Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 25, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | American CareSource Holdings, Inc. | ||
Entity Central Index Key | 1,316,645 | ||
Trading Symbol | gnow | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 16,597,150 | ||
Entity Public Float | $ 0 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value; 9,999 shares authorized | $ 664,000 | |
Cash and cash equivalents | 2,629,000 | $ 1,020,000 |
Accounts receivable, net | 1,498,000 | 1,587,000 |
Prepaid expenses and other current assets | 391,000 | 81,000 |
Assets held for sale | 2,644,000 | 4,492,000 |
Total current assets | 7,162,000 | 7,180,000 |
Property and equipment, net | 4,859,000 | 3,439,000 |
Deferred loan fees, net | $ 1,154,000 | 2,666,000 |
Deferred offering costs | 225,000 | |
Other non-current assets | $ 104,000 | 488,000 |
Intangible assets, net | 1,885,000 | 925,000 |
Remaining goodwill value | 5,921,000 | 6,182,000 |
Total other assets | 9,064,000 | 10,486,000 |
Total assets | 21,085,000 | $ 21,105,000 |
Lines of credit | 11,100,000 | |
Accounts payable | 1,609,000 | $ 762,000 |
Accrued liabilities | 1,907,000 | 1,553,000 |
Current portion of promissory notes and notes payable | 210,000 | 989,000 |
Capital lease obligations, current portion | 134,000 | 117,000 |
Liabilities held for sale | 5,435,000 | 3,533,000 |
Total current liabilities | $ 20,395,000 | 6,954,000 |
Lines of credit | 4,716,000 | |
Promissory notes and notes payable | $ 522,000 | 312,000 |
Capital lease obligations | $ 1,630,000 | 1,764,000 |
Warrant derivative liability | 3,200,000 | |
Other long-term liabilities | $ 344,000 | 222,000 |
Total long-term liabilities | 2,496,000 | 10,214,000 |
Total liabilities | $ 22,891,000 | $ 17,168,000 |
Preferred stock, $0.01 par value; 9,999 shares authorized | ||
Common stock, $0.01 par value; 40,000 shares authorized; 16,597 and 6,713 shares issued and outstanding in 2015 and 2014, respectively | $ 165,000 | $ 67,000 |
Additional paid-in capital | 32,535,000 | 25,731,000 |
Accumulated deficit | (35,170,000) | (21,861,000) |
Total stockholders' equity (deficit) | (1,806,000) | 3,937,000 |
Total liabilities and stockholders' equity (deficit) | $ 21,085,000 | $ 21,105,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Series A Preferred Stock [Member] | ||
Preferred stock, authorized (in shares) | 870 | 870 |
Convertible preferred stock, shares outstanding (in shares) | 750 | 0 |
Convertible preferred stock, shares issued (in shares) | 750 | 0 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 9,999,000 | 9,999,000 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 16,595,000 | 6,713,000 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares outstanding (in shares) | 16,595,000 | 6,713,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net revenues: | ||
Urgent and primary care | $ 9,919,000 | $ 3,906,000 |
Service agreement | 105,000 | |
Total net revenues | 10,024,000 | $ 3,906,000 |
Operating expenses: | ||
Salaries, wages, contract medical professional fees and related expenses | 11,087,000 | 5,279,000 |
Facility expenses | 1,477,000 | 559,000 |
Medical supplies | 848,000 | 399,000 |
Other operating expenses | 6,795,000 | $ 3,949,000 |
Goodwill impairment charges | 1,766,000 | |
Other impairment charges | 674,000 | |
Depreciation and amortization | 1,064,000 | $ 238,000 |
Total operating expenses | 23,307,000 | 10,424,000 |
Operating (loss) | (13,283,000) | $ (6,518,000) |
Other income: | ||
Gain on cancellation of acquisition promissory note | 289,000 | |
Interest expense: | ||
Interest expense | (382,000) | $ (115,000) |
Gain/(loss) on warrant liability, net of deferred loan fees amortization | 876,000 | (534,000) |
Total other (income) expense and interest expense | 783,000 | 649,000 |
(Loss) from continuing operations before taxes | (12,500,000) | (7,167,000) |
Income tax expense | 16,000 | 70,000 |
Net (loss) from continuing operations | (12,516,000) | (7,237,000) |
Income (loss) from discontinued operations | (793,000) | 474,000 |
Net (loss) | $ (13,309,000) | $ (6,763,000) |
Basic net loss per common share continuing operations (in dollars per share) | $ (1.69) | $ (1.13) |
Diluted net loss per common share continuing operations (in dollars per share) | (2.04) | (1.13) |
Basic net income (loss) per common discontinued operations (in dollars per share) | (0.11) | 0.07 |
Diluted net income (loss) per common share discontinued operations (in dollars per share) | $ (0.11) | $ 0.07 |
Basic weighted-average common shares outstanding (in shares) | 7,476 | 6,407 |
Diluted weighted-average common shares outstanding (in shares) | 7,525 | 6,407 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2013 | |||||
Balance at Dec. 31, 2013 | $ 23,149 | $ (15,098) | $ 8,108 | ||
Net loss | (6,763) | (6,763) | |||
Stock-based compensation expense | 592 | 592 | |||
Stock Issued During Period, Shares, New Issues | |||||
Stock Issued During Period, Value, New Issues | 1,990 | 2,000 | |||
Balance (in shares) at Dec. 31, 2014 | |||||
Balance at Dec. 31, 2014 | 25,731 | (21,861) | 3,937 | ||
Net loss | (13,309) | (13,309) | |||
Stock-based compensation expense | 500 | 500 | |||
Stock Issued During Period, Shares, New Issues | 750 | 9,643 | |||
Stock Issued During Period, Value, New Issues | $ 456 | $ 96 | 5,669 | 6,221 | |
Balance (in shares) at Dec. 31, 2015 | 750 | 16,597 | |||
Balance at Dec. 31, 2015 | $ 664 | $ 165 | 32,535 | $ (35,170) | (1,806) |
Issuance of common stock upon exercise of equity incentive awards (in shares) | |||||
Issuance of common stock upon exercise of equity incentive awards | 33 | 33 | |||
Issuance of common stock upon conversion of restricted stock and restricted stock units (in shares) | |||||
Issuance of common stock upon conversion of restricted stock and restricted stock units | (2) | ||||
Reclassification of warrant liability due to waiver of exercise price adjustment provisions | 812 | $ 812 | |||
Accretion of convertible preferred stock from beneficial conversion | $ (208) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (13,309,000) | $ (6,763,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock-based compensation expense | 500,000 | $ 592,000 |
Goodwill and intangible asset impairment | 2,334,000 | |
Fixed asset impairment | 106,000 | |
Depreciation and amortization | 1,064,000 | $ 866,000 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | $ (876,000) | 534,000 |
(Gain) on sale of property and equipment | $ (108,000) | |
(Gain) on cancellation of acquisition promissory note | $ (289,000) | |
Change in deferred rent | 122,000 | $ 42,000 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 899,000 | (957,000) |
Prepaid expenses and other current assets | 54,000 | 115,000 |
Accounts payable | 16,000 | 932,000 |
Accrued liabilities | (39,000) | 788,000 |
Assets held for sale | 1,447,000 | (93,000) |
Liabilities held for sale | 1,902,000 | 409,000 |
Net cash used in operating activities | (6,069,000) | (3,643,000) |
Cash flows from investing activities: | ||
Net change in other non-current assets | 13,000 | (488,000) |
Cost of acquisitions, net of cash acquired | (4,279,000) | (6,921,000) |
Additions to property and equipment | $ (456,000) | (776,000) |
Proceeds from sale of property and equipment | 131,000 | |
Net cash used in investing activities | $ (4,722,000) | $ (8,054,000) |
Cash flows from financing activities: | ||
Proceeds from follow-on public offering, net of underwriter discounts | 7,043,000 | |
Proceeds from issuance of common stock and option exercises | 31,000 | $ 2,000,000 |
Proceeds from borrowings under line of credit | 6,384,000 | 4,716,000 |
Principal payments on capital lease obligations | (117,000) | (46,000) |
Principal payments on long-term debt | (802,000) | (36,000) |
Payment of deferred offering costs | (139,000) | (124,000) |
Net cash provided by financing activities | 12,400,000 | 6,510,000 |
Net increase (decrease) in cash and cash equivalents | 1,609,000 | (5,187,000) |
Cash and cash equivalents at beginning of period | 1,020,000 | 6,207,000 |
Cash and cash equivalents at end of period | 2,629,000 | 1,020,000 |
Supplemental cash flow information: | ||
Cash paid for taxes, net of refunds | (6,000) | 38,000 |
Cash paid for interest | 416,000 | 84,000 |
Supplemental non-cash operating and financing activity: | ||
Warrants issued as deferred financing costs | 347,000 | $ 3,080,000 |
Reclassification of warrant liability due to waiver of exercise price adjustment provisions | 812,000 | |
Accretion of convertible preferred stock from beneficial conversion | 208,000 | |
Fair value of debt issued as consideration in business combination | 522,000 | $ 1,297,000 |
Write-off of prepaid expense and other non-current assets | $ 487,000 | |
Purchase price due to seller, Stat Medical | $ 268,000 | |
Additions to property and equipment, unpaid | $ 87,000 | |
Offering costs, deferred and unpaid | $ 101,000 | |
Offering costs, unpaid | $ 458,000 | |
Receivable for tenant improvement allowance | $ 180,000 | |
Debt issued for property and equipment | $ 40,000 | |
Reclassified property and equipment from prepaid expenses | $ 51,000 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Description of Business American CareSource Holdings, Inc. ("the Company", "ACSH", "we", "us", or "our") engages in two lines of business: our urgent and primary care business, which we operate under the tradenames GoNow Doctors and Medac, and our ancillary network business. These lines of business are supported through a shared services function. On November 2, 2015, we commenced efforts to sell our ancillary network business to our largest client and manager of the business, HealthSmart Preferred Care II, L.P. (“HealthSmart”) in order to continue our focus on our urgent and primary care business. Assuming we reach mutually agreeable terms with HealthSmart, we anticipate closing the transaction in 2016. Accordingly, we have concluded that the ancillary network business line qualifies as discontinued operations and financial results for the ancillary network business are presented as discontinued operations in our consolidated statements of operations, and the related asset and liability accounts are presented on our consolidated balance sheets as held for sale as of December 31, 2015. Amounts previously reported have been reclassified, as necessary, to conform to this presentation to allow for meaningful comparison of continuing operations. Refer to Note 5 – Discontinued Operations. In May 2014, we announced our entry into the urgent and primary care market. During the remainder of 2014, through our wholly-owned subsidiaries, we consummated five transactions resulting in our acquisition of ten urgent and primary care centers, three of which are in Georgia, two in Florida, three in Alabama and two in Virginia. In December 2015, we completed a key acquisition of urgent care assets comprising four sites in North Carolina. Our healthcare centers offer a wide array of services for non-life-threatening medical conditions. We strive to improve access to quality medical care by offering extended hours and weekend service primarily on a walk-in basis. Our centers offer a broad range of medical services that generally fall within the urgent care, primary care, family care, and occupational medicine classifications. Specifically, we offer non-life-threatening, out-patient medical care for the treatment of acute, episodic, and some chronic medical conditions. When hospitalization or specialty care is needed, referrals to appropriate providers are made. Patients typically visit our centers on a walk-in basis when their condition is not severe enough to warrant an emergency visit or when treatment by their primary care provider is inconvenient. We also attempt to capture follow-up, preventative and general primary care business after walk-in visits. The services provided at our centers include, but are not limited to, the following: · routine treatment of general medical problems, including colds, flu, ear infections, hypertension, asthma, pneumonia, urinary tract infections, and other conditions typically treated by primary care providers; · treatment of injuries, such as simple fractures, dislocations, sprains, bruises, and cuts; · minor, non-emergent surgical procedures, including suturing of lacerations and removal of foreign bodies; · diagnostic tests, such as x-rays, electrocardiograms, complete blood counts, and urinalyses; and · occupational and industrial medical services, including drug testing, workers' compensation cases, and pre-employment physical examinations. Our centers are typically equipped with digital x-ray machines, electrocardiograph machines and basic laboratory equipment, and are generally staffed with a combination of licensed physicians, nurse practitioners, physician assistants, medical support staff, and administrative support staff. Our medical support staff includes licensed nurses, certified medical assistants, laboratory technicians, and registered radiographic technologists. |
Note 2 - Basis of Presentation,
Note 2 - Basis of Presentation, Liquidity and Management's Plans and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Basis of Presentation, Liquidity and Management’s Plans and Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and a variable interest entity (“VIE”). All material intercompany accounts and transactions are eliminated in consolidation. Certain amounts in the December 2014 financial statements were reclassified in connection with the discontinued operations presentation in order to conform to the December 2015 presentation. Liquidity and Management’s Plans The financial statements have been prepared on a going concern basis, which contemplates the recoverability of assets and satisfaction of liabilities in the normal course of business. Based on the information below there is a substantial doubt in the Company’s ability to continue as a going concern. We incurred losses from operations in 2014 and 2015 as a result of our entry into the urgent and primary care market. Losses from continuing operations increased to $12.5 million during the year ended December 31, 2015 compared to $7.2 million during the year ended December 31, 2014. In addition, at December 31, 2015 we had a stockholders’ deficit of $1.8 million and a working capital deficit of $13.2 million, including $11.1 million in lines of credit which are scheduled to mature in 2016. The increase in our operating loss, and corresponding reduction in stockholders’ equity, resulted, among other things, from our continued efforts to integrate our urgent and primary care centers and from impairment charges amounting to $2.4 million for certain underperforming centers. We anticipate we will continue to generate operating losses and use cash in our operations as we integrate and expand our urgent and primary care business during the next 12 months. We continue to focus efforts to increase patient visits at our urgent and primary care centers and to reduce operating costs at the corporate and center levels. We believe divesting our ancillary network business will enable us to focus our resources more effectively on our urgent and primary care business. Also, we expect to realize the benefits of economies of scale as we expand our urgent and primary care business, which will help us cover our shared service and corporate overhead expenses. We funded our operating losses and acquisition, and satisfied our other obligations, with the proceeds of our 2015 Offering and through borrowing under two lines of credit with a bank that are guaranteed by certain directors and investors. At March 28, 2016 we had cash of approximately $764,000 available to us. Our lines of credit mature in June 2016 and October 2016. Although, we plan to extend the maturity of both lines of credit, there can be no assurance that we will be successful in doing so. We also have obligations due in 2016 of approximately $210,000 for notes related to urgent and primary care acquisitions. We expect to raise additional capital in 2016 to fund anticipated future operating losses, to satisfy our debt obligations as they become due, to facilitate the expansion of our urgent and primary care business, and to address our noncompliance with Nasdaq’s $2.5 million stockholders’ equity requirement; however, there are no assurances we will be able to secure this capital at terms acceptable to us or at all. We may raise such capital through one or more public or private equity offerings, debt financings, borrowings or a combination thereof. If we raise funds through the incurrence of additional debt or the issuance of debt securities, the lenders or purchasers of debt securities may require security that is senior to the rights of our common stockholders. In addition, our incurrence of additional debt could result in the imposition of covenants that restrict our operations or limit our ability to achieve our business objectives. The issuance of any new equity securities will likely dilute the interest of our current stockholders. In light of our historical performance, additional capital may not be available when needed on acceptable terms, or at all. If adequate funds are not available, we will need to curb our expansion plans, which would have a material adverse impact on our business prospects and results of operations. In addition, we may be required to reduce our operations, including further reductions in headcount, and sell assets. However, we may be unable to sell assets or undertake other actions to satisfy our capital needs. As a result, we may be unable to pay our ordinary expenses, including our debt service, on a timely basis. The financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. Significant Accounting Policies VIEs The following table provides the balance sheet of Medac Health Services, P.A. ("Medac"), our consolidated VIE (see Note 4 - Acquisitions and Variable Interest Entity Medac Current assets $ 779 Current liabilities 759 Stockholder's equity 20 Total Liabilties and stockholder's equity $ 779 Segment and Related Information Use of Estimates Risks and Uncertainties Cash and Cash Equivalents Revenue Recognition Contractual adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: · Commercial and HMO · Medicare In establishing an 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. Following the consummation of our Medac Asset Acquisition, we now recognize service agreement revenue. Medac leases certain employees and provides certain administrative services to an emergency medical business under a services and staffing agreement in exchange for a fee. Employees are leased and the revenue related to the agreement is recorded during the period when the services are rendered. Advertising Costs – Property and Equipment Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense. Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements. Deferred Loan Fees Goodwill Business Combinations , Intangibles – Goodwill and Other Note 10 - Intangible Assets and Impairment Impairment of Long-Lived Assets Intangible Assets – Note 10 - Intangible Assets and Impairment Warrant Derivative Liability – Note 13- Warrants . We computed the fair value of the warrant derivative liability at each reporting period and the change in the fair value is recorded in the statements of operations. The key component in the value of the warrant derivative liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net loss was, therefore, subject to significant fluctuation and continued to be so until the price adjustment features under the warrants were waived. Assuming all other fair value inputs remain constant, we recorded non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value changed. Research and Development – Income Taxes – ASC 740 , Income Taxes Stock-Based Compensation – Note 12 - Stock-Based Compensation Fair Value of Financial Instruments – Note 10 - Goodwill, Intangible Assets and Impairment Note 14 - Fair Value of Financial Instruments Recent Accounting Pronouncements – Leases (Topic 842) In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) “Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The amendments in this update should be applied prospectively. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted for financial statements that have not been issued. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) “Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015-03 – Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Earnings (Loss) Per Share Basic net (loss) and diluted net (loss) per share data were computed as follows (in thousands except per share amounts): Year Ended December 31, 2015 2014 Numerator: (Loss) from continuing operations (12,516 ) (7,237 ) Plus loss allocated to preferred stock 108 - Less deemed distribution to preferred stock (208 ) - (Loss) from continuing operations, common stock (12,616 ) (7,237 ) Less gain on change in fair value of warrant liability 2,734 - (Loss) for diluted earnings per share (15,350 ) (7,237 ) Income/(loss) from discontinued operations (793 ) 474 Denominator: Weighted-average basic common shares outstanding 7,476 6,407 Assumed conversion of dilutive securities: Common stock purchase warrants 49 - Denominator for dilutive earnings per share - adjusted weighted-average shares 7,525 6,407 Basic net (loss) per share, continuing operations $ (1.69 ) $ (1.13 ) Diluted net (loss) per share, continuing operations $ (2.04 ) $ (1.13 ) Basic net income (loss) per share, discontinued operations $ (0.11 ) $ 0.07 Diluted net income (loss) per share, discontinued operations $ (0.11 ) $ 0.07 The following table summarizes potentially dilutive shares outstanding as of December 31, 2015, which were excluded from the calculation due to being anti-dilutive (in thousands): 2015 2014 Common stock purchase warrants 11,107 1,782 Stock options 962 1,245 Restricted stock units - 100 Restricted stock 50 - |
