note 12 - Stock-based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 12. Stock-Based Compensation | ||||||||||||
Stock Options | |||||||||||||
The Company maintains a Stock Option Plan (the "2005 Plan") for the benefit of certain employees, non-employee directors, and key advisors.  The 2005 Plan was approved by the stockholders on May 16, 2005.  The 2005 Plan (i) authorized options to purchase 749,776 shares and (ii) established the class of eligible participants to include employees, nominees to the Board of Directors of the Company and consultants engaged by the Company, limited to 16,667 shares of common stock underlying the one-time grant of a Non-Qualified Option to which non-employee directors or non-employee nominees of the Board of Directors may be entitled.  Stock options granted under the 2005 Plan may be of two types:  (1) incentive stock options and (2) nonqualified stock options.  The option price of such grants is determined by a Committee of the Board of Directors (the "Committee"), but in no case will such price be less than the estimated fair value of the common stock at the date the option is granted.  The Committee fixes the terms of the grants with no option term lasting longer than ten years.  The ability to exercise such options is determined by the Committee when the options are granted. | |||||||||||||
Over time, the 2005 Plan has been amended to increase the number of shares available to a total of 1,249,776 shares. | |||||||||||||
On May 19, 2009, stockholders of the Company approved the 2009 Equity Incentive Plan (the "2009 Plan").  The purpose of the 2009 Plan is (a) to allow selected employees and officers of the Company to acquire and increase equity ownership in the Company, which will strengthen their commitment to the success of the Company, and to attract new employees, officers and consultants; (b) to provide annual cash incentive compensation opportunities that are competitive with other peer corporations; (c) to optimize the profitability and growth of the Company through incentives that are consistent with the Company's goals; (d) to provide grantees an incentive for individual excellence; (e) to promote teamwork; and (f) to attract and retain highly-qualified persons to serve as non-employee directors.  The 2009 Plan allows for awards of non-qualified options, stock appreciation rights, restricted shares, performance units/shares, deferred stock, dividend equivalents and other stock-based awards up to 500,000 shares.  The term of the 2009 Plan is ten years and all non-qualified options will be valued at not less than 100% of the market value of the Company's stock on the date of grant. On June 3, 2014, stockholders voted to increase the number of shares subject to the 2009 Plan from 500,000 shares to 2,000,000 shares. | |||||||||||||
Shares of common stock reserved for future grants under the Stock Option Plan and the 2009 Plan (the "Plans") were 1,381,914 and 482,083 at December 31, 2014 and 2013, respectively. | |||||||||||||
Compensation expense related to all equity awards, including non-qualified stock options, incentive stock options, and restricted stock units, that has been charged against income for the years ended December 31, 2014 and 2013, was approximately $592,000 and $299,000, respectively. | |||||||||||||
The awards granted to employees and non-employee directors become exercisable over periods of up to five years.  The fair value of each award granted is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table.  Volatility is calculated using an analysis of historical volatility.  The expected lives of options and forfeiture rates are determined based on our historical share option exercise experience.  We believe the historical experience method is the best estimate of future exercise patterns currently available.  The risk-free interest rates are determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the awards.  The expected dividend yields are based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. | |||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented: | |||||||||||||
2014 | 2013 | ||||||||||||
Weighted-average grant date fair value | $ | 2 | $ | 1.01 | |||||||||
Weighted-average assumptions used: | |||||||||||||
Expected volatility | 72.8 | % | 77.7 | % | |||||||||
Expected lives (years) | 5 | 6.2 | |||||||||||
Risk free interest rate | 1.7 | % | 1 | % | |||||||||
Forfeiture rate | 29.5 | % | 20.5 | % | |||||||||
Dividend rate | 0 | % | 0 | % | |||||||||
A summary of stock option activity is as follows: | |||||||||||||
Options | Weighted-Average | ||||||||||||
Exercise Price | |||||||||||||
Outstanding at December 31, 2012 | 792 | $ | 6.06 | ||||||||||
Granted | 284 | 1.88 | |||||||||||
Forfeited | (113 | ) | 2.88 | ||||||||||
Cancelled | (208 | ) | 6.99 | ||||||||||
Exercised | (5 | ) | 0.93 | ||||||||||
Outstanding at December 31, 2013 | 750 | 4.74 | |||||||||||
Granted | 734 | 2.26 | |||||||||||
Forfeited | (214 | ) | 2.13 | ||||||||||
Cancelled | (25 | ) | 6.34 | ||||||||||
Outstanding at December 31, 2014 | 1,245 | $ | 3.69 | ||||||||||
Exercisable at December 31, 2014 | 543 | $ | 5.51 | ||||||||||
As of December 31, 2014, the weighted-average remaining contractual life of the options outstanding was 6.6 years and the weighted-average remaining contractual life of the outstanding exercisable options was 3.2 years. | |||||||||||||
The following table summarizes information concerning outstanding and exercisable options at December 31, 2014: | |||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Range of Exercise Price | Number | Weighted- | Weighted- | Number | Weighted- | ||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||
Outstanding | Exercise | Exercise | |||||||||||
Contractual Life | Price | Price | |||||||||||
Under $1.00 | 53 | 0.5 | $ | 0.93 | 52 | $ | 0.93 | ||||||
$1.00- $2.00Â | 645 | 8.3 | 1.87 | 160 | 1.83 | ||||||||
$2.01- $3.00Â | 87 | 9.54 | 2.81 | - | - | ||||||||
$3.01- $4.00Â | 130 | 9.54 | 3.32 | 8 | 3.2 | ||||||||
$4.01- $5.00Â | 25 | 3.49 | 4.24 | 24 | 4.24 | ||||||||
$5.01- $6.00Â | 96 | 2.29 | 5.56 | 96 | 5.56 | ||||||||
$6.01- $7.00Â | 84 | 2.49 | 6.14 | 78 | 6.14 | ||||||||
Greater than $7.01 | 125 | 2.16 | 12.08 | 125 | 12.08 | ||||||||
1,245 | 6.64 | $ | 3.69 | 543 | $ | 5.51 | |||||||
The total intrinsic value of options outstanding at December 31, 2014 and 2013 was approximately $774,000 and $46,000, respectively.  The total intrinsic value of the options that are exercisable at December 31, 2014 and 2013 was approximately $274,000 and $40,000, respectively. There were 308 and 5,411 shares exercised during the years ended December 31, 2014 and 2013, respectively, with intrinsic values of approximately $390 and $5,000, respectively. | |||||||||||||
Compensation expense related to stock options charged to operations during 2014 and 2013 was approximately $384,000 and $247,000, respectively.   As of December 31, 2014, there was approximately $894,000 of total unrecognized compensation cost related to non-vested non-qualified stock options granted under the plan.  The cost is expected to be recognized over a weighted-average period of 4.1 years. | |||||||||||||
Restricted Stock Units | |||||||||||||
In 2009, we issued restricted stock units ("RSUs") to certain employees and members of our Board of Directors.   As RSUs vest, they are convertible into shares of our common stock.  The RSUs are valued at the market price of our stock on the measurement date, which is the date of grant. Compensation expense is recognized ratably over the vesting period.  Our future estimated forfeiture rate on RSUs is 5% as the RSUs have been awarded primarily to members of our Board of Directors and members of our senior management.   At the Annual Meeting on May 30, 2013, the Board approved a compensation program that provides an annual grant of RSUs to directors on the date of our annual meeting of stockholders.  Pursuant to the program, 50,000 RSUs were awarded during each of the years ended December 31, 2014 and 2013.  An additional 55,000 RSUs were awarded to members of senior management of the Company during the twelve months ended December 31, 2014. | |||||||||||||
A summary of RSU activity is as follows: | |||||||||||||
RSUs | Weighted-Average | ||||||||||||
Grant Date Fair Value | |||||||||||||
Outstanding at December 31, 2012 | 4 | $ | 21.4 | ||||||||||
Granted | 50 | 1.99 | |||||||||||
Forfeited | (1 | ) | 21.63 | ||||||||||
Converted to common stock | (2 | ) | 21.32 | ||||||||||
Outstanding at December 31, 2013 | 51 | 2.4 | |||||||||||
Granted | 105 | 3.49 | |||||||||||
Outstanding at December 31, 2014 | 156 | $ | 3.08 | ||||||||||
Vested and convertible to common stock at December 31, 2014 | 56 | $ | 2.65 | ||||||||||
Compensation expense related to RSUs charged to operations during 2014 and 2013 was approximately $208,000 and $52,000, respectively.  As of December 31, 2014, there was approximately $219,000 of total unrecognized compensation cost related to non-vested RSUs granted under the plan.  The cost is expected to be recognized over a weighted-average period of 1.5 years. | |||||||||||||
At December 31, 2014, we had outstanding RSUs for 155,663 shares of our common stock. This includes 100,660 RSUs we awarded to our directors in 2009, 2013 and 2014 that were not, and would not, be in compliance with the terms of our 2009 Plan.  Because of such noncompliance, awards of RSUs to our directors and issuance of our common stock upon vesting of those RSUs have not been approved by our stockholders, and, accordingly, the issuance of our common stock thereunder was not and would not be in compliance with NASDAQ Listing Rule 5635(c). On November 5, 2014, we notified the NASDAQ Stock Market LLC, or NASDAQ, of these events and advised it that our Board of Directors has determined that we would suspend the issuance of additional common stock under the RSUs awarded in 2009 and would not issue any common stock under the RSUs awarded in 2013 or 2014 until stockholder approval of such awards is obtained and stockholders approve an amendment of the 2009 Plan to permit the award of RSUs to our directors. We also notified NASDAQ that we would seek such stockholder approval at our 2015 annual meeting of stockholders. On November 25, 2014, we received a letter from NASDAQ notifying us that NASDAQ had determined that we had violated NASDAQ Listing Rule 5635(c). In its November 25, 2014 letter, NASDAQ granted us an extension of time until May 26, 2015 to obtain such approvals and notify NASDAQ of such action. | |||||||||||||
Note_13_Warrants
Note 13 - Warrants | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Warrants [Abstract] | |||||||||||||||||
Warrants [Text Block] | 13. Warrants | ||||||||||||||||
The Company had 1,782,222 and 22,222 outstanding warrants to purchase common stock as of December 31, 2014 and December 31, 2013, respectively. 1,760,000 of those warrants at December 31, 2014 are considered derivative warrants because they contain exercise-price adjustment features. The remaining 22,222 non-derivative warrants as of December 31, 2014 and 2013 expire on February 25, 2016 and have an exercise price of $1.50 per share of common stock. | |||||||||||||||||
July 30, 2014 Warrants | |||||||||||||||||
On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date.  The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014.  The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019.  These warrants have anti-dilution provisions that could require some of the warrants' terms to change upon the occurrence of certain future events. Some of the anti-dilution provisions on warrants issued to our officers and directors do not become effective unless and until they are approved by our stockholders.  If approved, the anti-dilution provisions could result in changes to the warrants' strike price and the number of shares that can be purchased by the warrant holders. Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet.  On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants' fair value of $1,420,000. A corresponding entry was made to deferred loan fees. | |||||||||||||||||
Deferred loan fees are being amortized over the life of the line of credit agreement, which expires on June 1, 2016.  During the year ended December 31, 2014, we recognized $322,000 of amortization expense on this asset. | |||||||||||||||||
The warrant liability is adjusted to the warrants' fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as unrealized losses (gains) on the Company's statement of operations. On December 31, 2014, the warrants were adjusted to their estimated fair value of $1,410,000. The Company's statement of operations includes an unrealized gain of $10,000, which corresponds with the reduction in the liability since July 30, 2014. | |||||||||||||||||
