Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | American CareSource Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 6,743,853 | |
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-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $322,000 | $1,020,000 |
Accounts receivable | 4,390,000 | 4,135,000 |
Prepaid expenses and other current assets | 671,000 | 612,000 |
Deferred income taxes | 6,000 | 6,000 |
Total current assets | 5,389,000 | 5,773,000 |
Property and equipment, net | 4,253,000 | 4,322,000 |
Other assets: | ||
Deferred income taxes | 12,000 | 12,000 |
Deferred loan fees, net | 2,197,000 | 2,666,000 |
Deferred offering costs | 254,000 | 225,000 |
Other non-current assets | 480,000 | 488,000 |
Intangible assets, net | 1,356,000 | 1,437,000 |
Goodwill | 6,182,000 | 6,182,000 |
Total other assets | 10,481,000 | 11,010,000 |
Total assets | 20,123,000 | 21,105,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Due to ancillary network | 2,501,000 | 2,308,000 |
Accounts payable | 1,015,000 | 762,000 |
Accrued liabilities | 1,716,000 | 1,875,000 |
Current portion of long-term debt | 1,011,000 | 989,000 |
Capital lease obligations, current portion | 122,000 | 117,000 |
Total current liabilities | 7,366,000 | 6,954,000 |
Long-term liabilities: | ||
Lines of credit | 7,000,000 | 4,716,000 |
Promissory notes and notes payable | 227,000 | 312,000 |
Capital lease obligations | 1,732,000 | 1,764,000 |
Warrant derivative liability | 3,100,000 | 3,200,000 |
Other long-term liabilities | 291,000 | 222,000 |
Total long-term liabilities | 12,350,000 | 10,214,000 |
Total liabilities | 19,716,000 | 17,168,000 |
Commitments and contingencies | 0 | 0 |
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 shares issued and outstanding in 2015 and 2014 | 67,000 | 67,000 |
Additional paid-in capital | 25,878,000 | 25,731,000 |
Accumulated deficit | -25,538,000 | -21,861,000 |
Total stockholders' equity | 407,000 | 3,937,000 |
Total liabilities and stockholders' equity | 20,123,000 | 21,105,000 |
Due to Healthsmart [Member] | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Due to ancillary network | $1,001,000 | $903,000 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 6,713 |
Common stock, shares outstanding | 6,713 | 6,713 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net revenues: | ||
Ancillary network | $5,743,000 | $5,008,000 |
Urgent and primary care | 2,672,000 | |
Total net revenues | 8,415,000 | 5,008,000 |
Operating expenses: | ||
Ancillary network provider payments | 4,331,000 | 3,753,000 |
Ancillary network administrative fees | 330,000 | 220,000 |
Ancillary network operating costs under Management Services Agreement | 972,000 | |
Salaries, wages, benefits and taxes | 2,808,000 | 1,387,000 |
Other operating expenses | 2,902,000 | 912,000 |
Depreciation and amortization | 291,000 | 178,000 |
Total operating expenses | 11,634,000 | 6,450,000 |
Operating loss | -3,219,000 | -1,442,000 |
Other (income) expense: | ||
Interest expense | 452,000 | |
Interest income | -4,000 | |
Total other (income) expense | 452,000 | -4,000 |
Loss before income taxes (benefit) | -3,671,000 | -1,438,000 |
Income tax expense (benefit) | 6,000 | -3,000 |
Net loss | ($3,677,000) | ($1,435,000) |
Basic net loss per share (in Dollars per share) | ($0.54) | ($0.25) |
Diluted net loss per share (in Dollars per share) | ($0.56) | ($0.25) |
Basic weighted-average shares outstanding (in Shares) | 6,772 | 5,729 |
Diluted weighted-average shares outstanding (in Shares) | 6,852 | 5,729 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
In Thousands | ||||
Balance at Dec. 31, 2014 | $67 | $25,731 | ($21,861) | $3,937 |
Balance (in Shares) at Dec. 31, 2014 | 6,713 | 6,713 | ||
Net loss | -3,677 | -3,677 | ||
Stock-based compensation expense | 147 | 147 | ||
Balance at Mar. 31, 2015 | $67 | $25,878 | ($25,538) | $407 |
Balance (in Shares) at Mar. 31, 2015 | 6,713 | 6,713 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($3,677) | ($1,435) |
Non-cash stock-based compensation expense | 147 | 74 |
Depreciation and amortization | 291 | 178 |
Amortization of deferred loan fees | 469 | |
Unrealized gain on warrant liability | -100 | |
Change in deferred rent | 69 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | -255 | 329 |
Prepaid expenses and other assets | -110 | -49 |
Due to ancillary network | 193 | -285 |
Accounts payable | 246 | 280 |
Accrued liabilities | -159 | -85 |
Net cash used in operating activities | -2,788 | -993 |
Cash flows from investing activities: | ||
Net change in other non-current assets | 8 | |
Additions to property and equipment | -90 | -111 |
Net cash used in investing activities | -82 | -111 |
Cash flows from financing activities: | ||
Proceeds from borrowings under lines of credit | 2,284 | |
Principal payments on capital lease obligations | -27 | |
Principal payments on long-term debt | -63 | |
Offering costs, paid and deferred | -22 | |
Net cash provided by financing activities | 2,172 | |
Net decrease in cash and cash equivalents | -698 | -1,104 |
Cash and cash equivalents at beginning of period | 1,020 | 6,207 |
Cash and cash equivalents at end of period | 322 | 5,103 |
Supplemental cash flow information: | ||
Cash paid for taxes, net of refunds | 10 | |
Cash paid for interest | 74 | |
Supplemental non-cash operating and financing activity: | ||
Offering costs, unpaid and deferred | 7 | |
Reclassified property and equipment from prepaid expenses | 51 | |
Due to Healthsmart [Member] | ||
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Due to ancillary network | $98 |
Note_1_General
Note 1 - General | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 1. General |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements of American CareSource Holdings, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. References herein to "the Company," "we," "us," or "our" refer to American CareSource Holdings, Inc. and its subsidiaries. | |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. 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. | |
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The guidance relates to the presentation of debt issuance costs. The new standard update provides guidance that would require debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. 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. | |
Note_2_Description_of_Business
Note 2 - Description of Business | 3 Months Ended | ||
Mar. 31, 2015 | |||
Disclosure Text Block [Abstract] | |||
Business Description and Basis of Presentation [Text Block] | 2. Description of Business | ||
The Company engages in two lines of business: our urgent and primary care business and our ancillary network business. These lines of business are supported through a shared services function. | |||
Urgent and Primary Care Business | |||
In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, we, through our wholly-owned subsidiaries, acquired ten urgent and primary care centers located in Georgia (three), Florida (two), Alabama (three) and Virginia (two). These centers offer a wide array of services for non-life-threatening medical conditions. We strive to improve access to quality medical care by offering extended hours and weekend service and also by accepting patients 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"). 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 March 31, 2015 was $1,319,655. 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_3_Liquidity_and_Earnings_
