Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 24, 2014 | Jun. 28, 2013 | |
Entity Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'American CareSource Holdings, Inc. | ' | ' |
Entity Central Index Key | '0001316645 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 5,713,960 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $12,202,396 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Net revenues | $26,751 | $34,902 |
Cost of revenues | ' | ' |
Provider payments | 19,762 | 25,660 |
Administrative fees | 1,083 | 1,551 |
Claims administration and provider development | 2,705 | 3,032 |
Total cost of revenues | 23,550 | 30,243 |
Contribution margin | 3,201 | 4,659 |
Selling, general and administrative expenses | 6,166 | 6,841 |
Depreciation and amortization | 795 | 878 |
Total operating expenses | 6,961 | 7,719 |
Loss before income taxes | -3,760 | -3,060 |
Income tax provision | 25 | 31 |
Net loss | ($3,785) | ($3,091) |
Loss per basic and diluted common share | ($0.66) | ($0.54) |
Basic and diluted weighted average common shares outstanding | 5,715 | 5,707 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $6,207 | $10,705 |
Accounts receivable, net | 1,977 | 2,432 |
Prepaid expenses and other current assets | 357 | 290 |
Deferred income taxes | 6 | 6 |
Total current assets | 8,547 | 13,433 |
Property and equipment, net | 1,236 | 1,593 |
Other assets: | ' | ' |
Deferred income taxes | 215 | 222 |
Other assets | 391 | 16 |
Intangible assets, net | 640 | 768 |
Total assets | 11,029 | 16,032 |
Current liabilities: | ' | ' |
Due to service providers | 1,865 | 3,100 |
Accounts payable and accrued liabilities | 1,056 | 1,343 |
Total current liabilities | 2,921 | 4,443 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value; 40,000 shares authorized; 5,706 and 5,692 shares issued and outstanding in 2012 and 2011, respectively | 57 | 57 |
Additional paid-in capital | 23,149 | 22,845 |
Accumulated deficit | -15,098 | -11,313 |
Total stockholders' equity | 8,108 | 11,589 |
Total liabilities and stockholders' equity | $11,029 | $16,032 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Shareholders' equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 5,713 | 5,706 |
Common Stock, shares outstanding | 5,713 | 5,706 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
In Thousands, unless otherwise specified | ||||
Total stockholders' equity at Period Start at Dec. 31, 2011 | $14,249 | $57 | $22,414 | ($8,222) |
Balance, shares at Period Start at Dec. 31, 2011 | ' | 5,692 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Net loss | -3,091 | 0 | 0 | -3,091 |
Stock-based compensation expense | 408 | 0 | 408 | 0 |
Issuance of common stock as equity incentive awards, net of tax withholdings | 23 | 0 | 23 | 0 |
Issuance of common stock as equity incentive awards, net of tax withholdings, shares | ' | 13 | ' | ' |
Issuance of common stock upon conversion of restricted stock units, net of tax withholdings | 0 | 0 | 0 | 0 |
Issuance of common stock upon conversion of restricted stock units, net of tax withholdings, shares | ' | 1 | ' | ' |
Total stockholders' equity at Period End at Dec. 31, 2012 | 11,589 | 57 | 22,845 | -11,313 |
Balance, shares at Period End at Dec. 31, 2012 | 5,706 | 5,706 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Net loss | -3,785 | 0 | 0 | -3,785 |
Stock-based compensation expense | 299 | 0 | 299 | 0 |
Issuance of common stock as equity incentive awards, net of tax withholdings | 5 | 0 | 5 | 0 |
Issuance of common stock as equity incentive awards, net of tax withholdings, shares | ' | 5 | ' | ' |
Issuance of common stock upon conversion of restricted stock units, net of tax withholdings | 0 | 0 | 0 | 0 |
Issuance of common stock upon conversion of restricted stock units, net of tax withholdings, shares | ' | 2 | ' | ' |
Total stockholders' equity at Period End at Dec. 31, 2013 | $8,108 | $57 | $23,149 | ($15,098) |
Balance, shares at Period End at Dec. 31, 2013 | 5,713 | 5,713 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($3,785) | ($3,091) |
Adjustments to reconcile net loss to net cash used in operations: | ' | ' |
Non-cash stock-based compensation expense | 299 | 408 |
Depreciation and amortization | 795 | 878 |
Amortization of long-term client agreement | 0 | 250 |
Deferred income taxes | 7 | 4 |
Loss on write-off of software development costs | 5 | 14 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 455 | 1,885 |
Prepaid expenses and other assets | -442 | 27 |
Accounts payable and accrued liabilities | -287 | 129 |
Due to service providers | -1,235 | -578 |
Net cash used in operating activities | -4,188 | -74 |
Cash flows from investing activities: | ' | ' |
Investments in software development costs | -303 | -419 |
Additions to property and equipment | -12 | -109 |
Net cash used in investing activities | -315 | -528 |
Proceeds from Stock Options Exercised | 5 | 0 |
Cash flows from financing activities: | ' | ' |
Payment of income tax withholdings on net exercise of equity incentives | 0 | -8 |
Net cash provided by (used in) financing activities | 5 | -8 |
Net decrease in cash and cash equivalents | -4,498 | -610 |
Cash and cash equivalents at beginning of period | 10,705 | 11,315 |
Cash and cash equivalents at end of period | 6,207 | 10,705 |
Supplemental cash flow information: | ' | ' |
Cash paid for taxes | 117 | 49 |
Supplemental non-cash operating and financing activity: | ' | ' |
Accrued bonus paid with equity incentives | $0 | $23 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies | ||
American CareSource Holdings, Inc. ("ACS,” "the Company,” the “Registrant,” “we,” “us,” or “our”) works to help its clients control healthcare costs by offering cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. The Company markets its services to a number of healthcare companies including third party administrators (“TPAs”), insurance companies, large self-funded organizations, various employer groups and preferred provider organizations ("PPOs"). The Company offers payors this solution by: | ||
• | lowering its payors’ ancillary care costs through its network of high quality, cost effective providers that the Company has under contract at more favorable terms than they could generally obtain on their own; | |
• | providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor’s specific needs and is available to each payor’s members for covered services; | |
• | providing payors with claims management, reporting, processing and payment services; | |
• | performing network/needs analysis to assess the benefits to payors of adding additional/different service providers to the payor-specific provider networks; and | |
• | credentialing network service providers for inclusion in the payor-specific provider networks. | |
Basis of Presentation | ||
The consolidated financial statements include the accounts of the Company and its one wholly-owned subsidiary, Ancillary Care Services, Inc. All material intercompany accounts and transactions are eliminated in consolidation. Certain prior year amounts have been reclassified within the consolidated statement of operations, consolidated balance sheet, and consolidated statement of cash flow to conform to the current year presentation. | ||
Cash and Cash Equivalents | ||
The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts in deposit accounts in excess of federally insured limits of $250,000. The Company has not experienced any losses in such accounts. | ||
Revenue Recognition | ||
The Company recognizes revenue on the services that it provides, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers, (ii) providing claims management, reporting, processing and payment services, (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks and (iv) providing credentialing of network services 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 client payors and collections are reasonably assured. The Company estimates 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. | ||
The Company determines whether it is acting as a principal or agent in the fulfillment of the services rendered. After careful evaluation of the key gross and net revenue recognition indicators, the Company acknowledges that while the determination of gross versus net reporting is highly judgmental in nature, the Company has concluded that its circumstances are most consistent with those key indicators that support gross revenue reporting. | ||
Following are the key indicators that support the Company’s conclusion that it acts as a principal when settling claims for service providers through its contracted service provider network: | ||
• | The Company is the primary obligor in the arrangement. The Company has assessed its role as primary obligor as a strong indicator of gross reporting. The Company believes that it is the primary obligor in its transactions because it is responsible for providing the services desired by its client payors. The Company has distinct, separately negotiated contractual relationships with its client payors and with the ancillary health care providers in its networks. The Company does not negotiate “on behalf of” its client payors and does not hold itself out as the agent of the client payors when negotiating the terms of the Company’s ancillary healthcare service provider agreements. The Company’s agreements contractually prohibit client payors and service providers to enter into direct contractual relationships with one another. The client payors have no control over the terms of the Company’s agreements with the service providers. In executing transactions, the Company assumes key performance-related risks. The client payors hold the Company responsible for fulfillment, as the provider, of all of the services the client payors are entitled to under their contracts; client payors do not look to the service providers for fulfillment. In addition, the Company bears the pricing/margin risk as the principal in the transactions. Because the contracts with the client payors and service providers are separately negotiated, the Company has complete discretion in negotiating both the prices it charges its client payors and the financial terms of its agreements with the service providers. Since the Company’s profit is the spread between the amounts received from the client payors and the amount paid to the service providers, it bears significant pricing/margin risk. There is no guaranteed mark-up payable to the Company on the amount the Company has contracted. Thus, the Company bears the risk that amounts paid to the service provider will be greater than the amounts received from the client payors, resulting in a loss or negative claim. | |