Note 3 - Capital Stock and Stoc
Note 3 - Capital Stock and Stock Offerings | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 3. Capital Stock and Stock Offerings 2015 Offering On December 9, 2015, we consummated a registered firm commitment underwritten public offering and sale (the “2015 Offering”) of (i) 9,642,857 Class A Units, with each Class A Unit consisting of one share of our common stock, par value $0.01 per share (the “Common Stock”) and one immediately exercisable five-year warrant to purchase one share of Common Stock with a warrant exercise price of $0.875 (collectively, the “Class A Units”) at a price of $0.70 per Class A Unit, (ii) 750 Class B Units, with each Class B Unit consisting of one share of the our Series A Convertible Preferred Stock with a stated value of $1,000 and convertible into 1,429 shares of the Company’s Common Stock and five-year warrants to purchase 1,429 shares of Common Stock, with a warrant exercise price of $0.875 per share (collectively, the “Class B Units” and, together with the Class A Units, the “Securities”) at price of $1,000 per Class B Unit, and (iii) immediately exercisable five-year warrants to purchase 370,567 shares of Common Stock with a warrant exercise price of $0.875 per share, sold pursuant to an option we granted to the underwriter, Aegis Capital Corp. (“Aegis”), to purchase additional Securities to cover over-allotments. The securities issued in the 2015 Offering were sold pursuant to an underwriting agreement with Aegis. We received proceeds of $6,221,364, net of all underwriting discounts, commissions and certain reimbursements, pursuant to the underwriting agreement, and legal, accounting and other costs amounting to $1,278,636. Preferred Stock As part of the 2015 Offering, our board of directors designated up to 863 shares of our preferred stock as Series A Convertible Preferred Stock. We have not applied, and do not plan to apply, to list the Series A Preferred on The NASDAQ Capital Market, any other national securities exchange or other nationally recognized trading system. The Series A Convertible Preferred Stock ranks on parity to our Common Stock with respect to liquidation preferences and dividend rights; however, shares of Series A Convertible Preferred Stock have no voting rights, except as described below. Other features of the Series A Convertible Preferred Stock are listed below. · Conversion. · Redemption. · Voting Rights. Holders of Series A Convertible Preferred Stock were deemed to have a beneficial conversion feature. Under ASC 470-20-55, when an equity instrument has a beneficial conversion feature, the Company is deemed to have declared a dividend equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities issuable pursuant to the original conversion terms. The fair value of the securities, or other consideration, is measured at the date the Series A Convertible Stock and related warrants are issued. Since we have an accumulated deficit, the dividend is recorded against additional paid in capital and since there is no term to the conversion privilege, the entire dividend of $208,000 is recognized at the time of issuance. 2014 Private Placement/Equity On May 5, 2014, we closed a private placement of 1,000,000 shares of our common stock at a purchase price of $2.00 per share for an aggregate purchase price of $2,000,000 for the shares. The investors in the offering included, among others, John Pappajohn, Mark C. Oman and Matt Kinley, who are each directors of the Company. Of the total offering proceeds, these three directors invested $1,500,000. |
Note 4 - Acquisitions and Varia
Note 4 - Acquisitions and Variable Interest Entity | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 4. Acquisitions and Variable Interest Entity On December 15, 2015, ACSH Management, a wholly-owned subsidiary of the Company, purchased from Medac and its shareholders, substantially all the assets used in the operation of its four urgent care centers in the greater Wilmington, North Carolina area for approximately $5,700,000, which included, $4,370,000 in cash, the assumption of $768,000 in liabilities and a $560,000 note payable. Medac remains an urgent care operating entity, owned by a single physician under which ACSH Management has entered into certain agreements summarized below. Due to North Carolina law, after we acquired substantially all Medac’s assets and assumed certain liabilities, the remaining ownership of Medac consisted of a physician with patient related decision making ability. ACSH Management has the power to direct certain of Medac’s significant activities and has the right to receive benefits from Medac that are significant to Medac. Accordingly, ACSH Management is considered to control Medac and have obligations to absorb residual risks and receive residual benefits. Therefore, we are realizing the benefit of the Medac Asset Acquisition though subleases, a management services agreement and other contractual arrangements. We have determined, therefore, that Medac is a variable interest entity and that ACSH Management is the primary beneficiary. The acquired business, and related VIE, have been included in our results since the date of closing, which includes revenues of $442,000. In connection with the Medac Assets Acquisition, ACSH and Medac entered into a management services agreement. Under the terms of the management services agreement, ACSH Management agreed to manage the non-clinical operations of the Medac centers and to assist in Medac’s provision of administrative and staffing services to an emergency medicine physician group, each in exchange for a fixed management fee, which fee may be adjusted by ACSH Management no more frequently than annually. The initial term of the agreement is ten years from the closing date, with an automatic renewal of five additional years unless either party provides written notice to the other at least 180 days before the expiration of the initial term. The agreement also contains customary confidentiality, termination and indemnification provisions. ACSH Management entered into a $1.0 million secured line of credit for the benefit of Medac to fund certain of Medac’s operating losses and to cover costs necessary to expand the Medac brand in North Carolina. We are committed to fund Medac’s operating losses and costs necessary to expand its operations. Outstanding balances under the line of credit accrue interest at an annual rate of five percent (5%), payable monthly, are secured by certain assets owned by Medac, and are due on demand. No amounts were advanced under this agreement at December 31, 2015. The following table provides a detailed breakdown of the purchase price that was paid in 2015 for the Medac assets (in thousands): Medac Cash consideration in purchase agreement $ 4,370 Deferred consideration in purchase agreement 560 Valuation adjustment to promissory note (38 ) Deferred consideration, as adjusted 522 Total purchase price* $ 4,892 *Presented net of all adjustments and assumed liabilities. The assets and liabilities of the acquired businesses were recorded in the Company's consolidated financial statements at their estimated fair values as of the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Goodwill arising from the acquisition consists largely from a trained workforce in place and expected synergies that we expect to realize by combining the operations of multiple urgent and primary care businesses. A summary of the 2015 assets acquired and liabilities assumed is as follows (in thousands): Medac Cash $ 91 Accounts receivable 741 Other current assets 44 Property and equipment 1,540 Identifiable intangible assets 1,670 Goodwill 1,574 Total assets acquired 5,660 Liabilities assumed (768 ) Net assets acquired $ 4,892 Approximately $222,000 of transaction costs were expensed related to this acquisition during the year ended December 31, 2015. The liabilities assumed are subject to final approval and any adjustment in 2016 will result in a revision to goodwill. During the year ended December 31, 2014, we consummated five transactions supporting our entry into the urgent and primary care market. A summary of the acquisitions is as follows (dollars in thousands): Business Acquired State Sites Date of Purchase Price CorrectMed Georgia 2 May 8, 2014 $ 2,649 Bay Walk-In Clinic Florida 2 August 29, 2014 2,024 Mid-South Urgent Care Alabama 3* September 12, 2014 1,554 MedHelp Georgia 1 October 31, 2014 880 Stat Medical Care Virginia 2 December 31, 2014 1,379 $ 8,486 *At the time of closing of this transaction, the seller had two operating centers and the third center in Springville, Alabama, was under development. On May 8, 2014, our wholly-owned subsidiary, ACSH Georgia, purchased from CorrectMed, LLC and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Locust Grove, Georgia and Decatur, Georgia. On August 29, 2014, our wholly-owned subsidiary, ACSH Florida, purchased from Bay Walk-In Clinic, Inc. and other sellers substantially all the assets used in the operation of two urgent care centers located in Panama City and Panama City Beach, Florida. On September 12, 2014, our wholly-owned subsidiary, ACSH Urgent Care, purchased from Jason C. Junkins, M.D. all of the issued and outstanding shares of common stock of Mid-South Urgent Care, Inc. On the acquisition date, this entity operated two urgent care centers in Rainbow City and Hueytown, Alabama. A third clinic in Springville, Alabama that was under development on the acquisition date was opened in the fourth quarter of 2014. On October 31, 2014, ACSH Georgia purchased from Thinh D. Nguyen, M.D. and Han C. Phan all of the outstanding membership units of MedHelp, LLC, which operated an urgent-care center in Alpharetta, Georgia until January 15, 2016, when we decided to close down these operations. See Note 19 – Subsequent Events On December 31, 2014, our wholly-owned subsidiary, ACSH Virginia, purchased from Stat Medical Care, P.C. and other sellers substantially all of the assets and assumed certain liabilities used in the operation of two urgent care centers located in Fairfax and Gainesville, Virginia. In each of these transactions, a portion of the purchase price was paid in cash on the closing date, and the remainder of the purchase prices was paid by issuing promissory notes to the sellers. See Note 8 – Lines of Credit, Promissory Notes, and Notes Payable The following table provides a detailed breakdown of the purchase price that was paid in each 2014 acquisition (in thousands): CorrectMed Bay Walk-In Mid-South MedHelp Stat Medical Total Cash consideration in purchase agreement* $ 2,180 $ 1,500 $ 1,350 $ 780 $ 1,328 $ 7,138 Adjustments on closing date 4 - 34 13 - 51 Cash consideration, as adjusted 2,184 1,500 1,384 793 1,328 7,189 Deferred consideration in purchase agreement 500 700 150 100 50 1,500 Adjustments for working capital (46 ) (170 ) 15 (15 ) - (216 ) Valuation adjustments to promissory notes 11 (6 ) 5 2 1 13 Deferred consideration, as adjusted 465 524 170 87 51 1,297 Total purchase price $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 *$268,000 was due to seller, Stat Medical Care, as of December 31, 2014. The assets and liabilities of the acquired businesses were recorded in the Company's consolidated financial statements at their estimated fair values as of the acquisition date. The excess value of the consideration paid over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Goodwill arising from the acquisition is largely attributable to the presence of a trained workforce in place and expected synergies that we expect to receive by combining the operations of multiple urgent and primary care businesses. A summary of the 2014 assets acquired and liabilities assumed is as follows (in thousands): Acquisition Activity CorrectMed Bay Walk-In Clinic Mid-South Urgent Care MedHelp Stat Medical Care Total Accounts receivable $ 221 $ 153 $ 147 $ 28 $ 150 $ 699 Other current assets 48 - 32 37 - 117 Property and equipment 1,325 63 1,205 180 211 2,984 Identifiable intangible assets 110 97 105 600 60 972 Goodwill 1,871 1,788 1,437 44 973 6,113 Total assets acquired 3,575 2,101 2,926 889 1,394 10,885 Liabilities assumed (926 ) (77 ) (1,227 ) (9 ) (15 ) (2,254 ) Deferred tax liability - - (145 ) - - (145 ) Net assets acquired $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 The goodwill and other identifiable intangible assets generated from the CorrectMed, Bay Walk-In, MedHelp, Stat Medical Care, and Medac transactions are deductible for federal income tax purposes. The goodwill and other identifiable intangible assets generated from the Mid-South Urgent Care transaction are not deductible for federal income tax purposes. We recorded a deferred tax liability of approximately $145,000 related to the non-deductibility and the basis differences on acquired assets. As a result, our deferred tax asset valuation allowance was reduced by $145,000, which is reflected as a reduction in the income tax expense on the Consolidated Statements of Operations for the year ended December 31, 2015. During the year ended December 31, 2015, there was a measurement period adjustment to Stat Medical Care preliminary accounts receivable balance due to more accurate information regarding the accounts receivable balance as of the acquisition date. Accounts receivable was increased $69,000 and goodwill was decreased by the same amount. Approximately $333,000 of transaction costs were expensed related to these acquisitions during the year ended December 31, 2014. The following table provides certain pro forma financial information for the Company’s continuing operations as if the Medac Asset and 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. Year Ended December 31, (in thousands, except per share amounts) 2015 2014 Net revenue Urgent and primary care 17,376 11,606 Service agreement 1,803 1,759 Total net revenue 19,179 13,365 (Loss) from continuing operations $ (11,908 ) $ (7,020 ) Basic net (loss) per common share $ (1.58 ) $ (1.10 ) Diluted net (loss) per common share $ (1.93 ) $ (1.10 ) |
Note 5 - Discontinued Operation
Note 5 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 5. Discontinued Operations We are presenting our ancillary network business as discontinued operations in our consolidated statements of operations, and the related asset and liability accounts are presented as held for sale in our consolidated balance sheets. Amounts previously reported have been reclassified, as necessary, to conform to this presentation to allow for meaningful comparison of continuing operations. The ancillary network business offers cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. 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. Since October 1, 2014, HealthSmart has managed our ancillary network business under a management services agreement. Major classes of assets and liabilities of the ancillary network business held for sale are as follows (in thousands): Year Ended December 31, 2015 2014 Accounts receivable $ 1,589 $ 2,548 Prepaid expenses and other current assets 43 531 Deferred income taxes 18 18 Total current assets held for sale 1,650 3,097 Property and equipment, net 588 883 Intangible assets, net 406 512 Total other assets held for sale 994 1,395 Total assets held for sale $ 2,644 $ 4,492 Due to service providers $ 3,225 $ 2,308 Due to HealthSmart 2,210 1,225 Total current liabilities held for sale 5,435 3,533 Total liabilities held for sale $ 5,435 $ 3,533 Summary results of operations for the ancillary network business were as follows (in thousands): Year Ended December 31, 2015 2014 Net revenues $ 19,027 $ 23,146 Operating expenses: Provider payments 14,150 16,241 Administrative fees 1,052 1,127 Other operating costs 4,214 4,784 Depreciation and amortization 404 628 Total operating expenses 19,820 22,780 Gain on disposal of assets - 108 Income (loss) from discontinued operations $ (793 ) $ 474 We recognize revenue on the services that we provide, which include (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. Payments to providers is the largest component of our cost of revenues and it consists of payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients. |
Note 6 - Revenue Recognition, A