The warrants' fair value was calculated using the binomial options-pricing model.  In those calculations, we assumed that there was a 15% probability that the Company would have a private stock offering in the second half of 2015. If the market price of the Company's stock was less than the warrants' exercise price on the date of a private stock offering, we assumed that the warrants' exercise price would be reduced, and the number of shares purchasable by warrant holders would increase, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: | |||||||||||||||||
31-Dec-14 | 30-Jul-14 | ||||||||||||||||
Stock price | $ | 2.9 | $ | 3.14 | |||||||||||||
Volatility | 72.5 | % | 61.5 | % | |||||||||||||
Risk-free interest rate | 1.65 | % | 1.83 | % | |||||||||||||
Exercise price | $ | 3.15 | $ | 3.15 | |||||||||||||
Expected life (years) | 4.83 | 5.25 | |||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
December 4, 2014 Warrants | |||||||||||||||||
On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date.  The warrants allow the warrant holders to purchase a total of 960,000 shares of the common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014.  The warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019.  These warrants have anti-dilution provisions, under which the warrants' strike price could change if certain future events occur. Some of the anti-dilution provisions on warrants issued to the Company's officers and directors do not become effective unless and until they are approved by the Company's stockholders.  Because the strike price is not fixed, the warrants are reported as liabilities on our balance sheet.  On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants' fair value of $1,660,000.  A corresponding entry was made to deferred loan fees. | |||||||||||||||||
Deferred loan fees are being amortized over the life of the line of credit agreement, which expires on June 1, 2016.  During the year ended December 31, 2014, we recognized $92,000 of amortization expense on this asset. | |||||||||||||||||
The warrant liability is adjusted to the warrants' fair value at the end of each reporting period.  Increases (decreases) in the warrant liability are reported as unrealized losses (gains) on our statement of operations.  On December 31, 2014, the warrants were adjusted to their estimated fair value of $1,790,000.  Our statement of operations includes an unrealized loss of $130,000, which corresponds with the increase in the liability since December 4, 2014. | |||||||||||||||||
The warrants' fair value was calculated using the binomial options-pricing model.  In those calculations, we assumed that there was a 100% probability that the Company would have a public or private stock offering in the second half of 2015. If the market price of the Company's stock was less than the warrants' exercise price on the date of a stock offering, we assumed that the warrants' exercise price would be reduced, in accordance with the terms of the warrant agreements.  Additional assumptions we used in our valuation calculations were as follows: | |||||||||||||||||
31-Dec-14 | 4-Dec-14 | ||||||||||||||||
Stock price | $ | 2.9 | $ | 2.71 | |||||||||||||
Volatility | 72.5 | % | 72.5 | % | |||||||||||||
Risk-free interest rate | 1.65 | % | 1.59 | % | |||||||||||||
Exercise price | $ | 2.71 | $ | 2.71 | |||||||||||||
Expected life (years) | 4.93 | 5 | |||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
The Company did not have any derivative warrants outstanding on December 31, 2013. The following table summarizes the derivative warrant activity in 2014: | |||||||||||||||||
Weighted- | Warrants | Warrants | Warrants | ||||||||||||||
Average | Outstanding | Issued | Outstanding | ||||||||||||||
Exercise | December 31, | in 2014 | December 31, | ||||||||||||||
Price | 2013 | 2014 | |||||||||||||||
Warrants issued July 30, 2014 | $ | 3.15 | - | 800 | 800 | ||||||||||||
Warrants issued December 4, 2014 | $ | 2.71 | - | 960 | 960 | ||||||||||||
Total | $ | 2.91 | - | 1,760 | 1,760 | ||||||||||||
The following table summarizes the changes in the derivative warrants' fair values in 2014: | |||||||||||||||||
Warrants | Warrants | Total | |||||||||||||||
Issued on | Issued on | ||||||||||||||||
30-Jul-14 | 4-Dec-14 | ||||||||||||||||
Fair value of outstanding warrants as of December 31, 2013 | $Â | - | $Â | - | $Â | - | |||||||||||
Fair value of warrants issued on July 30, 2014 | 1,420 | - | 1,420 | ||||||||||||||
Fair value of warrants issued on December 4, 2014 | - | 1,660 | 1,660 | ||||||||||||||
Fair value of warrants issued in 2014 | 1,420 | 1,660 | 3,080 | ||||||||||||||
Change in fair value of warrants in 2014 | (10 | ) | 130 | 120 | |||||||||||||
Fair value of outstanding warrants as of December 31, 2014 | $Â | 1,410 | $Â | 1,790 | $Â | 3,200 | |||||||||||
Note_14_Fair_Value_of_Financia
Note 14 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 14. Fair Value of Financial Instruments |
The Company adjusts its warrant derivative liability to fair value at the end of each reporting period. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: | |
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. | |
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | |
Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. | |
The Company classifies its fair value measurements for the warrant derivative liability under Level 3, because the valuation models require certain unobservable inputs that may have a material impact on fair value. A table summarizing the activity for the derivative warrant liability is presented in Note 13. | |
Note_15_Employee_Benefit_Plans
Note 15 - Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Significant Agreements [Abstract] | |
Significant Agreements [Text Block] | 15. Employee Benefit Plans |
We provide a defined contribution plan for all full-time, permanent employees. Eligible employees may contribute up to 100% of their current compensation to the plan subject to certain statutory limitations.  We contribute up to a maximum of 3.5% of an employee's compensation and plan participants are fully vested in our contributions immediately.  We made contributions to the plan and charged operations of approximately $109,000 and $98,000 during the years ended December 31, 2014 and 2013, respectively. | |
Note_16_Related_Party_Transact
Note 16 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 16.  Related Party Transactions |
On January 10, 2014, we entered into an arrangement with Equity Dynamics, Inc. for monthly strategic consulting services.  Such services include acquisition activities and the securing of debt financing.  As part of the arrangement, Equity Dynamics, Inc. will receive a monthly fee of $10,000 for performance of such consulting services.  Equity Dynamics, Inc. is a company owned by John Pappajohn, and Matt Kinley serves as its Executive Vice President.  Mr. Pappajohn and Mr. Kinley are both members of our Board of Directors. | |
In addition, see discussion of other related party transactions in Note 10 - Private Placement/Equity and Note 13 - Warrants. | |
In connection with the acquisitions of Mid-South, MedHelp, and Stat Medical Care, we retained the seller physicians as employees upon closing. Refer to Note 6 - Lines of Credit, Promissory Notes, and Notes Payable for the terms of the promissory notes. | |
Note_17_Segment_Reporting
Note 17 - Segment Reporting | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 17.  Segment Reporting | ||||||||||||||||||||||||||||||||
We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income.  We define segment operating income for our business segments as income before interest expense, gain or loss on disposal of assets, income taxes, depreciation expense, non-cash amortization of intangible assets, non-cash stock-based compensation expense, shared services, severance charges and any non-recurring costs such as transactional costs related to our acquisition program.  Shared services primarily consist of compensation costs for the executive management team, facilities' costs for our corporate headquarters, shared services such as finance and accounting, human resources, legal, marketing and information technology and general administration.  Shared services also includes transactional costs. | |||||||||||||||||||||||||||||||||
The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes). | |||||||||||||||||||||||||||||||||
Consolidated statements of operations by segment for the respective years ended December 31, are as follows: | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Urgent and | Ancillary | Shared | Total | Urgent and | Ancillary | Shared | Total | ||||||||||||||||||||||||||
Primary Care | Network | Services | Primary Care | Network | Services | ||||||||||||||||||||||||||||
Net revenues | $ | 3,906 | $ | 23,146 | $ | - | $ | 27,052 | $ | - | $ | 26,751 | $ | - | $ | 26,751 | |||||||||||||||||
Total segment operating income (loss) | (80 | ) | 1,353 | (5,360 | ) | (4,087 | ) | - | 1,096 | (3,535 | ) | (2,439 | ) | ||||||||||||||||||||
Additional Segment Disclosures: | |||||||||||||||||||||||||||||||||
Interest expense, including loan fee amortization | 658 | - | - | 658 | - | - | - | - | |||||||||||||||||||||||||
Depreciation and amortization expense | 222 | 644 | - | 866 | - | 795 | - | 795 | |||||||||||||||||||||||||
Income tax expense (benefit) | (145 | ) | 215 | - | 70 | - | 25 | - | 25 | ||||||||||||||||||||||||
Total asset expenditures | 347 | 429 | 40 | 816 | - | 315 | - | 315 | |||||||||||||||||||||||||
The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals: | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Total segment operating loss | $ | (4,087 | ) | $ | (2,439 | ) | |||||||||||||||||||||||||||
Less (add): | |||||||||||||||||||||||||||||||||
Severance charges | 108 | 199 | |||||||||||||||||||||||||||||||
Non-recurring transaction costs | 333 | 50 | |||||||||||||||||||||||||||||||
Depreciation and amortization expense | 866 | 795 | |||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense | 592 | 299 | |||||||||||||||||||||||||||||||
Other | 166 | - | |||||||||||||||||||||||||||||||
Operating loss | (6,152 | ) | (3,782 | ) | |||||||||||||||||||||||||||||
Interest expense | 658 | - | |||||||||||||||||||||||||||||||
(Gain)/loss on disposal of assets | (108 | ) | 5 | ||||||||||||||||||||||||||||||
Interest income | (9 | ) | (27 | ) | |||||||||||||||||||||||||||||
Loss before income taxes | $ | (6,693 | ) | $ | (3,760 | ) | |||||||||||||||||||||||||||
Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles.  Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets.  Consolidated assets, by segment and shared services, as of the periods presented are as follows: | |||||||||||||||||||||||||||||||||
Urgent and | Ancillary Network | Shared Services | Consolidated | ||||||||||||||||||||||||||||||
Primary Care | |||||||||||||||||||||||||||||||||
31-Dec-14 | $ | 11,958 | $ | 5,202 | $ | 3,945 | $ | 21,105 | |||||||||||||||||||||||||
31-Dec-13 | - | 4,404 | 6,625 | 11,029 | |||||||||||||||||||||||||||||
Note_18_Litigation_Contingenci
Note 18 - Litigation Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 18. Litigation Contingencies |
As of December 31, 2014, we were not involved in, but may in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of December 31, 2013 and December 31, 2014, there was no litigation or contingency with at least a reasonable possibility of a material loss. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | ||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All material intercompany accounts and transactions are eliminated in consolidation. | |||||||||
Certain amounts in the December 2013 income statement presentation were reclassified to conform to the December 2014 presentation. There is no impact on major classifications or net loss due to these reclassifications. | |||||||||
Liquidity Disclosure [Policy Text Block] | Liquidity | ||||||||
During 2014, we made significant investments in our urgent and primary care business.  We used working capital, proceeds from a private equity offering, bank debt and seller financed debt to consummate five transactions totaling $8,486,000, resulting in our acquisition of ten urgent and primary care centers.   We expanded our shared services function to provide the needed infrastructure to manage our urgent and primary care centers and support the planned growth of this business segment.  As a result of these efforts, losses related to the shared services function, as reported in Note 17, increased by $1,825,000 to $5,360,000, during the year ended December 31, 2014, compared to $3,535,000 during the year ended December 31, 2013. | |||||||||