• | The Company has latitude in establishing pricing. As stated above, the Company has complete latitude in negotiating the price to be paid to the Company by each client payor and the price to be paid to each contracted service provider. This type of pricing latitude indicates that the Company has the risks and rewards normally attributed to a principal in the transactions. | |
• | The Company changes the product or performs part of the services. The Company provides the benefits associated with the relationships it builds with the client payors and the services providers. While the parties could deal with each other directly, the client payors would not have the benefit of the Company’s experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to client payors of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers. | |
• | The Company has discretion in supplier selection. The Company has complete discretion in supplier selection. One of the key factors considered by client payors who engage the Company is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers. As part of the contractual arrangement between the Company and its client payors, the payors identify their obligations to their respective covered persons and then work with the Company to determine the types of ancillary healthcare services required in order for the payors to meet their obligations. The Company may select the providers and contract with them to provide services at its discretion. | |
• | The Company is involved in the determination of product or service specifications. The Company works with its client payors to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons. In some respects, the Company is customizing the product through its efforts and ability to assemble a comprehensive network of providers for its payors that is tailored to each payor’s specific needs. In addition, as part of its claims processing and payment services, the Company works with the client payors, on the one hand, and the providers, on the other, to set claims review, management and payment specifications. | |
• | The supplier (and not the Company) has credit risk. The Company believes it has some level of credit risk, but that risk is mitigated because the Company does not remit payment to providers unless and until it has received payment from the relevant client payors following the Company’s processing of a claim. | |
• | The amount that the Company earns is not fixed. The Company does not earn a fixed amount per transaction nor does it realize a per-person per-month charge for its services. | |
The Company has evaluated the other indicators of gross and net revenue recognition, including whether or not the Company has general inventory risk. The Company does not have any general inventory risk, as its business is not related to the manufacture, purchase or delivery of goods and it does not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, the Company has carefully evaluated all of the key gross and net revenue recognition indicators and has concluded that its circumstances are most consistent with those key indicators that support gross revenue reporting. | ||
If the Company were to report its revenues net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2013 and 2012, its net revenues would have been $7.0 million and $9.2 million, respectively. | ||
The Company records a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup 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 statements of operations. | ||
Provider Payments | ||
Payments to providers is the largest component of our cost of revenues and it consists of our payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients. | ||
Use of Estimates | ||
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The company considers its most significant estimates to be the collectibility of revenue and payments due to providers (and resulting margin as a percentage of revenue). Actual amounts could differ from those estimates. | ||
Property and Equipment | ||
Property and equipment are recorded at original cost and increased by the cost of any significant improvements subsequent to purchase. The Company expenses repairs and maintenance as incurred. Depreciation and amortization is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the term of the lease in the case of leasehold improvements. The Company capitalizes costs associated with software developed for internal use. During 2013 and 2012, we capitalized approximately $303,000 and $419,000 of internally developed software costs, respectively. | ||
Research and Development | ||
Research and development costs are expensed as incurred. | ||
Income Taxes | ||
Income taxes are accounted for under the asset and liability method. Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as “temporary differences”. The Company records the tax effect of these temporary differences as “deferred tax assets” (generally items that can be used as a tax deduction or credit in the future periods) and “deferred tax liabilities” (generally items that we received a tax deduction for, which have not yet been recorded in the statements of operations). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce deferred tax assets considered to be more likely than not that the deferred tax assets will not be realized. | ||
Stock Compensation | ||
The Company records all stock-based payments to employees in the consolidated financial statements over the vesting period based on their estimated fair values as of the measurement date of the respective awards. Additional information about the Company’s stock-based payment plan is presented in Note 8. | ||
Segment and Related Information | ||
The Company uses the “management approach” for reporting information about segments in its annual and interim financial statements. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure and any other manner in which management disaggregates a company. Based on the “management approach” model, the Company determined that the business is comprised of a single operating segment. | ||
Fair Value of Financial Instruments | ||
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. The fair value of instruments is determined by reference to various market data and other valuation techniques, as appropriate. Unless otherwise disclosed, the fair value of short-term financial instruments approximates their recorded values due to the short-term nature of the instruments. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Risks and Uncertainties [Abstract] | ' | ||||||||||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||||||||
During the years ended December 31, 2013 and 2012, five of the Company's clients comprised a significant portion of the Company’s revenues. The following is a summary of the approximate amounts of the Company’s revenue and accounts receivable contributed by each of those clients as of the dates and for the periods presented (amounts in thousands): | |||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Accounts Receivable | Revenue | % of Total Revenue | Accounts Receivable | Revenue | % of Total Revenue | ||||||||||||||||||
Material Client Relationship | $ | 532 | $ | 5,905 | 22 | % | $ | 720 | $ | 10,704 | 31 | % | |||||||||||
HealthMarkets, Inc. | 252 | 3,599 | 13 | 149 | 2,752 | 8 | |||||||||||||||||
Benefit Administrative Systems, LLC | 148 | 2,618 | 10 | 87 | 2,379 | 7 | |||||||||||||||||
HealthSCOPE Benefits, Inc. | 69 | 2,511 | 9 | 50 | 1,348 | 4 | |||||||||||||||||
MultiPlan, Inc. (formerly Viant Holdings, Inc.) | — | 1,008 | 4 | 22 | 2,941 | 8 | |||||||||||||||||
All Others | 1,312 | 11,397 | 43 | 1,711 | 15,054 | 43 | |||||||||||||||||
Allowance for Uncollectable Receivables/Provision for refunds | (336 | ) | (287 | ) | (1 | ) | (307 | ) | (276 | ) | (1 | ) | |||||||||||
$ | 1,977 | $ | 26,751 | 100 | % | $ | 2,432 | $ | 34,902 | 100 | % | ||||||||||||
The Material Client Relationship includes five related entities and MultiPlan, Inc. includes two related entities, which are aggregated for this presentation. |
Allowance_for_Uncollectable_Re
Allowance for Uncollectable Receivables and Refunds | 12 Months Ended |
Dec. 31, 2013 | |
Receivables [Abstract] | ' |
Allowance for Uncollectable Receivables and Refunds | ' |
Allowance for Uncollectable Receivables and Provision for Refunds | |
The Company maintains an allowance for uncollectable receivables which primarily relates to payor refunds. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payment made to the ancillary service provider if the claim has been fully resolved. Co-payments, deductibles and co-insurance payments can also impact the collectability of claims. While the Company is able to process a claim and estimate the cash it will receive from the payor for that claim, the presence of co-pays, deductibles and co-insurance payments can affect the ultimate collectability of the claim. The Company records an allowance against revenue to better estimate collectability. Provisions for refunds recorded were approximately $287,000 and $276,000 for the years ended December 31, 2013 and 2012, respectively. The allowance was approximately $336,000 and $307,000 at December 31, 2013 and 2012, respectively. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Property and Equipment | ' | ||||||||||