Note 6 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Revenue Recognition, Accounts Receivable and Concentration of Credit Risk [Text Block] | 6. Revenue Recognition and Accounts Receivable In our urgent and primary care business, we have agreements with governmental and other third-party payors that provide for payments to us based on contractual adjustments to our established rates. Net revenue is reported at the time service is rendered at the estimated net realizable amounts, after giving effect to estimated contractual amounts from patients, third-party payors and others, and an estimate for bad debts. Contractual adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: · Commercial and HMO · Medicare In establishing allowance for bad debts, we consider historical collection experience, the aging of the account, payor classification and patient payment patterns. We adjust this allowance prospectively. We collect payment from our uninsured patients at the time of service. Below is a summary of accounts receivable as of December 31, 2015, and revenues for the period ending December 31, 2015, for our urgent and primary care business. We entered the urgent and primary care business in May 2014. (in thousands) 2015 2014 Accounts receivable $ 3,236 $ 2,434 Less: Estimated allowance for contractual adjustments and uncollectible amounts (1,738 ) (847 ) Accounts receivable, net $ 1,498 $ 1,587 (in thousands) 2015 2014 Gross revenue $ 19,578 $ 7,259 Less: Provision for estimated contractual adjustments and uncollectible amounts (9,554 ) (3,353 ) Net revenue $ 10,024 $ 3,906 |
Note 7 - Capital and Operating
Note 7 - Capital and Operating Lease Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | 7. Capital and Operating Lease Obligations The following is a schedule of the future required payments under our lease agreements in effect at December 31, 2015 (in thousands): Capital Leases Operating Total 2016 $ 298 $ 1,475 $ 1,773 2017 288 1,333 1,621 2018 276 1,201 1,477 2019 273 1,147 1,420 2020 286 896 1,182 Thereafter 2,612 4,117 6,729 Total minimum lease payments 4,033 $ 10,169 $ 14,202 Less amount representing interest (2,269 ) Present value of net minimum obligations 1,764 Less current obligation under capital lease 134 Long-term obligation under capital lease $ 1,630 |
Note 8 - Lines of Credit, Promi
Note 8 - Lines of Credit, Promissory Notes, and Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Lines of Credit, Promissory Notes, and Notes Payable Below is a summary of our short-term and long-term debt obligations. Lines of Credit On July 30, 2014, we entered into a credit agreement with Wells Fargo providing for a $5,000,000 revolving line of credit. On December 4, 2014, we entered into a second credit agreement with Wells Fargo, providing for a $6,000,000 revolving line of credit. On August 12, 2015, we increased the line of credit under the December 4, 2014 credit agreement from $6,000,000 to $7,000,000. We refer to these two agreements as our credit agreements. Our obligations 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. The July 30, 2014 credit agreement matures on June 1, 2016. All borrowings under the December 2014 credit agreement are due and payable on October 1, 2016. The obligations under the credit agreements are secured by all the assets of the Company and its subsidiaries. The credit agreements include ordinary and customary covenants related to, among other things, additional debt, further encumbrances, sales of assets, and investments and lending. Borrowings under the credit agreements are also secured by guarantees provided by certain officers and directors of the Company, among others. On July 30, 2014, we issued to the guarantors of the July 2014 obligations, warrants to purchase an aggregate of 800,000 shares of our common stock in consideration of their guaranteeing such indebtedness. The July 2014 warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. In addition, on December 4, 2014, we issued to the guarantors of the December 2014 obligations, warrants to purchase an aggregate of 960,000 shares of our common stock in consideration of their guaranteeing such indebtedness. The December 2014 warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. In connection with the $1,000,000 increase in the line of credit under the December 2014 credit agreement, we issued warrants to the guarantors to purchase an additional 300,000 shares of our common stock in consideration of their guaranteeing such indebtedness. These warrants, referred to as the August 12, 2015 warrants, vested immediately and are exercisable at any time prior to their expiration on August 12, 2020. As of December 31, 2015, we had outstanding borrowings of $5,000,000 under our July 2014 credit agreement and $6,100,000 under our December 2014 credit agreement. Amounts outstanding under these credit agreements were recorded as a current liability on our consolidated balance sheet as of December 31, 2015, since both credit agreements mature in 2016. Substantially all of the borrowings under the credit agreements were used to finance acquisition activity, fund losses, and $200,000, which is not currently available to be borrowed by us, was used to secure a bond required to obtain a state license for our ancillary network business. The weighted-average interest rate on these borrowings was 2.18% as of December 31, 2015. Promissory Notes and Notes Payable In 2015, as part of the Medac Asset Acquisition, the Company issued a promissory note for $560,000, payable to the seller. This note was subsequently adjusted to $522,000 due to a valuation adjustment related to the purchase of Medac, see Note 4 - Acquisition and Variable Interest Entity In 2014, as part of the purchase consideration for one of our urgent and primary care acquisitions, the Company issued a promissory note for $289,000 that was payable to a seller in August 2015. During the year ended December 31, 2015, the promissory note was cancelled and therefore we have recorded a one-time gain of $289,000. The following is a summary of all Company debt as of December 31, 2015 (in thousands): Revolving line of credit $ 11,100 Promissory notes, related to acquisitions 732 Total debt 11,832 Less current maturities 11,310 Long-term debt $ 522 The long-term debt balance of $522,000 matures in 2017. |
Note 9 - Property and Equipment
Note 9 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 9. Property and Equipment Property and equipment, net, consists of the following (dollars in thousands): Useful Lives (years) 2015 2014 Computer equipment 3 - 5 $ 791 $ 419 Medical equipment 5 872 626 Furniture and fixtures 5 577 390 Vehicles 5 - 43 Leasehold improvements 7 - 13 3,197 2,151 Construction in progress 119 - 5,556 3,629 Accumulated depreciation and amortization (697 ) (190 ) Property and equipment, net $ 4,859 $ 3,439 |
Note 10 - Goodwill, Intangible
Note 10 - Goodwill, Intangible Assets and Impairment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 10. Goodwill, Intangible Assets and Impairment Identifiable intangible assets acquired in the urgent and primary care transactions during 2014 and 2015 are comprised of relationships with patients and contracts that drive patient volume into the acquired centers, each of which results in a recurring revenue stream. Identifiable intangible assets and related accumulated amortization consist of the following as of the dates presented (in thousands): Year Ended December 31, 2015 2014 Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 2,642 $ 972 Accumulated amortization (189 ) (47 ) Intangible asset impairment (568 ) - Total intangibles, net $ 1,885 $ 925 Changes in goodwill for the year ended December 31, 2015 consisted of the following (in thousands): Balance at December 31, 2014 $ 6,182 Measurement period adjustment (69 ) Acquisition 1,574 Impairment (1,766 ) Goodwill at December 31, 2015 $ 5,921 Determining the fair value of a reporting unit for goodwill impairment testing requires the exercise of significant judgment, including judgments about the appropriate discount rates, growth rates, weighted average costs of capital, economies of scale and the amount and timing of expected future cash flows. The judgments used in determining the fair value of our reporting units was based on significant unobservable inputs which causes the determination of the implied fair value of goodwill to fall within level 3 of the generally accepted accounting principle fair value hierarchy. The cash flows employed in the DCF analyses are based on the most recent budgets and business plans, as well as various growth rate assumptions for years beyond the current business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows of the reporting unit. The discount rates utilized in the 2015 analyses ranged from 18% to 19%. The range of growth rates utilized in the DCF analyses varied significantly by reporting unit and year based on the current business plans. The weighted average costs of capital used in the 2015 analyses were approximately 14%. We note that we expect to achieve economies of scale while achieving our growth targets. If these economies of scale are not realized, impairment charges will likely be recognized in subsequent periods. Failure to execute our business plan for any of our reporting units could have a negative effect on the fair value of such reporting unit, and increase the risk of goodwill impairment in the future. We evaluate the recoverability of the carrying amount of intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through future cash flows. Factors that could trigger an impairment review include a significant decrease in the market value of an asset or significant negative or economic trends. During the year ended December 31, 2015, the carrying amounts of goodwill and intangible customer relationships for several underperforming reporting units were deemed to be not fully recoverable. Fair value was determined using the income approach from the Company’s internal cash flow projections and a discount rate indicative of the return an investor would expect to receive for investing in the Company which are Level 3 measurements. As a result, impairment charges on goodwill of $1,766,000 were recognized in 2015. Impairment charges on customer relationship intangibles of $568,000 were also recognized in 2015. We had total impairment charges of $2,440,000 during the year ended December 31, 2015, which included a $106,000 impairment charge on fixed assets. The details of goodwill and intangible impairment for urgent and primary care business reporting units are as follows for 2015 (in thousands): CorrectMed MedHelp Stat Medical Care Total Gross goodwill value $ 1,871 $ 44 $ 973 $ 2,888 Impairment of goodwill (749 ) (44 ) (973 ) (1,766 ) Remaining goodwill value $ 1,122 $ - $ - $ 1,122 Gross intangible value $ 110 $ 600 $ 60 $ 770 Amortization (37 ) (80 ) (12 ) (129 ) Impairment of intangible - (520 ) (48 ) (568 ) Intangible value, net $ 73 $ - $ - $ 73 Total amortization expense related to intangibles was approximately $141,000 and $47,000 during the years ended December 31, 2015 and 2014, respectively. The patient relationships and contracts are being amortized using the straight-line method over their estimated useful lives of five to ten years. Estimated annual amortization expense relating to intangibles is as follows (in thousands): Years ending December 31, Urgent and Primary Care 2016 $ 229 2017 229 2018 229 2019 202 2020 167 Thereafter 829 Total $ 1,885 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 11. Income Taxes Income tax provisions for the years ended December 31, 2015 and 2014, differed from the U.S. federal income tax rate of approximately 34% in the amounts indicated as a result of the following (in thousands): 2015 2014 Computed "expected" tax provision (benefit) $ (4,525 ) $ (2,276 ) Increase in the valuation allowance for deferred tax assets 5,370 2,287 Shortfall on stock options, warrants, and RSUs - 215 State taxes 15 12 Permanent items (893 ) 45 Tax benefit related to stock acquisition - (145 ) Other 49 (68 ) Total income tax provision $ 16 $ 70 Differences between financial accounting principles and tax laws cause differences between the basis of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consist of the following (in thousands): 2015 2014 Deferred tax assets: Operating loss carryforward $ 9,162 $ 4,951 Accounts receivable allowance 699 401 Texas tax credit carryforward 18 215 Stock option compensation 1,167 1,121 Goodwill and intangibles 1,233 403 Finance costs - 209 Accrued expenses 359 209 Alternative minimum tax credit carryforwards 16 16 Total deferred tax assets 12,654 7,525 Deferred tax liabilities: Property and equipment (303 ) (518 ) Prepaid expense (70 ) (96 ) Total deferred tax liabilities (373 ) (614 ) Valuation allowance (12,263 ) (6,893 ) Net deferred tax assets $ 18 $ 18 During the years ended December 31, 2015 and 2014, we increased the valuation allowance by approximately $5,370,000 and $2,287,000, respectively, which was included in the income tax provision for the years ended December 31, 2015 and 2014. Due to the nature and timing of the reversal of the deferred tax assets and liabilities, the valuation allowance was established against the net deferred tax assets with the exception of a portion of the Texas tax credit carryforward of approximately $18,000. As of December 31, 2015 and 2014, the net operating loss carryforwards were approximately $31,600,000 and $19,600,000, respectively, which expire from 2025 through 2034. Included in the net operating loss carryforward is approximately $5,400,000 which related to the excess tax benefits for stock options and warrants exercised which will result in a credit to additional paid-in capital of approximately $1,900,000 when the associated tax deduction results in a reduction in the income taxes payable. The income tax provision shown on the statements of operations for the years ended December 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Current $ 16 $ 12 Deferred - 58 $ 16 $ 70 |
Note 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 12. Stock-Based Compensation Stock Options On May 16, 2005, stockholders approved the 2005 Stock Option Plan (the "2005 Plan") which then (i) authorized options to purchase 749,776 shares and (ii) established the class of eligible participants to include employees, nominees to the Board of Directors of the Company and consultants engaged by the Company. Stock options granted under the 2005 Plan may be of two types: (1) incentive stock options and (2) nonqualified stock options. The option price of such grants is determined by a Committee of the Board of Directors (the "Committee"), but not less than the estimated fair value of the common stock at the date the option is granted. The Committee fixes the terms of the grants with no option term lasting longer than ten years. The ability to exercise such options is determined by the Committee when the options are granted. On May 19, 2009, stockholders of the Company approved the 2009 Equity Incentive Plan (the "2009 Plan"). The purpose of the 2009 Plan is (a) to allow selected employees and officers of the Company to acquire and increase equity ownership in the Company, which will strengthen their commitment to the success of the Company, and to attract new employees, officers and consultants; (b) to optimize the profitability and growth of the Company through incentives that are consistent with the Company's goals; (c) to provide grantees an incentive for individual excellence; (d) to promote teamwork; and (e) to attract and retain highly-qualified persons to serve as non-employee directors. The 2009 Plan allows for awards of non-qualified options, stock appreciation rights, restricted shares, performance units/shares, deferred stock, dividend equivalents and other stock-based awards up to 500,000 shares. The term of the 2009 Plan is ten years and all non-qualified options will be valued at not less than 100% of the market value of the Company's stock on the date of grant. On June 3, 2014, stockholders voted to increase the number of shares subject to the 2009 Plan from 500,000 shares to 2,000,000 shares, and on May 21, 2015, stockholders approved the Amended and Restated 2009 Equity Incentive Plan (the "Amended and Restated 2009 Plan") which, among other things, removed former Article 13 and related provisions of the 2009 Plan limiting the types of awards that may be made to non-employee directors and added restricted stock units and deferred stock units to the types of awards authorized under the 2009 Plan. Shares of common stock reserved for future grants under the 2005 Plan and the Amended and Restated 2009 Plan (the "Plans") were 1,575,320 and 1,381,914 at December 31, 2015 and 2014, respectively. Compensation expense related to all equity awards, including non-qualified stock options, incentive stock options, and restricted stock units, that has been charged against income for the years ended December 31, 2015 and 2014, was approximately $500,000 and $592,000, respectively. The awards granted to employees and non-employee directors become exercisable over periods of up to five years. The fair value of each award granted is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Volatility is calculated using an analysis of historical volatility. The expected lives of options and forfeiture rates are determined based on our historical share option exercise experience. We believe the historical experience method is the best estimate of future exercise patterns currently available. The risk-free interest rates are determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the awards. The expected dividend yields are based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented: 2015 2014 Weighted average grant date fair value $ 0.74 $ 2.00 Weighted average assumptions used: Expected volatility 83.9 % 72.8 % Expected lives (years) 4.7 5.0 Risk free interest rate 1.5 % 1.7 % Forfeiture rate 39.5 % 29.5 % Dividend rate 0 % 0 % A summary of stock option activity is as follows: Options Weighted Average Outstanding at December 31, 2013 750 $ 4.74 Granted 734 2.26 Forfeited (214 ) 2.13 Cancelled (25 ) 6.34 Outstanding at December 31, 2014 1,245 3.69 Granted 511 1.24 Forfeited (488 ) 2.25 Cancelled (243 ) 5.18 Expired (24 ) 0.93 Exercised (39 ) 1.12 Outstanding at December 31, 2015 962 $ 2.92 Exercisable at December 31, 2015 425 $ 4.91 As of December 31, 2015, the weighted-average remaining contractual life of the options outstanding was 4.4 years and the weighted-average remaining contractual life of the outstanding exercisable options was 1.6 years. The total intrinsic value of options outstanding at December 31, 2015 and 2014 was approximately $0 and $774,000, respectively. The total intrinsic value of the options that are exercisable at December 31, 2015 and 2014 was approximately $0 and $274,000, respectively. There were 38,859 and 308 shares exercised during the years ended December 31, 2015 and 2014, respectively, with intrinsic values of approximately $47,000 and $390, respectively. Compensation expense related to stock options charged to operations during 2015 and 2014 was approximately $244,000 and $384,000, respectively. As of December 31, 2015, there was approximately $268,000 of total unrecognized compensation cost related to non-vested non-qualified stock options granted under the plan. The cost is expected to be recognized over a weighted-average period of 3.95 years. Restricted Stock Units We issued restricted stock units ("RSUs") to certain employees and the Board of Directors during the twelve months ended December 31, 2009. As RSUs vest, they are convertible into shares of our common stock. The RSUs are valued at the market price of our stock on the measurement date, which is the date of grant. Compensation expense is recognized ratably over the vesting period. Our future estimated forfeiture rate on RSUs is 5% as the RSUs have been awarded primarily to members of our Board of Directors and members of our senior management. At our 2013 Annual Meeting, the Board of Directors approved a compensation plan that provided for an annual grant of RSUs to non-employee directors on the date of our annual meeting of stockholders. During the year ended December 31, 2014, 50,000 RSUs were granted to our directors. An additional 55,000 RSUs were granted to members of senior management of the Company during the twelve months ended December 31, 2014. A summary of RSU activity is as follows: RSUs Weighted Average Outstanding at December 31, 2013 51 $ 2.40 Granted 105 3.49 Outstanding at December 31, 2014 156 3.08 Converted into common stock (156 ) 3.08 Outstanding at December 31, 2015 - $ - Vested and convertible to common stock at December 31, 2015 - $ - Restricted Stock The Board of Directors or designated committee may award restricted stock consisting of shares which remain subject to a risk of forfeiture and may not be disposed of by participants until certain restrictions established by the Board of Directors or the designated committee lapse. A participant receiving restricted stock will have all of the rights of a stockholder of our Company, including the right to vote the shares and the right to receive any dividends, except as otherwise provided in the award agreement. Upon the participant’s termination of affiliation with the Company and all of our subsidiaries during the restriction period, restricted stock will be forfeited, subject to such exceptions, if any, as are provided in the award agreement or any other agreement with the participant. In the year ended December 31, 2015, 50,000 shares of restricted stock were granted to our Board of Directors as director compensation. Restricted stock awards are valued at the market price of our stock on the measurement date, which is the date of grant. Compensation expense is recognized ratably over the vesting period. Compensation expense related to RSUs and restricted stock charged to operations during 2015 and 2014 was approximately $256,000 and $208,000, respectively. As of December 31, 2015, there was approximately $24,000 of total unrecognized compensation cost related to non-vested restricted stock granted under the plan. The cost is expected to be recognized over a weighted-average period of 0.4 years. |