Our loss from operations increased by $2,370,000 to $6,152,000 during the year ended December 31, 2014 compared to $3,782,000 during the year ended December 31, 2013.  The increase in our operating loss resulted from expanding our shared services function, costs to build out and enhance our current urgent and primary care centers and the continuing decline in our ancillary network business.  As a result of our operating losses, we used cash in our operations of $4,034,000 and $4,188,000 during the years ended December 31, 2014 and 2013, respectively.  We anticipate we will continue to generate operating losses, and use cash in our operations, during the next 12 months, but have made changes to our business model to improve our operating results.  We believe the management service agreement we entered into with HealthSmart, to manage our ancillary network business, will reduce our operating costs.  We will continue to analyze other strategies to improve our ancillary network operating results. Also, we expect to realize the benefits of economies of scale as we acquire additional urgent and primary care centers. | |||||||||
Until we generate cash flows from operations, we are dependent on our existing lines of credit and outside capital to fund our operations and additional acquisitions.  Our plans to fund these needs include: | |||||||||
· | Equity financing through the currently filed Form S-1 Registration Statement to sell additional shares of our common stock.  If the offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we would receive on account of the over allotment options we granted to underwriters.  We anticipate closing this offering during the second quarter of 2015. | ||||||||
· | Use of our existing lines of credit, which as of March 30, 2015, collectively have $4,000,000 of borrowing capacity. | ||||||||
· | If necessary, raising additional financing through additional bank borrowing, additional private or public offerings or support from existing guarantors. | ||||||||
Segment Reporting, Policy [Policy Text Block] | Segment and Related Information – We use the "management approach" for reporting information about segments. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. We analyzed our products and services, geography, legal structure, management structure and any other factors, and we determined that the business is comprised of two reporting segments: urgent and primary business and ancillary network business.  The five businesses acquired were determined to be individual operating segments which have been aggregated into the urgent and primary business. | ||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  We consider our most significant estimates to be the collectability of revenue, payments due to providers (and resulting margin as a percentage of revenue), and valuations related to acquisitions and warrants.  Actual amounts could differ from those estimates. | ||||||||
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties – We operate in industries that are subject to intense competition, government regulation and rapid technological change.  Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including risk of business failure. | ||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents – We consider all highly-liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts in deposit accounts in excess of federally-insured limits.  We have not experienced any losses in such accounts. | ||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition in 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 – We have entered into agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. Billing methodologies under these agreements include discounts from established charges and prospectively determined rates. | |||||||||
Medicare – Services rendered to Medicare program beneficiaries are recorded at prospectively determined rates. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors. | |||||||||
In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns.  We adjust this allowance prospectively. | |||||||||
Collection of payment for services provided to patients without insurance coverage is done at time of service. | |||||||||
Revenue Recognition in Ancillary Network Business – We 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. We have assessed our role as primary obligor as a strong indicator of gross reporting.  We believe that we are the primary obligor in our transactions because we are responsible for providing the services desired by our payor clients.  We have distinct, separately negotiated contractual relationships with our payor clients and with the ancillary healthcare providers in our networks.  We do not negotiate "on behalf of" our payor clients and do not hold ourselves out as the agent of the payor clients when negotiating the terms of our ancillary healthcare service provider agreements.  Our agreements contractually prohibit payor clients and service providers from entering into direct contractual relationships with one another.  The payor clients have no control over the terms of our agreements with the service providers.  In executing transactions, we assume key performance-related risks.  The payor clients hold us responsible for fulfillment, as the provider, of all of the services the payor clients are entitled to under their contracts; payor clients do not look to the service providers for fulfillment.  In addition, we bear the pricing/margin risk as the principal in the transactions.  Because the contracts with the payor clients and service providers are separately negotiated, we have complete discretion in negotiating both the prices we charge our payor clients and the financial terms of our agreements with the service providers.  Because our profit is the spread between the amounts received from the payor clients and the amount paid to the service providers, we bear significant pricing and margin risk.  There is no guaranteed mark-up payable to us on the amount we have contracted.  Thus, we bear the risk that amounts paid to the service provider will be greater than the amounts received from the payor clients, resulting in a loss or negative claim. | ||||||||
· | The Company has latitude in establishing pricing. As stated above, we are able to negotiate the price payable to us by our payor clients as well as the price to be paid to each contracted service provider.  This type of pricing latitude indicates that we have the risks and rewards normally attributed to a principal in the transactions. | ||||||||
· | The Company changes the product or performs part of the services. We provide the benefits associated with the relationships we build with the payor clients and the services providers.  While the parties could deal with each other directly, the payor clients would not have the benefit of our experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to payor clients of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers. | ||||||||
· | The Company has complete discretion in supplier selection. We have complete discretion in supplier selection.  One of the key factors considered by payor clients which engage us is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers.  As part of the contractual arrangement between us and our payor clients, the payors identify their obligations to their respective covered persons and then work with us to determine the types of ancillary healthcare services required in order for the payors to meet their obligations.  We may select the providers and contract with them to provide services at its discretion. | ||||||||
· | The Company is involved in the determination of product or service specifications. We work with our payor clients to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons.  In some respects, we are customizing the product through our efforts and ability to assemble a comprehensive network of providers for our payors that is tailored to each payor's specific needs.  In addition, as part of our claims processing and payment services, we work with the payor clients, on the one hand, and the providers, on the other, to set claims review, management and payment specifications. | ||||||||
· | The supplier (and not the Company) has credit risk. We believe we have some level of credit risk, but that risk is mitigated because we do not remit payment to providers unless and until we have received payment from the relevant payor clients following our processing of a claim. | ||||||||
· | The amount that the Company earns is not fixed. We do not earn a fixed amount per transaction nor do we realize a per-person per-month charge for our services. | ||||||||
We have evaluated the other indicators of gross and net revenue recognition, including whether or not we have general inventory risk.  We do not have any general inventory risk, as our business is not related to the manufacture, purchase or delivery of goods and we do not purchase in advance any of the services to be provided by the ancillary healthcare service providers.  While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, we have carefully evaluated all of the key gross and net revenue recognition indicators and have concluded that our circumstances are more consistent with those key indicators that support gross revenue reporting. | |||||||||
If, however, we were to report our ancillary network revenues, net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2014 and 2013, our revenues would have been approximately $6,900,000 and $7,000,000, respectively. | |||||||||
Cost of Sales, Policy [Policy Text Block] | Ancillary Network Provider Payments – Payments to providers is the largest component of our cost of revenues and it consists of payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients. | ||||||||
Advertising Costs, Policy [Policy Text Block] | Advertising Costs – Advertising costs are expensed as incurred.   Advertising expense for the years ended December 31, 2014 and 2013 was approximately $193,000 and $65,000, respectively. | ||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment – Property and equipment are recorded at original cost and increased by the cost of any significant improvements subsequent to purchase.  Property and equipment acquired through acquisitions are recorded at their estimated fair market value on the date of acquisition. We expense repairs and maintenance as incurred.  Depreciation and amortization is calculated using the straight-line method over the shorter of the asset's estimated useful life or the term of the lease in the case of leasehold improvements. We capitalize costs associated with software developed for internal use. During 2014 and 2013, we capitalized approximately $177,000 and $303,000 of internally-developed software costs, respectively. | ||||||||
Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense.  Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements. | |||||||||
Loan Guarantee Fees [Policy Text Block] | Deferred Loan Fees – Deferred loan fees related to the issuance of warrants in exchange for debt guarantees by certain directors/shareholders are amortized on a straight-line basis over the term of the debt. | ||||||||
Deferred Charges, Policy [Policy Text Block] | Deferred Offering Costs – Deferred offering costs represent legal, accounting and other direct costs related to raising capital through a stock offering.  Costs related to our planned offering activities are deferred until completion of the offering, at which time they are reclassified to additional paid-in capital as a reduction of the offering proceeds.  There were no offering costs in connection with our private placement in May 2014. In connection with our planned upcoming offering, approximately $225,000 of offering costs have been deferred. | ||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets – Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset or group of assets might not be recoverable. We perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would indicate a potential impairment include a significant decline in the observable market value of an asset or a significant change in the extent or manner in which an asset is used. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset or asset group exceeds its fair value. | ||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill – Goodwill resulted from the acquisitions of urgent and primary care businesses during the year ended December 31, 2014.  See Note 3.  In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805, Business Combinations, the purchase method of accounting requires that the excess of the purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill.  In accordance with ASC 350, Intangibles – Goodwill and Other, we are required to test goodwill for impairment annually.  We established October 1 as the date of our annual impairment review.  We determined no impairment existed for the period ended September 30, 2014, and there were no factors identified that indicated impairment existed through December 31, 2014. | ||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets – Intangible assets are recorded at fair values at the date of acquisition. Our intangible assets have finite useful lives and are amortized over their estimated useful lives. | ||||||||