Property and Equipment | |||||||||||
Property and equipment, net consists of the following: | |||||||||||
Useful Lives (years) | 2013 | 2012 | |||||||||
Software – internally developed | 5 | $ | 2,877 | $ | 2,582 | ||||||
Software – purchased | 5-Mar | 596 | 614 | ||||||||
Computer equipment | 5-Mar | 589 | 594 | ||||||||
Furniture and fixtures | 5 | 358 | 356 | ||||||||
Leasehold improvements | 7 | 205 | 205 | ||||||||
4,625 | 4,351 | ||||||||||
Accumulated depreciation and amortization | (3,389 | ) | (2,758 | ) | |||||||
Property and equipment, net | $ | 1,236 | $ | 1,593 | |||||||
The Company recognized depreciation expense of approximately $667,000 and $750,000 during 2013 and 2012, respectively. The depreciation amounts include approximately $503,000 and $437,000 of amortization of internally developed software during 2013 and 2012, respectively. | |||||||||||
The Company capitalizes costs associated with internally developed software, developed for internal use only, during the application development stage. Application development stage costs generally include costs associated with internal-use software configuration, coding, installation and testing. Costs of significant upgrades and enhancements that result in additional functionality also are capitalized, whereas costs incurred for maintenance and minor upgrades and enhancements are expensed as incurred. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software and payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its intended purpose. | |||||||||||
During the years ended December 31, 2013 and 2012, the Company capitalized costs related to enhancements to its internal information technology claims management applications. The applications were originally developed in 2005 and from time to time, the Company will enhance the functionality and reporting capabilities of the applications. The enhancements are typically developed by the Company's internal information technology group. For internal resources, the Company capitalizes salary and related benefits. Periodically, third-party consultants will be utilized to perform the development with all related costs capitalized. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
Income tax provision for the years ended December 31, differed from the U.S. federal income tax rate of 34% approximately in the amounts indicated as a result of the following: | |||||||||
2013 | 2012 | ||||||||
Computed “expected” tax provision (benefit) | $ | (1,278 | ) | $ | (1,040 | ) | |||
Increase in the valuation allowance for deferred tax assets | 1,009 | 845 | |||||||
Short-fall on stock options, warrants, and RSUs | 330 | 245 | |||||||
State taxes | 19 | 25 | |||||||
Permanent items | 12 | 10 | |||||||
Other | (67 | ) | (54 | ) | |||||
Total income tax provision | $ | 25 | $ | 31 | |||||
Differences between financial accounting principles and tax laws cause differences between the bases 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 consisted of the following components: | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Operating loss carryforward | $ | 3,197 | $ | 1,919 | |||||
Accounts receivable allowance | 69 | 106 | |||||||
Texas tax credit carryforward | 221 | 228 | |||||||
Stock option compensation | 1,070 | 1,306 | |||||||
Goodwill | 602 | 723 | |||||||
Accrued expenses | 120 | 121 | |||||||
Alternative Minimum Tax credit carryforwards | 16 | 16 | |||||||
Total deferred tax assets | 5,295 | 4,419 | |||||||
Deferred tax liabilities: | |||||||||
Property and equipment | (397 | ) | (514 | ) | |||||
Prepaid expense | (71 | ) | (80 | ) | |||||
Total deferred tax liabilities | (468 | ) | (594 | ) | |||||
Valuation allowance | (4,606 | ) | (3,597 | ) | |||||
Net deferred tax assets | $ | 221 | $ | 228 | |||||
In 2011, a valuation allowance in the amount of $2.8 million was established against the net deferred tax assets with the exception of the Texas tax credit carryforward of approximately $232,000. During the year ended December 31, 2013, the Company increased the valuation allowance by approximately $1,009,000, which was included in the income tax provision for the year ended December 31, 2013. Due to the nature and timing of the reversal of the deferred tax assets and liabilities, the valuation allowance was established against the net deferred tax assets with the exception of the Texas tax credit carryforward of approximately $221,000. | |||||||||
As of December 31, 2013 and 2012, the net operating loss carryforwards were approximately $14.5 million and $10.9 million, which expire in 2025 through 2031. Included in the net operating loss carryforward is approximately $5.4 million 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 $1.9 million when the associated tax deduction results in a reduction in the income taxes payable. | |||||||||
The income tax provision shown on the statement of operations for the years ended December 31, 2013 and 2012 consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Current | $ | 18 | $ | 27 | |||||
Deferred | 7 | 4 | |||||||
$ | 25 | $ | 31 | ||||||
The Company has evaluated the accounting guidance for uncertainty in income taxes. Management has evaluated their material tax positions and determined there is no income tax effects with respect to the consolidated financial statements. The Company has identified the United States and Texas as major tax jurisdictions and is no longer subject to federal or state income tax examinations by tax authorities for years before 2007. During 2011 and the early part of 2012 the Company underwent an examination by tax authorities for its U.S. federal return for the year ended 2009. In August of 2012, the Company was notified that there were no changes proposed to the 2009 income tax return. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
Intangible Assets | |||||||||
The ancillary provider network is being amortized using the straight-line method over their expected useful lives of 15 years. Experience to date is that approximately 2-8% annual turnover or attrition of provider contracts occurs each year. The ancillary provider network is being accounted for on a pooled basis and the actual cancellation rates of provider contracts that were acquired are monitored for potential impairment or amortization adjustment, if warranted. We have performed an impairment assessment based on projected future cash flows and determined no impairment exists as of December 31, 2013 and 2012. The cost of adding additional providers is considered an ongoing operating expense, and is captured on the Statement of Operations under "Claims administration and provider development". | |||||||||
The following is a summary of our intangible assets as of December 31, for the years presented: | |||||||||
2013 | 2012 | ||||||||
Ancillary provider network | $ | 1,921 | $ | 1,921 | |||||
Software | 428 | 428 | |||||||
2,349 | 2,349 | ||||||||
Accumulated amortization | (1,709 | ) | (1,581 | ) | |||||
Intangibles, net | $ | 640 | $ | 768 | |||||
The capitalized value of the ancillary provider network that was acquired in the 2003 acquisition of the assets of our predecessor, American CareSource Corporation by Patient Infosystems (now CareGuide, Inc.), our former parent corporation. Amortization expense was approximately $128,000 for each of the years ended December 31, 2013 and 2012. Amortization expense is estimated at $128,000 per year through 2018. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
The Company leases office space under a non-cancelable lease agreement. In January 2013, the Company executed an extension of its existing lease agreement for a term of 24-months, expiring on March 31, 2015, which is included in the table below. Additionally the Company leases certain equipment under non-cancelable lease agreements, which expire at various dates through September 2016. | ||||
At December 31, 2013 minimum annual lease payments for operating leases are approximately as follows: | ||||
Operating Leases | ||||
2014 | $ | 345 | ||
2015 | 91 | |||
2016 | 6 | |||
Total minimum lease payments | $ | 442 | ||
Expense related to operating leases was approximately $342,000 and $318,000 for the years ended December 31, 2013 and 2012, respectively. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Stock Options | |||||||||||||||||
American CareSource Holdings, Inc. has an Employee Stock Option Plan (the “Stock Option Plan”) for the benefit of certain employees, non-employee directors, and key advisors. On May 16, 2005, the stockholders approved the 2005 Stock Option Plan which (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 American CareSource Holdings and consultants engaged by American CareSource Holdings, limited to 16,667 shares of Common Stock underlying the one-time grant of a Non-Qualified Option to which non-employee directors or non-employee nominees of the Board of Directors may be entitled. Stock options granted under the Stock Option Plan may be of two types: (1) incentive stock options and (2) nonqualified stock options. The option price of such grants shall be determined by a Committee of the Board of Directors (the “Committee”), but shall not be less than the estimated fair value of the common stock at the date the option is granted. The Committee shall fix the terms of the grants with no option term lasting longer than ten years. The ability to exercise such options shall be determined by the Committee when the options are granted. | |||||||||||||||||
Over time this plan has been amended to increase the number of shares available to a total of 1,249,776 shares. | |||||||||||||||||