Note 13 - Warrants
Note 13 - Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Warrants [Text Block] | 13. Warrants We had outstanding warrants to purchase 13,167,396 shares and 1,782,222 shares of our common stock as of December 31, 2015 and December 31, 2014, respectively. 6,142,560 and 1,486,222 warrants to purchase common stock held by related parties of our Company as of December 31, 2015 and December 31, 2014, respectively. Warrants to purchase 11,085,174 shares of common stock were issued in the 2015 Offering. Warrants to purchase 2,060,000 shares of common stock were issued in 2014 and 2015 to individuals who provided guarantees in connection with our lines of credit. The remaining warrants to purchase 22,222 shares of common stock were issued in 2012 and expire on February 1, 2017 and have an exercise price of $1.50 per share. Warrants Issued in 2015 Offering In the 2015 Offering, we issued warrants to purchase 9,642,857 shares of common stock to investors who purchased Class A Units. Warrants to purchase 1,071,750 shares of common stock were issued to investors who purchased Class B Units. In addition, warrants to purchase 370,567 shares of common stock were sold to the underwriter of the 2015 Offering. All of these warrants have a fixed exercise price of $0.875 per share and expire on December 9, 2020. As of December 31, 2015, none of these warrants had been exercised. August 12, 2015 Warrants On August 12, 2015, we issued warrants to individuals who provided guarantees in connection with a $1,000,000 increase to our December 2014 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 300,000 shares of our common stock. The warrants vested immediately and are exercisable any time prior to their expiration on August 12, 2020. The warrants initially had anti-dilution provisions, under which the warrants' strike price could change if certain future events occurred. Some of the anti-dilution provisions of warrants issued to our officers and directors do not become effective unless and until they are approved by our stockholders. When the warrants were issued, they allowed warrant holders to purchase shares of our common stock for $1.70 per share, which was equal to the closing market price of our common stock on August 12, 2015. On August 28, 2015, restricted stock was awarded to our directors pursuant to our director compensation plan. In accordance with the anti-dilution provisions of the warrant contracts, the warrants’ strike price was reduced to $1.46 per share, which was equal to the closing market price of our common stock on August 28, 2015. On December 8, 2015, the warrants’ strike price with respect to 50,010 shares of common stock was further reduced to $0.70 per share, which was equal to the price at which Class A units were sold in the 2015 Offering. Adjustments to the strike price of warrants to purchase 249,990 shares of our common stock issued to our officers and directors do not become effective unless and until they are approved by our stockholders. All warrant holders have waived their rights to any further adjustments to the warrants’ strike price after December 8, 2015. Because the warrants’ strike price was subject to adjustment, the warrants were initially reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants' fair value of $347,000. A corresponding entry was made to deferred loan fees. Deferred loan fees, an asset on our balance sheet, are being amortized over the life of the line of credit agreement, which expires on October 1, 2016. During the year ended December 31, 2015, we recognized $124,000 of amortization expense on this asset. Prior to December 8, 2015, the warrant liability was adjusted to the warrants' fair value at the end of each reporting period. Increases (decreases) in the warrant liability were reported as unrealized losses (gains) and reported as a component of interest expense on the Company's statements of operations. On December 8, 2015, the warrants were adjusted to their estimated fair value of $126,000. The Company's statements of operations for the year ended December 31, 2015 includes an unrealized (gain) of ($221,000). The unrealized gain corresponds with the decrease in the warrant liability between August 12, 2015 and December 8, 2015. On December 8, 2015, the warrants’ strike price was fixed at $0.70 per share. At that time, the warrants were reclassified as equity and reported as additional paid-in capital. The warrants will not be adjusted to fair value in any reporting period after December 8, 2015. Prior to December 8, 2015, the warrants' fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions were applicable if our common stock was issued in certain transactions at a price below the warrants’ exercise price. On August 12, 2015, we assumed that there was a 95% probability that the Company would issue common stock in at least one of those transactions in the remainder of 2015. If the market price of the Company's stock was less than the warrants' exercise price on the date of such issuance, we assumed that the warrants' exercise price would be reduced, in accordance with the terms of the warrant agreements. On December 8, 2015, we assumed that the warrants’ strike price was fixed for the remainder of the warrants’ term. Additional assumptions we used in our valuation calculations were as follows: December 8, 2015 August 12, 2015 Stock price $ 0.63 $ 1.70 Volatility 90.0 % 82.5 % Risk-free interest rate 1.68 % 1.52 % Exercise price $ 0.70 $ 1.70 Expected life (years) 4.68 5 Dividend yield 0 % 0 % December 4, 2014 Warrants On December 4, 2014, we issued warrants to individuals who provided guarantees in connection with a $6,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 960,000 shares of our common stock. The warrants vested immediately and are exercisable any time prior to their expiration on December 4, 2019. The warrants initially had anti-dilution provisions, under which the warrants' strike price could change if certain future events occurred. When the warrants were issued, they allowed warrant holders to purchase shares of our common stock for $2.71 per share, which was equal to the closing market price of our common stock on December 4, 2014. On August 28, 2015, restricted stock was awarded to our directors pursuant to our director compensation plan. In accordance with the anti-dilution provisions of the warrant contracts, the warrants’ strike price was reduced to $1.46 per share, which was equal to the closing market price of our common stock on August 28, 2015. On December 8, 2015, the warrants’ strike price was further reduced to $0.70 per share, which was equal to the price at which Class A units were sold in the 2015 Offering. All warrant holders have waived their rights to any further adjustments to the warrants’ strike price after December 8, 2015. Because the warrants’ strike price was subject to adjustment, the warrants were initially reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants' fair value of $1,660,000. A corresponding entry was made to deferred loan fees. Deferred loan fees, an asset on our balance sheet, are being amortized over the life of the line of credit agreement, which expires on October 1, 2016. During the years ended December 31, 2015 and December 31, 2014, we recognized $960,000 and $92,000 of amortization expense, respectively, on this asset. Prior to December 8, 2015, the warrant liability was adjusted to the warrants' fair value at the end of each reporting period. Increases (decreases) in the warrant liability were reported as unrealized losses (gains) and reported as a component of interest expense on the Company's statements of operations. On December 31, 2014 and December 8, 2015, the warrants were adjusted to their estimated fair value of $1,790,000 and $376,000, respectively. The Company's statements of operations for the years ended December 31, 2015 and December 31, 2014 include an unrealized gain of $1,414,000 and an unrealized loss of $130,000, respectively. The unrealized gain and unrealized loss correspond with the changes in the warrant liability over the respective periods. On December 8, 2015, the warrants’ strike price was fixed at $0.70 per share. At that time, the warrants were reclassified as equity and reported as additional paid-in capital. The warrants will not be adjusted to fair value in any reporting period after December 8, 2015. Prior to December 8, 2015, the warrants' fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions were applicable if our common stock was issued in certain transactions at a price below the warrants’ exercise price. On December 4, 2014 and December 31, 2014, we assumed that there was a 100% probability that the Company would issue common stock in at least one of those transactions in the second half of 2015. If the market price of the Company's stock was less than the warrants' exercise price on the date of such issuance, we assumed that the warrants' exercise price would be reduced, in accordance with the terms of the warrant agreements. On December 8, 2015, we assumed that the warrants’ strike price was fixed for the remainder of the warrants’ term. Additional assumptions we used in our valuation calculations were as follows: December 8, 2015 December 31, 2014 December 4, 2014 Stock price $ 0.63 $ 2.90 $ 2.71 Volatility 90.0 % 72.5 % 72.5 % Risk-free interest rate 1.47 % 1.65 % 1.59 % Exercise price $ 0.70 $ 2.71 $ 2.71 Expected life (years) 3.99 4.93 5 Dividend yield 0 % 0 % 0 % July 30, 2014 Warrants On July 30, 2014, we issued warrants to individuals who provided guarantees in connection with a $5,000,000 line of credit that was obtained by us on that same date. The warrants allow the warrant holders to purchase a total of 800,000 shares of our common stock. The warrants vested immediately and are exercisable any time prior to their expiration on October 30, 2019. The warrants initially had anti-dilution provisions, under which the warrants' strike price could change if certain future events occurred. When the warrants were issued, they allowed warrant holders to purchase shares of our common stock for $3.15 per share, which was $0.01 per share higher than the closing market price of our common stock on July 30, 2014. On August 28, 2015, restricted stock was awarded to our directors pursuant to our director compensation plan. In accordance with the anti-dilution provisions of the warrant contracts, the warrants’ strike price was reduced to $1.46 per share, which was equal to the closing market price of our common stock on August 28, 2015. On December 8, 2015, the warrants’ strike price was further reduced to $0.70 per share, which was equal to the price at which Class A units were sold in the 2015 Offering. All warrant holders have waived their rights to any further adjustments to the warrants’ strike price after December 8, 2015. Because the warrants’ strike price was subject to adjustment, the warrants were initially reported as liabilities on our balance sheet. On the date the warrants were issued, we recognized a warrant liability that was equal to the warrants' fair value of $1,420,000. A corresponding entry was made to deferred loan fees. Deferred loan fees, an asset on our balance sheet, are being amortized over the life of the line of credit agreement, which expires on June 1, 2016. During the years ended December 31, 2015 and December 31, 2014, we recognized $775,000 and $322,000, of amortization expense, respectively, on this asset. Prior to December 8, 2015, the warrant liability was adjusted to the warrants' fair value at the end of each reporting period. Increases (decreases) in the warrant liability are reported as unrealized losses (gains) and reported as a component of interest expense on the Company's statements of operations. On December 31, 2014 and December 8, 2015, the warrants were adjusted to their estimated fair value of $1,410,000 and $310,000, respectively. The Company's statement of operations for the years ended December 31, 2015 and December 31, 2014 include unrealized gains of $1,100,000 and $10,000, respectively. The unrealized gains correspond with the changes in the warrant liability over the respective periods. On December 8, 2015, the warrants’ strike price was fixed at $0.70 per share. At that time, the warrants were reclassified as equity and reported as additional paid-in capital. The warrants will not be adjusted to fair value in any reporting period after December 8, 2015. Prior to December 8, 2015, the warrants' fair value was calculated using the binomial options-pricing model. Pursuant to the terms of the relevant warrant agreements, the anti-dilution provisions were applicable if our common stock was issued in certain transactions at a price below the warrants’ exercise price before a public offering was closed for at least $10,000,000. On July 30, 2014 and December 31, 2014, we assumed that there was a 15% probability that the Company would issue common stock in at least one of those transactions in the second half of 2015. If the market price of the Company's stock was less than the warrants' exercise price on the date of such issuance, we assumed that the warrants' exercise price would be reduced, in accordance with the terms of the warrant agreements. On December 8, 2015, we assumed that the warrants’ strike price was fixed for the remainder of the warrants’ term. Additional assumptions we used in our valuation calculations were as follows: December 8, 2015 December 31, 2014 July 30, 2014 Stock price $ 0.63 $ 2.90 $ 3.14 Volatility 90.0 % 72.5 % 61.5 % Risk-free interest rate 1.47 % 1.65 % 1.83 % Exercise price $ 0.70 $ 3.15 $ 3.15 Expected life (years) 3.89 4.83 5.25 Dividend yield 0 % 0 % 0 % The following information is provided as to our warrants outstanding at December 31, 2014 and 2015: Weighted- Warrants Warrants Warrants Warrants issued before 2014 $ 1.50 22 - 22 Warrants issued July 30, 2014 $ 0.70 800 - 800 Warrants issued December 4, 2014 $ 0.70 960 - 960 Warrants issued August 12, 2015 $ 0.70 - 300 300 Warrants issued December 9, 2015 $ 0.875 - 11,085 11,085 Total $ 0.85 1,782 11,385 13,167 *Exercise price after anti-dilution adjustments The following table summarizes the changes in the derivative warrants' fair values since December 31, 2014 (in thousands): Warrants Warrants Warrants Total Warrant derivative liability as of December 31, 2014 $ 1,410 $ 1,790 $ - $ 3,200 Fair value of outstanding warrants issued on August 12, 2015 - - 347 347 Change in fair value of warrants through December 8, 2015 (1,100 ) (1,414 ) (221 ) (2,735 ) Reclassification of warrant liability to equity on December 8, 2015 (310 ) (376 ) (126 ) (812 ) Warrant derivative liability as of December 31, 2015 $ - $ - $ - $ - |
Note 14 - Fair Value of Financi
Note 14 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 14. Fair Value of Financial Instruments The Company adjusted its warrant derivative liability to fair value at the end of each reporting prior to December 8, 2015, the date the warrant liability was reclassified to equity when warrant holders waived exercise price adjustment provisions. Fair value is an exit price, representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company classifies its fair value measurements for the warrant derivative liability under Level 3, because the valuation models require certain unobservable inputs that may have a material impact on fair value. A table summarizing the activity for the warrant derivative liability is presented in Note 13 - Warrants. |
Note 15 - Employee Benefit Plan
Note 15 - Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 15. Employee Benefit Plans We provide a defined contribution plan for all full-time, permanent corporate employees. Eligible employees may contribute up to 100% of their current compensation to the plan subject to certain statutory limitations. We contribute up to a maximum of 3.5% of an employee's compensation and plan participants are fully vested in our contributions immediately. We made contributions to the plan and charged operations of approximately $17,000 and $109,000 during the years ended December 31, 2015 and 2014, respectively. When we entered into the management services agreement with HealthSmart, effective October 1, 2014, HealthSmart hired substantially all of our ancillary network employees, so we ceased contributing for those persons. |
Note 16 - Related Party Transac