Derivatives, Policy [Policy Text Block] | Warrant Derivative Liability – We have issued certain warrants which contain an exercise price adjustment feature in the event we issue additional equity instruments at a price lower than the exercise price of the warrant.  The warrants are described herein as derivative warrants.  We account for these derivative warrants as liabilities. These common stock purchase warrants do not trade in an active securities market.  See Note 13 for methodology used to value warrants. | ||||||||
We compute the fair value of the warrant liability at each reporting period and the change in the fair value is recorded in the statement of operations. The key component in the value of the warrant liability is our stock price, which is subject to significant fluctuation and is not under our control.   The resulting effect on our net income (loss) is, therefore, subject to significant fluctuation and will continue to be so until the warrants are exercised, amended or expire.  Assuming all other fair value inputs remain constant, we will record non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value change. | |||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development – Research and development costs are expensed as incurred. | ||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes – Income taxes are accounted for under the asset and liability method.  Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as "temporary differences".  We record the tax effect of these temporary differences as "deferred tax assets" (generally items that can be used as a tax deduction or credit in the future periods) and "deferred tax liabilities" (generally items that we received a tax deduction for, which have not yet been recorded in the statements of operations). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce deferred tax assets considered to be more-likely-than-not that the deferred tax assets will not be realized. | ||||||||
ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.  Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At December 31, 2014, and 2013, we had no uncertain tax positions. | |||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation – We record all stock-based payments to employees in the consolidated financial statements over the vesting period based on our estimated fair values as of the measurement date of the respective awards.  Additional information about our stock-based payment plan is presented in Note 12. | ||||||||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments – The carrying amount of accounts receivable, accounts payable and accrued expenses, approximate their estimated fair values due to the short-term maturities of those financial instruments. These financial instruments are considered Level 3 measurements under the fair value hierarchy. The fair values of our promissory notes, notes payable, lines of credit and capital lease obligations approximate carrying value under Level 3 of the fair value hierarchy. The fair value of warrants recorded as derivative liabilities are described in Note 14. | ||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements – In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40).  The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification.  This guidance will be effective for interim and annual periods beginning after December 15, 2016.  We are currently assessing the impact that this guidance will have on our consolidated financial statements. | ||||||||
In August 2014, the FASB ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance relates to the disclosures around going concern.  The new standard update provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures.  The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. | |||||||||
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share – Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation.  Diluted earnings 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. | ||||||||
The following table summarizes potentially dilutive shares outstanding as of December 31, 2014, which were excluded from the calculation due to being anti-dilutive: | |||||||||
2014 | 2013 | ||||||||
Common stock purchase warrants | 1,782 | 22 | |||||||
Stock options | 1,245 | 750 | |||||||
Restricted shares of common stock | 100 | 51 |
Note_2_Basis_of_Presentation_a1
Note 2 - Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2014 | 2013 | |||||||
Common stock purchase warrants | 1,782 | 22 | |||||||
Stock options | 1,245 | 750 | |||||||
Restricted shares of common stock | 100 | 51 |
Note_3_Acquisitions_Tables
Note 3 - Acquisitions (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Business Acquired | State | Sites | Date of | Purchase Price | ||||||||||||||||||||
Closing | |||||||||||||||||||||||||
CorrectMed | Georgia | 2 | 8-May-14 | $ | 2,649 | ||||||||||||||||||||
Bay Walk-In Clinic | Florida | 2 | 29-Aug-14 | 2,024 | |||||||||||||||||||||
Mid-South Urgent Care | Alabama | Â 3* | 12-Sep-14 | 1,554 | |||||||||||||||||||||
MedHelp | Georgia | 1 | 31-Oct-14 | 880 | |||||||||||||||||||||
Stat Medical Care | Virginia | 2 | 31-Dec-14 | 1,379 | |||||||||||||||||||||
Total | $ | 8,486 | |||||||||||||||||||||||
Business Combination, Separately Recognized Transactions [Table Text Block] | CorrectMed | Bay Walk-In | Mid-South | MedHelp | Stat Medical | Total | |||||||||||||||||||
Clinic | Urgent Care | Care | |||||||||||||||||||||||
Cash consideration in purchase agreement* | $ | 2,180 | $ | 1,500 | $ | 1,350 | $ | 780 | $ | 1,328 | $ | 7,138 | |||||||||||||
Adjustments on closing date | 4 | - | 34 | 13 | - | 51 | |||||||||||||||||||
Cash consideration, as adjusted | 2,184 | 1,500 | 1,384 | 793 | 1,328 | 7,189 | |||||||||||||||||||
Deferred consideration in purchase agreement | 500 | 700 | 150 | 100 | 50 | 1,500 | |||||||||||||||||||
Adjustments for working capital | (46 | ) | (170 | ) | 15 | (15 | ) | - | (216 | ) | |||||||||||||||
Valuation adjustments to promissory notes | 11 | (6 | ) | 5 | 2 | 1 | 13 | ||||||||||||||||||
Deferred consideration, as adjusted | 465 | 524 | 170 | 87 | 51 | 1,297 | |||||||||||||||||||
Total Purchase Price | $ | 2,649 | $ | 2,024 | $ | 1,554 | $ | 880 | $ | 1,379 | $ | 8,486 | |||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Acquisition Activity | ||||||||||||||||||||||||
CorrectMed | Bay Walk-In | Mid-South | MedHelp | Stat Medical | Total | ||||||||||||||||||||
Clinic | Urgent Care | Care | |||||||||||||||||||||||
Accounts receivable | $ | 221 | $ | 153 | $ | 147 | $ | 28 | $ | 81 | $ | 630 | |||||||||||||
Other current assets | 48 | - | 32 | 37 | - | 117 | |||||||||||||||||||
Property and equipment | 1,325 | 63 | 1,205 | 180 | 211 | 2,984 | |||||||||||||||||||
Identifiable intangible assets | 110 | 97 | 105 | 600 | 60 | 972 | |||||||||||||||||||
Goodwill | 1,871 | 1,788 | 1,437 | 44 | 1,042 | 6,182 | |||||||||||||||||||
Total assets acquired | 3,575 | 2,101 | 2,926 | 889 | 1,394 | 10,885 | |||||||||||||||||||
Liabilities assumed | (926 | ) | (77 | ) | (1,227 | ) | (9 | ) | (15 | ) | (2,254 | ) | |||||||||||||
Deferred tax liability | - | - | (145 | ) | - | - | (145 | ) | |||||||||||||||||
Net assets acquired | $ | 2,649 | $ | 2,024 | $ | 1,554 | $ | 880 | $ | 1,379 | $ | 8,486 | |||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Net revenue | |||||||||||||||||||||||||
Ancillary | $ | 23,146 | $ | 26,751 | |||||||||||||||||||||
Urgent and primary care | 3,268 | 3,654 | |||||||||||||||||||||||
Total net revenue | 26,414 | 30,405 | |||||||||||||||||||||||
Net loss | $ | (7,020 | ) | $ | (4,921 | ) | |||||||||||||||||||
Loss per basic and diluted common share | $ | (1.10 | ) | $ | (0.86 | ) | |||||||||||||||||||
Business Combination, Revenue Since Acquisition [Table Text Block] | 2014 | ||||||||||||||||||||||||
CorrectMed | $ | 2,144 | |||||||||||||||||||||||
Bay Walk-In Clinic | 719 | ||||||||||||||||||||||||
Mid-South Urgent Care | 875 | ||||||||||||||||||||||||
MedHelp | 168 | ||||||||||||||||||||||||
Stat Medical Care | - | ||||||||||||||||||||||||
Total | $ | 3,906 |
Note_4_Accounts_Receivable_and1
Note 4 - Accounts Receivable and Revenue (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Accounts Receivable And Revenue [Abstract] | |||||||||||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | 2014 | ||||||||||||||||||||||||
Accounts receivable | $ | 2,434 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Estimated allowance for uncollectible amounts | (847 | ) | |||||||||||||||||||||||
Accounts receivable, net | $ | 1,587 | |||||||||||||||||||||||
Schedule of Revenue Sources, Health Care Organization [Table Text Block] | 2014 | ||||||||||||||||||||||||
Gross revenue | $ | 7,259 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Provision for contractual adjustments and estimated uncollectible amounts | (3,353 | ) | |||||||||||||||||||||||
Net revenue | $ | 3,906 | |||||||||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | 2014 | 2013 | |||||||||||||||||||||||
Accounts Receivable | Net Revenue | % of Total Revenue | Accounts Receivable | Net Revenue | % of Total Revenue | ||||||||||||||||||||
HealthSmart Preferred Care II, L.P. | $ | 870 | $ | 7,764 | 34 | % | $ | 532 | $ | 5,905 | 22 | % | |||||||||||||
HealthMarkets, Inc. | 244 | 1,967 | 9 | % | 252 | 3,599 | 13 | % | |||||||||||||||||
Benefit Administrative Systems, LLC | 179 | 1,818 | 8 | % | 148 | 2,618 | 10 | % |
Note_5_Capital_and_Operating_L1
Note 5 - Capital and Operating Lease Obligations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Leases [Abstract] | |||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Operating | Total | |||||||||||
Capital Leases | Leases | ||||||||||||
2015 | $ | 280 | $ | 729 | $ | 1,009 | |||||||
2016 | 299 | 879 | 1,178 | ||||||||||
2017 | 287 | 766 | 1,053 | ||||||||||
2018 | 276 | 651 | 927 | ||||||||||
2019 | 273 | 585 | 858 | ||||||||||
Thereafter | 2,898 | 827 | 3,725 | ||||||||||
Total minimum lease payments | 4,313 | $ | 4,437 | $ | 8,750 | ||||||||
Less amount representing interest | (2,432 | ) | |||||||||||
Present value of net minimum obligations | 1,881 | ||||||||||||
Less current obligation under capital lease | 117 | ||||||||||||
Long-term obligation under capital lease | $ | 1,764 |
Note_6_Lines_of_Credit_Promiss1
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Schedule of Promissory Notes Issued in Connection with Acquisition Activities [Table Text Block] | Issue Date | Fair Value Principal | Interest Rate per | Maturity Date | |||||||
Amount¹ | Annum | ||||||||||
CorrectMed | 8-May-14 | $ | 465 | 5 | % | 8-May-15 | |||||
Bay Walk-In | 29-Aug-14 | 30 | 5 | % | 29-Aug-16 | ||||||
Bay Walk-In | 29-Aug-14 | 205 | 5 | % | 29-Aug-16 | ||||||
Bay Walk-In | 29-Aug-14 | 289 | none | 28-Feb-17 | |||||||
Mid-South | 12-Sep-14 | 170 | * | 5 | % | 12-Sep-16 | |||||
MedHelp | 31-Oct-14 | 87 | * | 5 | % | 31-Oct-15 | |||||
Stat Medical Care | 31-Dec-14 | 51 | * | 5 | % | 31-Dec-15 | |||||
Total | $ | Â 1,297 | |||||||||
Schedule of Debt [Table Text Block] | Revolving line of credit | $ | 4,716 | ||||||||
Promissory notes, related to acquisitions | 1,263 | ||||||||||
Note payable | 38 | ||||||||||
Total debt | 6,017 | ||||||||||
Less current maturities | 989 | ||||||||||
Long-term debt | $ | 5,028 |
Note_7_Accrued_Liabilities_Tab
Note 7 - Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Liabilities [Table Text Block] | Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Purchase price due to seller, Stat Medical | $ | 268 | $ | - | |||||
Accrued management fees | 218 | 173 | |||||||
Personnel-related | 344 | 122 | |||||||
Professional fees | 146 | 180 | |||||||
Accrued other | 899 | 323 | |||||||
Total | $ | 1,875 | $ | 798 |
Note_8_Property_and_Equipment_
Note 8 - Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property, Plant and Equipment [Table Text Block] | Useful Lives | 2014 | 2013 | ||||||||||
(years) | |||||||||||||
Software - internally-developed | 5 | $ | 3,054 | $ | 2,877 | ||||||||
Software - purchased | Â 3 | - | 5Â | 152 | 596 | ||||||||
Computer equipment | Â 3 | - | 5Â | 613 | 589 | ||||||||
Medical equipment | 5 | 626 | - | ||||||||||
Furniture and fixtures | 5 | 390 | 358 | ||||||||||
Vehicles | 5 | 43 | - | ||||||||||
Leasehold improvements | 7 | 2,151 | 205 | ||||||||||
7,029 | 4,625 | ||||||||||||
Accumulated depreciation and amortization | (2,707 | ) | (3,389 | ) | |||||||||
Property and equipment, net | $ | 4,322 | $ | 1,236 |
Note_9_Goodwill_and_Intangible1
Note 9 - Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 31-Dec-14 | 31-Dec-13 | |||||||||||
Gross carrying amount of urgent and primary care intangibles: | |||||||||||||
Patient relationships and contracts | $ | 972 | $ | - | |||||||||
Accumulated amortization | (47 | ) | - | ||||||||||
Urgent and primary care intangibles, net | 925 | - | |||||||||||
Gross carrying amount of ancillary intangibles: | |||||||||||||
Ancillary provider network | 1,921 | 1,921 | |||||||||||
Software | 428 | 428 | |||||||||||
2,349 | 2,349 | ||||||||||||
Accumulated amortization | (1,837 | ) | (1,709 | ) | |||||||||
Other intangibles, net | 512 | 640 | |||||||||||