On May 19, 2009, the stockholders of the Company approved the 2009 Equity Incentive Plan (the “2009 Plan”). The purpose of the 2009 Plan is (a) to allow selected employees and officers of the Company to acquire and increase equity ownership in the Company, which will strengthen their commitment to the success of the Company, and to attract new employees, officers and consultants, (b) to provide annual cash incentive compensation opportunities that are competitive with other peer corporations, (c) to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals, (d) to provide grantees an incentive for individual excellence, (e) to promote teamwork and (f) to attract and retain highly-qualified persons to serve as non-employee directors. The 2009 Plan allows for awards of non-qualified options, stock appreciation rights, restricted shares, performance units/shares, deferred stock, dividend equivalents and other stock-based awards up to 500,000 shares. The term of the 2009 Plan is ten years and all non-qualified options will be valued at not less than 100% of the market value of the Company’s stock on the date of grant. | |||||||||||||||||
Shares of common stock reserved for future grants under the Stock Option Plan and the 2009 Plan (the “Plans”) were 482,083 and 494,788 at December 31, 2013 and 2012, respectively. | |||||||||||||||||
Compensation expense related to all equity awards, including non-qualified stock options, restricted stock units and warrants, that has been charged against income for the years ended December 31, 2013 and 2012 was approximately $299,000 and $408,000, 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-Merton valuation model that uses the assumptions noted in the following table. Volatility is calculated using an analysis of historical volatility. The Company believes that the historical volatility of the Company’s stock is the best method for estimating future volatility. The expected lives of options are determined based on the Company’s historical share option exercise experience. The Company believes 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. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Weighted average grant date fair value | $ | 1.26 | $ | 1.01 | |||||||||||||
Weighted average assumptions used: | |||||||||||||||||
Expected volatility | 75.8 | % | 77.7 | % | |||||||||||||
Expected lives (years) | 6.2 | 6.2 | |||||||||||||||
Risk free interest rate | 1.7 | % | 1 | % | |||||||||||||
Forfeiture rate | 20.5 | % | 20.5 | % | |||||||||||||
Dividend rate | — | — | |||||||||||||||
A summary of stock option activity is as follows: | |||||||||||||||||
Options | Weighted-Average Exercise Price | ||||||||||||||||
(thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 739 | $ | 6.72 | ||||||||||||||
Granted | 100 | 1.49 | |||||||||||||||
Forfeited | (33 | ) | 5.11 | ||||||||||||||
Cancelled | (14 | ) | 10.65 | ||||||||||||||
Exercised | — | — | |||||||||||||||
Outstanding at December 31, 2012 | 792 | 6.06 | |||||||||||||||
Granted | 284 | 1.88 | |||||||||||||||
Forfeited | (113 | ) | 2.88 | ||||||||||||||
Cancelled | (208 | ) | 6.99 | ||||||||||||||
Exercised | (5 | ) | 0.93 | ||||||||||||||
Outstanding at December 31, 2013 | 750 | 4.74 | |||||||||||||||
Exercisable at December 31, 2013 | 400 | $ | 6.66 | ||||||||||||||
As of December 31, 2013, the weighted average remaining contractual life of the options outstanding was 6.6 years and the weighted average remaining contractual life of the outstanding exercisable options was 4.5 years. | |||||||||||||||||
The following table summarizes information concerning outstanding and exercisable options at December 31, 2013: | |||||||||||||||||
(in thousands) | Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Price | Number Outstanding | Weighted Average Outstanding Contractual Life | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||||||||
Under $1.00 | 53 | 1.3 | $ | 0.93 | 53 | $ | 0.93 | ||||||||||
$1.00 - $2.00 | 335 | 9.4 | $ | 1.82 | 42 | $ | 1.83 | ||||||||||
$2.01 - $3.00 | — | 0 | $ | — | — | $ | — | ||||||||||
$3.01 - $4.00 | 1 | 7.6 | $ | 3.72 | — | $ | 3.72 | ||||||||||
$4.01 - $5.00 | 39 | 6.6 | $ | 4.26 | 24 | $ | 4.26 | ||||||||||
$5.01 - $6.00 | 98 | 3.5 | $ | 5.55 | 97 | $ | 5.56 | ||||||||||
$6.01 - $7.00 | 91 | 6.2 | $ | 6.13 | 55 | $ | 6.14 | ||||||||||
Greater than $7.01 | 133 | 4.1 | $ | 12.22 | 129 | $ | 12.08 | ||||||||||
The total intrinsic value of options outstanding at December 31, 2013 and 2012 was approximately $46,000 and $30,000, respectively. The total intrinsic value of the options that are exercisable at December 31, 2013 and 2012 was approximately $40,000 and $29,000, respectively. There were 5,411 shares exercised during the year ended December 31, 2013 with an intrinsic value of approximately $5,000. No options were exercised during the year ended December 31, 2012. | |||||||||||||||||
Compensation expense related to non-qualified stock options charged to operations during 2013 was approximately $247,000. As of December 31, 2013, there was approximately $413,000 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 3.4 years. | |||||||||||||||||
Restricted Stock Units | |||||||||||||||||
Under the 2009 Plan, the Company 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 the Company’s common stock. The RSUs are valued at the market price of the Company’s 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 0% as the RSUs have been awarded primarily to members of our Board of Directors and members of senior management of the Company. At the Annual Meeting on May 30, 2013, the Board approved a compensation plan that provides an annual grant of RSUs to non-employee directors on the date of the Company's annual meeting of stockholders. Pursuant to the provisions of the plan, 50,000 RSUs were granted during the twelve months ended December 31, 2013. No RSUs were granted during the twelve months ended December 31, 2012. | |||||||||||||||||
A summary of RSU activity is as follows: | |||||||||||||||||
RSUs | Weighted-Average Grant Date Fair Value | ||||||||||||||||
Outstanding at December 31, 2011 | 6 | $ | 21.45 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Converted to common stock | (2 | ) | 21.53 | ||||||||||||||
Outstanding at December 31, 2012 | 4 | 21.4 | |||||||||||||||
Granted | 50 | 1.99 | |||||||||||||||
Forfeited | (1 | ) | 21.63 | ||||||||||||||
Converted to common stock | (2 | ) | 21.32 | ||||||||||||||
Outstanding at December 31, 2013 | 51 | 2.4 | |||||||||||||||
Vested and convertible to common stock at December 31, 2013 | 15 | $ | 2.15 | ||||||||||||||
Compensation expense related to RSUs charged to operations during 2013 and 2012 was approximately $52,000 and $37,000, respectively. As of December 31, 2013, there was approximately $74,000 of total unrecognized compensation cost related to non-vested RSUs granted under the plan. The cost is expected to be recognized over a weighted average period of 1.4 years. | |||||||||||||||||
Shares of common stock and common stock equivalents, along with earnings per share and other per share amounts, have been retroactively restated to reflect the 1-for-3 reverse stock split that occurred on September 4, 2012 for all periods presented. |
Stock_Warrants
Stock Warrants | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Warrants [Abstract] | ' | |||||
Warrants | ' | |||||
Stock Warrants | ||||||
The Company entered into an agreement as of February 25, 2011 with an employee, whereby the Company agreed to issue warrants to purchase 83,333 shares of common stock with an exercise price of $5.01. The warrants have a term of 5 years and vest in increments over a time period of 2 years depending on the achievement of defined, agreed upon revenue targets generated by new clients. The agreement also obligates the Company to issue warrants to purchase up to an additional 166,666 shares of common stock (issued in 83,333 increments) pursuant to the achievement of additional defined agreed upon revenue targets. During the twelve months ended December 31, 2011, we did not recognize compensation costs associated with these warrants due to the low probability of vesting. | ||||||
On February 1, 2012, certain terms of the agreement were modified, including the revenue targets and the total number of shares under the initial and future warrants. The warrants initially granted now cover 44,444 shares to be purchased at an exercise price of $1.50, 22,222 of which vested immediately, and the remaining 22,222 shares vesting upon the achievement of certain revenue targets. The number of shares underlying warrants to be issued under the agreement in the future was reduced to 88,889 shares (issued in 44,444 increments) based upon the achievement of additional defined agreed upon revenue targets. | ||||||
During the twelve months ended December 31, 2012, we recognized compensation costs of approximately $21,000 associated with the initial vesting of 22,222 shares. We did not recognize any compensation costs for the period ended December 31, 2013. Additional costs associated with the warrants will be recognized based on the probability that the revenue targets will be reached. That probability will be re-evaluated and updated based on current market conditions, on a quarterly basis, and compensation costs will be adjusted accordingly. | ||||||
A summary of stock warrant activity is as follows: | ||||||
Outstanding Warrants | Weighted-Average Exercise Price | |||||
(thousands) | ||||||
Outstanding at December 31, 2011 | 158 | $ | 5.25 | |||
Granted | — | — | ||||
Cancelled | (114 | ) | $ | 4.15 | ||
Outstanding at December 31, 2012 | 44 | $ | 1.5 | |||
Granted | — | — | ||||
Cancelled or expired | — | — | ||||
Outstanding at December 31, 2013 | 44 | $ | 1.5 | |||
Vested at December 31, 2013 | 22 | $ | 1.5 | |||
Shares of common stock and common stock equivalents, along with earnings per share and other per share amounts, have been retroactively restated to reflect the 1-for-3 reverse stock split that occurred on September 4, 2012 for all periods presented. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' |
Earnings (Loss) Per Share | ' |
Earnings (Loss) Per Share | |