Note 16 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 16. Related Party Transactions On January 10, 2014, we entered into an arrangement with Equity Dynamics, Inc. for monthly strategic consulting services. Such services include acquisition activities and the securing of debt financing. As part of the arrangement, Equity Dynamics, Inc. will receive a monthly fee of $10,000 for performance of such consulting services. Equity Dynamics, Inc. is a company owned by John Pappajohn, and Matt Kinley serves as its Executive Vice President. Mr. Pappajohn and Mr. Kinley are both members of our Board of Directors. In addition, see discussion of other related party transactions in Note 3 – Capital Stock and Stock Offerings Note 13 - Warrants. In connection with the acquisitions of Mid-South, MedHelp, Stat Medical Care, and Medac we retained atleast one of the seller physicians as either employees or independent contractors at closing. Refer to Note 8- Lines of Credit, Promissory Notes, and Notes Payable |
Note 17 - Segment Reporting
Note 17 - Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 17. Segment Reporting As of December 31, 2015 we operated in two segments, urgent and primary care and ancillary network. We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment income for our business segments as income before interest expense, gain or loss on disposal of assets, income taxes, depreciation expense, non-cash amortization of intangible assets, intangible asset impairment, non-cash stock-based compensation expense, shared service expenses, severance charges and any non-recurring costs. Shared services primarily consist of compensation costs for the executive management team, facilities' costs for our corporate headquarters, support services such as finance and accounting, human resources, legal, marketing and information technology and general administration. Shared services also include transactional costs. The following tables set forth a comparison of operations for the following periods presented for our two lines of business and shared services (certain prior year amounts have been reclassified for comparability purposes). Consolidated statements of operations by segment for the respective years ended December 31 are as follows (in thousands): 2015 2014 Urgent and Primary Care Ancillary Network* Shared Services Total Urgent and Primary Care Ancillary Network* Shared Services Total Net revenues $ 10,024 $ 19,027 $ - $ 29,051 $ 3,906 $ 23,146 $ - $ 27,052 Total segment income (loss) (1,253 ) 98 (6,898 ) (8,053 ) 86 994 (5,167 ) (4,087 ) Additional Segment Disclosures: Interest expense 203 - 179 382 106 - 18 124 (Gain)/loss on warrant liability, net of deferred loan fee amortization (657 ) - (219 ) (876 ) 401 - 133 534 Depreciation and amortization expense 561 404 99 1,064 222 628 16 866 Income tax expense (benefit) 16 - - 16 (145 ) 215 - 70 Total asset expenditures 205 - 251 456 347 429 40 816 * Presented as discontinued operations in statement of operations The following provides a reconciliation of reportable segment operating income (loss) to the Company’s consolidated totals (in thousands): 2015 2014 Total segment operating loss $ (8,053 ) $ (4,087 ) Less: Severance charges 388 108 Non-recurring transaction costs 222 333 Ancillary network prepaid write-off 487 - Depreciation and amortization expense 1,064 866 Non-cash stock-based compensation expense 500 592 Impairment charges 2,440 - Non-recurring professional fees 922 166 Operating loss, including discontinued operations (14,076 ) (6,152 ) Gain on cancellation of acquisition promissory note (289 ) - (Gain) on disposal of assets - (108 ) Interest expense 382 115 (Gain)/loss on warrant liability, net of deferred loan fees amortization (876 ) 534 Loss before income taxes, including income (loss) on discontinued operations $ (13,293 ) $ (6,693 ) Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment, and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property and equipment primarily related to information technology assets. Consolidated assets, by segment and shared services, as of the periods presented are as follows: Urgent and Primary Care Ancillary Network* Shared Services Consolidated December 31, 2015 $ 14,920 $ 2,644 $ 3,521 $ 21,085 December 31, 2014 14,082 4,492 2,531 21,105 * Presented as discontinued operations in statement of operations |
Note 18 - Litigation Contingenc
Note 18 - Litigation Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Legal Matters and Contingencies [Text Block] | 18. Litigation Contingencies As of December 31, 2015, we were not involved in, but may in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible to occur, if any, are subject to disclosure. As of December 31, 2015 and December 31, 2014, there was no litigation or contingency with at least a reasonable possibility of a material loss. |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. Subsequent Events On January 15, 2016, we closed the urgent care clinic acquired in the MedHelp acquisition. For the years ended December 31, 2015 and 2014, MedHelp reported net revenues of approximately $555,000 and $168,000, respectively, and net income (loss) amounted to approximately $(941,000) and $43,000, respectively. Included in the 2015 net loss were impairment charges of approximately $671,000 related to goodwill and long-lived assets. After the close of the Company’s fiscal year, GoNow’s Board of Directors made several changes in its executive management: on January 8, 2016, Adam S. Winger, the Company’s VP of Acquisitions, General Counsel and Secretary, was appointed to serve as President and Chief Executive Officer; also on January 8, 2016, James A. Honn, the Company’s Chief Information Officer, was appointed to the additional position of Chief Operating Officer; and on March 4, 2016, Robert Frye, the Company’s Controller and Principal Accounting Officer, was appointed to the additional position of Interim Chief Financial Officer. In March 2016, the Company entered into a strategic development arrangement with Birmingham-based commercial real estate firm Harbert Realty Services (“Harbert”). Under the arrangement, the Harbert agreed to build and develop up to 10 new GoNow Doctors facilities throughout Alabama, Georgia, North Carolina and Florida over the next 12 months. Harbert will pay all costs to acquire the land and construct the facilities according to the Company's plans and specifications in exchange for the Company's entry into a long-term lease. The Company will be Harbert’s preferred urgent care and family medicine tenant, which will confer preferential rights in Harbert’s retail developments. Since December 31, 2015, the Company also implemented several key efficiency measures: as discussed above, the Company closed the Alpharetta, Georgia center acquired in the MedHelp acquisition; in February 2016, the Company refined its billing and coding practices to improve the efficiency of several aspects of its revenue cycle; in March 2016, the Company eliminated a number of positions within the Company; and also in March 2016, the Company finalized the sublease of its existing office space and relocated the corporate headquarters, retaining significantly less space at a more favorable rate. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and a variable interest entity (“VIE”). All material intercompany accounts and transactions are eliminated in consolidation. Certain amounts in the December 2014 financial statements were reclassified in connection with the discontinued operations presentation in order to conform to the December 2015 presentation. |
Liquidity and Managements Plans, Policy [Policy Text Block] | Liquidity and Management’s Plans The financial statements have been prepared on a going concern basis, which contemplates the recoverability of assets and satisfaction of liabilities in the normal course of business. Based on the information below there is a substantial doubt in the Company’s ability to continue as a going concern. We incurred losses from operations in 2014 and 2015 as a result of our entry into the urgent and primary care market. Losses from continuing operations increased to $12.5 million during the year ended December 31, 2015 compared to $7.2 million during the year ended December 31, 2014. In addition, at December 31, 2015 we had a stockholders’ deficit of $1.8 million and a working capital deficit of $13.2 million, including $11.1 million in lines of credit which are set to mature in 2016. During 2015, we received a deficiency letter from NASDAQ Stock Market, LLC (“Nasdaq”) that our stockholders' equity did not meet the $2.5 million minimum required by Nasdaq. The increase in our operating loss, and corresponding reduction in stockholders’ equity, resulted from efforts to integrate our urgent and primary care center sites and from impairment charges amounting to $2.4 million for underperforming urgent and primary care centers. We anticipate we will continue to generate operating losses and use cash in our operations as we integrate and execute our urgent care and primary care strategy and expand our urgent and primary care operations during the next 12 months. We continue to focus efforts to increase patient visits at our urgent and primary care centers and to reduce operating costs at the corporate and center levels. We believe divesting our ancillary network business will enable us to focus our resources more effectively on our urgent and primary care business. Also, we expect to realize the benefits of economies of scale as we expand our urgent and primary care business, which will help us cover our shared service and corporate overhead expenses. We funded our operating losses and acquisition, and satisfied our other obligations, through an equity offering that closed on December 9, 2015 and through borrowing under two lines of credit with a bank that are guaranteed by certain directors and investors. At March 28, 2016 we had cash of approximately $764,000 available to us. Our lines of credit mature in June 2016 and October 2016. Although, we plan to extend the maturity of both lines of credit, there can be no assurance that we will be successful in doing so. We also have obligations due in 2016 of approximately $210,000 for notes related to urgent and primary care acquisitions. We expect to raise additional capital in 2016 to fund anticipated future operating losses, to satisfy our debt obligations as they become due, to facilitate the expansion of our urgent and primary care business, and to address the Nasdaq deficiency; however, there are no assurances we will be able to secure this capital at terms acceptable to us or at all. We may raise such capital through one or more public or private equity offerings, debt financings, borrowings or a combination thereof. If we raise funds through the incurrence of additional debt or the issuance of debt securities, the lenders or purchasers of debt securities may require security that is senior to the rights of our common stockholders. In addition, our incurrence of additional debt could result in the imposition of covenants that restrict our operations or limit our ability to achieve our business objectives. The issuance of any new equity securities will likely dilute the interest of our current stockholders. In light of our historical performance, additional capital may not be available when needed on acceptable terms, or at all. If adequate funds are not available, we will need to, among other things, curb our expansion plans, which would have a material adverse impact on our business prospects and results of operations. In addition, we may be required to reduce our operations, including further reductions in headcount, and sell assets. However, we may be unable to sell assets or undertake other actions to meet our operational needs. As a result, we may be unable to pay our ordinary expenses, including our debt service, on a timely basis. The financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | VIEs The following table provides the balance sheet of Medac Health Services, P.A. ("Medac"), our consolidated VIE (see Note 4 - Acquisitions and Variable Interest Entity Medac Current assets $ 779 Current liabilities 759 Stockholder's equity 20 Total liabilties and stockholder's equity $ 779 |
Segment Reporting, Policy [Policy Text Block] | Segment and Related Information |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Contractual adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. We grant credit without collateral to our patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: · Commercial and HMO · Medicare In establishing an 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. With our recent acquisition of certain assets of Medac, we are recognizing service agreement revenue. Medac leases certain employees to a staffing service under a management services agreement in exchange for a fee. Administrative services are also provided to the staffing service under the agreement for a monthly fee. Revenue related to the agreement is recorded during the period when the services are completed. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs – |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Amortization of assets acquired under capital leases is included as a component of depreciation and amortization expense. Amortization is calculated using the straight-line method over the shorter of the useful lives or terms of the underlying lease agreements. |
Loan Guarantee Fees [Policy Text Block] | Deferred Loan Fees |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Business Combinations , Intangibles – Goodwill and Other Note 10 - Intangible Assets and Impairment |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets – Note 10 - Intangible Assets and Impairment |
Derivatives, Policy [Policy Text Block] | Warrant Derivative Liability – Note 13- Warrants . We computed the fair value of the warrant derivative liability at each reporting period and the change in the fair value is recorded in the statements of operations. The key component in the value of the warrant derivative liability is our stock price, which is subject to significant fluctuation and is not under our control. The resulting effect on our net loss was, therefore, subject to significant fluctuation and continued to be so until the price adjustment features under the warrants were waived. Assuming all other fair value inputs remain constant, we recorded non-cash income/expense with changes in our stock price or when the underlying assumptions in calculating warrant value changed. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development – |
Income Tax, Policy [Policy Text Block] | Income Taxes – ASC 740 , Income Taxes |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation – Note 12 - Stock-Based Compensation |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments – Note 10 - Goodwill, Intangible Assets and Impairment Note 14 - Fair Value of Financial Instruments |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements – Leases (Topic 842) In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) “Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The amendments in this update should be applied prospectively. This guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted for financial statements that have not been issued. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) “Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015-03 – Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share Basic net (loss) and diluted net (loss) per share data were computed as follows (in thousands except per share amounts): Year Ended December 31, 2015 2014 Numerator: (Loss) from continuing operations (12,516 ) (7,237 ) Plus loss allocated to preferred stock 108 - Less deemed distribution to preferred stock (208 ) - (Loss) from continuing operations, common stock (12,616 ) (7,237 ) Less gain on change in fair value of warrant liability 2,734 - (Loss) for diluted earnings per share (15,350 ) (7,237 ) Income/(loss) from discontinued operations (793 ) 474 Denominator: Weighted-average basic common shares outstanding 7,476 6,407 Assumed conversion of dilutive securities: Common stock purchase warrants 49 - Denominator for dilutive earnings per share - adjusted weighted-average shares 7,525 6,407 Basic net (loss) per share, continuing operations $ (1.69 ) $ (1.13 ) Diluted net (loss) per share, continuing operations $ (2.04 ) $ (1.13 ) Basic net income (loss) per share, discontinued operations $ (0.11 ) $ 0.07 Diluted net income (loss) per share, discontinued operations $ (0.11 ) $ 0.07 The following table summarizes potentially dilutive shares outstanding as of December 31, 2015, which were excluded from the calculation due to being anti-dilutive (in thousands): 2015 2014 Common stock purchase warrants 11,107 1,782 Stock options 962 1,245 Restricted stock units - 100 Restricted stock 50 - |
Note 2 - Basis of Presentatio27
Note 2 - Basis of Presentation, Liquidity and Management's Plans and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | Medac Current assets $ 779 Current liabilities 759 Stockholder's equity 20 Total Liabilties and stockholder's equity $ 779 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2015 2014 Numerator: (Loss) from continuing operations (12,516 ) (7,237 ) Plus loss allocated to preferred stock 108 - Less deemed distribution to preferred stock (208 ) - (Loss) from continuing operations, common stock (12,616 ) (7,237 ) Less gain on change in fair value of warrant liability 2,734 - (Loss) for diluted earnings per share (15,350 ) (7,237 ) Income/(loss) from discontinued operations (793 ) 474 Denominator: Weighted-average basic common shares outstanding 7,476 6,407 Assumed conversion of dilutive securities: Common stock purchase warrants 49 - Denominator for dilutive earnings per share - adjusted weighted-average shares 7,525 6,407 Basic net (loss) per share, continuing operations $ (1.69 ) $ (1.13 ) Diluted net (loss) per share, continuing operations $ (2.04 ) $ (1.13 ) Basic net income (loss) per share, discontinued operations $ (0.11 ) $ 0.07 Diluted net income (loss) per share, discontinued operations $ (0.11 ) $ 0.07 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2015 2014 Common stock purchase warrants 11,107 1,782 Stock options 962 1,245 Restricted stock units - 100 Restricted stock 50 - |
Note 4 - Acquisitions and Var28
Note 4 - Acquisitions and Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Medac Health Services [Member] | |
Notes Tables | |
Business Combination, Separately Recognized Transactions [Table Text Block] | Medac Cash consideration in purchase agreement $ 4,370 Deferred consideration in purchase agreement 560 Valuation adjustment to promissory note (38 ) Deferred consideration, as adjusted 522 Total purchase price* $ 4,892 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Medac Cash $ 91 Accounts receivable 741 Other current assets 44 Property and equipment 1,540 Identifiable intangible assets 1,670 Goodwill 1,574 Total assets acquired 5,660 Liabilities assumed (768 ) Net assets acquired $ 4,892 |