Note 3 - Liquidity and Earnings (Loss) Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Liquidity And Earnings Loss Per Share [Abstract] | |||||||||
Liquidity And Earnings Loss Per Share [Text Block] | 3. Liquidity and Earnings (Loss) Per Share | ||||||||
Liquidity | |||||||||
Our loss from operations increased by $1,777,000 to $3,219,000 during the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The increase in our operating loss resulted from our expansion of our shared services function, costs incurred in connection with the integration and improvement of our current urgent and primary care centers. As a result of our operating losses, we used cash in our operations of $2,788,000 and $993,000 during the three months ended March 31, 2015 and 2014, 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: | |||||||||
· | We will continue to use our existing lines of credit, which as of May 15, 2015, collectively have $3,000,000 of borrowing capacity. We may seek additional debt capital upon terms and conditions satisfactory to management. | ||||||||
· | We will raise additional equity capital through a public or private offering of shares our common stock. On February 6, 2015, we filed Form S-1 Registration Statement to sell additional shares of our common stock. If the public offering is fully subscribed, we will raise an additional $15,000,000 (less applicable fees), plus any proceeds we receive on account of the 15% over-allotment option we have granted to underwriters. Due to the unexpected death of our former Chief Executive Officer, we are investigating other options to raise additional capital in addition to or in the place of the registered offering. | ||||||||
Earnings (Loss) Per Share | |||||||||
Basic (loss) per share is computed by dividing net (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period of computation. Diluted (loss) per share is computed similar to basic earnings per share except that the numerator is adjusted for the change in fair value of the warrant liability (only if dilutive), and the denominator is increased to include the number of dilutive potential common shares outstanding during the period using the treasury stock method. | |||||||||
Basic net (loss) and diluted net (loss) per share data were computed as follows: | |||||||||
Three Months Ended | |||||||||
31-Mar-15 | |||||||||
Numerator: | |||||||||
Net (loss) for basic earnings per share | (3,677 | ) | |||||||
Less gain on change in fair value of warrant liability | 140 | ||||||||
Net (loss) for diluted earnings per share | (3,817 | ) | |||||||
Denominator: | |||||||||
Weighted-average basic common shares outstanding | 6,772 | ||||||||
Assumed conversion of dilutive securities: | |||||||||
Common stock purchase warrants | 80 | ||||||||
Denominator for dilutive earnings per share - adjusted weighted-average shares | 6,852 | ||||||||
Basic net loss per share | $ | (0.54 | ) | ||||||
Diluted net loss per share | $ | (0.56 | ) | ||||||
The following table summarizes potentially dilutive shares outstanding as of March 31, 2015, which were excluded from the calculation due to being anti-dilutive: | |||||||||
2015 | 2014 | ||||||||
Common stock purchase warrants | 822 | 1,782 | |||||||
Stock options | 1,334 | 1,245 | |||||||
Restricted shares of common stock | 89 | 100 | |||||||
Note_4_Acquisitions
Note 4 - Acquisitions | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination Disclosure [Text Block] | 4. Acquisitions | ||||||||
During the year ended December 31, 2014, we closed five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows: | |||||||||
Business Acquired | State | Sites | Date of | ||||||
Closing | |||||||||
CorrectMed | Georgia | 2 | 8-May-14 | ||||||
Bay Walk-In Clinic | Florida | 2 | 29-Aug-14 | ||||||
Mid-South Urgent Care | Alabama | 3 | 12-Sep-14 | ||||||
MedHelp | Georgia | 1 | 31-Oct-14 | ||||||
Stat Medical Care | Virginia | 2 | 31-Dec-14 | ||||||
The following table provides certain pro forma financial information for the Company as if the acquisition of CorrectMed had occurred on January 1, 2014. Pro forma information for Bay Walk-In, Mid-South Urgent Care, MedHelp, and Stat Medical Care was not included since it was impracticable to obtain, due to the financial reporting approaches utilized by the prior owners of the businesses. | |||||||||
Period Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net revenue | |||||||||
Ancillary network | $ | 5,743 | $ | 5,008 | |||||
Urgent and primary care | 2,672 | 778 | |||||||
Total net revenue | 8,415 | 5,786 | |||||||
Net loss | $ | (3,677 | ) | $ | (1,610 | ) | |||
Basic net loss per common share | $ | (0.54 | ) | $ | (0.28 | ) | |||
Diluted net loss per common share | $ | (0.56 | ) | $ | (0.28 | ) | |||
Note_5_Revenue_Recognition_Acc
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract] | |||||||||||||||||||||||||
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Text Block] | 5. Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk | ||||||||||||||||||||||||
Our Urgent and Primary Care Business | |||||||||||||||||||||||||
We have agreements with governmental and other third-party payors that provide for payments to us based on contractual adjustments to our established rates. Net revenue is reported at the time service is rendered at the estimated net realizable amounts, after giving effect to estimated contractual amounts from patients, third-party payors and others, and an estimate for bad debts. | |||||||||||||||||||||||||
Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: | |||||||||||||||||||||||||
Commercial and HMO – 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. | |||||||||||||||||||||||||
Below is a summary of accounts receivable as of March 31, 2015, and revenues for the period ending March 31, 2015, for our urgent and primary care business. We entered the urgent and primary care business in May 2014. | |||||||||||||||||||||||||
31-Mar-15 | |||||||||||||||||||||||||
Accounts receivable | $ | 2,852 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Estimated allowance for uncollectible amounts | (1,415 | ) | |||||||||||||||||||||||
Accounts receivable, net | $ | 1,437 | |||||||||||||||||||||||
31-Mar-15 | |||||||||||||||||||||||||
Gross revenue | $ | 5,786 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Provision for contractual adjustments and estimated uncollectible amounts | (3,114 | ) | |||||||||||||||||||||||
Net revenue | $ | 2,672 | |||||||||||||||||||||||
Our Ancillary Network Business | |||||||||||||||||||||||||
We recognize revenue on the services that we provide, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers; (ii) providing claims management, reporting, processing and payment services; (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks; and (iv) providing credentialing of network service providers for inclusion in the client payor-specific provider networks. Revenue is recognized when services are delivered, which occurs after processed claims are billed to the payor clients and collections are reasonably assured. We estimate revenues and costs of revenues using average historical collection rates and average historical margins earned on claims. Periodically, revenues are adjusted to reflect actual cash collections so that revenues recognized accurately reflect cash collected. | |||||||||||||||||||||||||
We record a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations. | |||||||||||||||||||||||||