Basic earnings (loss) per share is computed by dividing net income (or loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share reflects the potential dilution that could occur if options, warrants and restricted stock units to purchase common stock were exercised or converted. For purposes of this calculation, outstanding stock options, stock warrants and restricted stock units are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. | |
For the year ended December 31, 2013, options to purchase approximately 750,000 shares of commons stock, warrants to purchase approximately 44,400 shares of common stock, and approximately 36,400 unvested restricted stock units were excluded from the calculation as their impact would be anti-dilutive. |
Significant_Client_Agreements
Significant Client Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Significant Agreements | ' |
Significant Agreements | |
The decline in net revenue and billed claims volume from our relationship with MultiPlan, Inc. ("MultiPlan") is due to the acquisition by MultiPlan of Viant Holdings, Inc. As part of that transition, MultiPlan moved its payors and employer groups to its existing networks. While we did not receive a formal termination notice from MultiPlan, the transition was substantially completed as of December 31, 2012. We recognized $1.0 million in revenue in 2013 as the final employer groups transitioned to MultiPlan networks. The expectation is that all claims volume and related revenue from this client will cease sometime in 2014. | |
On December 31, 2012, the Company entered into a Health Care Services Access Agreement (the “Agreement”) with HealthSmart Preferred Care II, L.P., HealthSmart Preferred Network II, Inc., and SelectNet Plus, Inc. (referred to hereinafter collectively as “HSPC”). | |
The purpose of the Agreement is, among other things, for HSPC to utilize the Company’s providers and active referral management in order to provide benefits for healthcare services to certain benefit plans and their plan participants for whom HSPC provides services. Pursuant to the Agreement, HSPC will provide claim consolidation and routing of claims to the Company generating reductions in various charges for healthcare services that are covered services provided to plan participants. | |
As part of the Agreement, the Company agreed to pay HSPC a monthly administrative services fee (the “Administrative Services Fee”) to reimburse and to compensate HSPC for the work that HSPC is required to perform to support the Company’s program. The Administrative Services Fee is based upon paid claims arising from the Company’s network of providers. | |
Pursuant to the Agreement, for services other than primary group health services, the Company will be compensated based on a percentage of the gross revenue actually collected by HSPC from its payors and clients for claims utilizing a Company discount through certain of the Company’s networks. | |
The Agreement is for a term of three years (the “Initial Term”), with one automatic two year renewal, unless the Agreement is terminated by a party if the other party breaches the Agreement and such breach has not been cured prior to the expiration of thirty days following the non-breaching party’s delivery of written notice specifying such breach to the breaching party or unless either party provides notice of non-renewal no less than ninety days prior to the expiration of the Initial Term. Following the automatic two year renewal term, the Agreement shall automatically renew for successive periods of one year unless earlier terminated by a party for breach or unless either party provides notice of non-renewal no less than ninety days prior to the expiration of the two year renewal term or any subsequent renewal term. | |
As part of the Agreement, the Provider Service Agreement by and between the Company and HSPC, dated August 1, 2002, as amended through December 20, 2008, was terminated. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plans | ' |
Employee Benefit Plans | |
The Company provides a defined contribution plan for employees meeting minimum service requirements. Employees can contribute up to 100% of their current compensation to the plan subject to certain statutory limitations. The Company contributes up to a maximum of 3.5% of an employee’s compensation and plan participants are fully-vested in the Company’s contributions immediately. The Company made contributions to the plan and charged operations approximately $98,000 and $107,000 during the years ended December 31, 2013 and 2012, respectively. |
Quarterly_Financial_Informatio
Quarterly Financial Information | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Information | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Information (unaudited) | |||||||||||||||||||||||||||||||||
The following table contains selected financial information from unaudited statements of operations for each quarter of 2013 and 2012. | |||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Dec. 31 | Sept. 30 | 30-Jun | Mar. 31 | Dec. 31 | Sept. 30 | 30-Jun | Mar. 31 | ||||||||||||||||||||||||||
Net revenues | $ | 6,210 | $ | 6,493 | $ | 6,443 | $ | 7,605 | $ | 9,100 | $ | 8,186 | $ | 8,215 | $ | 9,401 | |||||||||||||||||
Contribution margin | 1,071 | 764 | 595 | 771 | 1,334 | 987 | 1,048 | 1,290 | |||||||||||||||||||||||||
Contribution margin % | 17.2 | 11.8 | 9.2 | 10.1 | 14.7 | 12.1 | 12.8 | 13.7 | |||||||||||||||||||||||||
Loss before income taxes | (259 | ) | (852 | ) | (1,505 | ) | (1,144 | ) | (626 | ) | (1,071 | ) | (812 | ) | (551 | ) | |||||||||||||||||
Net loss | (267 | ) | (858 | ) | (1,509 | ) | (1,151 | ) | (629 | ) | (1,075 | ) | (829 | ) | (558 | ) | |||||||||||||||||
Loss per basic and diluted share | (0.05 | ) | (0.15 | ) | (0.26 | ) | (0.20 | ) | (0.11 | ) | (0.19 | ) | (0.14 | ) | (0.10 | ) | |||||||||||||||||
Shares used in computing basic and diluted loss per share | 5,722 | 5,716 | 5,712 | 5,711 | 5,711 | 5,711 | 5,710 | 5,696 | |||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
The consolidated financial statements include the accounts of the Company and its one wholly-owned subsidiary, Ancillary Care Services, Inc. All material intercompany accounts and transactions are eliminated in consolidation. Certain prior year amounts have been reclassified within the consolidated statement of operations, consolidated balance sheet, and consolidated statement of cash flow to conform to the current year presentation. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts in deposit accounts in excess of federally insured limits of $250,000. The Company has not experienced any losses in such accounts. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
The Company recognizes revenue on the services that it provides, which includes (i) providing payor clients with a comprehensive network of ancillary healthcare providers, (ii) providing claims management, reporting, processing and payment services, (iii) providing network/need analysis to assess the benefits to payor clients of adding additional/different service providers to the client-specific provider networks and (iv) providing credentialing of network services 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 client payors and collections are reasonably assured. The Company estimates 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. | ||
The Company determines whether it is acting as a principal or agent in the fulfillment of the services rendered. After careful evaluation of the key gross and net revenue recognition indicators, the Company acknowledges that while the determination of gross versus net reporting is highly judgmental in nature, the Company has concluded that its circumstances are most consistent with those key indicators that support gross revenue reporting. | ||
Following are the key indicators that support the Company’s conclusion that it acts as a principal when settling claims for service providers through its contracted service provider network: | ||
• | The Company is the primary obligor in the arrangement. The Company has assessed its role as primary obligor as a strong indicator of gross reporting. The Company believes that it is the primary obligor in its transactions because it is responsible for providing the services desired by its client payors. The Company has distinct, separately negotiated contractual relationships with its client payors and with the ancillary health care providers in its networks. The Company does not negotiate “on behalf of” its client payors and does not hold itself out as the agent of the client payors when negotiating the terms of the Company’s ancillary healthcare service provider agreements. The Company’s agreements contractually prohibit client payors and service providers to enter into direct contractual relationships with one another. The client payors have no control over the terms of the Company’s agreements with the service providers. In executing transactions, the Company assumes key performance-related risks. The client payors hold the Company responsible for fulfillment, as the provider, of all of the services the client payors are entitled to under their contracts; client payors do not look to the service providers for fulfillment. In addition, the Company bears the pricing/margin risk as the principal in the transactions. Because the contracts with the client payors and service providers are separately negotiated, the Company has complete discretion in negotiating both the prices it charges its client payors and the financial terms of its agreements with the service providers. Since the Company’s profit is the spread between the amounts received from the client payors and the amount paid to the service providers, it bears significant pricing/margin risk. There is no guaranteed mark-up payable to the Company on the amount the Company has contracted. Thus, the Company bears the risk that amounts paid to the service provider will be greater than the amounts received from the client payors, resulting in a loss or negative claim. | |