Business Combination, Separately Recognized Transactions [Table Text Block] | CorrectMed Bay Walk-In Mid-South MedHelp Stat Medical Total Cash consideration in purchase agreement* $ 2,180 $ 1,500 $ 1,350 $ 780 $ 1,328 $ 7,138 Adjustments on closing date 4 - 34 13 - 51 Cash consideration, as adjusted 2,184 1,500 1,384 793 1,328 7,189 Deferred consideration in purchase agreement 500 700 150 100 50 1,500 Adjustments for working capital (46 ) (170 ) 15 (15 ) - (216 ) Valuation adjustments to promissory notes 11 (6 ) 5 2 1 13 Deferred consideration, as adjusted 465 524 170 87 51 1,297 Total purchase price $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Acquisition Activity CorrectMed Bay Walk-In Clinic Mid-South Urgent Care MedHelp Stat Medical Care Total Accounts receivable $ 221 $ 153 $ 147 $ 28 $ 150 $ 699 Other current assets 48 - 32 37 - 117 Property and equipment 1,325 63 1,205 180 211 2,984 Identifiable intangible assets 110 97 105 600 60 972 Goodwill 1,871 1,788 1,437 44 973 6,113 Total assets acquired 3,575 2,101 2,926 889 1,394 10,885 Liabilities assumed (926 ) (77 ) (1,227 ) (9 ) (15 ) (2,254 ) Deferred tax liability - - (145 ) - - (145 ) Net assets acquired $ 2,649 $ 2,024 $ 1,554 $ 880 $ 1,379 $ 8,486 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Business Acquired State Sites Date of Purchase Price CorrectMed Georgia 2 May 8, 2014 $ 2,649 Bay Walk-In Clinic Florida 2 August 29, 2014 2,024 Mid-South Urgent Care Alabama 3* September 12, 2014 1,554 MedHelp Georgia 1 October 31, 2014 880 Stat Medical Care Virginia 2 December 31, 2014 1,379 $ 8,486 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, (in thousands, except per share amounts) 2015 2014 Net revenue Urgent and primary care 17,376 11,606 Service agreement 1,803 1,759 Total net revenue 19,179 13,365 (Loss) from continuing operations $ (11,908 ) $ (7,020 ) Basic net (loss) per common share $ (1.58 ) $ (1.10 ) Diluted net (loss) per common share $ (1.93 ) $ (1.10 ) |
Note 5 - Discontinued Operati29
Note 5 - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Year Ended December 31, 2015 2014 Accounts receivable $ 1,589 $ 2,548 Prepaid expenses and other current assets 43 531 Deferred income taxes 18 18 Total current assets held for sale 1,650 3,097 Property and equipment, net 588 883 Intangible assets, net 406 512 Total other assets held for sale 994 1,395 Total assets held for sale $ 2,644 $ 4,492 Due to service providers $ 3,225 $ 2,308 Due to HealthSmart 2,210 1,225 Total current liabilities held for sale 5,435 3,533 Total liabilities held for sale $ 5,435 $ 3,533 |
Result of Operations for Ancillary Network Business [Table Text Block] | Year Ended December 31, 2015 2014 Net revenues $ 19,027 $ 23,146 Operating expenses: Provider payments 14,150 16,241 Administrative fees 1,052 1,127 Other operating costs 4,214 4,784 Depreciation and amortization 404 628 Total operating expenses 19,820 22,780 Gain on disposal of assets - 108 Income (loss) from discontinued operations $ (793 ) $ 474 |
Note 6 - Revenue Recognition,30
Note 6 - Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | (in thousands) 2015 2014 Accounts receivable $ 3,236 $ 2,434 Less: Estimated allowance for contractual adjustments and uncollectible amounts (1,738 ) (847 ) Accounts receivable, net $ 1,498 $ 1,587 |
Schedule of Revenue Sources, Health Care Organization [Table Text Block] | (in thousands) 2015 2014 Gross revenue $ 19,578 $ 7,259 Less: Provision for estimated contractual adjustments and uncollectible amounts (9,554 ) (3,353 ) Net revenue $ 10,024 $ 3,906 |
Note 7 - Capital and Operatin31
Note 7 - Capital and Operating Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Capital Leases Operating Total 2016 $ 298 $ 1,475 $ 1,773 2017 288 1,333 1,621 2018 276 1,201 1,477 2019 273 1,147 1,420 2020 286 896 1,182 Thereafter 2,612 4,117 6,729 Total minimum lease payments 4,033 $ 10,169 $ 14,202 Less amount representing interest (2,269 ) Present value of net minimum obligations 1,764 Less current obligation under capital lease 134 Long-term obligation under capital lease $ 1,630 |
Note 8 - Lines of Credit, Pro32
Note 8 - Lines of Credit, Promissory Notes, and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Revolving line of credit $ 11,100 Promissory notes, related to acquisitions 732 Total debt 11,832 Less current maturities 11,310 Long-term debt $ 522 |
Note 9 - Property and Equipme33
Note 9 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Useful Lives (years) 2015 2014 Computer equipment 3 - 5 $ 791 $ 419 Medical equipment 5 872 626 Furniture and fixtures 5 577 390 Vehicles 5 - 43 Leasehold improvements 7 - 13 3,197 2,151 Construction in progress 119 - 5,556 3,629 Accumulated depreciation and amortization (697 ) (190 ) Property and equipment, net $ 4,859 $ 3,439 |
Note 10 - Goodwill, Intangibl34
Note 10 - Goodwill, Intangible Assets and Impairment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Year Ended December 31, 2015 2014 Gross carrying amount of urgent and primary care intangibles: Patient relationships and contracts $ 2,642 $ 972 Accumulated amortization (189 ) (47 ) Intangible asset impairment (568 ) - Total intangibles, net $ 1,885 $ 925 |
Schedule of Goodwill [Table Text Block] | Balance at December 31, 2014 $ 6,182 Measurement period adjustment (69 ) Acquisition 1,574 Impairment (1,766 ) Goodwill at December 31, 2015 $ 5,921 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | CorrectMed MedHelp Stat Medical Care Total Gross goodwill value $ 1,871 $ 44 $ 973 $ 2,888 Impairment of goodwill (749 ) (44 ) (973 ) (1,766 ) Remaining goodwill value $ 1,122 $ - $ - $ 1,122 Gross intangible value $ 110 $ 600 $ 60 $ 770 Amortization (37 ) (80 ) (12 ) (129 ) Impairment of intangible - (520 ) (48 ) (568 ) Intangible value, net $ 73 $ - $ - $ 73 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years ending December 31, Urgent and Primary Care 2016 $ 229 2017 229 2018 229 2019 202 2020 167 Thereafter 829 Total $ 1,885 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2015 2014 Computed "expected" tax provision (benefit) $ (4,525 ) $ (2,276 ) Increase in the valuation allowance for deferred tax assets 5,370 2,287 Shortfall on stock options, warrants, and RSUs - 215 State taxes 15 12 Permanent items (893 ) 45 Tax benefit related to stock acquisition - (145 ) Other 49 (68 ) Total income tax provision $ 16 $ 70 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 Deferred tax assets: Operating loss carryforward $ 9,162 $ 4,951 Accounts receivable allowance 699 401 Texas tax credit carryforward 18 215 Stock option compensation 1,167 1,121 Goodwill and intangibles 1,233 403 Finance costs - 209 Accrued expenses 359 209 Alternative minimum tax credit carryforwards 16 16 Total deferred tax assets 12,654 7,525 Deferred tax liabilities: Property and equipment (303 ) (518 ) Prepaid expense (70 ) (96 ) Total deferred tax liabilities (373 ) (614 ) Valuation allowance (12,263 ) (6,893 ) Net deferred tax assets $ 18 $ 18 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2015 2014 Current $ 16 $ 12 Deferred - 58 $ 16 $ 70 |
Note 12 - Stock-based Compens36
Note 12 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 Weighted average grant date fair value $ 0.74 $ 2.00 Weighted average assumptions used: Expected volatility 83.9 % 72.8 % Expected lives (years) 4.7 5.0 Risk free interest rate 1.5 % 1.7 % Forfeiture rate 39.5 % 29.5 % Dividend rate 0 % 0 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Weighted Average Outstanding at December 31, 2013 750 $ 4.74 Granted 734 2.26 Forfeited (214 ) 2.13 Cancelled (25 ) 6.34 Outstanding at December 31, 2014 1,245 3.69 Granted 511 1.24 Forfeited (488 ) 2.25 Cancelled (243 ) 5.18 Expired (24 ) 0.93 Exercised (39 ) 1.12 Outstanding at December 31, 2015 962 $ 2.92 Exercisable at December 31, 2015 425 $ 4.91 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | RSUs Weighted Average Outstanding at December 31, 2013 51 $ 2.40 Granted 105 3.49 Outstanding at December 31, 2014 156 3.08 Converted into common stock (156 ) 3.08 Outstanding at December 31, 2015 - $ - Vested and convertible to common stock at December 31, 2015 - $ - |
Note 13 - Warrants (Tables)
Note 13 - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | December 8, 2015 August 12, 2015 Stock price $ 0.63 $ 1.70 Volatility 90.0 % 82.5 % Risk-free interest rate 1.68 % 1.52 % Exercise price $ 0.70 $ 1.70 Expected life (years) 4.68 5 Dividend yield 0 % 0 % December 8, 2015 December 31, 2014 December 4, 2014 Stock price $ 0.63 $ 2.90 $ 2.71 Volatility 90.0 % 72.5 % 72.5 % Risk-free interest rate 1.47 % 1.65 % 1.59 % Exercise price $ 0.70 $ 2.71 $ 2.71 Expected life (years) 3.99 4.93 5 Dividend yield 0 % 0 % 0 % December 8, 2015 December 31, 2014 July 30, 2014 Stock price $ 0.63 $ 2.90 $ 3.14 Volatility 90.0 % 72.5 % 61.5 % Risk-free interest rate 1.47 % 1.65 % 1.83 % Exercise price $ 0.70 $ 3.15 $ 3.15 Expected life (years) 3.89 4.83 5.25 Dividend yield 0 % 0 % 0 % |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted- Warrants Warrants Warrants Warrants issued before 2014 $ 1.50 22 - 22 Warrants issued July 30, 2014 $ 0.70 800 - 800 Warrants issued December 4, 2014 $ 0.70 960 - 960 Warrants issued August 12, 2015 $ 0.70 - 300 300 Warrants issued December 9, 2015 $ 0.875 - 11,085 11,085 Total $ 0.85 1,782 11,385 13,167 |
Change in Warrant Fair Value [Table Text Block] | Warrants Warrants Warrants Total Warrant derivative liability as of December 31, 2014 $ 1,410 $ 1,790 $ - $ 3,200 Fair value of outstanding warrants issued on August 12, 2015 - - 347 347 Change in fair value of warrants through December 8, 2015 (1,100 ) (1,414 ) (221 ) (2,735 ) Reclassification of warrant liability to equity on December 8, 2015 (310 ) (376 ) (126 ) (812 ) Warrant derivative liability as of December 31, 2015 $ - $ - $ - $ - |
Note 17 - Segment Reporting (Ta
Note 17 - Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2015 2014 Urgent and Primary Care Ancillary Network* Shared Services Total Urgent and Primary Care Ancillary Network* Shared Services Total Net revenues $ 10,024 $ 19,027 $ - $ 29,051 $ 3,906 $ 23,146 $ - $ 27,052 Total segment income (loss) (1,253 ) 98 (6,898 ) (8,053 ) 86 994 (5,167 ) (4,087 ) Additional Segment Disclosures: Interest expense 203 - 179 382 106 - 18 124 (Gain)/loss on warrant liability, net of deferred loan fee amortization (657 ) - (219 ) (876 ) 401 - 133 534 Depreciation and amortization expense 561 404 99 1,064 222 628 16 866 Income tax expense (benefit) 16 - - 16 (145 ) 215 - 70 Total asset expenditures 205 - 251 456 347 429 40 816 |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | 2015 2014 Total segment operating loss $ (8,053 ) $ (4,087 ) Less: Severance charges 388 108 Non-recurring transaction costs 222 333 Ancillary network prepaid write-off 487 - Depreciation and amortization expense 1,064 866 Non-cash stock-based compensation expense 500 592 Impairment charges 2,440 - Non-recurring professional fees 922 166 Operating loss, including discontinued operations (14,076 ) (6,152 ) Gain on cancellation of acquisition promissory note (289 ) - (Gain) on disposal of assets - (108 ) Interest expense 382 115 (Gain)/loss on warrant liability, net of deferred loan fees amortization (876 ) 534 Loss before income taxes, including income (loss) on discontinued operations $ (13,293 ) $ (6,693 ) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Urgent and Primary Care Ancillary Network* Shared Services Consolidated December 31, 2015 $ 14,920 $ 2,644 $ 3,521 $ 21,085 December 31, 2014 14,082 4,492 2,531 21,105 |
Note 1 - Description of Busin39
Note 1 - Description of Business (Details Textual) | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Georgia [Member] | |||
Number of Businesses Acquired | 3 | ||
Florida [Member] | |||
Number of Businesses Acquired | 2 | ||
Alabama [Member] | |||
Number of Businesses Acquired | 3 | ||
Virginia [Member] | |||
Number of Businesses Acquired | 2 | ||
North Carolina [Member] | |||
Number of Businesses Acquired | 4 | ||
Number of Businesses Acquired | 10 |
Note 2 - Basis of Presentatio40
Note 2 - Basis of Presentation, Liquidity and Management's Plans and Significant Accounting Policies (Details Textual) | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Mar. 28, 2016USD ($) | Dec. 09, 2015USD ($) | Dec. 31, 2013USD ($) |
Subsequent Event [Member] | ||||||||
Cash | $ 764,000 | |||||||
Urgent and Primary Care [Member] | ||||||||
Promissory Notes and Notes Payable, Current | $ 210,000 | $ 210,000 | ||||||
Number of Businesses Acquired | 6 | |||||||
Goodwill, Impairment Loss | 1,766,000 | |||||||
Impairment of Intangible Assets (Excluding Goodwill) | 568,000 | |||||||
Gross Profit | 12,500,000 | $ 7,200,000 | ||||||
Stockholders' Equity Attributable to Parent | $ 3,937,000 | $ 3,937,000 | (1,806,000) | 3,937,000 | $ (1,806,000) | $ 8,108,000 | ||
Working Capital Surplus (Deficit) | (13,200,000) | (13,200,000) | ||||||
Effect of Lines of Credit on Working Capital Surplus (Deficit) | 11,100,000 | 11,100,000 | ||||||
Asset Impairment Charges | $ 2,440,000 | |||||||
Number of Lines of Credit | 2 | |||||||
Promissory Notes and Notes Payable, Current | $ 989,000 | $ 989,000 | $ 210,000 | 989,000 | $ 210,000 | |||
Number of Reportable Segments | 2 | |||||||
Number of Businesses Acquired | 10 | |||||||
Advertising Expense | $ 200,000 | $ 193,000 | ||||||
Goodwill, Impairment Loss | 1,766,000 | |||||||
Impairment of Long-Lived Assets Held-for-use | 106,000 | |||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 568,000 | |||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 812,000 |
Note 2 - Consolidated Balance S
Note 2 - Consolidated Balance Sheet for Medac Health Services (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Medac Health Services [Member] | |
Current assets | $ 779 |
Current liabilities | 759 |
Stockholders' Equity Attributable to Parent | 20 |
Total Liabilties and stockholder's equity | 779 |
Current assets | 7,162 |
Current liabilities | 20,395 |
Stockholders' Equity Attributable to Parent | (1,806) |
Total Liabilties and stockholder's equity | $ 21,085 |
Note 2 - Basic Net Loss and Dil
Note 2 - Basic Net Loss and Diluted Net Loss Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||
(Loss) from continuing operations | $ (12,516) | $ (7,237) |
Plus loss allocated to preferred stock | 108 | |
Less deemed distribution to preferred stock | (208) | |
(Loss) from continuing operations, common stock | (12,616) | $ (7,237) |
Less gain on change in fair value of warrant liability | 2,734 | |
(Loss) for diluted earnings per share | (15,350) | $ (7,237) |
Income/(loss) from discontinued operations | $ (793) | $ 474 |
Denominator: | ||
Basic weighted-average common shares outstanding (in shares) | 7,476 | 6,407 |
Assumed conversion of dilutive securities: | ||
Common stock purchase warrants (in shares) | 49 | |
Denominator for dilutive earnings per share - adjusted weighted-average shares (in shares) | 7,525 | 6,407 |
Basic net (loss) per share, continuing operations (in dollars per share) | $ (1.69) | $ (1.13) |
Diluted net (loss) per share, continuing operations (in dollars per share) | (2.04) | (1.13) |
Basic net income (loss) per share, discontinued operations (in dollars per share) | (0.11) | 0.07 |
Diluted net income (loss) per share, discontinued operations (in dollars per share) | $ (0.11) | $ 0.07 |
Note 2 - Potentially Dilutive A
Note 2 - Potentially Dilutive Adjustments to Weighted Average Number of Common Shares (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant [Member] | ||
Antidilutive securities (in shares) | 11,107 | 1,782 |
Employee Stock Option [Member] | ||
Antidilutive securities (in shares) | 962 | 1,245 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities (in shares) | 100 | |
Restricted Stock [Member] | ||
Antidilutive securities (in shares) | 50 |
Note 3 - Capital Stock and St44
Note 3 - Capital Stock and Stock Offerings (Details Textual) | Dec. 09, 2015USD ($)$ / sharesshares | May. 05, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares |
Common Class A [Member] | Two Thousand Fifteen Offering [Member] | ||||
Common Stock, Shares Subscribed but Unissued | 9,642,857 | |||
Number of Common Stock Shares Per Unit | 1 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||
Warrant, Exercisable | 1 | |||
Warrant Period | 5 years | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.875 | |||
Common Stock Exercise Price Per Unit | $ / shares | $ 0.70 | |||
Common Class B [Member] | Two Thousand Fifteen Offering [Member] | ||||
Common Stock, Shares Subscribed but Unissued | 750 | |||
Warrant Period | 5 years | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,429 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.875 | |||
Common Stock Exercise Price Per Unit | $ / shares | $ 1,000 | |||
Number of Series A Convertible Preferred Stock Shares Per Unit | 1 | |||
Preferred Stock, Series A Convertible, Stated Value | $ | $ 1,000 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,429 | |||
Series A Convertible Preferred Stock [Member] | Two Thousand Fifteen Offering [Member] | ||||
Preferred Stock, Shares Authorized | 863 | |||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | ||||
Percentage of Ownership of Common Stock Then Issued and Outstanding | 4.99% | |||
Effective Period of Increase in Percentage | 61 days | |||
Series A Convertible Preferred Stock [Member] | Maximum [Member] | ||||
Percentage of Ownership of Common Stock Then Issued and Outstanding | 9.99% | |||
Series A Convertible Preferred Stock [Member] | ||||
Dividends, Preferred Stock | $ | $ 208,000 | |||
Two Thousand Fifteen Offering [Member] | Aegis Capital Corp. (Aegis) [Member] | ||||
Warrant Period | 5 years | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 370,567 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.875 | |||
Proceeds from Issuance or Sale of Equity | $ | $ 6,221,364 | |||
Payments of Stock Issuance Costs | $ | $ 1,278,636 | |||
Private Placement [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||
Share Price | $ / shares | $ 2 | |||
Stock Issued During Period, Value, New Issues | $ | $ 2,000,000 | |||
Common Stock [Member] | ||||
Stock Issued During Period, Shares, New Issues | 750,000 | |||
Stock Issued During Period, Value, New Issues | $ | $ 456,000 | |||
Director [Member] | ||||
Number of Directors | 3 | |||
Proceeds from Issuance of Private Placement | $ | $ 1,500,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.85 | |||
Proceeds from Issuance or Sale of Equity | $ | $ 7,043,000 | |||
Payments of Stock Issuance Costs | $ | $ 139,000 | $ 124,000 | ||
Preferred Stock, Shares Authorized | 9,999,000 | 9,999,000 | ||
Stock Issued During Period, Value, New Issues | $ | $ 6,221,000 | $ 2,000,000 |
Note 4 - Acquisitions and Var45
Note 4 - Acquisitions and Variable Interest Entity (Details Textual) | Dec. 31, 2014USD ($) | Sep. 12, 2014 | Aug. 29, 2014 | May. 08, 2014 | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Medac Health Services [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||||||
Medac Health Services [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||||
Medac Health Services [Member] | ||||||||
Advance Secure Debt, Due on Demand | $ 0 | |||||||
Number of Businesses Acquired | 4 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 560,000 | |||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 5,700,000 | |||||||
Payments to Acquire Businesses, Gross | 4,370,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 768,000 | |||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 442,000 | |||||||
Mid South Urgent Care Inc [Member] | ACSH Urgent Care [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Mid South Urgent Care Inc [Member] | ||||||||
Number of Businesses Acquired | [1] | 3 | ||||||
Payments to Acquire Businesses, Gross | [2] | $ 1,350,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 1,227,000 | $ 1,227,000 | 1,227,000 | |||||