After careful evaluation of the key gross and net revenue recognition indicators, we have concluded that our circumstances are most consistent with those key indicators that support gross revenue reporting, since we are fulfilling the services of a principal versus an agent. | |||||||||||||||||||||||||
Following are the key indicators that support our conclusion that we act as a principal when settling claims for service providers through our contracted service provider network: | |||||||||||||||||||||||||
● | The Company is the primary obligor in the arrangement. 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 periods ended March 31, 2015 and 2014, our ancillary network revenues would have been approximately $1,412,000 and $1,255,000, respectively. | |||||||||||||||||||||||||
For our ancillary network business, HealthSmart comprised a significant portion of our net revenue during the period ended March 31, 2015 and 2014. The following is a summary of the approximate amounts of our net revenue and accounts receivable attributable to HealthSmart as of the dates and for the periods presented: | |||||||||||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||||||||||
Accounts | Revenue | % of Total | Accounts | Revenue | % of Total | ||||||||||||||||||||
Receivable | Revenue | Receivable | Revenue | ||||||||||||||||||||||
HealthSmart Preferred Care II, L.P. | $ | 593 | $ | 1,817 | 22 | % | $ | 774 | $ | 1,232 | 25 | % | |||||||||||||
We maintain an allowance for uncollectible receivables which primarily relates to payor refunds. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While we are able to process a claim and estimate the cash we will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. We record an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $16,000 and $53,000 for the three-month periods ended March 31, 2015 and 2014, respectively. The allowance was approximately $299,000 and $463,000 at March 31, 2015 and 2014, respectively. | |||||||||||||||||||||||||
Note_6_Capital_and_Operating_L
Note 6 - Capital and Operating Lease Obligations | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Leases [Abstract] | |||||||||||||
Leases of Lessee Disclosure [Text Block] | 6. Capital and Operating Lease Obligations | ||||||||||||
The following is a schedule of the future required payments under our lease agreements in effect at March 31, 2015: | |||||||||||||
Capital | Operating | Total | |||||||||||
Leases | Leases | ||||||||||||
2015 (remaining 9 months) | $ | 216 | $ | 566 | $ | 782 | |||||||
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 | 4,249 | $ | 4,274 | $ | 8,523 | ||||||||
Less amount representing interest | (2,395 | ) | |||||||||||
Present value of net minimum obligations | 1,854 | ||||||||||||
Less current obligation under capital lease | 122 | ||||||||||||
Long-term obligation under capital lease | $ | 1,732 | |||||||||||
Note_7_Lines_of_Credit_Promiss
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Debt Disclosure [Text Block] | 7. Lines of Credit, Promissory Notes, and Notes Payable | ||||
Below is a summary of our short-term and long-term debt obligations. | |||||
Lines of Credit | |||||
On July 30, 2014, we entered into a credit agreement with Wells Fargo 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 revolving line of credit notes, each with a fluctuating interest rate per annum of 1.75% above daily one month LIBOR, as in effect from time to time. The 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. | |||||
As of March 31, 2015, we had outstanding borrowings of $5,000,000 under our July 2014 credit agreement and $2,000,000 under our December 2014 credit agreement. These were recorded as long-term liabilities on our consolidated balance sheet as of March 31, 2015. Substantially all of the borrowings were used to finance acquisition activity. The weighted-average interest rate on these borrowings was 1.92% as of March 31, 2015. | |||||
Promissory Notes and Notes Payable | |||||
The following is a summary of all Company debt as of March 31, 2015: | |||||
Revolving lines of credit | $ | 7,000 | |||
Promissory notes, related to acquisitions | 1,238 | ||||
Total debt | 8,238 | ||||
Less current maturities | 1,011 | ||||
Long-term debt | $ | 7,227 | |||
Outstanding debt balances as of March 31, 2015 mature as follows: 2015 (remaining 9 months) - $957,000; 2016 - $7,262,000; 2017 - $19,000. | |||||
Note_8_Intangible_Assets
Note 8 - Intangible Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 8. Intangible Assets | ||||||||||||
Intangible assets and related accumulated amortization consists of the following as of the dates presented: | |||||||||||||
31-Mar-15 | December 31, 2014 | ||||||||||||
Gross carrying amount of urgent and primary care intangibles: | |||||||||||||
Patient relationships and contracts | $ | 972 | $ | 972 | |||||||||
Accumulated amortization | (96 | ) | (47 | ) | |||||||||
Urgent and primary care intangibles, net | 876 | 925 | |||||||||||
Gross carrying amount of ancillary intangibles: | |||||||||||||
Ancillary provider network | 1,921 | 1,921 | |||||||||||
Software | 428 | 428 | |||||||||||
2,349 | 2,349 | ||||||||||||
Accumulated amortization | (1,869 | ) | (1,837 | ) | |||||||||
Other intangibles, net | 480 | 512 | |||||||||||
Total intangibles, net | $ | 1,356 | $ | 1,437 | |||||||||
Total amortization expense related to intangibles was approximately $81,000 and $32,000 during the three-month periods ended March 31, 2015 and 2014, 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 life of 15 years. Experience-to-date is that approximately 2% - 8% annual turnover or attrition of provider contracts occurs each year. The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted. | |||||||||||||
Estimated annual amortization expense relating to intangibles is as follows: | |||||||||||||
Years ending December 31, | Urgent and | Ancillary Network | Total | ||||||||||
Primary Care | Services | ||||||||||||
2015 (remaining 9 months) | $ | 146 | $ | 96 | $ | 242 | |||||||
2016 | 194 | 128 | 322 | ||||||||||
2017 | 194 | 128 | 322 | ||||||||||
2018 | 194 | 128 | 322 | ||||||||||
2019 | 148 | - | 148 | ||||||||||
Total | $ | 876 | $ | 480 | $ | 1,356 | |||||||
Note_9_Warrants
Note 9 - Warrants | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Warrants [Abstract] | |||||||||||||||||
Warrants [Text Block] | 9. Warrants | ||||||||||||||||
The Company had 1,782,222 and 44,444 outstanding warrants to purchase common stock as of March 31, 2015 and March 31, 2014, respectively. 1,760,000 of the warrants outstanding at March 31, 2015 are considered derivative warrants because they contain exercise-price adjustment features. The remaining 22,222 and 22,222 of the 44,444 never issued derivative warrants as of March 31, 2015 and 2014, respectively, expire on February 1, 2017 and have an exercise price of $1.50 per share of common stock. | |||||||||||||||||
July 30, 2014 Warrants | |||||||||||||||||