• | The Company has latitude in establishing pricing. As stated above, the Company has complete latitude in negotiating the price to be paid to the Company by each client payor and the price to be paid to each contracted service provider. This type of pricing latitude indicates that the Company has the risks and rewards normally attributed to a principal in the transactions. | |
• | The Company changes the product or performs part of the services. The Company provides the benefits associated with the relationships it builds with the client payors and the services providers. While the parties could deal with each other directly, the client payors would not have the benefit of the Company’s experience and expertise in assembling a comprehensive network of service providers, in claims management, reporting and processing and payment services, in performing network/needs analysis to assess the benefits to client payors of adding additional/different service providers to the client payor-specific provider networks, and in credentialing network service providers. | |
• | The Company has discretion in supplier selection. The Company has complete discretion in supplier selection. One of the key factors considered by client payors who engage the Company is to have the Company undertake the responsibility for identifying, qualifying, contracting with and managing the relationships with the ancillary healthcare service providers. As part of the contractual arrangement between the Company and its client payors, the payors identify their obligations to their respective covered persons and then work with the Company to determine the types of ancillary healthcare services required in order for the payors to meet their obligations. The Company may select the providers and contract with them to provide services at its discretion. | |
• | The Company is involved in the determination of product or service specifications. The Company works with its client payors to determine the types of ancillary healthcare services required in order for the payors to meet their obligations to their respective covered persons. In some respects, the Company is customizing the product through its efforts and ability to assemble a comprehensive network of providers for its payors that is tailored to each payor’s specific needs. In addition, as part of its claims processing and payment services, the Company works with the client payors, on the one hand, and the providers, on the other, to set claims review, management and payment specifications. | |
• | The supplier (and not the Company) has credit risk. The Company believes it has some level of credit risk, but that risk is mitigated because the Company does not remit payment to providers unless and until it has received payment from the relevant client payors following the Company’s processing of a claim. | |
• | The amount that the Company earns is not fixed. The Company does not earn a fixed amount per transaction nor does it realize a per-person per-month charge for its services. | |
The Company has evaluated the other indicators of gross and net revenue recognition, including whether or not the Company has general inventory risk. The Company does not have any general inventory risk, as its business is not related to the manufacture, purchase or delivery of goods and it does not purchase in advance any of the services to be provided by the ancillary healthcare service providers. While the absence of this risk would be one indicator in support of net revenue reporting, as described in detail above, the Company has carefully evaluated all of the key gross and net revenue recognition indicators and has concluded that its circumstances are most consistent with those key indicators that support gross revenue reporting. | ||
If the Company were to report its revenues net of provider payments rather than on a gross reporting basis, for the years ended December 31, 2013 and 2012, its net revenues would have been $7.0 million and $9.2 million, respectively. | ||
The Company records a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayments on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup 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 statements of operations. | ||
Provider Payments | ' | |
Provider Payments | ||
Payments to providers is the largest component of our cost of revenues and it consists of our payments for ancillary care services in accordance with contracts negotiated with providers for specific ancillary services, separately from contracts negotiated with our clients. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Property and equipment are recorded at original cost and increased by the cost of any significant improvements subsequent to purchase. The Company expenses repairs and maintenance as incurred. Depreciation and amortization is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the term of the lease in the case of leasehold improvements. The Company capitalizes costs associated with software developed for internal use. | ||
Research and Development | ' | |
Research and Development | ||
Research and development costs are expensed as incurred. | ||
Income Taxes | ' | |
Income Taxes | ||
Income taxes are accounted for under the asset and liability method. Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as “temporary differences”. The Company records the tax effect of these temporary differences as “deferred tax assets” (generally items that can be used as a tax deduction or credit in the future periods) and “deferred tax liabilities” (generally items that we received a tax deduction for, which have not yet been recorded in the statements of operations). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance is established to reduce deferred tax assets considered to be more likely than not that the deferred tax assets will not be realized. | ||
Stock Compensation | ' | |
Stock Compensation | ||
The Company records all stock-based payments to employees in the consolidated financial statements over the vesting period based on their estimated fair values as of the measurement date of the respective awards. Additional information about the Company’s stock-based payment plan is presented in Note 8. | ||
Segment and Related Information | ' | |
Segment and Related Information | ||
The Company uses the “management approach” for reporting information about segments in its annual and interim financial statements. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure and any other manner in which management disaggregates a company. Based on the “management approach” model, the Company determined that the business is comprised of a single operating segment. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. The fair value of instruments is determined by reference to various market data and other valuation techniques, as appropriate. Unless otherwise disclosed, the fair value of short-term financial instruments approximates their recorded values due to the short-term nature of the instruments. |
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Revenue Recognition [Abstract] | ' | ||||||||||||||||||||||
Summary of Revenues and Accounts Receivable Contributed by Client | ' | ||||||||||||||||||||||
The following is a summary of the approximate amounts of the Company’s revenue and accounts receivable contributed by each of those clients as of the dates and for the periods presented (amounts in thousands): | |||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Accounts Receivable | Revenue | % of Total Revenue | Accounts Receivable | Revenue | % of Total Revenue | ||||||||||||||||||
Material Client Relationship | $ | 532 | $ | 5,905 | 22 | % | $ | 720 | $ | 10,704 | 31 | % | |||||||||||
HealthMarkets, Inc. | 252 | 3,599 | 13 | 149 | 2,752 | 8 | |||||||||||||||||
Benefit Administrative Systems, LLC | 148 | 2,618 | 10 | 87 | 2,379 | 7 | |||||||||||||||||
HealthSCOPE Benefits, Inc. | 69 | 2,511 | 9 | 50 | 1,348 | 4 | |||||||||||||||||
MultiPlan, Inc. (formerly Viant Holdings, Inc.) | — | 1,008 | 4 | 22 | 2,941 | 8 | |||||||||||||||||
All Others | 1,312 | 11,397 | 43 | 1,711 | 15,054 | 43 | |||||||||||||||||
Allowance for Uncollectable Receivables/Provision for refunds | (336 | ) | (287 | ) | (1 | ) | (307 | ) | (276 | ) | (1 | ) | |||||||||||
$ | 1,977 | $ | 26,751 | 100 | % | $ | 2,432 | $ | 34,902 | 100 | % | ||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Schedule of Property and Equipment | ' | ||||||||||
Property and equipment, net consists of the following: | |||||||||||
Useful Lives (years) | 2013 | 2012 | |||||||||
Software – internally developed | 5 | $ | 2,877 | $ | 2,582 | ||||||
Software – purchased | 5-Mar | 596 | 614 | ||||||||
Computer equipment | 5-Mar | 589 | 594 | ||||||||
Furniture and fixtures | 5 | 358 | 356 | ||||||||
Leasehold improvements | 7 | 205 | 205 | ||||||||
4,625 | 4,351 | ||||||||||
Accumulated depreciation and amortization | (3,389 | ) | (2,758 | ) | |||||||
Property and equipment, net | $ | 1,236 | $ | 1,593 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Effective income tax rate reconciliation | ' | ||||||||
Income tax provision for the years ended December 31, differed from the U.S. federal income tax rate of 34% approximately in the amounts indicated as a result of the following: | |||||||||
2013 | 2012 | ||||||||
Computed “expected” tax provision (benefit) | $ | (1,278 | ) | $ | (1,040 | ) | |||
Increase in the valuation allowance for deferred tax assets | 1,009 | 845 | |||||||
Short-fall on stock options, warrants, and RSUs | 330 | 245 | |||||||
State taxes | 19 | 25 | |||||||
Permanent items | 12 | 10 | |||||||
Other | (67 | ) | (54 | ) | |||||
Total income tax provision | $ | 25 | $ | 31 | |||||
Schedule of deferred tax assets and liabilities | ' | ||||||||
The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities and consisted of the following components: | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Operating loss carryforward | $ | 3,197 | $ | 1,919 | |||||
Accounts receivable allowance | 69 | 106 | |||||||