Correct Med [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Payments to Acquire Businesses, Gross | [2] | 2,180,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 926,000 | 926,000 | 926,000 | |||||
Bay Walk-In Clinic Inc [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Payments to Acquire Businesses, Gross | [2] | 1,500,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 77,000 | 77,000 | 77,000 | |||||
Stat Medical Care [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Payments to Acquire Businesses, Gross | [2] | 1,328,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 15,000 | 15,000 | 15,000 | |||||
Purchase Price Due to Seller | $ 268,000 | $ 268,000 | 268,000 | |||||
Number of Businesses Acquired | 10 | |||||||
Payments to Acquire Businesses, Gross | [2] | 7,138,000 | ||||||
Business Combination, Acquisition Related Costs | $ 222,000 | 333,000 | ||||||
Purchase Price Due to Seller | $ 268,000 | $ 268,000 | $ 268,000 | |||||
Deferred Tax Liabilities, Other | $ 145,000 | |||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 145,000 | |||||||
Goodwill, Purchase Accounting Adjustments | $ (69,000) | |||||||
[1] | At the time of closing of this transaction, the seller had two operating centers and the third center in Springville, Alabama, was under development. | |||||||
[2] | At the time of closing of this transaction, the seller had two operating centers and the third center in Springville, Alabama, was under development. |
Note 4 - Acquisition Purchase P
Note 4 - Acquisition Purchase Price Breakdown (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Medac Health Services [Member] | |
Payments to Acquire Businesses, Gross | $ 4,370,000 |
Deferred consideration in purchase agreement | 560,000 |
Valuation adjustment to promissory note | (38,000) |
Deferred Consideration as Adjusted in Shares | 522,000 |
Total purchase price* | $ 4,892,000 |
Note 4 - Summary of the Assets
Note 4 - Summary of the Assets Acquired and Liabilities Assumed (Details) | Dec. 31, 2015USD ($) |
Medac Health Services [Member] | |
Cash | $ 91,000 |
Accounts receivable | 741,000 |
Other current assets | 44,000 |
Property and equipment | 1,540,000 |
Identifiable intangible assets | 1,670,000 |
Remaining goodwill value | 1,574,000 |
Total assets acquired | 5,660,000 |
Liabilities assumed | (768,000) |
Net assets acquired | 4,892,000 |
Remaining goodwill value | $ 5,921,000 |
Note 4 - Prior Businesses Acqui
Note 4 - Prior Businesses Acquired (Details) $ in Thousands | Dec. 31, 2014USD ($) | Oct. 31, 2014USD ($) | Sep. 12, 2014USD ($) | Aug. 29, 2014USD ($) | May. 08, 2014USD ($) | Dec. 31, 2014 | Dec. 31, 2014USD ($) | |
Correct Med [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Total purchase price* | $ 2,649 | $ 2,649 | ||||||
Bay Walk-In Clinic Inc [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Total purchase price* | $ 2,024 | 2,024 | ||||||
Mid South Urgent Care Inc [Member] | ||||||||
Number of Businesses Acquired | [1] | 3 | ||||||
Total purchase price* | $ 1,554 | 1,554 | ||||||
MedHelp [Member] | ||||||||
Number of Businesses Acquired | 1 | |||||||
Total purchase price* | $ 880 | 880 | ||||||
Stat Medical Care [Member] | ||||||||
Number of Businesses Acquired | 2 | |||||||
Total purchase price* | $ 1,379 | 1,379 | ||||||
Number of Businesses Acquired | 10 | |||||||
Total purchase price* | $ 8,486 | $ 8,486 | ||||||
[1] | At the time of closing of this transaction, the seller had two operating centers and the third center in Springville, Alabama, was under development. |
Note 4 - Prior Acquisition Purc
Note 4 - Prior Acquisition Purchase Price Breakdown (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014USD ($) | ||
Correct Med [Member] | ||
Payments to Acquire Businesses, Gross | $ 2,180 | [1] |
Adjustments on closing date | 4 | |
Cash consideration, as adjusted | 2,184 | |
Deferred consideration in purchase agreement | 500 | |
Adjustments for working capital | (46) | |
Valuation adjustment to promissory note | 11 | |
Deferred Consideration as Adjusted in Shares | 465 | |
Total purchase price* | 2,649 | |
Bay Walk-In Clinic Inc [Member] | ||
Payments to Acquire Businesses, Gross | $ 1,500 | [1] |
Adjustments on closing date | ||
Cash consideration, as adjusted | $ 1,500 | |
Deferred consideration in purchase agreement | 700 | |
Adjustments for working capital | (170) | |
Valuation adjustment to promissory note | (6) | |
Deferred Consideration as Adjusted in Shares | 524 | |
Total purchase price* | 2,024 | |
Mid South Urgent Care Inc [Member] | ||
Payments to Acquire Businesses, Gross | 1,350 | [1] |
Adjustments on closing date | 34 | |
Cash consideration, as adjusted | 1,384 | |
Deferred consideration in purchase agreement | 150 | |
Adjustments for working capital | 15 | |
Valuation adjustment to promissory note | 5 | |
Deferred Consideration as Adjusted in Shares | 170 | |
Total purchase price* | 1,554 | |
MedHelp [Member] | ||
Payments to Acquire Businesses, Gross | 780 | [1] |
Adjustments on closing date | 13 | |
Cash consideration, as adjusted | 793 | |
Deferred consideration in purchase agreement | 100 | |
Adjustments for working capital | (15) | |
Valuation adjustment to promissory note | 2 | |
Deferred Consideration as Adjusted in Shares | 87 | |
Total purchase price* | 880 | |
Stat Medical Care [Member] | ||
Payments to Acquire Businesses, Gross | $ 1,328 | [1] |
Adjustments on closing date | ||
Cash consideration, as adjusted | $ 1,328 | |
Deferred consideration in purchase agreement | $ 50 | |
Adjustments for working capital | ||
Valuation adjustment to promissory note | $ 1 | |
Deferred Consideration as Adjusted in Shares | 51 | |
Total purchase price* | 1,379 | |
Payments to Acquire Businesses, Gross | 7,138 | [1] |
Adjustments on closing date | 51 | |
Cash consideration, as adjusted | 7,189 | |
Deferred consideration in purchase agreement | 1,500 | |
Adjustments for working capital | (216) | |
Valuation adjustment to promissory note | 13 | |
Deferred Consideration as Adjusted in Shares | 1,297 | |
Total purchase price* | $ 8,486 | |
[1] | At the time of closing of this transaction, the seller had two operating centers and the third center in Springville, Alabama, was under development. |
Note 4 - Prior Period Summary o
Note 4 - Prior Period Summary of the Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Dec. 31, 2014USD ($) |
Correct Med [Member] | |
Accounts receivable | $ 221 |
Other current assets | 48 |
Property and equipment | 1,325 |
Identifiable intangible assets | 110 |
Remaining goodwill value | 1,871 |
Total assets acquired | 3,575 |
Liabilities assumed | $ (926) |
Deferred tax liability | |
Net assets acquired | $ 2,649 |
Bay Walk-In Clinic Inc [Member] | |
Accounts receivable | $ 153 |
Other current assets | |
Property and equipment | $ 63 |
Identifiable intangible assets | 97 |
Remaining goodwill value | 1,788 |
Total assets acquired | 2,101 |
Liabilities assumed | $ (77) |
Deferred tax liability | |
Net assets acquired | $ 2,024 |
Mid South Urgent Care Inc [Member] | |
Accounts receivable | 147 |
Other current assets | 32 |
Property and equipment | 1,205 |
Identifiable intangible assets | 105 |
Remaining goodwill value | 1,437 |
Total assets acquired | 2,926 |
Liabilities assumed | (1,227) |
Deferred tax liability | (145) |
Net assets acquired | 1,554 |
MedHelp [Member] | |
Accounts receivable | 28 |
Other current assets | 37 |
Property and equipment | 180 |
Identifiable intangible assets | 600 |
Remaining goodwill value | 44 |
Total assets acquired | 889 |
Liabilities assumed | $ (9) |
Deferred tax liability | |
Net assets acquired | $ 880 |
Stat Medical Care [Member] | |
Accounts receivable | $ 150 |
Other current assets | |
Property and equipment | $ 211 |
Identifiable intangible assets | 60 |
Remaining goodwill value | 973 |
Total assets acquired | 1,394 |
Liabilities assumed | $ (15) |
Deferred tax liability | |
Net assets acquired | $ 1,379 |
Acquisitions in 2014 [Member] | |
Accounts receivable | 699 |
Other current assets | 117 |
Property and equipment | 2,984 |
Identifiable intangible assets | 972 |
Remaining goodwill value | 6,113 |
Total assets acquired | 10,885 |
Liabilities assumed | (2,254) |
Deferred tax liability | (145) |
Net assets acquired | 8,486 |
Remaining goodwill value | $ 6,182 |
Note 4 - Pro Forma Financial In
Note 4 - Pro Forma Financial Information for the Company (Details) - Medac Health Services [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Urgent and Primary Care [Member] | ||
Net revenues | $ 17,376 | $ 11,606 |
Service Agreement [Member] | ||
Net revenues | 1,803 | 1,759 |
Net revenues | 19,179 | 13,365 |
(Loss) from continuing operations | $ (11,908) | $ (7,020) |
Basic net (loss) per common share (in dollars per share) | $ (1.58) | $ (1.10) |
Diluted net (loss) per common share (in dollars per share) | $ (1.93) | $ (1.10) |
Note 5 - Major Classes of Asset
Note 5 - Major Classes of Assets and Liabilities of the Ancillary Network Business Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Due to Ancillary Network Service Providers [Member] | ||
Due to service providers | $ 3,225 | $ 2,308 |
Due to Healthsmart [Member] | ||
Due to service providers | 2,210 | 1,225 |
Accounts receivable | 1,589 | 2,548 |
Prepaid expenses and other current assets | 43 | 531 |
Deferred income taxes | 18 | 18 |
Total current assets held for sale | 2,644 | 4,492 |
Property and equipment, net | 588 | 883 |
Intangible assets, net | 406 | 512 |
Total other assets held for sale | 994 | 1,395 |
Total assets held for sale | 2,644 | 4,492 |
Total current liabilities held for sale | 5,435 | 3,533 |
Total liabilities held for sale | $ 5,435 | $ 3,533 |
Note 5 - Results of Operations
Note 5 - Results of Operations for the Ancillary Network Business (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disposal Group, Including Discontinued Operation, Revenue | $ 19,027 | $ 23,146 |
Provider payments | 14,150 | 16,241 |
Administrative fees | 1,052 | 1,127 |
Other operating costs | 4,214 | 4,784 |
Depreciation and amortization | 404 | 628 |
Total operating expenses | $ 19,820 | 22,780 |
Gain on disposal of assets | 108 | |
Income (loss) from discontinued operations | $ (793) | $ 474 |
Note 6 - Accounts Receivable fr
Note 6 - Accounts Receivable from Urgent and Primary Care (Details) - Urgent and Primary Care [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable | $ 3,236 | $ 2,434 |
Estimated allowance for contractual adjustments and uncollectible amounts | (1,738) | (847) |
Accounts receivable, net | $ 1,498 | $ 1,587 |
Note 6 - Revenue from Urgent an
Note 6 - Revenue from Urgent and Primary Care (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Urgent and Primary Care [Member] | ||
Gross revenue | $ 19,578 | $ 7,259 |
Provision for estimated contractual adjustments and uncollectible amounts | (9,554) | (3,353) |
Net revenue | 10,024 | 3,906 |
Net revenue | $ 10,024 | $ 3,906 |
Note 7 - Future Required Paymen
Note 7 - Future Required Payments under Lease Agreements (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Equipment [Member] | |
2,016 | $ 298 |
2,017 | 288 |
2,018 | 276 |
2,019 | 273 |
Thereafter | 2,612 |
Total minimum lease payments | 4,033 |
Less amount representing interest | (2,269) |
Present value of net minimum obligations | 1,764 |
Less current obligation under capital lease | 134 |
Long-term obligation under capital lease | 1,630 |
Building [Member] | |
2,016 | 1,475 |
2,017 | 1,333 |
2,018 | 1,201 |
2,019 | 1,147 |
Thereafter | 4,117 |
Total minimum lease payments | 10,169 |
2,016 | 1,773 |
2,017 | 1,621 |
2,018 | 1,477 |
2,019 | 1,420 |
2,020 | 286 |
2,020 | 896 |
2,020 | 1,182 |
Thereafter | 6,729 |
Total minimum lease payments | 14,202 |
Less current obligation under capital lease | 134 |
Long-term obligation under capital lease | $ 1,630 |
Note 8 - Lines of Credit, Pro57
Note 8 - Lines of Credit, Promissory Notes, and Notes Payable (Details Textual) - USD ($) | Aug. 12, 2015 | Dec. 04, 2014 | Jul. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 11, 2015 |
Revolving Credit Facility [Member] | Wells Fargo [Member] | December 4, 2014 Agreement [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,000,000 | $ 6,000,000 | $ 6,000,000 | |||
Line of Credit Facility Maximum Borrowing Capacity Increase (Decrease) | $ 1,000,000 | |||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | July 30, 2014 Warrants [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | December 4, 2014 Warrants [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||||
Revolving Credit Facility [Member] | Wells Fargo [Member] | ||||||
Long-term Line of Credit | $ 5,000,000 | $ 6,100,000 | ||||
Debt, Weighted Average Interest Rate | 2.18% | |||||
Promissory Notes Related to Acquistion [Member] | Urgent and Primary Care [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
July 30, 2014 Warrants [Member] | ||||||
Class of Warrant or Right Issued During Period | 800,000 | |||||
December 4, 2014 Warrants [Member] | ||||||
Class of Warrant or Right Issued During Period | 960,000 | |||||
Medac Asset Acquisiton [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 560,000 | |||||
Deferred Consideration as Adjusted in Shares | $ 522,000 | |||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||
Urgent and Primary Care [Member] | ||||||
Promissory Notes and Notes Payable, Current | $ 210,000 | |||||
Class of Warrant or Right Issued During Period | 300,000 | |||||
Proceeds from Line of Credit Used to Secure Bond | 200,000 | |||||
Deferred Consideration as Adjusted in Shares | 1,297,000 | |||||
Promissory Notes and Notes Payable, Current | 210,000 | 989,000 | ||||
Debt Instrument, Face Amount | $ 289,000 | |||||
Gains (Losses) on Extinguishment of Debt | 289,000 | |||||
Long-term Debt, Excluding Current Maturities | $ 522,000 |
Note 8 - Summary of All Debt (D
Note 8 - Summary of All Debt (Details) | Dec. 31, 2015USD ($) |
Revolving Line of Credit [Member] | |
Short-term and long-term debt | $ 11,100,000 |
Promissory Notes Related to Acquistion [Member] | |
Short-term and long-term debt | 732,000 |
Short-term and long-term debt | 11,832,000 |
Less current maturities | 11,310,000 |
Long-term Debt, Excluding Current Maturities | $ 522,000 |
Note 9 - Property and Equipme59
Note 9 - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Computer Equipment [Member] | Minimum [Member] | ||
Useful lives | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Useful lives | 5 years | |
Computer Equipment [Member] | ||
Useful lives | ||
Property and equipment, gross | $ 791 | $ 419 |
Medical Equipment [Member] | ||
Useful lives | 5 years | |
Property and equipment, gross | $ 872 | 626 |
Furniture and Fixtures [Member] | ||
Useful lives | 5 years | |
Property and equipment, gross | $ 577 | 390 |
Vehicles [Member] | ||
Useful lives | 5 years | |
Property and equipment, gross | 43 | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Useful lives | 7 years | |
Leasehold Improvements [Member] | ||
Useful lives | ||
Property and equipment, gross | $ 3,197 | $ 2,151 |
Construction in Progress [Member] | ||
Property and equipment, gross | 119 | |
Property and equipment, gross | 5,556 | $ 3,629 |
Accumulated depreciation and amortization | (697) | (190) |
Property and equipment, net | $ 4,859 | $ 3,439 |
Note 10 - Goodwill, Intangibl60
Note 10 - Goodwill, Intangible Assets and Impairment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | Goodwill [Member] | ||
Fair Value Inputs, Discount Rate | 18.00% | |
Minimum [Member] | Patient Base [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | Goodwill [Member] | ||
Fair Value Inputs, Discount Rate | 19.00% | |
Maximum [Member] | Patient Base [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Customer Relationships [Member] | ||
Impairment of Intangible Assets, Finite-lived | $ 568,000 | |
Percentage of Weighted Average Costs of Capital for Goodwill Impairment | 14.00% | |
Goodwill, Impairment Loss | $ 1,766,000 | |
Asset Impairment Charges | 2,440,000 | |
Impairment of Long-Lived Assets Held-for-use | 106,000 | |
Amortization of Intangible Assets | $ 141,000 | $ 47,000 |
Note 10 - Other Intangible Asse
Note 10 - Other Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Urgent and Primary Care [Member] | Patient Relationships and Contracts [Member] | ||
Finite-lived intangible assets, gross | $ 2,642 | $ 972 |
Urgent and Primary Care [Member] | ||
Accumulated amortization | (189) | $ (47) |
Impairment of Intangible Assets, Finite-lived | (568) | |
Finite-lived intangible assets, net | 1,885 | |
Finite-lived intangible assets, net | $ 1,885 | $ 925 |
Note 10 - Changes in Goodwill (
Note 10 - Changes in Goodwill (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Balance at December 31, 2014 | $ 6,182,000 |
Goodwill, Purchase Accounting Adjustments | (69,000) |
Acquisition | 1,574,000 |
Impairment | (1,766,000) |
Goodwill at December 31, 2015 | $ 5,921,000 |
Note 10 - Goodwill and Intangib
Note 10 - Goodwill and Intangible Impairment (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Urgent and Primary Care [Member] | Correct Med [Member] | |
Gross goodwill value | $ 1,871,000 |
Impairment | (749,000) |
Remaining goodwill value | 1,122,000 |
Gross intangible value | 110,000 |
Amortization | $ (37,000) |
Impairment of intangible | |
Intangible value, net | $ 73,000 |
Urgent and Primary Care [Member] | MedHelp [Member] | |
Gross goodwill value | 44,000 |
Impairment | $ (44,000) |
Remaining goodwill value | |
Gross intangible value | $ 600,000 |
Amortization | (80,000) |
Impairment of intangible | $ (520,000) |
Intangible value, net | |
Urgent and Primary Care [Member] | Stat Medical Care [Member] | |
Gross goodwill value | $ 973,000 |
Impairment | $ (973,000) |
Remaining goodwill value | |
Gross intangible value | $ 60,000 |
Amortization | (12,000) |
Impairment of intangible | $ (48,000) |
Intangible value, net | |
Urgent and Primary Care [Member] | |
Gross goodwill value | $ 2,888,000 |
Impairment | (1,766,000) |
Remaining goodwill value | 1,122,000 |
Gross intangible value | 770,000 |
Amortization | (129,000) |
Impairment of intangible | (568,000) |
Intangible value, net | 73,000 |
Impairment | (1,766,000) |
Remaining goodwill value | 5,921,000 |
Amortization | (141,000) |
Impairment of intangible | (568,000) |
Intangible value, net | $ 1,885,000 |
Note 10 - Finite-lived Intangib
Note 10 - Finite-lived Intangible Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Urgent and Primary Care [Member] | |
2,016 | $ 229 |
2,017 | 229 |
2,018 | 229 |
2,019 | 202 |
2,020 | 167 |
Thereafter | 829 |
Total | 1,885 |
Total | $ 1,885 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Excess Tax Benefits on Stock Options and Warrants Exercised [Member] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 5,400,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 5,370,000 | $ 2,287,000 |
Texas Tax Credit Carryforward | 18,000 | |
Operating Loss Carryforwards | 31,600,000 | 19,600,000 |
Deferred Tax Assets, Net of Valuation Allowance | 18,000 | $ 18,000 |
Expected Adjustments to Additional Paid in Capital Tax Effect from Share-based Compensation | $ 1,900,000 |
Note 11 - Effective Income Tax
Note 11 - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Computed "expected" tax provision (benefit) | $ (4,525,000) | $ (2,276,000) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 5,370,000 | 2,287,000 |