Total intangibles, net | $ | 1,437 | $ | 640 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years ending December 31, | Urgent and | Ancillary Care | Total | |||||||||
Primary Care | Services | ||||||||||||
2015 | $ | 194 | $ | 128 | $ | 322 | |||||||
2016 | 194 | 128 | 322 | ||||||||||
2017 | 194 | 128 | 322 | ||||||||||
2018 | 194 | 128 | 322 | ||||||||||
2019 | 149 | - | 149 | ||||||||||
Total | $ | 925 | $ | 512 | $ | 1,437 |
Note_11_Income_Taxes_Tables
Note 11 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2014 | 2013 | |||||||
Computed "expected" tax provision (benefit) | $ | (2,276 | ) | $ | (1,278 | ) | |||
Increase in the valuation allowance for deferred tax assets | 2,287 | 1,009 | |||||||
Shortfall on stock options, warrants, and RSUs | 215 | 330 | |||||||
State taxes | 12 | 19 | |||||||
Permanent items | 45 | 12 | |||||||
Tax benefit recognized related to stock acquisition | (145 | ) | - | ||||||
Other | (68 | ) | (67 | ) | |||||
Total income tax provision | $ | 70 | $ | 25 | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2014 | 2013 | |||||||
Deferred tax assets: | |||||||||
Operating loss carryforward | $ | 4,951 | $ | 3,197 | |||||
Accounts receivable allowance | 401 | 69 | |||||||
Texas tax credit carryforward | 215 | 221 | |||||||
Stock option compensation | 1,121 | 1,070 | |||||||
Goodwill and intangibles | 403 | 602 | |||||||
Finance costs | 209 | - | |||||||
Accrued expenses | 209 | 120 | |||||||
Alternative Minimum Tax credit carryforwards | 16 | 16 | |||||||
Total deferred tax assets | 7,525 | 5,295 | |||||||
Deferred tax liabilities: | |||||||||
Property and equipment | (518 | ) | (397 | ) | |||||
Prepaid expense | (96 | ) | (71 | ) | |||||
Total deferred tax liabilities | (614 | ) | (468 | ) | |||||
Valuation allowance | (6,893 | ) | (4,606 | ) | |||||
Net deferred tax assets | $ | 18 | $ | 221 | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2014 | 2013 | |||||||
Current | $ | 12 | $ | 18 | |||||
Deferred | 58 | 7 | |||||||
$ | 70 | $ | 25 |
Note_12_Stockbased_Compensatio1
Note 12 - Stock-based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2014 | 2013 | |||||||||||
Weighted-average grant date fair value | $ | 2 | $ | 1.01 | |||||||||
Weighted-average assumptions used: | |||||||||||||
Expected volatility | 72.8 | % | 77.7 | % | |||||||||
Expected lives (years) | 5 | 6.2 | |||||||||||
Risk free interest rate | 1.7 | % | 1 | % | |||||||||
Forfeiture rate | 29.5 | % | 20.5 | % | |||||||||
Dividend rate | 0 | % | 0 | % | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options | Weighted-Average | |||||||||||
Exercise Price | |||||||||||||
Outstanding at December 31, 2012 | 792 | $ | 6.06 | ||||||||||
Granted | 284 | 1.88 | |||||||||||
Forfeited | (113 | ) | 2.88 | ||||||||||
Cancelled | (208 | ) | 6.99 | ||||||||||
Exercised | (5 | ) | 0.93 | ||||||||||
Outstanding at December 31, 2013 | 750 | 4.74 | |||||||||||
Granted | 734 | 2.26 | |||||||||||
Forfeited | (214 | ) | 2.13 | ||||||||||
Cancelled | (25 | ) | 6.34 | ||||||||||
Outstanding at December 31, 2014 | 1,245 | $ | 3.69 | ||||||||||
Exercisable at December 31, 2014 | 543 | $ | 5.51 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | Options Outstanding | Options Exercisable | |||||||||||
Range of Exercise Price | Number | Weighted- | Weighted- | Number | Weighted- | ||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||
Outstanding | Exercise | Exercise | |||||||||||
Contractual Life | Price | Price | |||||||||||
Under $1.00 | 53 | 0.5 | $ | 0.93 | 52 | $ | 0.93 | ||||||
$1.00- $2.00Â | 645 | 8.3 | 1.87 | 160 | 1.83 | ||||||||
$2.01- $3.00Â | 87 | 9.54 | 2.81 | - | - | ||||||||
$3.01- $4.00Â | 130 | 9.54 | 3.32 | 8 | 3.2 | ||||||||
$4.01- $5.00Â | 25 | 3.49 | 4.24 | 24 | 4.24 | ||||||||
$5.01- $6.00Â | 96 | 2.29 | 5.56 | 96 | 5.56 | ||||||||
$6.01- $7.00Â | 84 | 2.49 | 6.14 | 78 | 6.14 | ||||||||
Greater than $7.01 | 125 | 2.16 | 12.08 | 125 | 12.08 | ||||||||
1,245 | 6.64 | $ | 3.69 | 543 | $ | 5.51 | |||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | RSUs | Weighted-Average | |||||||||||
Grant Date Fair Value | |||||||||||||
Outstanding at December 31, 2012 | 4 | $ | 21.4 | ||||||||||
Granted | 50 | 1.99 | |||||||||||
Forfeited | (1 | ) | 21.63 | ||||||||||
Converted to common stock | (2 | ) | 21.32 | ||||||||||
Outstanding at December 31, 2013 | 51 | 2.4 | |||||||||||
Granted | 105 | 3.49 | |||||||||||
Outstanding at December 31, 2014 | 156 | $ | 3.08 | ||||||||||
Vested and convertible to common stock at December 31, 2014 | 56 | $ | 2.65 |
Note_13_Warrants_Tables
Note 13 - Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Warrants [Abstract] | |||||||||||||||||
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | 31-Dec-14 | 30-Jul-14 | |||||||||||||||
Stock price | $ | 2.9 | $ | 3.14 | |||||||||||||
Volatility | 72.5 | % | 61.5 | % | |||||||||||||
Risk-free interest rate | 1.65 | % | 1.83 | % | |||||||||||||
Exercise price | $ | 3.15 | $ | 3.15 | |||||||||||||
Expected life (years) | 4.83 | 5.25 | |||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
31-Dec-14 | 4-Dec-14 | ||||||||||||||||
Stock price | $ | 2.9 | $ | 2.71 | |||||||||||||
Volatility | 72.5 | % | 72.5 | % | |||||||||||||
Risk-free interest rate | 1.65 | % | 1.59 | % | |||||||||||||
Exercise price | $ | 2.71 | $ | 2.71 | |||||||||||||
Expected life (years) | 4.93 | 5 | |||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted- | Warrants | Warrants | Warrants | |||||||||||||
Average | Outstanding | Issued | Outstanding | ||||||||||||||
Exercise | December 31, | in 2014 | December 31, | ||||||||||||||
Price | 2013 | 2014 | |||||||||||||||
Warrants issued July 30, 2014 | $ | 3.15 | - | 800 | 800 | ||||||||||||
Warrants issued December 4, 2014 | $ | 2.71 | - | 960 | 960 | ||||||||||||
Total | $ | 2.91 | - | 1,760 | 1,760 | ||||||||||||
Change in Warrant Fair Value [Table Text Block] | Warrants | Warrants | Total | ||||||||||||||
Issued on | Issued on | ||||||||||||||||
30-Jul-14 | 4-Dec-14 | ||||||||||||||||
Fair value of outstanding warrants as of December 31, 2013 | $Â | - | $Â | - | $Â | - | |||||||||||
Fair value of warrants issued on July 30, 2014 | 1,420 | - | 1,420 | ||||||||||||||
Fair value of warrants issued on December 4, 2014 | - | 1,660 | 1,660 | ||||||||||||||
Fair value of warrants issued in 2014 | 1,420 | 1,660 | 3,080 | ||||||||||||||
Change in fair value of warrants in 2014 | (10 | ) | 130 | 120 | |||||||||||||
Fair value of outstanding warrants as of December 31, 2014 | $Â | 1,410 | $Â | 1,790 | $Â | 3,200 |
Note_17_Segment_Reporting_Tabl
Note 17 - Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2014 | 2013 | |||||||||||||||||||||||||||||||
Urgent and | Ancillary | Shared | Total | Urgent and | Ancillary | Shared | Total | ||||||||||||||||||||||||||
Primary Care | Network | Services | Primary Care | Network | Services | ||||||||||||||||||||||||||||
Net revenues | $ | 3,906 | $ | 23,146 | $ | - | $ | 27,052 | $ | - | $ | 26,751 | $ | - | $ | 26,751 | |||||||||||||||||
Total segment operating income (loss) | (80 | ) | 1,353 | (5,360 | ) | (4,087 | ) | - | 1,096 | (3,535 | ) | (2,439 | ) | ||||||||||||||||||||
Additional Segment Disclosures: | |||||||||||||||||||||||||||||||||
Interest expense, including loan fee amortization | 658 | - | - | 658 | - | - | - | - | |||||||||||||||||||||||||
Depreciation and amortization expense | 222 | 644 | - | 866 | - | 795 | - | 795 | |||||||||||||||||||||||||
Income tax expense (benefit) | (145 | ) | 215 | - | 70 | - | 25 | - | 25 | ||||||||||||||||||||||||
Total asset expenditures | 347 | 429 | 40 | 816 | - | 315 | - | 315 | |||||||||||||||||||||||||
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | 2014 | 2013 | |||||||||||||||||||||||||||||||
Total segment operating loss | $ | (4,087 | ) | $ | (2,439 | ) | |||||||||||||||||||||||||||
Less (add): | |||||||||||||||||||||||||||||||||
Severance charges | 108 | 199 | |||||||||||||||||||||||||||||||
Non-recurring transaction costs | 333 | 50 | |||||||||||||||||||||||||||||||
Depreciation and amortization expense | 866 | 795 | |||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense | 592 | 299 | |||||||||||||||||||||||||||||||
Other | 166 | - | |||||||||||||||||||||||||||||||
Operating loss | (6,152 | ) | (3,782 | ) | |||||||||||||||||||||||||||||
Interest expense | 658 | - | |||||||||||||||||||||||||||||||
(Gain)/loss on disposal of assets | (108 | ) | 5 | ||||||||||||||||||||||||||||||
Interest income | (9 | ) | (27 | ) | |||||||||||||||||||||||||||||
Loss before income taxes | $ | (6,693 | ) | $ | (3,760 | ) | |||||||||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Urgent and | Ancillary Network | Shared Services | Consolidated | |||||||||||||||||||||||||||||
Primary Care | |||||||||||||||||||||||||||||||||
31-Dec-14 | $ | 11,958 | $ | 5,202 | $ | 3,945 | $ | 21,105 | |||||||||||||||||||||||||
31-Dec-13 | - | 4,404 | 6,625 | 11,029 |
Note_1_Description_of_Business1
Note 1 - Description of Business and Change in Business Focus (Details) (USD $) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Note 1 - Description of Business and Change in Business Focus (Details) [Line Items] | ||
Number of Operating Segments | 2 | |
Number of Businesses Acquired | 10 | |
Percentage of Joint Venture Owned by Minority | 35.00% | 35.00% |
Management Services, Management Fee Percentage | 120.00% | 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) | 637,786 | |
Gross Revenues from Urgent and Primary Care (in Dollars) | $40,000,000 | |
Georgia [Member] | ||
Note 1 - Description of Business and Change in Business Focus (Details) [Line Items] | ||
Number of Businesses Acquired | 3 | |
Florida [Member] | ||
Note 1 - Description of Business and Change in Business Focus (Details) [Line Items] | ||
Number of Businesses Acquired | 2 | |
Alabama [Member] | ||
Note 1 - Description of Business and Change in Business Focus (Details) [Line Items] | ||
Number of Businesses Acquired | 3 | |
Virginia [Member] | ||
Note 1 - Description of Business and Change in Business Focus (Details) [Line Items] | ||
Number of Businesses Acquired | 2 |
Note_2_Basis_of_Presentation_a2
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 8 Months Ended | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2015 | Mar. 30, 2015 | |
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||
Number of Business Acquisition Related Transactions | 5 | ||||
Business Combination, Consideration Transferred | $8,486,000 | ||||
Number of Businesses Acquired | 10 | ||||
Operating Income (Loss) | -4,087,000 | -2,439,000 | |||
Increase (Decrease) to Gross Profit | -2,370,000 | ||||
Gross Profit | -6,152,000 | -3,782,000 | |||
Net Cash Provided by (Used in) Operating Activities | -4,034,000 | -4,188,000 | |||
Proceeds from Issuance of Common Stock | 2,000,000 | ||||
Number of Reportable Segments | 2 | ||||
Advertising Expense | 193,000 | 65,000 | |||
Capitalized Computer Software, Net | 177,000 | 177,000 | 303,000 | ||
Deferred Offering Costs | 225,000 | 225,000 | |||
Subsequent Event [Member] | |||||
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 4,000,000 | ||||
Scenario, Forecast [Member] | |||||
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||
Proceeds from Issuance of Common Stock | 15,000,000 | ||||
Net of Provider Payments [Member] | |||||
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||
Revenues | 6,900,000 | 7,000,000 | |||
Urgent and Primary Care [Member] | |||||
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||
Number of Businesses Acquired | 10 | ||||
Operating Income (Loss) | -80,000 | ||||
Shared Services [Member] | |||||
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |||||
Increase (Decrease) to Operating Income | -1,825,000 | ||||
Operating Income (Loss) | ($5,360,000) | ($3,535,000) |
Note_2_Basis_of_Presentation_a3
Note 2 - Basis of Presentation and Significant Accounting Policies (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,782 | 22 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,245 | 750 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 100 | 51 |
Note_3_Acquisitions_Details
Note 3 - Acquisitions (Details) (USD $) | 8 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 8-May-14 | Aug. 29, 2014 | Sep. 12, 2014 | Dec. 31, 2014 | |
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 10 | ||||||
undefined | $268,000 | $268,000 | 268,000 | ||||
Deferred Tax Liabilities, Other | 145,000 | 145,000 | 145,000 | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | -145,000 | ||||||
Business Combination, Acquisition Related Costs | 333,000 | ||||||
Urgent and Primary Care [Member] | CorrectMed [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 3,268,000 | 3,654,000 | |||||
Urgent and Primary Care [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 10 | ||||||
Business Acquisition, Pro Forma Revenue | 7,678,000 | 6,949,000 | |||||
CorrectMed [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 2 | ||||||
Business Acquisition, Pro Forma Revenue | 26,414,000 | 30,405,000 | |||||