Texas tax credit carryforward | 221 | 228 | |||||||
Stock option compensation | 1,070 | 1,306 | |||||||
Goodwill | 602 | 723 | |||||||
Accrued expenses | 120 | 121 | |||||||
Alternative Minimum Tax credit carryforwards | 16 | 16 | |||||||
Total deferred tax assets | 5,295 | 4,419 | |||||||
Deferred tax liabilities: | |||||||||
Property and equipment | (397 | ) | (514 | ) | |||||
Prepaid expense | (71 | ) | (80 | ) | |||||
Total deferred tax liabilities | (468 | ) | (594 | ) | |||||
Valuation allowance | (4,606 | ) | (3,597 | ) | |||||
Net deferred tax assets | $ | 221 | $ | 228 | |||||
Components of income tax expense (benefit) | ' | ||||||||
The income tax provision shown on the statement of operations for the years ended December 31, 2013 and 2012 consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Current | $ | 18 | $ | 27 | |||||
Deferred | 7 | 4 | |||||||
$ | 25 | $ | 31 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Summary of Intangible Assets | ' | ||||||||
The following is a summary of our intangible assets as of December 31, for the years presented: | |||||||||
2013 | 2012 | ||||||||
Ancillary provider network | $ | 1,921 | $ | 1,921 | |||||
Software | 428 | 428 | |||||||
2,349 | 2,349 | ||||||||
Accumulated amortization | (1,709 | ) | (1,581 | ) | |||||
Intangibles, net | $ | 640 | $ | 768 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Annual Lease Payments for Operating Leases | ' | |||
At December 31, 2013 minimum annual lease payments for operating leases are approximately as follows: | ||||
Operating Leases | ||||
2014 | $ | 345 | ||
2015 | 91 | |||
2016 | 6 | |||
Total minimum lease payments | $ | 442 | ||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of valuation assumptions | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Weighted average grant date fair value | $ | 1.26 | $ | 1.01 | |||||||||||||
Weighted average assumptions used: | |||||||||||||||||
Expected volatility | 75.8 | % | 77.7 | % | |||||||||||||
Expected lives (years) | 6.2 | 6.2 | |||||||||||||||
Risk free interest rate | 1.7 | % | 1 | % | |||||||||||||
Forfeiture rate | 20.5 | % | 20.5 | % | |||||||||||||
Dividend rate | — | — | |||||||||||||||
Summary of stock option activity | ' | ||||||||||||||||
A summary of stock option activity is as follows: | |||||||||||||||||
Options | Weighted-Average Exercise Price | ||||||||||||||||
(thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 739 | $ | 6.72 | ||||||||||||||
Granted | 100 | 1.49 | |||||||||||||||
Forfeited | (33 | ) | 5.11 | ||||||||||||||
Cancelled | (14 | ) | 10.65 | ||||||||||||||
Exercised | — | — | |||||||||||||||
Outstanding at December 31, 2012 | 792 | 6.06 | |||||||||||||||
Granted | 284 | 1.88 | |||||||||||||||
Forfeited | (113 | ) | 2.88 | ||||||||||||||
Cancelled | (208 | ) | 6.99 | ||||||||||||||
Exercised | (5 | ) | 0.93 | ||||||||||||||
Outstanding at December 31, 2013 | 750 | 4.74 | |||||||||||||||
Exercisable at December 31, 2013 | 400 | $ | 6.66 | ||||||||||||||
Summary of outstanding and exercisable options | ' | ||||||||||||||||
The following table summarizes information concerning outstanding and exercisable options at December 31, 2013: | |||||||||||||||||
(in thousands) | Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Price | Number Outstanding | Weighted Average Outstanding Contractual Life | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||||||||
Under $1.00 | 53 | 1.3 | $ | 0.93 | 53 | $ | 0.93 | ||||||||||
$1.00 - $2.00 | 335 | 9.4 | $ | 1.82 | 42 | $ | 1.83 | ||||||||||
$2.01 - $3.00 | — | 0 | $ | — | — | $ | — | ||||||||||
$3.01 - $4.00 | 1 | 7.6 | $ | 3.72 | — | $ | 3.72 | ||||||||||
$4.01 - $5.00 | 39 | 6.6 | $ | 4.26 | 24 | $ | 4.26 | ||||||||||
$5.01 - $6.00 | 98 | 3.5 | $ | 5.55 | 97 | $ | 5.56 | ||||||||||
$6.01 - $7.00 | 91 | 6.2 | $ | 6.13 | 55 | $ | 6.14 | ||||||||||
Greater than $7.01 | 133 | 4.1 | $ | 12.22 | 129 | $ | 12.08 | ||||||||||
Summary of restricted stock options activity | ' | ||||||||||||||||
A summary of RSU activity is as follows: | |||||||||||||||||
RSUs | Weighted-Average Grant Date Fair Value | ||||||||||||||||
Outstanding at December 31, 2011 | 6 | $ | 21.45 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Converted to common stock | (2 | ) | 21.53 | ||||||||||||||
Outstanding at December 31, 2012 | 4 | 21.4 | |||||||||||||||
Granted | 50 | 1.99 | |||||||||||||||
Forfeited | (1 | ) | 21.63 | ||||||||||||||
Converted to common stock | (2 | ) | 21.32 | ||||||||||||||
Outstanding at December 31, 2013 | 51 | 2.4 | |||||||||||||||
Vested and convertible to common stock at December 31, 2013 | 15 | $ | 2.15 | ||||||||||||||
Stock_Warrants_Tables
Stock Warrants (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||
Summary of Stock Warrant Activity | ' | |||||
A summary of stock warrant activity is as follows: | ||||||
Outstanding Warrants | Weighted-Average Exercise Price | |||||
(thousands) | ||||||
Outstanding at December 31, 2011 | 158 | $ | 5.25 | |||
Granted | — | — | ||||
Cancelled | (114 | ) | $ | 4.15 | ||
Outstanding at December 31, 2012 | 44 | $ | 1.5 | |||
Granted | — | — | ||||
Cancelled or expired | — | — | ||||
Outstanding at December 31, 2013 | 44 | $ | 1.5 | |||
Vested at December 31, 2013 | 22 | $ | 1.5 | |||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||||||||||||||||||
The following table contains selected financial information from unaudited statements of operations for each quarter of 2013 and 2012. | |||||||||||||||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Dec. 31 | Sept. 30 | 30-Jun | Mar. 31 | Dec. 31 | Sept. 30 | 30-Jun | Mar. 31 | ||||||||||||||||||||||||||
Net revenues | $ | 6,210 | $ | 6,493 | $ | 6,443 | $ | 7,605 | $ | 9,100 | $ | 8,186 | $ | 8,215 | $ | 9,401 | |||||||||||||||||
Contribution margin | 1,071 | 764 | 595 | 771 | 1,334 | 987 | 1,048 | 1,290 | |||||||||||||||||||||||||
Contribution margin % | 17.2 | 11.8 | 9.2 | 10.1 | 14.7 | 12.1 | 12.8 | 13.7 | |||||||||||||||||||||||||
Loss before income taxes | (259 | ) | (852 | ) | (1,505 | ) | (1,144 | ) | (626 | ) | (1,071 | ) | (812 | ) | (551 | ) | |||||||||||||||||
Net loss | (267 | ) | (858 | ) | (1,509 | ) | (1,151 | ) | (629 | ) | (1,075 | ) | (829 | ) | (558 | ) | |||||||||||||||||
Loss per basic and diluted share | (0.05 | ) | (0.15 | ) | (0.26 | ) | (0.20 | ) | (0.11 | ) | (0.19 | ) | (0.14 | ) | (0.10 | ) | |||||||||||||||||
Shares used in computing basic and diluted loss per share | 5,722 | 5,716 | 5,712 | 5,711 | 5,711 | 5,711 | 5,710 | 5,696 | |||||||||||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Revenues, net of provider payment | $7,000,000 | $9,200,000 |
Payments for Software | $303,000 | $419,000 |
Concentration_of_Credit_Risk_R
Concentration of Credit Risk (Revenue and Accounts Receivable) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of signifcant customers | ' | ' | ' | ' | ' | ' | ' | ' | 5 | 2 |
Allowance for uncollectable receivables | ($336) | ' | ' | ' | ($307) | ' | ' | ' | ($336) | ($307) |
Accounts Receivable, Net | 1,977 | ' | ' | ' | 2,432 | ' | ' | ' | 1,977 | 2,432 |
Provision for refunds | ' | ' | ' | ' | ' | ' | ' | ' | -287 | -276 |
Revenue, Net | 6,210 | 6,493 | 6,443 | 7,605 | 9,100 | 8,186 | 8,215 | 9,401 | 26,751 | 34,902 |
Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% |
Material Client Relationship [Member] | Customer Concentration Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 532 | ' | ' | ' | 720 | ' | ' | ' | 532 | 720 |
Revenue, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 5,905 | 10,704 |
Material Client Relationship [Member] | Customer Concentration Risk | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | 31.00% |
HealthMarkets, Inc [Member] | Customer Concentration Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 252 | ' | ' | ' | 149 | ' | ' | ' | 252 | 149 |
Revenue, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 3,599 | 2,752 |
HealthMarkets, Inc [Member] | Customer Concentration Risk | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 13.00% | 8.00% |
Benefit Administrative Systems, LLC [Member] | Customer Concentration Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 148 | ' | ' | ' | 87 | ' | ' | ' | 148 | 87 |
Revenue, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 2,618 | 2,379 |
Benefit Administrative Systems, LLC [Member] | Customer Concentration Risk | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 7.00% |
HealthSCOPE Benefits, Inc. [Member] | Customer Concentration Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 69 | ' | ' | ' | 50 | ' | ' | ' | 69 | 50 |
Revenue, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 2,511 | 1,348 |
HealthSCOPE Benefits, Inc. [Member] | Customer Concentration Risk | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 4.00% |
MultiPlan, Inc. [Member] | Customer Concentration Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 0 | ' | ' | ' | 22 | ' | ' | ' | 0 | 22 |
Revenue, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 1,008 | 2,941 |
MultiPlan, Inc. [Member] | Customer Concentration Risk | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 8.00% |
All Other Non-Material Customers [Member] | Customer Concentration Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 1,312 | ' | ' | ' | 1,711 | ' | ' | ' | 1,312 | 1,711 |
Revenue, Gross | ' | ' | ' | ' | ' | ' | ' | ' | $11,397 | $15,054 |
All Other Non-Material Customers [Member] | Customer Concentration Risk | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 43.00% | 43.00% |
Provision for Refunds [Member] | Sales Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | -1.00% | -1.00% |
Allowance_for_Uncollectable_Re1
Allowance for Uncollectable Receivables and Refunds (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | ' | ' |
Provision for refunds | $287 | $276 |
Allowance for uncollectable receivables | $336 | $307 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $4,625,000 | $4,351,000 |
Accumulated depreciation and amortization | -3,389,000 | -2,758,000 |