Shortfall on stock options, warrants, and RSUs | 215,000 | |
State taxes | $ 15,000 | 12,000 |
Permanent items | $ (893,000) | 45,000 |
Tax benefit related to stock acquisition | (145,000) | |
Other | $ 49,000 | (68,000) |
Income tax expense | $ 16,000 | $ 70,000 |
Note 11 - Deferred Tax Assets a
Note 11 - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Operating loss carryforward | $ 9,162 | $ 4,951 |
Accounts receivable allowance | 699 | 401 |
Texas tax credit carryforward | 18 | 215 |
Stock option compensation | 1,167 | 1,121 |
Goodwill and intangibles | $ 1,233 | 403 |
Finance costs | 209 | |
Accrued expenses | $ 359 | 209 |
Alternative minimum tax credit carryforwards | 16 | 16 |
Total deferred tax assets | 12,654 | 7,525 |
Deferred tax liabilities: | ||
Property and equipment | (303) | (518) |
Prepaid expense | (70) | (96) |
Total deferred tax liabilities | (373) | (614) |
Valuation allowance | (12,263) | (6,893) |
Deferred Tax Assets, Net of Valuation Allowance | $ 18 | $ 18 |
Note 11 - Components of Income
Note 11 - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current | $ 16 | $ 12 |
Deferred | 58 | |
Income tax expense | $ 16 | $ 70 |
Note 12 - Stock-based Compens69
Note 12 - Stock-based Compensation (Details Textual) - USD ($) | Jun. 03, 2014 | May. 19, 2009 | May. 16, 2005 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 749,776 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
The 2009 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,000,000 | |||||
Stock Option Plan and the 2009 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,575,320 | 1,381,914 | ||||
Non-qualified Stock Option [Member] | ||||||
Allocated Share-based Compensation Expense | $ 244,000 | $ 384,000 | ||||
Restricted Stock Units (RSUs) [Member] | Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 55,000 | |||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Allocated Share-based Compensation Expense | $ 256,000 | $ 208,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 146 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award Fair Value Assumptions Forfeiture Rate | 5.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 24,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 511,000 | 734,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 962,000 | 1,245,000 | 750,000 | |||
Allocated Share-based Compensation Expense | $ 500,000 | $ 592,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 146 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 219 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | 774,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | $ 274,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 38,859 | 308 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 47,000 | $ 390 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 268,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 346 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award Fair Value Assumptions Forfeiture Rate | 39.50% | 29.50% |
Note 12 - Valuation Assumptions
Note 12 - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted average grant date fair value (in dollars per share) | $ 0.74 | $ 2 |
Expected volatility | 83.90% | 72.80% |
Expected lives (years) | 4 years 255 days | 5 years |
Risk free interest rate | 1.50% | 1.70% |
Share-based Compensation Arrangement by Share-based Payment Award Fair Value Assumptions Forfeiture Rate | 39.50% | 29.50% |
Dividend rate | 0.00% | 0.00% |
Note 12 - Stock Options Activit
Note 12 - Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding (in shares) | 1,245,000 | 750,000 |
Outstanding (in dollars per share) | $ 3.69 | $ 4.74 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 511,000 | 734,000 |
Granted (in dollars per share) | $ 1.24 | $ 2.26 |
Forfeited (in shares) | (488,000) | (214,000) |
Forfeited (in dollars per share) | $ 2.25 | $ 2.13 |
Cancelled (in shares) | (24,000) | (25,000) |
Cancelled (in dollars per share) | $ 5.18 | $ 6.34 |
Outstanding (in shares) | 962,000 | 1,245,000 |
Outstanding (in dollars per share) | $ 2.92 | $ 3.69 |
Cancelled (in shares) | (243,000) | |
Expired (in dollars per share) | $ 0.93 | |
Exercised (in shares) | (38,859) | (308) |
Exercised (in dollars per share) | $ 1.12 | |
Exercisable at December 31, 2015 (in shares) | 425,000 | |
Exercisable at December 31, 2015 (in dollars per share) | $ 4.91 |
Note 12 - Summary of Restricted
Note 12 - Summary of Restricted Stock Options Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Includes Units Awarded to Non-senior Management and Senior Management [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 105,000 | |
Granted (in dollars per share) | $ 3.49 | |
Outstanding at December 31, 2013 (in shares) | 156,000 | 51,000 |
Outstanding at December 31, 2013 (in dollars per share) | $ 3.08 | $ 2.40 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | |
Outstanding at December 31, 2014 (in shares) | 156,000 | |
Outstanding at December 31, 2014 (in dollars per share) | $ 3.08 | |
Converted into common stock (in shares) | (156,000) | |
Converted into common stock (in dollars per share) | $ 3.08 | |
Vested and convertible to common stock at December 31, 2015 (in shares) | ||
Vested and convertible to common stock at December 31, 2015 (in dollars per share) |
Note 13 - Warrants (Details Tex
Note 13 - Warrants (Details Textual) - USD ($) | Aug. 12, 2015 | Dec. 31, 2014 | Dec. 04, 2014 | Jul. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 07, 2015 | Dec. 09, 2015 | Dec. 08, 2015 | Aug. 28, 2015 | Aug. 25, 2015 |
Warrants Expiring February 1, 2017 [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,222 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,222 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||
Warrants Issued to Individuals who Provided Guarantees in Connection with Lines of Credit [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,060,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,060,000 | ||||||||||
December 9, 2015 Warrants [Member] | Common Class A [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,642,857 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,642,857 | ||||||||||
December 9, 2015 Warrants [Member] | Common Class B [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,071,750 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,071,750 | ||||||||||
December 9, 2015 Warrants [Member] | Underwriter [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 370,567 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 370,567 | ||||||||||
December 9, 2015 Warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,085,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,085,000 | ||||||||||
Class of Warrant or Right, Outstanding | 0 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.875 | ||||||||||
July 30, 2014 Warrants [Member] | Revolving Credit Facility [Member] | Wells Fargo [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||||||||
July 30, 2014 Warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | 800,000 | 800,000 | 800,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | 800,000 | 800,000 | 800,000 | |||||||
Probability of Future Private Stock Offering | 15.00% | 15.00% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.15 | $ 3.15 | $ 0.70 | $ 3.15 | $ 0.70 | $ 1.46 | |||||
Warrant Liability Based On Warrants Fair Value | $ 1,420,000 | ||||||||||
Amortization of Financing Costs | $ 775,000 | $ 322,000 | |||||||||
Warrants and Rights Outstanding | $ 1,410,000 | 1,410,000 | $ 310,000 | ||||||||
Fair Value Adjustment of Warrants | $ 1,100,000 | $ 10,000 | |||||||||
Difference in Warrant Exercise Price and Market Price Per Share | $ 0.01 | ||||||||||
Minimum Public Offering for Warrant Provision | $ 10,000,000 | ||||||||||
December 4, 2014 Warrants [Member] | Revolving Credit Facility [Member] | Wells Fargo [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | ||||||||||
December 4, 2014 Warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 960,000 | 960,000 | 960,000 | 960,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 960,000 | 960,000 | 960,000 | 960,000 | |||||||
Probability of Future Private Stock Offering | 100.00% | 100.00% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.71 | $ 2.71 | $ 0.70 | $ 2.71 | $ 0.70 | $ 1.46 | |||||
Warrant Liability Based On Warrants Fair Value | $ 1,660,000 | ||||||||||
Amortization of Financing Costs | $ 960,000 | $ 92,000 | |||||||||
Warrants and Rights Outstanding | $ 1,790,000 | 1,790,000 | $ 376,000 | ||||||||
Fair Value Adjustment of Warrants | $ 1,414,000 | $ 130,000 | |||||||||
Held by Related Party [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,486,222 | 6,142,560 | 1,486,222 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,486,222 | 6,142,560 | 1,486,222 | ||||||||
Warrants Issued in 2015 Offering [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,085,174 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,085,174 | ||||||||||
August 12, 2015 Warrants [Member] | Revolving Credit Facility [Member] | Wells Fargo [Member] | |||||||||||
Line of Credit Facility Maximum Borrowing Capacity Increase (Decrease) | $ 1,000,000 | ||||||||||
August 12, 2015 Warrants [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | 300,000 | 249,990 | 50,010 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | 300,000 | 249,990 | 50,010 | |||||||
Probability of Future Private Stock Offering | 95.00% | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.70 | $ 0.70 | $ 0.70 | $ 1.46 | |||||||
Warrant Liability Based On Warrants Fair Value | $ 347,000 | ||||||||||
Amortization of Financing Costs | $ 124,000 | ||||||||||
Warrants and Rights Outstanding | $ 126,000 | ||||||||||
Fair Value Adjustment of Warrants | $ 221,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,782,222 | 13,167,396 | 1,782,222 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,782,222 | 13,167,396 | 1,782,222 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.85 | ||||||||||
Warrants and Rights Outstanding | $ 3,200,000 | $ 3,200,000 | |||||||||
Unrealized Gain (Loss) on Derivatives | $ (221,000) | ||||||||||
Fair Value Adjustment of Warrants | $ 2,735,000 |
Note 13 - Assumptions Used for
Note 13 - Assumptions Used for Warrants Issued (Details) - $ / shares | Dec. 08, 2015 | Aug. 12, 2015 | Dec. 31, 2014 | Dec. 04, 2014 | Jul. 30, 2014 |
August 12, 2015 Warrants [Member] | |||||
Share Price | $ 0.63 | $ 1.70 | |||
Volatility | 90.00% | 82.50% | |||
Risk-free interest rate | 1.68% | 1.52% | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | $ 1.70 | |||
Expected life (years) | 4 years 248 days | 5 years | |||
Dividend yield | 0.00% | 0.00% | |||
December 4, 2014 Warrants [Member] | |||||
Share Price | $ 0.63 | $ 2.90 | $ 2.71 | ||
Volatility | 90.00% | 72.50% | 72.50% | ||
Risk-free interest rate | 1.47% | 1.65% | 1.59% | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | $ 2.71 | $ 2.71 | ||
Expected life (years) | 3 years 361 days | 4 years 339 days | 5 years | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
July 30, 2014 Warrants [Member] | |||||
Share Price | $ 0.63 | $ 2.90 | $ 3.14 | ||
Volatility | 90.00% | 72.50% | 61.50% | ||
Risk-free interest rate | 1.47% | 1.65% | 1.83% | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | $ 3.15 | $ 3.15 | ||
Expected life (years) | 3 years 324 days | 4 years 302 days | 5 years 91 days | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Note 13 - Summary of Warrant Ac
Note 13 - Summary of Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Warrants Issued Before 2014 [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.50 |
Warrants Outstanding, Beginning Balance (in shares) | 22,000 |
Warrants Outstanding, Ending Balance (in shares) | 22,000 |
July 30, 2014 Warrants [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.70 |
Warrants Outstanding, Beginning Balance (in shares) | 800,000 |
Warrants Outstanding, Ending Balance (in shares) | 800,000 |
December 4, 2014 Warrants [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.70 |
Warrants Outstanding, Beginning Balance (in shares) | 960,000 |
Warrants Outstanding, Ending Balance (in shares) | 960,000 |
August 12, 2015 Warrants [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.70 |
Warrants Outstanding, Ending Balance (in shares) | 300,000 |
Warrants Issued (in shares) | 300,000 |
December 9, 2015 Warrants [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.875 |
Warrants Outstanding, Ending Balance (in shares) | 11,085,000 |
Warrants Issued (in shares) | 11,085,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.85 |
Warrants Outstanding, Beginning Balance (in shares) | 1,782,222 |
Warrants Outstanding, Ending Balance (in shares) | 13,167,396 |
Warrants Issued (in shares) | 11,385,000 |
Note 13 - Changes in Derivative
Note 13 - Changes in Derivative Warrants' Fair Value (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
July 30, 2014 Warrants [Member] | |
Warrant derivative liability as of December 31, 2014 | $ 1,410,000 |
Fair value of outstanding warrants issued on August 12, 2015 | |
Change in fair value of warrants through December 8, 2015 | $ (1,100,000) |
Reclassification of warrant liability to equity on December 8, 2015 | (310,000) |
Reclassification of warrant liability to equity on December 8, 2015 | $ 310,000 |
Warrant derivative liability as of December 31, 2015 | |
December 4, 2014 Warrants [Member] | |
Warrant derivative liability as of December 31, 2014 | $ 1,790,000 |
Fair value of outstanding warrants issued on August 12, 2015 | |
Change in fair value of warrants through December 8, 2015 | $ (1,414,000) |
Reclassification of warrant liability to equity on December 8, 2015 | (376,000) |
Reclassification of warrant liability to equity on December 8, 2015 | $ 376,000 |
Warrant derivative liability as of December 31, 2015 | |
August 12, 2015 Warrants [Member] | |
Warrant derivative liability as of December 31, 2014 | |
Fair value of outstanding warrants issued on August 12, 2015 | $ 347,000 |
Change in fair value of warrants through December 8, 2015 | (221,000) |
Reclassification of warrant liability to equity on December 8, 2015 | (126,000) |
Reclassification of warrant liability to equity on December 8, 2015 | $ 126,000 |
Warrant derivative liability as of December 31, 2015 | |
Warrant derivative liability as of December 31, 2014 | $ 3,200,000 |
Fair value of outstanding warrants issued on August 12, 2015 | 347,000 |
Change in fair value of warrants through December 8, 2015 | (2,735,000) |
Reclassification of warrant liability to equity on December 8, 2015 | 812,000 |
Reclassification of warrant liability to equity on December 8, 2015 | $ (812,000) |
Warrant derivative liability as of December 31, 2015 |
Note 15 - Employee Benefit Pl77
Note 15 - Employee Benefit Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.50% | |
Defined Contribution Plan, Cost Recognized | $ 17,000 | $ 109,000 |
Note 16 - Related Party Trans78
Note 16 - Related Party Transactions (Details Textual) | Jan. 10, 2014USD ($) |
Related Party Monthly Fee Payable | $ 10,000 |
Note 17 - Segment Reporting (De
Note 17 - Segment Reporting (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Number of Operating Segments | 2 |
Note 17 - Consolidating Stateme
Note 17 - Consolidating Statements of Operations by Industry (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Urgent and Primary Care [Member] | Operating Segments [Member] | ||
Net revenue | $ 10,024 | $ 3,906 |
Operating loss | (1,253) | 86 |
Additional Segment Disclosures: | ||
Interest expense | 203 | 106 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (657) | 401 |
Depreciation and amortization | 561 | 222 |
Income tax expense | 16 | (145) |
Total asset expenditures | 205 | 347 |
Urgent and Primary Care [Member] | ||
Net revenue | 10,024 | 3,906 |
Ancillary Network [Member] | Operating Segments [Member] | ||
Net revenue | 19,027 | 23,146 |
Operating loss | $ 98 | $ 994 |
Additional Segment Disclosures: | ||
Interest expense | ||
(Gain)/loss on warrant liability, net of deferred loan fees amortization | ||
Depreciation and amortization | $ 404 | $ 628 |
Income tax expense | 215 | |
Total asset expenditures | 429 | |
Shared Services [Member] | Operating Segments [Member] | ||
Operating loss | (6,898) | (5,167) |
Additional Segment Disclosures: | ||
Interest expense | 179 | 18 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (219) | 133 |
Depreciation and amortization | 99 | 16 |
Total asset expenditures | 251 | 40 |
Operating Segments [Member] | ||
Net revenue | 29,051 | 27,052 |
Operating loss | (8,053) | (4,087) |
Additional Segment Disclosures: | ||
Interest expense | 382 | 124 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (876) | 534 |
Depreciation and amortization | 1,064 | 866 |
Income tax expense | 16 | 70 |
Total asset expenditures | 456 | 816 |
Net revenue | 10,024 | 3,906 |
Operating loss | (13,283) | (6,518) |
Interest expense | 382 | 115 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (876) | 534 |
Depreciation and amortization | 1,064 | 238 |
Income tax expense | $ 16 | $ 70 |
Note 17 - Reconciliation of Rep
Note 17 - Reconciliation of Reportable Segment Operating Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Segments [Member] | ||
Operating loss | $ (8,053) | $ (4,087) |
Depreciation and amortization | 1,064 | 866 |
Interest expense | 382 | 124 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (876) | 534 |
Operating loss | (13,283) | (6,518) |
Severance charges | 388 | 108 |
Non-recurring transaction costs | 222 | $ 333 |
Ancillary network prepaid write-off | 487 | |
Depreciation and amortization | 1,064 | $ 238 |
Non-cash stock-based compensation expense | 500 | $ 592 |
Impairment charges | 2,440 | |
Non-recurring professional fees | 922 | $ 166 |
Operating loss, including discontinued operations | (14,076) | $ (6,152) |
Gain on cancellation of acquisition promissory note | $ (289) | |
(Gain) on disposal of assets | $ (108) | |
Interest expense | $ 382 | 115 |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (876) | 534 |
Loss before income taxes, including income (loss) on discontinued operations | $ (13,293) | $ (6,693) |
Note 17 - Consolidating Assets,
Note 17 - Consolidating Assets, by Segment and Shared Services (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Urgent and Primary Care [Member] | Operating Segments [Member] | ||
Assets | $ 14,920 | $ 14,082 |
Ancillary Network [Member] | Operating Segments [Member] | ||
Assets | 2,644 | 4,492 |
Shared Services [Member] | Operating Segments [Member] | ||
Assets | 3,521 | 2,531 |
Operating Segments [Member] | ||
Assets | 21,085 | 21,105 |
Assets | $ 21,085 | $ 21,105 |
Note 18 - Litigation Continge83
Note 18 - Litigation Contingencies (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Loss Contingency, Estimate of Possible Loss | $ 0 | $ 0 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
MedHelp [Member] | ||
Disposal Group, Including Discontinued Operation, Revenue | $ 555,000 | $ 168,000 |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 941,000 | 43,000 |
Disposal Group, Including Discontinued Operation, Impairment Charge | 671,000 | |
Disposal Group, Including Discontinued Operation, Revenue | $ 19,027,000 | $ 23,146,000 |