On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014. The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. These warrants have anti-dilution provisions that could require some of the warrants' terms to change upon the occurrence of certain future events. Some of the anti-dilution provisions on warrants issued to our officers and directors do not become effective unless and until they are approved by our stockholders. We submitted such anti-dilution provisions to our stockholders for approval at our 2015 annual meeting of stockholders, to be held on May 20, 2015. 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, an asset on our balance sheet, is being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the three months ended March 31, 2015, we recognized $193,000 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. On March 31, 2015, the warrants were adjusted to their estimated fair value of $1,450,000. The Company's statement of operations for the three months ended March 31, 2015 includes an unrealized loss of $40,000, which corresponds with the increase in the liability since December 31, 2014. | |||||||||||||||||
The warrants' fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions are only applicable if a private offering is closed at a price below the warrant exercise price ($3.15) before a public offering is closed for at least $10,000,000. In the March 31, 2015 calculation, we assumed that there was a 60% probability that the Company would close a private stock offering in the remainder of 2015 that is not preceded by a material public offering. If the market price of the Company's stock was less than the warrants' exercise price on the date of a private stock offering, we assumed that the warrants' exercise price would be reduced, and the number of shares purchasable by warrant holders would increase, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: | |||||||||||||||||
31-Mar-15 | 31-Dec-14 | 30-Jul-14 | |||||||||||||||
Stock price | $ | 2.86 | $ | 2.9 | $ | 3.14 | |||||||||||
Volatility | 70 | % | 72.5 | % | 61.5 | % | |||||||||||
Risk-free interest rate | 1.37 | % | 1.65 | % | 1.83 | % | |||||||||||
Exercise price | $ | 3.15 | $ | 3.15 | $ | 3.15 | |||||||||||
Expected life (years) | 4.58 | 4.83 | 5.25 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Private stock offering % | 60 | % | 15 | % | 15 | % | |||||||||||
Public stock offering % | 35 | % | 80 | % | 70 | % | |||||||||||
Equity raise time period | 3rd Quarter 2015 | 4th Quarter 2015 | 3rd Quarter 2015 | ||||||||||||||
December 4, 2014 Warrants | |||||||||||||||||
On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 960,000 shares of 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. We submitted such anti-dilution provisions to our stockholders for approval at our 2015 annual meeting of stockholders, to be held on May 20, 2015. 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 $1,660,000. A corresponding entry was made to deferred loan fees. | |||||||||||||||||
Deferred loan fees, an asset on our balance sheet, is being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the three months ended March 31, 2015, we recognized $276,000 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. On March 31, 2015, the warrants were adjusted to their estimated fair value of $1,650,000. The Company's statement of operations for the three months ended March 31, 2015 includes an unrealized gain of $140,000, which corresponds with the reduction in the liability since December 31, 2014. | |||||||||||||||||
The warrants' fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions are applicable if either a public or private offering is closed at a price below the warrant exercise price ($2.71). In the March 31, 2015 calculation, we assumed that there was a 100% probability that the Company would close a public or private stock offering in the remainder of 2015. If the market price of the Company's stock was less than the warrants' exercise price on the date of a stock offering, we assumed that the warrants' exercise price would be reduced, in accordance with the terms of the warrant agreements. Additional assumptions we used in our valuation calculations were as follows: | |||||||||||||||||
31-Mar-15 | 31-Dec-14 | 4-Dec-14 | |||||||||||||||
Stock price | $ | 2.86 | $ | 2.9 | $ | 2.71 | |||||||||||
Volatility | 70 | % | 72.5 | % | 72.5 | % | |||||||||||
Risk-free interest rate | 1.37 | % | 1.65 | % | 1.59 | % | |||||||||||
Exercise price | $ | 2.71 | $ | 2.71 | $ | 2.71 | |||||||||||
Expected life (years) | 4.68 | 4.93 | 5 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
The following table summarizes the derivative warrant activity since December 31, 2014: | |||||||||||||||||
Weighted- | Warrants | Warrants | Warrants | ||||||||||||||
Average | Outstanding | Issued | Outstanding | ||||||||||||||
Exercise | December 31, | in 2015 | March 31, | ||||||||||||||
Price | 2014 | 2015 | |||||||||||||||
Warrants issued July 30, 2014 | $ | 3.15 | 800 | - | 800 | ||||||||||||
Warrants issued December 4, 2014 | $ | 2.71 | 960 | - | 960 | ||||||||||||
Total | $ | 2.91 | 1,760 | - | 1,760 | ||||||||||||
The following table summarizes the changes in the derivative warrants' fair values since December 31, 2014: | |||||||||||||||||
Warrants | Warrants | Total | |||||||||||||||
Issued on | Issued on | ||||||||||||||||
30-Jul-14 | 4-Dec-14 | ||||||||||||||||
Fair value of outstanding warrants as of December 31, 2014 | $ | 1,410 | $ | 1,790 | $ | 3,200 | |||||||||||
Change in fair value of warrants in 1st quarter 2015 | 40 | (140 | ) | (100 | ) | ||||||||||||
Fair value of outstanding warrants as of March 31, 2015 | $ | 1,450 | $ | 1,650 | $ | 3,100 | |||||||||||
Note_10_Segment_Reporting
Note 10 - Segment Reporting | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 10. Segment Reporting | ||||||||||||||||||||||||||||||||
We operate in two segments, urgent and primary care and ancillary network. We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment 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. 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 include transactional costs. | |||||||||||||||||||||||||||||||||
The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes). | |||||||||||||||||||||||||||||||||
Consolidated statements of operations by segment for the respective periods are as follows: | |||||||||||||||||||||||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||||||||||||||||||||||
Urgent and | Ancillary | Shared | Total | Urgent and | Ancillary | Shared | Total | ||||||||||||||||||||||||||
Primary Care | Network | Services | Primary Care | Network | Services | ||||||||||||||||||||||||||||
Net revenues | $ | 2,672 | $ | 5,743 | $ | - | $ | 8,415 | $ | - | $ | 5,008 | $ | - | $ | 5,008 | |||||||||||||||||
Total segment operating income (loss)* | (599 | ) | 110 | (1,879 | ) | (2,368 | ) | - | (167 | ) | (915 | ) | (1,082 | ) | |||||||||||||||||||
Additional Segment Disclosures: | |||||||||||||||||||||||||||||||||
Interest expense, including loan fee amortization | 452 | - | - | 452 | - | - | - | - | |||||||||||||||||||||||||
Depreciation and amortization expense | 149 | 142 | - | 291 | - | 178 | - | 178 | |||||||||||||||||||||||||
Income tax expense (benefit) | - | 6 | - | 6 | - | (3 | ) | - | (3 | ) | |||||||||||||||||||||||
Total asset expenditures | - | - | 90 | 90 | - | 111 | - | 111 | |||||||||||||||||||||||||
* Includes depreciation and amortization expense | |||||||||||||||||||||||||||||||||
The following provides a reconciliation of reportable segment operating loss to the Company’s consolidated totals: | |||||||||||||||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||||||
Total segment operating loss | $ | (2,368 | ) | $ | (1,082 | ) | |||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||
Severance charges | - | 108 | |||||||||||||||||||||||||||||||