Bay Walk-In Clinic, Inc [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 2 | ||||||
Mid-South Urgent Care, Inc [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 2 | ||||||
ACSH Urgent Care of Virginia [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 2 | ||||||
Stat Medical Care [Member] | |||||||
Note 3 - Acquisitions (Details) [Line Items] | |||||||
Number of Businesses Acquired | 2 | ||||||
undefined | $268,000 | $268,000 | 268,000 |
Note_3_Acquisitions_Details_Bu
Note 3 - Acquisitions (Details) - Businesses Acquired (USD $) | 8 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2014 | Sep. 12, 2014 | 8-May-14 | Aug. 29, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | ||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 10 | |||||||
Net Assets Acquired | $8,486,000 | |||||||
Including Additional Site That is Under Construction [Member] | Mid-South Urgent Care, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 3 | [1] | ||||||
Net Assets Acquired | 1,554,000 | |||||||
CorrectMed [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 2 | |||||||
Net Assets Acquired | 2,649,000 | 2,649,000 | ||||||
Bay Walk-In Clinic, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 2 | |||||||
Net Assets Acquired | 2,024,000 | 2,024,000 | ||||||
Mid-South Urgent Care, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 2 | |||||||
Net Assets Acquired | 1,554,000 | |||||||
MedHelp [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 1 | |||||||
Net Assets Acquired | 880,000 | 880,000 | ||||||
Stat Medical Care [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sites acquired | 2 | |||||||
Net Assets Acquired | $1,379,000 | $1,379,000 | ||||||
[1] | At the time of closing of this transaction, the seller had two operating centers; the third center in Springville, Alabama, was under development at time of closing. |
Note_3_Acquisitions_Details_Ac
Note 3 - Acquisitions (Details) - Acquisition Purchase Price Breakdown (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | 8-May-14 | Aug. 29, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration in purchase agreement* | $7,138,000 | [1] | ||||
Adjustments on closing date | 51,000 | |||||
Cash consideration, as adjusted | 7,189,000 | |||||
Deferred consideration in purchase agreement | 1,500,000 | |||||
Adjustments for working capital | -216,000 | |||||
Valuation adjustments to promissory notes | 13,000 | |||||
Deferred consideration, as adjusted | 1,297,000 | |||||
Total Purchase Price | 8,486,000 | |||||
CorrectMed [Member] | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration in purchase agreement* | 2,180,000 | [1] | ||||
Adjustments on closing date | 4,000 | |||||
Cash consideration, as adjusted | 2,184,000 | |||||
Deferred consideration in purchase agreement | 500,000 | |||||
Adjustments for working capital | -46,000 | |||||
Valuation adjustments to promissory notes | 11,000 | |||||
Deferred consideration, as adjusted | 465,000 | |||||
Total Purchase Price | 2,649,000 | 2,649,000 | ||||
Bay Walk-In Clinic, Inc [Member] | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration in purchase agreement* | 1,500,000 | [1] | ||||
Cash consideration, as adjusted | 1,500,000 | |||||
Deferred consideration in purchase agreement | 700,000 | |||||
Adjustments for working capital | -170,000 | |||||
Valuation adjustments to promissory notes | -6,000 | |||||
Deferred consideration, as adjusted | 524,000 | |||||
Total Purchase Price | 2,024,000 | 2,024,000 | ||||
Mid-South Urgent Care, Inc [Member] | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration in purchase agreement* | 1,350,000 | [1] | ||||
Adjustments on closing date | 34,000 | |||||
Cash consideration, as adjusted | 1,384,000 | |||||
Deferred consideration in purchase agreement | 150,000 | |||||
Adjustments for working capital | 15,000 | |||||
Valuation adjustments to promissory notes | 5,000 | |||||
Deferred consideration, as adjusted | 170,000 | |||||
Total Purchase Price | 1,554,000 | |||||
MedHelp [Member] | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration in purchase agreement* | 780,000 | [1] | ||||
Adjustments on closing date | 13,000 | |||||
Cash consideration, as adjusted | 793,000 | |||||
Deferred consideration in purchase agreement | 100,000 | |||||
Adjustments for working capital | -15,000 | |||||
Valuation adjustments to promissory notes | 2,000 | |||||
Deferred consideration, as adjusted | 87,000 | |||||
Total Purchase Price | 880,000 | 880,000 | ||||
Stat Medical Care [Member] | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Cash consideration in purchase agreement* | 1,328,000 | [1] | ||||
Cash consideration, as adjusted | 1,328,000 | |||||
Deferred consideration in purchase agreement | 50,000 | |||||
Valuation adjustments to promissory notes | 1,000 | |||||
Deferred consideration, as adjusted | 51,000 | |||||
Total Purchase Price | $1,379,000 | $1,379,000 | ||||
[1] | $268,000 was due to seller, Stat Medical Care, as of December 31, 2014. |
Note_3_Acquisitions_Details_Su
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed (USD $) | Dec. 31, 2014 |
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed [Line Items] | |
Accounts receivable | $630,000 |
Other current assets | 117,000 |
Property and equipment | 2,984,000 |
Identifiable intangible assets | 972,000 |
Goodwill | 6,182,000 |
Total assets acquired | 10,885,000 |
Liabilities assumed | -2,254,000 |
Deferred tax liability | -145,000 |
Net assets acquired | 8,486,000 |
CorrectMed [Member] | |
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed [Line Items] | |
Accounts receivable | 221,000 |
Other current assets | 48,000 |
Property and equipment | 1,325,000 |
Identifiable intangible assets | 110,000 |
Goodwill | 1,871,000 |
Total assets acquired | 3,575,000 |
Liabilities assumed | -926,000 |
Net assets acquired | 2,649,000 |
Bay Walk-In Clinic, Inc [Member] | |
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed [Line Items] | |
Accounts receivable | 153,000 |
Property and equipment | 63,000 |
Identifiable intangible assets | 97,000 |
Goodwill | 1,788,000 |
Total assets acquired | 2,101,000 |
Liabilities assumed | -77,000 |
Net assets acquired | 2,024,000 |
Mid-South Urgent Care, Inc [Member] | |
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed [Line Items] | |
Accounts receivable | 147,000 |
Other current assets | 32,000 |
Property and equipment | 1,205,000 |
Identifiable intangible assets | 105,000 |
Goodwill | 1,437,000 |
Total assets acquired | 2,926,000 |
Liabilities assumed | -1,227,000 |
Deferred tax liability | -145,000 |
Net assets acquired | 1,554,000 |
MedHelp [Member] | |
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed [Line Items] | |
Accounts receivable | 28,000 |
Other current assets | 37,000 |
Property and equipment | 180,000 |
Identifiable intangible assets | 600,000 |
Goodwill | 44,000 |
Total assets acquired | 889,000 |
Liabilities assumed | -9,000 |
Net assets acquired | 880,000 |
Stat Medical Care [Member] | |
Note 3 - Acquisitions (Details) - Summary of the Assets Acquired and Liabilities Assumed [Line Items] | |
Accounts receivable | 81,000 |
Property and equipment | 211,000 |
Identifiable intangible assets | 60,000 |
Goodwill | 1,042,000 |
Total assets acquired | 1,394,000 |
Liabilities assumed | -15,000 |
Net assets acquired | $1,379,000 |
Note_3_Acquisitions_Details_Pr
Note 3 - Acquisitions (Details) - Pro Forma Financial Information for the Company (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Ancillary Network [Member] | CorrectMed [Member] | ||
Note 3 - Acquisitions (Details) - Pro Forma Financial Information for the Company [Line Items] | ||
Net revenues | $23,146,000 | $26,751,000 |
Urgent and Primary Care [Member] | CorrectMed [Member] | ||
Note 3 - Acquisitions (Details) - Pro Forma Financial Information for the Company [Line Items] | ||
Net revenues | 3,268,000 | 3,654,000 |
Urgent and Primary Care [Member] | ||
Note 3 - Acquisitions (Details) - Pro Forma Financial Information for the Company [Line Items] | ||
Net revenues | 7,678,000 | 6,949,000 |
CorrectMed [Member] | ||
Note 3 - Acquisitions (Details) - Pro Forma Financial Information for the Company [Line Items] | ||
Net revenues | 26,414,000 | 30,405,000 |
Net loss | ($7,020,000) | ($4,921,000) |
Loss per basic and diluted common share (in Dollars per share) | ($1.10) | ($0.86) |
Note_3_Acquisitions_Details_Re
Note 3 - Acquisitions (Details) - Revenue Since Acquisition (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Note 3 - Acquisitions (Details) - Revenue Since Acquisition [Line Items] | |
Revenue | $3,906 |
CorrectMed [Member] | |
Note 3 - Acquisitions (Details) - Revenue Since Acquisition [Line Items] | |
Revenue | 2,144 |
Bay Walk-In Clinic, Inc [Member] | |
Note 3 - Acquisitions (Details) - Revenue Since Acquisition [Line Items] | |
Revenue | 719 |
Mid-South Urgent Care, Inc [Member] | |
Note 3 - Acquisitions (Details) - Revenue Since Acquisition [Line Items] | |
Revenue | 875 |
MedHelp [Member] | |
Note 3 - Acquisitions (Details) - Revenue Since Acquisition [Line Items] | |
Revenue | $168 |
Note_4_Accounts_Receivable_and2
Note 4 - Accounts Receivable and Revenue (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts Receivable And Revenue [Abstract] | |||
Sales Allowances, Services | $60,000 | $287,000 | |
Allowance for Doubtful Accounts Receivable | 300,000 | 300,000 | 336,000 |
Expenses Reimbursement to HealthSmart | 903,000 | ||
560,000 | |||
$343,000 | $903,000 |
Note_4_Accounts_Receivable_and3
Note 4 - Accounts Receivable and Revenue (Details) - Accounts Receivable from Urgent and Primary Care (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Estimated allowance for uncollectible amounts | ($300,000) | ($336,000) |
Urgent and Primary Care [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 2,434,000 | |
Estimated allowance for uncollectible amounts | -847,000 | |
Accounts receivable, net | $1,587,000 |
Note_4_Accounts_Receivable_and4
Note 4 - Accounts Receivable and Revenue (Details) - Revenue from Urgent and Primary Care (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net revenue | $27,052 | $26,751 |
Urgent and Primary Care [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Gross revenue | 7,259 | |
Provision for contractual adjustments and estimated uncollectible amounts | -3,353 | |
Net revenue | $3,906 |
Note_4_Accounts_Receivable_and5
Note 4 - Accounts Receivable and Revenue (Details) - Revenue and Receivables from Significant Clients (Customer Concentration Risk [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
HealthSmart Preferred Care II, L.P. [Member] | Ancillary Network [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts Receivable | $870 | $532 |
HealthSmart Preferred Care II, L.P. [Member] | Ancillary Network [Member] | Sales Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | 7,764 | 5,905 |
% of Total Revenue | 34.00% | 22.00% |
HealthMarkets, Inc [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts Receivable | 244 | 252 |
HealthMarkets, Inc [Member] | Sales Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | 1,967 | 3,599 |
% of Total Revenue | 9.00% | 13.00% |
Benefit Administrative Systems, LLC [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Accounts Receivable | 179 | 148 |
Benefit Administrative Systems, LLC [Member] | Sales Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $1,818 | $2,618 |
% of Total Revenue | 8.00% | 10.00% |
Note_5_Capital_and_Operating_L2
Note 5 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Note 5 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | |
2015 | $1,009 |
2016 | 1,178 |
2017 | 1,053 |
2018 | 927 |
2019 | 858 |
Thereafter | 3,725 |
Total minimum lease payments | 8,750 |
Less current obligation under capital lease | 117 |
Long-term obligation under capital lease | 1,764 |
Equipment [Member] | |
Note 5 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | |
2015 | 280 |
2016 | 299 |
2017 | 287 |
2018 | 276 |
2019 | 273 |
Thereafter | 2,898 |
Total minimum lease payments | 4,313 |
Less amount representing interest | -2,432 |
Present value of net minimum obligations | 1,881 |
Less current obligation under capital lease | 117 |
Long-term obligation under capital lease | 1,764 |
Building [Member] | |
Note 5 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | |
2015 | 729 |
2016 | 879 |
2017 | 766 |
2018 | 651 |
2019 | 585 |
Thereafter | 827 |
Total minimum lease payments | $4,437 |
Note_6_Lines_of_Credit_Promiss2
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Jul. 30, 2014 | Dec. 04, 2014 | |
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,760,000 | ||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 2.50% | ||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 3.00% | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $989,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 4,986,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 28,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 8,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 6,000 | ||
July 30, 2014 Warrants [Member] | |||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 800,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $3.15 | 3.15 | |
December 4, 2014 Warrants [Member] | |||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 960,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.71 | $2.71 | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Wells Fargo [Member] | |||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Revolving Credit Facility [Member] | Wells Fargo [Member] | |||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | 6,000,000 | |
Long-term Line of Credit | $4,716,000 | ||
Debt, Weighted Average Interest Rate | 1.92% |
Note_6_Lines_of_Credit_Promiss3
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes (USD $) | Dec. 31, 2014 | Aug. 29, 2014 | 8-May-14 | Sep. 12, 2014 | Oct. 31, 2014 | |||||
In Thousands, unless otherwise specified | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | $1,297 | [1] | ||||||||
Note Payable 1 [Member] | Bay Walk-In Clinic, Inc [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | 30 | [1] | ||||||||
Interest rate | 5.00% | |||||||||
Note Payable 2 [Member] | Bay Walk-In Clinic, Inc [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | 205 | [1] | ||||||||
Interest rate | 5.00% | |||||||||
CorrectMed [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | 465 | [1] | ||||||||
Interest rate | 5.00% | |||||||||
Bay Walk-In Clinic, Inc [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | 289 | [1] | ||||||||
Interest rate | Â Â | |||||||||
Mid-South Urgent Care, Inc [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | 170 | [1],[2] | ||||||||
Interest rate | 5.00% | |||||||||
MedHelp [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | 87 | [1],[2] | ||||||||
Interest rate | 5.00% | |||||||||
Stat Medical Care [Member] | ||||||||||
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of Promissory Notes [Line Items] | ||||||||||
Amount issued | $51 | [1],[2] | ||||||||
Interest rate | 5.00% | |||||||||
[1] | Amounts include working capital and valuation adjustments | |||||||||
[2] | Promissory notes issued to seller physicians are related parties. See Note 16 - Related Party Transactions. |
Note_6_Lines_of_Credit_Promiss4
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | $6,017 |
Less current maturities | 989 |
Long-term debt | 5,028 |
Revolving Line of Credit [Member] | |
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | 4,716 |
Promissory Notes, Related to Acquistion [Member] | |
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | 1,263 |
Note Payable 1 [Member] | |
Note 6 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | $38 |
Note_7_Accrued_Liabilities_Det
Note 7 - Accrued Liabilities (Details) - Accrued Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Purchase price due to seller, Stat Medical | $268 | |
Accrued management fees | 218 | 173 |
Personnel-related | 344 | 122 |
Professional fees | 146 | 180 |
Accrued other | 899 | 323 |
Total | $1,875 | $798 |
Note_8_Property_and_Equipment_1
Note 8 - Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $691,000 | $667,000 |
Capitalized Computer Software, Amortization | $432,000 | $503,000 |
Note_8_Property_and_Equipment_2
Note 8 - Property and Equipment (Details) - Property and Equipment (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $7,029 | $4,625 |
Accumulated depreciation and amortization | -2,707 | -3,389 |
Property and equipment, net | 4,322 | 1,236 |
Software Internally Developed [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Property and equipment, gross | 3,054 | 2,877 |
Purchased Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Purchased Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Purchased Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 152 | 596 |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 613 | 589 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Property and equipment, gross | 626 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Property and equipment, gross | 390 | 358 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Property and equipment, gross | 43 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Property and equipment, gross | $2,151 | $205 |
Note_9_Goodwill_and_Intangible2
Note 9 - Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 9 - Goodwill and Intangible Assets (Details) [Line Items] | ||
Goodwill | $6,182,000 | |
Amortization of Intangible Assets | $175,000 | $128,000 |
Patient Base [Member] | ||
Note 9 - Goodwill and Intangible Assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Ancillary Provider Network [Member] | ||
Note 9 - Goodwill and Intangible Assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Minimum [Member] | ||
Note 9 - Goodwill and Intangible Assets (Details) [Line Items] | ||
Finite Lived Intangible Assets, Rate of Attrition | 2.00% | |
Maximum [Member] | ||
Note 9 - Goodwill and Intangible Assets (Details) [Line Items] | ||
Finite Lived Intangible Assets, Rate of Attrition | 8.00% |
Note_9_Goodwill_and_Intangible3
Note 9 - Goodwill and Intangible Assets (Details) - Other Intangible Assets and Related Accumulated Amortization (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $1,437 | $640 |
Urgent and Primary Care [Member] | Patient Relationships and Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 972 | |
Urgent and Primary Care [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | -47 | |
Intangible assets, net | 925 | |
Ancillary Network [Member] | Ancillary Provider Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,921 | 1,921 |
Ancillary Network [Member] | Software Internally Developed [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 428 | 428 |
Ancillary Network [Member] | Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,349 | 2,349 |
Ancillary Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | -1,837 | -1,709 |
Intangible assets, net | $512 | $640 |
Note_9_Goodwill_and_Intangible4
Note 9 - Goodwill and Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 9 - Goodwill and Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 | $322 | |
2016 | 322 | |
2017 | 322 | |
2018 | 322 | |
2019 | 149 | |
Total | 1,437 | 640 |
Urgent and Primary Care [Member] | ||
Note 9 - Goodwill and Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 | 194 | |
2016 | 194 | |
2017 | 194 | |
2018 | 194 | |
2019 | 149 | |
Total | 925 | |
Ancillary Care Services [Member] | ||
Note 9 - Goodwill and Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 | 128 | |
2016 | 128 | |
2017 | 128 | |
2018 | 128 | |
Total | $512 |
Note_10_Private_PlacementEquit1
Note 10 - Private Placement/Equity (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 5-May-14 |
Note 10 - Private Placement/Equity (Details) [Line Items] | |||
Common Stock, Shares, Issued | 6,713,000 | 5,713,000 | |
Common Stock, Value, Issued | $67,000 | $57,000 | |
Private Placement [Member] | |||
Note 10 - Private Placement/Equity (Details) [Line Items] | |||
Common Stock, Shares, Issued | 1,000,000 | ||
Share Price | $2 | ||
Common Stock, Value, Issued | $2,000,000 |
Note_11_Income_Taxes_Details
Note 11 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 11 - Income Taxes (Details) [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $2,287,000 | $1,009,000 |
Texas Tax Credit Carryforward | 18,000 | |
Operating Loss Carryforwards | 19,600,000 | 14,500,000 |
Deferred Tax Assets, Net of Valuation Allowance | 18,000 | 221,000 |
Expected Adjustments To Additional Paid In Capital Tax Effect From Share Based Compensation | 1,900,000 | |
Excess Tax Benefits on Stock Options and Warrants Exercised [Member] | ||
Note 11 - Income Taxes (Details) [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance | $5,400,000 |
Note_11_Income_Taxes_Details_E
Note 11 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation [Abstract] | ||
Computed "expected" tax provision (benefit) | ($2,276,000) | ($1,278,000) |
Increase in the valuation allowance for deferred tax assets | 2,287,000 | 1,009,000 |
Shortfall on stock options, warrants, and RSUs | 215,000 | 330,000 |
State taxes | 12,000 | 19,000 |
Permanent items | 45,000 | 12,000 |
Tax benefit recognized related to stock acquisition | -145,000 | |
Other | -68,000 | -67,000 |
Total income tax provision | $70,000 | $25,000 |
Note_11_Income_Taxes_Details_D
Note 11 - Income Taxes (Details) - Deferred Tax Assets and Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Operating loss carryforward | $4,951 | $3,197 |
Accounts receivable allowance | 401 | 69 |
Texas tax credit carryforward | 215 | 221 |
Stock option compensation | 1,121 | 1,070 |
Goodwill and intangibles | 403 | 602 |
Finance costs | 209 | |
Accrued expenses | 209 | 120 |
Alternative Minimum Tax credit carryforwards | 16 | 16 |
Total deferred tax assets | 7,525 | 5,295 |
Deferred tax liabilities: | ||
Property and equipment | -518 | -397 |
Prepaid expense | -96 | -71 |
Total deferred tax liabilities | -614 | -468 |
Valuation allowance | -6,893 | -4,606 |
Net deferred tax assets | $18 | $221 |
Note_11_Income_Taxes_Details_C
Note 11 - Income Taxes (Details) - Components of Income Tax Expense (Benefit) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Components of Income Tax Expense (Benefit) [Abstract] | ||
Current | $12 | $18 |
Deferred | 58 | 7 |
$70 | $25 |
Note_12_Stockbased_Compensatio2
Note 12 - Stock-based Compensation (Details) (USD $) | 12 Months Ended | 72 Months Ended | 0 Months Ended | 116 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | 16-May-05 | Dec. 31, 2014 | Jun. 03, 2014 | 19-May-09 | Dec. 31, 2012 | |
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 734,000 | 284,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,245,000 | 750,000 | 1,245,000 | 1,245,000 | 792,000 | |||
Allocated Share-based Compensation Expense | $592,000 | $299,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 219 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 73 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 774,000 | 46,000 | 774,000 | 774,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 274,000 | 40,000 | 274,000 | 274,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 308 | 5,411 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 390 | 5,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 894,000 | 894,000 | 894,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 36 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Rate | 29.50% | 20.50% | ||||||
Restricted Stock Units Issued in Violation of Terms of Share-based Compensation Plans, Amount | 100,660 | |||||||
Restricted Stock Units (RSUs) [Member] | Management [Member] | ||||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 55,000 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Allocated Share-based Compensation Expense | 208,000 | 52,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Rate | 5.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | 50,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 219,000 | 219,000 | 219,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 155,663 | 155,663 | 155,663 | |||||
Non-qualified Stock Option [Member] | ||||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $384,000 | $247,000 | ||||||
Stock Option Plan [Member] | ||||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 749,776 | |||||||
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | 16,667 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,249,776 | |||||||
The 2009 Plan [Member] | ||||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | |||||||
Stock Option Plan and the 2009 Plan [Member] | ||||||||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,381,914 | 482,083 | 1,381,914 | 1,381,914 |
Note_12_Stockbased_Compensatio3
Note 12 - Stock-based Compensation (Details) - Valuation Assumptions (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation Assumptions [Abstract] | ||
Weighted-average grant date fair value (in Dollars per share) | $2 | $1.01 |
Weighted-average assumptions used: | ||
Expected volatility | 72.80% | 77.70% |
Expected lives (years) | 5 years | 6 years 73 days |
Risk free interest rate | 1.70% | 1.00% |
Forfeiture rate | 29.50% | 20.50% |
Dividend rate | 0.00% | 0.00% |
Note_12_Stockbased_Compensatio4
Note 12 - Stock-based Compensation (Details) - Stock Option Activity (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option Activity [Abstract] | ||
Outstanding | 750,000 | 792,000 |
Outstanding | $4.74 | $6.06 |
Exercisable at December 31, 2014 | 543,000 | |
Exercisable at December 31, 2014 | $5.51 | |
Granted | 734,000 | 284,000 |
Granted | $2.26 | $1.88 |
Forfeited | -214,000 | -113,000 |
Forfeited | $2.13 | $2.88 |
Cancelled | -25,000 | -208,000 |
Cancelled | $6.34 | $6.99 |
Exercised | -308 | -5,411 |
Exercised | $0.93 | |
Outstanding | 1,245,000 | 750,000 |
Outstanding | $3.69 | $4.74 |
Note_12_Stockbased_Compensatio5
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Number of outstanding options (in Shares) | 1,245 |
Outstanding options, weighted average outstanding contractual term | 6 years 233 days |