Depreciation and amortization expense | 291 | 178 | |||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense | 147 | 74 | |||||||||||||||||||||||||||||||
Non-recurring professional fees | 413 | - | |||||||||||||||||||||||||||||||
Operating loss | (3,219 | ) | (1,442 | ) | |||||||||||||||||||||||||||||
Interest expense | 452 | - | |||||||||||||||||||||||||||||||
Interest income | - | (4 | ) | ||||||||||||||||||||||||||||||
Loss before income taxes | $ | (3,671 | ) | $ | (1,438 | ) | |||||||||||||||||||||||||||
Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets. Consolidated assets, by segment and shared services, as of the periods presented are as follows: | |||||||||||||||||||||||||||||||||
Urgent and | Ancillary | Shared | Consolidated | ||||||||||||||||||||||||||||||
Primary Care | Network | Services | |||||||||||||||||||||||||||||||
31-Mar-15 | $ | 11,885 | $ | 5,418 | $ | 2,820 | $ | 20,123 | |||||||||||||||||||||||||
31-Dec-14 | 11,958 | 5,202 | 3,945 | 21,105 | |||||||||||||||||||||||||||||
Note_11_Subsequent_Event
Note 11 - Subsequent Event | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Event |
Dr. Richard Turner, who was serving as our chief executive officer and Chairman of the Board, died unexpectedly on April 12, 2015. Dr. Turner personally guaranteed a portion of our borrowing under credit agreements with Wells Fargo. As a result of his death, we received notice from Wells Fargo that we are in default of a loan covenant. Wells Fargo has given us until May 31, 2015 to cure this default, which we expect to do. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
The accompanying unaudited consolidated financial statements of American CareSource Holdings, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and notes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. References herein to "the Company," "we," "us," or "our" refer to American CareSource Holdings, Inc. and its subsidiaries. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will become effective for the Company on January 1, 2018. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. 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. | |
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The guidance relates to the presentation of debt issuance costs. The new standard update provides guidance that would require debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. 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. |
Note_3_Liquidity_and_Earnings_1
Note 3 - Liquidity and Earnings (Loss) Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Liquidity And Earnings Loss Per Share [Abstract] | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended | ||||||||
31-Mar-15 | |||||||||
Numerator: | |||||||||
Net (loss) for basic earnings per share | (3,677 | ) | |||||||
Less gain on change in fair value of warrant liability | 140 | ||||||||
Net (loss) for diluted earnings per share | (3,817 | ) | |||||||
Denominator: | |||||||||
Weighted-average basic common shares outstanding | 6,772 | ||||||||
Assumed conversion of dilutive securities: | |||||||||
Common stock purchase warrants | 80 | ||||||||
Denominator for dilutive earnings per share - adjusted weighted-average shares | 6,852 | ||||||||
Basic net loss per share | $ | (0.54 | ) | ||||||
Diluted net loss per share | $ | (0.56 | ) | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2015 | 2014 | |||||||
Common stock purchase warrants | 822 | 1,782 | |||||||
Stock options | 1,334 | 1,245 | |||||||
Restricted shares of common stock | 89 | 100 |
Note_4_Acquisitions_Tables
Note 4 - Acquisitions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Business Acquired | State | Sites | Date of | |||||
Closing | |||||||||
CorrectMed | Georgia | 2 | 8-May-14 | ||||||
Bay Walk-In Clinic | Florida | 2 | 29-Aug-14 | ||||||
Mid-South Urgent Care | Alabama | 3 | 12-Sep-14 | ||||||
MedHelp | Georgia | 1 | 31-Oct-14 | ||||||
Stat Medical Care | Virginia | 2 | 31-Dec-14 | ||||||
Business Acquisition, Pro Forma Information [Table Text Block] | Period Ended March 31, | ||||||||
2015 | 2014 | ||||||||
Net revenue | |||||||||
Ancillary network | $ | 5,743 | $ | 5,008 | |||||
Urgent and primary care | 2,672 | 778 | |||||||
Total net revenue | 8,415 | 5,786 | |||||||
Net loss | $ | (3,677 | ) | $ | (1,610 | ) | |||
Basic net loss per common share | $ | (0.54 | ) | $ | (0.28 | ) | |||
Diluted net loss per common share | $ | (0.56 | ) | $ | (0.28 | ) |
Note_5_Revenue_Recognition_Acc1
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Revenue Recognition Accounts Receivable And Concentration Of Credit Risk [Abstract] | |||||||||||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | 31-Mar-15 | ||||||||||||||||||||||||
Accounts receivable | $ | 2,852 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Estimated allowance for uncollectible amounts | (1,415 | ) | |||||||||||||||||||||||
Accounts receivable, net | $ | 1,437 | |||||||||||||||||||||||
Schedule of Revenue Sources, Health Care Organization [Table Text Block] | 31-Mar-15 | ||||||||||||||||||||||||
Gross revenue | $ | 5,786 | |||||||||||||||||||||||
Less: | |||||||||||||||||||||||||
Provision for contractual adjustments and estimated uncollectible amounts | (3,114 | ) | |||||||||||||||||||||||
Net revenue | $ | 2,672 | |||||||||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||||||||||||||||||
Accounts | Revenue | % of Total | Accounts | Revenue | % of Total | ||||||||||||||||||||
Receivable | Revenue | Receivable | Revenue | ||||||||||||||||||||||
HealthSmart Preferred Care II, L.P. | $ | 593 | $ | 1,817 | 22 | % | $ | 774 | $ | 1,232 | 25 | % |
Note_6_Capital_and_Operating_L1
Note 6 - Capital and Operating Lease Obligations (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Leases [Abstract] | |||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Capital | Operating | Total | ||||||||||
Leases | Leases | ||||||||||||
2015 (remaining 9 months) | $ | 216 | $ | 566 | $ | 782 | |||||||
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 | 4,249 | $ | 4,274 | $ | 8,523 | ||||||||
Less amount representing interest | (2,395 | ) | |||||||||||
Present value of net minimum obligations | 1,854 | ||||||||||||
Less current obligation under capital lease | 122 | ||||||||||||
Long-term obligation under capital lease | $ | 1,732 |
Note_7_Lines_of_Credit_Promiss1
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Debt [Table Text Block] | Revolving lines of credit | $ | 7,000 | ||
Promissory notes, related to acquisitions | 1,238 | ||||
Total debt | 8,238 | ||||
Less current maturities | 1,011 | ||||
Long-term debt | $ | 7,227 |
Note_8_Intangible_Assets_Table
Note 8 - Intangible Assets (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 31-Mar-15 | December 31, 2014 | |||||||||||
Gross carrying amount of urgent and primary care intangibles: | |||||||||||||
Patient relationships and contracts | $ | 972 | $ | 972 | |||||||||
Accumulated amortization | (96 | ) | (47 | ) | |||||||||
Urgent and primary care intangibles, net | 876 | 925 | |||||||||||
Gross carrying amount of ancillary intangibles: | |||||||||||||
Ancillary provider network | 1,921 | 1,921 | |||||||||||
Software | 428 | 428 | |||||||||||
2,349 | 2,349 | ||||||||||||
Accumulated amortization | (1,869 | ) | (1,837 | ) | |||||||||
Other intangibles, net | 480 | 512 | |||||||||||
Total intangibles, net | $ | 1,356 | $ | 1,437 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years ending December 31, | Urgent and | Ancillary Network | Total | |||||||||