Outstanding options, weighted average exercise price | $3.69 |
Number of exerciasbale options (in Shares) | 543 |
Exercisable options, weighted average exercise price | $5.51 |
Exercise Price Range, Group 1 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise Price range, upper range limit | $1 |
Number of outstanding options (in Shares) | 53 |
Outstanding options, weighted average outstanding contractual term | 6 months |
Outstanding options, weighted average exercise price | $0.93 |
Number of exerciasbale options (in Shares) | 52 |
Exercisable options, weighted average exercise price | $0.93 |
Exercise Price Range, Group 2 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $1 |
Exercise Price range, upper range limit | $2 |
Number of outstanding options (in Shares) | 645 |
Outstanding options, weighted average outstanding contractual term | 8 years 109 days |
Outstanding options, weighted average exercise price | $1.87 |
Number of exerciasbale options (in Shares) | 160 |
Exercisable options, weighted average exercise price | $1.83 |
Exercise Price Range, Group 3 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $2.01 |
Exercise Price range, upper range limit | $3 |
Number of outstanding options (in Shares) | 87 |
Outstanding options, weighted average outstanding contractual term | 9 years 197 days |
Outstanding options, weighted average exercise price | $2.81 |
Exercise Price Range, Group 4 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $3.01 |
Exercise Price range, upper range limit | $4 |
Number of outstanding options (in Shares) | 130 |
Outstanding options, weighted average outstanding contractual term | 9 years 197 days |
Outstanding options, weighted average exercise price | $3.32 |
Number of exerciasbale options (in Shares) | 8 |
Exercisable options, weighted average exercise price | $3.20 |
Exercise Price Range, Group 5 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $4.01 |
Exercise Price range, upper range limit | $5 |
Number of outstanding options (in Shares) | 25 |
Outstanding options, weighted average outstanding contractual term | 3 years 178 days |
Outstanding options, weighted average exercise price | $4.24 |
Number of exerciasbale options (in Shares) | 24 |
Exercisable options, weighted average exercise price | $4.24 |
Exercise Price Range, Group 6 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $5.01 |
Exercise Price range, upper range limit | $6 |
Number of outstanding options (in Shares) | 96 |
Outstanding options, weighted average outstanding contractual term | 2 years 105 days |
Outstanding options, weighted average exercise price | $5.56 |
Number of exerciasbale options (in Shares) | 96 |
Exercisable options, weighted average exercise price | $5.56 |
Exercise Price Range, Group 7 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $6.01 |
Exercise Price range, upper range limit | $7 |
Number of outstanding options (in Shares) | 84 |
Outstanding options, weighted average outstanding contractual term | 2 years 178 days |
Outstanding options, weighted average exercise price | $6.14 |
Number of exerciasbale options (in Shares) | 78 |
Exercisable options, weighted average exercise price | $6.14 |
Exercise Price Range, Group 8 [Member] | |
Note 12 - Stock-based Compensation (Details) - Summaries of Outstanding and Exercisable Options [Line Items] | |
Exercise price range, lower range limit | $7.01 |
Number of outstanding options (in Shares) | 125 |
Outstanding options, weighted average outstanding contractual term | 2 years 58 days |
Outstanding options, weighted average exercise price | $12.08 |
Number of exerciasbale options (in Shares) | 125 |
Exercisable options, weighted average exercise price | $12.08 |
Note_12_Stockbased_Compensatio6
Note 12 - Stock-based Compensation (Details) - Summary of Restricted Stock Options Activity (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 12 - Stock-based Compensation (Details) - Summary of Restricted Stock Options Activity [Line Items] | ||
Forfeited | 214,000 | 113,000 |
Restricted Stock Units (RSUs) [Member] | Includes Units Awarded to Non-senior Management and Senior Management [Member] | ||
Note 12 - Stock-based Compensation (Details) - Summary of Restricted Stock Options Activity [Line Items] | ||
Equity instruments other than options, number of shares granted | 105,000 | 50,000 |
Equity instruments other than options, weighted average grant date fair value granted | 3.49 | 1.99 |
Restricted Stock Units (RSUs) [Member] | ||
Note 12 - Stock-based Compensation (Details) - Summary of Restricted Stock Options Activity [Line Items] | ||
Equity instruments other than options, number of shares outstanding | 51,000 | 4,000 |
Equity instruments other than options, weighted average grant date fair value outstanding | 2.4 | 21.4 |
Vested and convertible to common stock at December 31, 2014 | 56,000 | |
Vested and convertible to common stock at December 31, 2014 | 2.65 | |
Equity instruments other than options, number of shares granted | 50,000 | 50,000 |
Forfeited | -1,000 | |
Forfeited | 21.63 | |
Converted to common stock | -2,000 | |
Converted to common stock | 21.32 | |
Equity instruments other than options, number of shares outstanding | 156,000 | 51,000 |
Equity instruments other than options, weighted average grant date fair value outstanding | 3.08 | 2.4 |
Note_13_Warrants_Details
Note 13 - Warrants (Details) (USD $) | 12 Months Ended | 0 Months Ended | 5 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 04, 2014 | Dec. 31, 2013 | Jul. 30, 2014 | |
Note 13 - Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding (in Shares) | 1,782,222 | 1,782,222 | 1,782,222 | 22,222 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,760,000 | 1,760,000 | 1,760,000 | |||
Fair Value Adjustment of Warrants | $120 | |||||
Warrant [Member] | ||||||
Note 13 - Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding (in Shares) | 1,760,000 | 1,760,000 | 1,760,000 | |||
Warrant [Member] | ||||||
Note 13 - Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding (in Shares) | 22,222 | 22,222 | 22,222 | 22,222 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 1.5 | |||||
July 30, 2014 Warrants [Member] | ||||||
Note 13 - Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $3.15 | $3.15 | $3.15 | $3.15 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 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 | 322,000 | |||||
Fair Value Adjustment of Warrants | -10 | 1,410,000 | ||||
Unrealized Gain on Securities | 10,000 | |||||
Probability of Future Private Stock Offering | 15.00% | |||||
December 4, 2014 Warrants [Member] | ||||||
Note 13 - Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.71 | $2.71 | $2.71 | $2.71 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 960,000 | |||||
Warrant Liability Based on Warrants' Fair Value | 1,660,000 | |||||
Amortization of Financing Costs | 92,000 | |||||
Fair Value Adjustment of Warrants | 130 | 1,790,000 | ||||
Unrealized Gain on Securities | -130,000 | |||||
Probability of Future Private Stock Offering | 100.00% | |||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | ||||||
Note 13 - Warrants (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $6,000,000 | $5,000,000 |
Note_13_Warrants_Details_Assum
Note 13 - Warrants (Details) - Assumptions Used for Warrants Issued (USD $) | 7 Months Ended | 12 Months Ended | 11 Months Ended |
Jul. 30, 2014 | Dec. 31, 2014 | Dec. 04, 2014 | |
July 30, 2014 Warrants [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Stock price (in Dollars per share) | $3.14 | $2.90 | |
Volatility | 61.50% | 72.50% | |
Risk-free interest rate | 1.83% | 1.65% | |
Exercise price (in Dollars per share) | $3.15 | $3.15 | |
Expected life (years) | 5 years 3 months | 4 years 302 days | |
Dividend yield | 0.00% | 0.00% | |
December 4, 2014 Warrants [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Stock price (in Dollars per share) | $2.90 | $2.71 | |
Volatility | 72.50% | 72.50% | |
Risk-free interest rate | 1.65% | 1.59% | |
Exercise price (in Dollars per share) | $2.71 | $2.71 | |
Expected life (years) | 4 years 339 days | 5 years | |
Dividend yield | 0.00% | 0.00% |
Note_13_Warrants_Details_The_C
Note 13 - Warrants (Details) - The Company Warrants' Anti-dilution (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Jul. 30, 2014 | Dec. 04, 2014 | |
Class of Warrant or Right [Line Items] | |||
Exercise Price (in Dollars per share) | $2.91 | ||
Warrants Outstanding | 1,760,000 | ||
Warrants Issued | 1,760,000 | ||
July 30, 2014 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price (in Dollars per share) | $3.15 | ||
Warrants Outstanding | 800,000 | ||
Warrants Issued | 800,000 | ||
December 4, 2014 Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price (in Dollars per share) | $2.71 | ||
Warrants Outstanding | 960,000 | ||
Warrants Issued | 960,000 |
Note_13_Warrants_Details_The_C1
Note 13 - Warrants (Details) - The Changes in the Warrants' Fair Values (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Dec. 04, 2014 | Jul. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Note 13 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||||
Fair value of outstanding warrants | $3,200 | $3,200 | ||
Fair value of warrants issued | 1,660 | 1,420 | 3,080 | |
Change in fair value of warrants in 2014 | 120 | |||
July 30, 2014 Warrants [Member] | ||||
Note 13 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||||
Fair value of outstanding warrants | 1,410 | 1,410 | ||
Fair value of warrants issued | 1,420 | 1,420 | ||
Change in fair value of warrants in 2014 | -10 | 1,410,000 | ||
December 4, 2014 Warrants [Member] | ||||
Note 13 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | ||||
Fair value of outstanding warrants | 1,790 | 1,790 | ||
Fair value of warrants issued | 1,660 | 1,660 | ||
Change in fair value of warrants in 2014 | $130 | $1,790,000 |
Note_15_Employee_Benefit_Plans1
Note 15 - Employee Benefit Plans (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Agreements [Abstract] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.50% | |
Defined Contribution Plan, Cost Recognized | $109,000 | $98,000 |
Note_16_Related_Party_Transact1
Note 16 - Related Party Transactions (Details) (USD $) | 0 Months Ended |
Jan. 10, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Monthly Fee Payable | $10,000 |
Note_17_Segment_Reporting_Deta
Note 17 - Segment Reporting (Details) - Consolidating Statements of Operations by Industry (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $27,052,000 | $26,751,000 |
Total segment operating income (loss) | -4,087,000 | -2,439,000 |
Additional Segment Disclosures: | ||
Interest expense, including loan fee amortization | 658,000 | |
Depreciation and amortization expense | 866,000 | 795,000 |
Income tax expense (benefit) | 70,000 | 25,000 |
Total asset expenditures | 816,000 | 315,000 |
Urgent and Primary Care [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 3,906,000 | |
Total segment operating income (loss) | -80,000 | |
Additional Segment Disclosures: | ||
Interest expense, including loan fee amortization | 658,000 | |
Depreciation and amortization expense | 222,000 | |
Income tax expense (benefit) | -145,000 | |
Total asset expenditures | 347,000 | |
Ancillary Network [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 23,146,000 | 26,751,000 |
Total segment operating income (loss) | 1,353,000 | 1,096,000 |
Additional Segment Disclosures: | ||
Depreciation and amortization expense | 644,000 | 795,000 |
Income tax expense (benefit) | 215,000 | 25,000 |
Total asset expenditures | 429,000 | 315,000 |
Shared Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income (loss) | -5,360,000 | -3,535,000 |
Additional Segment Disclosures: | ||
Total asset expenditures | $40,000 |
Note_17_Segment_Reporting_Deta1
Note 17 - Segment Reporting (Details) - Reconciliation of Reportable Segment Operating Income (Loss) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Reportable Segment Operating Income (Loss) [Abstract] | ||
Total segment operating loss | ($4,087,000) | ($2,439,000) |
Less (add): | ||
Severance charges | 108,000 | 199,000 |
Non-recurring transaction costs | 333,000 | 50,000 |
Depreciation and amortization expense | 866,000 | 795,000 |
Non-cash stock-based compensation expense | 592,000 | 299,000 |
Other | 166,000 | |
Operating loss | -6,152,000 | -3,782,000 |
Interest expense | 658,000 | |
(Gain)/loss on disposal of assets | -108,000 | 5,000 |
Interest income | -9,000 | -27,000 |
Loss before income taxes | ($6,693,000) | ($3,760,000) |
Note_17_Segment_Reporting_Deta2
Note 17 - Segment Reporting (Details) - Consolidating Assets, by Segment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $21,105 | $11,029 |
Urgent and Primary Care [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 11,958 | |
Ancillary Network [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 5,202 | 4,404 |
Shared Services [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $3,945 | $6,625 |