Primary Care | Services | ||||||||||||
2015 (remaining 9 months) | $ | 146 | $ | 96 | $ | 242 | |||||||
2016 | 194 | 128 | 322 | ||||||||||
2017 | 194 | 128 | 322 | ||||||||||
2018 | 194 | 128 | 322 | ||||||||||
2019 | 148 | - | 148 | ||||||||||
Total | $ | 876 | $ | 480 | $ | 1,356 |
Note_9_Warrants_Tables
Note 9 - Warrants (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Warrants [Abstract] | |||||||||||||||||
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | 31-Mar-15 | 31-Dec-14 | 30-Jul-14 | ||||||||||||||
Stock price | $ | 2.86 | $ | 2.9 | $ | 3.14 | |||||||||||
Volatility | 70 | % | 72.5 | % | 61.5 | % | |||||||||||
Risk-free interest rate | 1.37 | % | 1.65 | % | 1.83 | % | |||||||||||
Exercise price | $ | 3.15 | $ | 3.15 | $ | 3.15 | |||||||||||
Expected life (years) | 4.58 | 4.83 | 5.25 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Private stock offering % | 60 | % | 15 | % | 15 | % | |||||||||||
Public stock offering % | 35 | % | 80 | % | 70 | % | |||||||||||
Equity raise time period | 3rd Quarter 2015 | 4th Quarter 2015 | 3rd Quarter 2015 | ||||||||||||||
31-Mar-15 | 31-Dec-14 | 4-Dec-14 | |||||||||||||||
Stock price | $ | 2.86 | $ | 2.9 | $ | 2.71 | |||||||||||
Volatility | 70 | % | 72.5 | % | 72.5 | % | |||||||||||
Risk-free interest rate | 1.37 | % | 1.65 | % | 1.59 | % | |||||||||||
Exercise price | $ | 2.71 | $ | 2.71 | $ | 2.71 | |||||||||||
Expected life (years) | 4.68 | 4.93 | 5 | ||||||||||||||
Dividend yield | 0 | % | 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 2015 | March 31, | ||||||||||||||
Price | 2014 | 2015 | |||||||||||||||
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, 2014 | $ | 1,410 | $ | 1,790 | $ | 3,200 | |||||||||||
Change in fair value of warrants in 1st quarter 2015 | 40 | (140 | ) | (100 | ) | ||||||||||||
Fair value of outstanding warrants as of March 31, 2015 | $ | 1,450 | $ | 1,650 | $ | 3,100 |
Note_10_Segment_Reporting_Tabl
Note 10 - Segment Reporting (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 31-Mar-15 | 31-Mar-14 | |||||||||||||||||||||||||||||||
Urgent and | Ancillary | Shared | Total | Urgent and | Ancillary | Shared | Total | ||||||||||||||||||||||||||
Primary Care | Network | Services | Primary Care | Network | Services | ||||||||||||||||||||||||||||
Net revenues | $ | 2,672 | $ | 5,743 | $ | - | $ | 8,415 | $ | - | $ | 5,008 | $ | - | $ | 5,008 | |||||||||||||||||
Total segment operating income (loss)* | (599 | ) | 110 | (1,879 | ) | (2,368 | ) | - | (167 | ) | (915 | ) | (1,082 | ) | |||||||||||||||||||
Additional Segment Disclosures: | |||||||||||||||||||||||||||||||||
Interest expense, including loan fee amortization | 452 | - | - | 452 | - | - | - | - | |||||||||||||||||||||||||
Depreciation and amortization expense | 149 | 142 | - | 291 | - | 178 | - | 178 | |||||||||||||||||||||||||
Income tax expense (benefit) | - | 6 | - | 6 | - | (3 | ) | - | (3 | ) | |||||||||||||||||||||||
Total asset expenditures | - | - | 90 | 90 | - | 111 | - | 111 | |||||||||||||||||||||||||
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three months ended March 31, | ||||||||||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||||||||||
Total segment operating loss | $ | (2,368 | ) | $ | (1,082 | ) | |||||||||||||||||||||||||||
Less: | |||||||||||||||||||||||||||||||||
Severance charges | - | 108 | |||||||||||||||||||||||||||||||
Depreciation and amortization expense | 291 | 178 | |||||||||||||||||||||||||||||||
Non-cash stock-based compensation expense | 147 | 74 | |||||||||||||||||||||||||||||||
Non-recurring professional fees | 413 | - | |||||||||||||||||||||||||||||||
Operating loss | (3,219 | ) | (1,442 | ) | |||||||||||||||||||||||||||||
Interest expense | 452 | - | |||||||||||||||||||||||||||||||
Interest income | - | (4 | ) | ||||||||||||||||||||||||||||||
Loss before income taxes | $ | (3,671 | ) | $ | (1,438 | ) | |||||||||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Urgent and | Ancillary | Shared | Consolidated | |||||||||||||||||||||||||||||
Primary Care | Network | Services | |||||||||||||||||||||||||||||||
31-Mar-15 | $ | 11,885 | $ | 5,418 | $ | 2,820 | $ | 20,123 | |||||||||||||||||||||||||
31-Dec-14 | 11,958 | 5,202 | 3,945 | 21,105 |
Note_2_Description_of_Business1
Note 2 - Description of Business (Details) (USD $) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2015 | Mar. 31, 2015 | |
Note 2 - Description of Business (Details) [Line Items] | ||
Number of Operating Segments | 2 | |
Number of Businesses Acquired | 10 | |
Percentage of Joint Venture Owned by Minority | 35.00% | 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) | 1,319,655 | |
Gross Revenues from Urgent and Primary Care (in Dollars) | $40,000,000 | |
Georgia [Member] | ||
Note 2 - Description of Business (Details) [Line Items] | ||
Number of Businesses Acquired | 3 | |
Florida [Member] | ||
Note 2 - Description of Business (Details) [Line Items] | ||
Number of Businesses Acquired | 2 | |
Alabama [Member] | ||
Note 2 - Description of Business (Details) [Line Items] | ||
Number of Businesses Acquired | 3 | |
Virginia [Member] | ||
Note 2 - Description of Business (Details) [Line Items] | ||
Number of Businesses Acquired | 2 |
Note_3_Liquidity_and_Earnings_2
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2015 | 15-May-15 | |
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) [Line Items] | ||||
Increase (Decrease) to Gross Profit | ($1,777,000) | |||
Gross Profit | -3,219,000 | -1,442,000 | ||
Net Cash Provided by (Used in) Operating Activities | -2,788,000 | -993,000 | ||
Subsequent Event [Member] | ||||
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,000,000 | |||
Scenario, Forecast [Member] | ||||
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) [Line Items] | ||||
Proceeds from Issuance of Common Stock | $15,000,000 | |||
Additional Proceeds from the Exercise of Stock Options, As a Percentage of Public Offering | 15.00% |
Note_3_Liquidity_and_Earnings_3
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) - Basic Net Loss and Diluted Net Loss Per Share (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Basic Net Loss and Diluted Net Loss Per Share [Abstract] | ||
Net (loss) for basic earnings per share | ($3,677) | |
Less gain on change in fair value of warrant liability | 140 | |
Net (loss) for diluted earnings per share | ($3,817) | |
Weighted-average basic common shares outstanding | 6,772 | 5,729 |
Assumed conversion of dilutive securities: | ||
Common stock purchase warrants | 80 | |
Denominator for dilutive earnings per share - adjusted weighted-average shares | 6,852 | 5,729 |
Basic net loss per share | ($0.54) | ($0.25) |
Diluted net loss per share | ($0.56) | ($0.25) |
Note_3_Liquidity_and_Earnings_4
Note 3 - Liquidity and Earnings (Loss) Per Share (Details) - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 822 | 1,782 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,334 | 1,245 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 89 | 100 |
Note_4_Acquisitions_Details_Bu
Note 4 - Acquisitions (Details) - Businesses Acquired | 11 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | 8-May-14 | Aug. 29, 2014 | Sep. 12, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||
Business Acquired | 10 | |||||
CorrectMed [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 2 | |||||
Bay Walk-In Clinic, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 2 | |||||
Mid-South Urgent Care, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 3 | |||||
MedHelp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 1 | |||||
Stat Medical Care [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquired | 2 |
Note_4_Acquisitions_Details_Pr
Note 4 - Acquisitions (Details) - Pro Forma Financial Information for the Company (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net revenue | ||
Basic net loss per common share (in Dollars per share) | ($0.54) | ($0.25) |
Diluted net loss per common share (in Dollars per share) | ($0.56) | ($0.25) |
Ancillary Network [Member] | CorrectMed [Member] | ||
Net revenue | ||
Net revenues | $5,743 | $5,008 |
Urgent and Primary Care [Member] | CorrectMed [Member] | ||
Net revenue | ||
Net revenues | 2,672 | 778 |
CorrectMed [Member] | ||
Net revenue | ||
Net revenues | 8,415 | 5,786 |
Net loss | ($3,677) | ($1,610) |
Basic net loss per common share (in Dollars per share) | ($0.54) | ($0.28) |
Diluted net loss per common share (in Dollars per share) | ($0.56) | ($0.28) |
Note_5_Revenue_Recognition_Acc2
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) [Line Items] | ||
Sales Allowances, Services | $16,000 | $53,000 |
Allowance for Doubtful Accounts Receivable | 299,000 | 463,000 |
Ancillary Network [Member] | ||
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) [Line Items] | ||
Revenues, Net of Provider Payments | $1,412,000 | $1,255,000 |
Note_5_Revenue_Recognition_Acc3
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Accounts Receivable from Urgent and Primary Care (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Estimated allowance for uncollectible amounts | ($299,000) | ($463,000) |
Urgent and Primary Care [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 2,852,000 | |
Estimated allowance for uncollectible amounts | -1,415,000 | |
Accounts receivable, net | $1,437,000 |
Note_5_Revenue_Recognition_Acc4
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue from Urgent and Primary Care (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Net revenue | $8,415 | $5,008 |
Urgent and Primary Care [Member] | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Gross revenue | 5,786 | |
Provision for contractual adjustments and estimated uncollectible amounts | -3,114 | |
Net revenue | $2,672 |
Note_5_Revenue_Recognition_Acc5
Note 5 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Details) - Revenue and Receivables from Significant Clients (HealthSmart Preferred Care II, L.P. [Member], Ancillary Network [Member], Customer Concentration Risk [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
HealthSmart Preferred Care II, L.P. | $593 | $774 |
Sales Revenue [Member] | ||
Concentration Risk [Line Items] | ||
HealthSmart Preferred Care II, L.P. | $1,817 | $1,232 |
HealthSmart Preferred Care II, L.P. | 22.00% | 25.00% |
Note_6_Capital_and_Operating_L2
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | ||
2015 (remaining 9 months) | $782 | |
2016 | 1,178 | |
2017 | 1,053 | |
2018 | 927 | |
2019 | 858 | |
Thereafter | 3,725 | |
Total minimum lease payments | 8,523 | |
Less current obligation under capital lease | 122 | 117 |
Long-term obligation under capital lease | 1,732 | 1,764 |
Equipment [Member] | ||
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | ||
2015 (remaining 9 months) | 216 | |
2016 | 299 | |
2017 | 287 | |
2018 | 276 | |
2019 | 273 | |
Thereafter | 2,898 | |
Total minimum lease payments | 4,249 | |
Less amount representing interest | -2,395 | |
Present value of net minimum obligations | 1,854 | |
Less current obligation under capital lease | 122 | |
Long-term obligation under capital lease | 1,732 | |
Building [Member] | ||
Note 6 - Capital and Operating Lease Obligations (Details) - Future Required Payments under Lease Agreements [Line Items] | ||
2015 (remaining 9 months) | 566 | |
2016 | 879 | |
2017 | 766 | |
2018 | 651 | |
2019 | 585 | |
Thereafter | 827 | |
Total minimum lease payments | $4,274 |
Note_7_Lines_of_Credit_Promiss2
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) (USD $) | 0 Months Ended | |||
Jul. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 04, 2014 | |
Note 7 - 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 | 1,760,000 | ||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $957,000 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 7,262,000 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 19,000 | |||
July 30, 2014 Warrants [Member] | ||||
Note 7 - 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 | 800,000 | 800,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 3.15 | $3.15 | 3.15 | |
December 4, 2014 Warrants [Member] | ||||
Note 7 - 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 | 960,000 | 960,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.71 | 2.71 | $2.71 | |
July 30, 2014 Agreement [Member] | Revolving Credit Facility [Member] | Wells Fargo [Member] | ||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | |||
Long-term Line of Credit | 2,000,000 | |||
December 4, 2014 Agreement [Member] | Revolving Credit Facility [Member] | Wells Fargo [Member] | ||||
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 6,000,000 | |||
Long-term Line of Credit | 5,000,000 | |||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Wells Fargo [Member] | ||||
Note 7 - 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 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | $6,000,000 | ||
Debt, Weighted Average Interest Rate | 1.92% |
Note_7_Lines_of_Credit_Promiss3
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | $8,238 |
Less current maturities | 1,011 |
Long-term debt | 7,227 |
Revolving Line of Credit [Member] | |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | 7,000 |
Promissory Notes, Related to Acquistion [Member] | |
Note 7 - Lines of Credit, Promissory Notes, and Notes Payable (Details) - Summary of All Debt [Line Items] | |
Short-term and long-term debt | $1,238 |
Note_8_Intangible_Assets_Detai
Note 8 - Intangible Assets (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Note 8 - Intangible Assets (Details) [Line Items] | ||
Amortization of Intangible Assets | $81,000 | $32,000 |
Patient Base [Member] | ||
Note 8 - Intangible Assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Ancillary Provider Network [Member] | ||
Note 8 - Intangible Assets (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Minimum [Member] | ||
Note 8 - Intangible Assets (Details) [Line Items] | ||
Finite Lived Intangible Assets, Rate of Attrition | 2.00% | |
Maximum [Member] | ||
Note 8 - Intangible Assets (Details) [Line Items] | ||
Finite Lived Intangible Assets, Rate of Attrition | 8.00% |
Note_8_Intangible_Assets_Detai1
Note 8 - Intangible Assets (Details) - Other Intangible Assets and Related Accumulated Amortization (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $1,356 | $1,437 |
Urgent and Primary Care [Member] | Patient Relationships and Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 972 | 972 |
Urgent and Primary Care [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | -96 | -47 |
Intangible assets, net | 876 | 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 | -1,869 | -1,837 |
Intangible assets, net | $480 | $512 |
Note_8_Intangible_Assets_Detai2
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 (remaining 9 months) | $242 | |
2016 | 322 | |
2017 | 322 | |
2018 | 322 | |
2019 | 148 | |
Total | 1,356 | 1,437 |
Urgent and Primary Care [Member] | ||
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 (remaining 9 months) | 146 | |
2016 | 194 | |
2017 | 194 | |
2018 | 194 | |
2019 | 148 | |
Total | 876 | 925 |
Ancillary Care Services [Member] | ||
Note 8 - Intangible Assets (Details) - Finite-lived Intangible Assets Future Amortization Expense [Line Items] | ||
2015 (remaining 9 months) | 96 | |
2016 | 128 | |
2017 | 128 | |
2018 | 128 | |
Total | $480 |
Note_9_Warrants_Details
Note 9 - Warrants (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Jul. 30, 2014 | Dec. 04, 2014 | |
Note 9 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Outstanding (in Shares) | 1,782,222 | 44,444 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,760,000 | 1,760,000 | |||
Warrants and Rights Outstanding | $3,100,000 | $3,200,000 | |||
Fair Value Adjustment of Warrants | -100,000 | ||||
Unrealized Gain on Securities | 140,000 | ||||
Warrant [Member] | |||||
Note 9 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Outstanding (in Shares) | 1,760,000 | ||||
Warrant [Member] | |||||
Note 9 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Outstanding (in Shares) | 22,222 | 44,444 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $1.50 | 1.5 | |||
July 30, 2014 Warrants [Member] | |||||
Note 9 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $3.15 | $3.15 | $3.15 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 800,000 | 800,000 | 800,000 | ||
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 | 193,000 | ||||
Warrants and Rights Outstanding | 1,450,000 | 1,410,000 | |||
Fair Value Adjustment of Warrants | 40,000 | ||||
Minimum Public Offering for Warrant Provision | 10,000,000 | ||||
Probability of Future Private Stock Offering | 60.00% | ||||
December 4, 2014 Warrants [Member] | |||||
Note 9 - Warrants (Details) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.71 | $2.71 | $2.71 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 960,000 | 960,000 | 960,000 | ||
Warrant Liability Based on Warrants' Fair Value | 1,660,000 | ||||
Amortization of Financing Costs | 276,000 | ||||
Warrants and Rights Outstanding | 1,650,000 | 1,790,000 | |||
Fair Value Adjustment of Warrants | -140,000 | ||||
Probability of Future Private Stock Offering | 100.00% | ||||
Unrealized Gain on Securities | 140,000 | ||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | |||||
Note 9 - Warrants (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $5,000,000 | $6,000,000 |
Note_9_Warrants_Details_Assump
Note 9 - Warrants (Details) - Assumptions Used for Warrants Issued (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | 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) | $2.86 | $3.14 | $2.90 | |
Volatility | 70.00% | 61.50% | 72.50% | |
Risk-free interest rate | 1.37% | 1.83% | 1.65% | |
Exercise price (in Dollars per share) | $3.15 | $3.15 | $3.15 | |
Expected life (years) | 4 years 211 days | 5 years 3 months | 4 years 302 days | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Private stock offering % | 60.00% | 15.00% | 15.00% | |
Public stock offering % | 35.00% | 70.00% | 80.00% | |
Equity raise time period | ||||
December 4, 2014 Warrants [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Stock price (in Dollars per share) | $2.86 | $2.90 | $2.71 | |
Volatility | 70.00% | 72.50% | 72.50% | |
Risk-free interest rate | 1.37% | 1.65% | 1.59% | |
Exercise price (in Dollars per share) | $2.71 | $2.71 | $2.71 | |
Expected life (years) | 4 years 248 days | 4 years 339 days | 5 years | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Note_9_Warrants_Details_The_Co
Note 9 - Warrants (Details) - The Company Warrants' Anti-dilution (USD $) | Mar. 31, 2015 | 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 | 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 | 800,000 | 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 | 960,000 | 960,000 |
Note_9_Warrants_Details_The_Ch
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | |
Fair value of outstanding warrants | $3,200,000 |
Change in fair value of warrants in 1st quarter 2015 | -100,000 |
Fair value of outstanding warrants | 3,100,000 |
July 30, 2014 Warrants [Member] | |
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | |
Fair value of outstanding warrants | 1,410,000 |
Change in fair value of warrants in 1st quarter 2015 | 40,000 |
Fair value of outstanding warrants | 1,450,000 |
December 4, 2014 Warrants [Member] | |
Note 9 - Warrants (Details) - The Changes in the Warrants' Fair Values [Line Items] | |
Fair value of outstanding warrants | 1,790,000 |
Change in fair value of warrants in 1st quarter 2015 | -140,000 |
Fair value of outstanding warrants | $1,650,000 |
Note_10_Segment_Reporting_Deta
Note 10 - Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Note_10_Segment_Reporting_Deta1
Note 10 - Segment Reporting (Details) - Consolidating Statements of Operations by Industry (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Net revenues | $8,415 | $5,008 | ||
Total segment operating income (loss)* | -2,368 | [1] | -1,082 | [1] |
Additional Segment Disclosures: | ||||
Interest expense, including loan fee amortization | 452 | |||
Depreciation and amortization expense | 291 | 178 | ||
Income tax expense (benefit) | 6 | -3 | ||
Total asset expenditures | 90 | 111 | ||
Urgent and Primary Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,672 | |||
Total segment operating income (loss)* | -599 | [1] | [1] | |
Additional Segment Disclosures: | ||||
Interest expense, including loan fee amortization | 452 | |||
Depreciation and amortization expense | 149 | |||
Ancillary Network [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 5,743 | 5,008 | ||
Total segment operating income (loss)* | 110 | [1] | -167 | [1] |
Additional Segment Disclosures: | ||||
Depreciation and amortization expense | 142 | 178 | ||
Income tax expense (benefit) | 6 | -3 | ||
Total asset expenditures | 111 | |||
Shared Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment operating income (loss)* | -1,879 | [1] | -915 | [1] |
Additional Segment Disclosures: | ||||
Total asset expenditures | $90 | |||
[1] | Includes depreciation and amortization expense |
Note_10_Segment_Reporting_Deta2
Note 10 - Segment Reporting (Details) - Reconciliation of Reportable Segment Operating Income (Loss) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Reconciliation of Reportable Segment Operating Income (Loss) [Abstract] | ||||
Total segment operating loss | ($2,368,000) | [1] | ($1,082,000) | [1] |
Less: | ||||
Severance charges | 108,000 | |||
Depreciation and amortization expense | 291,000 | 178,000 | ||
Non-cash stock-based compensation expense | 147,000 | 74,000 | ||
Non-recurring professional fees | 413,000 | |||
Operating loss | -3,219,000 | -1,442,000 | ||
Interest expense | 452,000 | |||
Interest income | -4,000 | |||
Loss before income taxes | ($3,671,000) | ($1,438,000) | ||
[1] | Includes depreciation and amortization expense |
Note_10_Segment_Reporting_Deta3
Note 10 - Segment Reporting (Details) - Consolidating Assets, by Segment (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $20,123 | $21,105 |
Urgent and Primary Care [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 11,885 | 11,958 |
Ancillary Network [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 5,418 | 5,202 |
Shared Services [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $2,820 | $3,945 |