Property and equipment, net | 1,236,000 | 1,593,000 |
Depreciation | 667,000 | 750,000 |
Software - internally development | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '5 years | ' |
Property and equipment, gross | 2,877,000 | 2,582,000 |
Amortization of capitalized software | 503,000 | 437,000 |
Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 596,000 | 614,000 |
Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 589,000 | 594,000 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '5 years | ' |
Property and equipment, gross | 358,000 | 356,000 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '7 years | ' |
Property and equipment, gross | $205,000 | $205,000 |
Minimum | Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '3 years | ' |
Minimum | Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '3 years | ' |
Maximum | Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '5 years | ' |
Maximum | Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful Lives (years) | '5 years | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Valuation allowance | $4,606,000 | $3,597,000 | $2,800,000 |
U.S. federal income tax rate | 34.00% | ' | ' |
Increase in the valuation allowance for deferred tax assets | 1,009,000 | 845,000 | ' |
Net deferred tax assets | 221,000 | 228,000 | ' |
Operating loss carryforward | 3,197,000 | 1,919,000 | ' |
Net operating loss carryforwards | 14,500,000 | 10,900,000 | ' |
Expected adjustments to additional paid in capital | 1,900,000 | ' | ' |
Excess Tax Benefits on Stock Options and Warrants Exercised | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Net deferred tax assets | 5,400,000 | ' | ' |
Texas | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Valuation allowance | ' | ' | $232,000 |
Income_Taxes_Income_Tax_Reconc
Income Taxes (Income Tax Reconciliation) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Computed bexpectedb tax provision (benefit) | ($1,278) | ($1,040) |
Increase in the valuation allowance for deferred tax assets | 1,009 | 845 |
Short-fall on stock options, warrants, and RSUs | 330 | 245 |
State taxes | 19 | 25 |
Permanent items | 12 | 10 |
Other | -67 | -54 |
Total income tax provision | $25 | $31 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Deferred Tax Assets | ' | ' | ' |
Operating loss carryforward | $3,197 | $1,919 | ' |
Accounts receivable allowance | 69 | 106 | ' |
Texas tax credit carryforward | 221 | 228 | ' |
Stock option compensation | 1,070 | 1,306 | ' |
Goodwill | 602 | 723 | ' |
Accrued expenses | 120 | 121 | ' |
Alternative Minimum Tax credit carryforwards | 16 | 16 | ' |
Total deferred tax assets | 5,295 | 4,419 | ' |
Deferred Tax Liabilities | ' | ' | ' |
Property and equipment | -397 | -514 | ' |
Prepaid expense | -71 | -80 | ' |
Total deferred tax liabilities | -468 | -594 | ' |
Valuation allowance | -4,606 | -3,597 | -2,800 |
Net deferred tax assets | $221 | $228 | ' |
Income_Taxes_Income_Tax_Provis
Income Taxes (Income Tax Provision) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Current income tax provision (benefit) | $18 | $27 |
Deferred income tax provision (benefit) | 7 | 4 |
Total income tax provision | $25 | $31 |
Intangible_Assets_Summary_of_I
Intangible Assets (Summary of Intangible Assets) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $2,349 | $2,349 |
Accumulated amortization | -1,709 | -1,581 |
Finite-Lived Intangible Assets, Net | 640 | 768 |
Ancillary provider network | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 1,921 | 1,921 |
Amortization expense | 128 | 128 |
Useful life | '15 years | '15 years |
Future amortization expense, 2014 | 128 | 128 |
Future amortization expense, 2015 | 128 | 128 |
Future amortization expense, 2016 | 128 | 128 |
Future amortization expense, 2017 | 128 | 128 |
Future amortization expense, 2018 | 128 | 128 |
Ancillary provider network | Minimum | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Rate of attrition | 2.00% | ' |
Ancillary provider network | Maximum | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Rate of attrition | 8.00% | ' |
Software | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $428 | $428 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $345 | ' |
Operating Leases, Future Minimum Payments, Due in Two Years | 91 | ' |
Operating Leases, Future Minimum Payments, Due in Three Years | 6 | ' |
Total minimum lease payments | 442 | ' |
Operating lease expense | $342 | $318 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 5 Months Ended | 12 Months Ended | 0 Months Ended | 5 Months Ended | 12 Months Ended | |||
Sep. 04, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 16-May-05 | Dec. 31, 2013 | 19-May-09 | Dec. 31, 2013 | 16-May-05 | 19-May-09 | Dec. 31, 2013 | Dec. 31, 2012 | |
2005 Plan | 2005 Plan | 2009 Plan | Non-Qualified Stock Options | Non-Qualified Stock Options | Non-Qualified Stock Options | Restricted Stock Units | Restricted Stock Units | ||||
2005 Plan | 2009 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized | ' | ' | ' | 749,776 | 1,249,776 | ' | ' | ' | ' | ' | ' |
Shares approved for issuance | ' | ' | ' | ' | ' | 500,000 | ' | 16,667 | ' | ' | ' |
Expected term | ' | '6 years 2 months 12 days | '6 years 2 months 12 days | '10 years | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' |
Maximum contractual term | ' | ' | ' | ' | ' | 'P10Y | ' | ' | ' | ' | ' |
Stock reserved for future grants | ' | 482,083 | 494,788 | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense | ' | 299,000 | 408,000 | ' | ' | ' | 247,000 | ' | ' | 52,000 | 37,000 |
Award vesting period | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding, weighted average remaining contractual term | ' | '6 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, weighted average remaining contractual term | ' | '4 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options outstanding | ' | 46,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercisable | ' | 40,000 | 29,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | 5,411 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested options | ' | ' | ' | ' | ' | ' | $413,000 | ' | ' | $74,000 | ' |
Total compensation cost recognition period | ' | ' | ' | ' | ' | ' | '3 years 4 months 24 days | ' | ' | '1 year 4 months 24 days | ' |
Forfeiture rate | ' | 20.50% | 20.50% | ' | ' | ' | ' | ' | ' | 0.00% | ' |
Equity instruments other than options, granted in peiord | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 0 |
Reverse Stock Split Conversion Ratio | 0.3333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Fair_V
Stock-Based Compensation (Fair Value Assumptions) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Weighted average grant date fair value | $1.26 | $1.01 |
Expected volatility | 75.80% | 77.70% |
Expected lives (years) | '6 years 2 months 12 days | '6 years 2 months 12 days |
Risk free interest rate | 1.70% | 1.00% |
Forfeiture rate | 20.50% | 20.50% |
Dividend rate | 0.00% | 0.00% |
StockBased_Compensation_Option
Stock-Based Compensation (Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Beginning balance, outstanding | 792,000 | 739,000 |
Granted | 284,000 | 100,000 |
Forfeited | -113,000 | -33,000 |
Cancelled | -208,000 | -14,000 |
Exercised | -5,411 | 0 |
Ending balance, outstanding | 750,000 | 792,000 |
Ending balance, exercisable | 400,000 | ' |
Outstanding, weighted average exercise price, beginning balance | $6.06 | $6.72 |
Granted, weighted-average exercise price | $1.88 | $1.49 |
Forfeited, weighted average exercise price | $2.88 | $5.11 |
Cancelled, weighted average exercise price | $6.99 | $10.65 |
Exercised, weighted average exercise price | $0.93 | $0 |
Outstanding, weighted average exercise price, ending balance | $4.74 | $6.06 |
Exercisable, weighted average exercise price | $6.66 | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Exercise Prices) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 5,411 | 0 |
Under $1.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, upper range limit | 1 | ' |
Number of outstanding options | 53,000 | ' |
Outstanding options, weighted average outstanding contractual term | '1 year 3 months 18 days | ' |
Outstanding options, weighted average exercise price | 0.93 | ' |
Number of exercisable options | 53,000 | ' |
Exercisable options, weighted average exercise price | 0.93 | ' |
$1.00 - $2.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 1 | ' |
Exercise price range, upper range limit | 2 | ' |
Number of outstanding options | 335,000 | ' |
Outstanding options, weighted average outstanding contractual term | '9 years 4 months 24 days | ' |
Outstanding options, weighted average exercise price | 1.82 | ' |
Number of exercisable options | 42,000 | ' |
Exercisable options, weighted average exercise price | 1.83 | ' |
$2.01 - $3.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 2.01 | ' |
Exercise price range, upper range limit | 3 | ' |
Number of outstanding options | 0 | ' |
Outstanding options, weighted average outstanding contractual term | '0 years | ' |
Outstanding options, weighted average exercise price | 0 | ' |
Number of exercisable options | 0 | ' |
Exercisable options, weighted average exercise price | 0 | ' |
$3.01 -$4.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 3.01 | ' |
Exercise price range, upper range limit | 4 | ' |
Number of outstanding options | 1,000 | ' |
Outstanding options, weighted average outstanding contractual term | '7 years 7 months 6 days | ' |
Outstanding options, weighted average exercise price | 3.72 | ' |
Number of exercisable options | 0 | ' |
Exercisable options, weighted average exercise price | 3.72 | ' |
$4.01 - $5.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 4.01 | ' |
Exercise price range, upper range limit | 5 | ' |
Number of outstanding options | 39,000 | ' |
Outstanding options, weighted average outstanding contractual term | '6 years 7 months 6 days | ' |
Outstanding options, weighted average exercise price | 4.26 | ' |
Number of exercisable options | 24,000 | ' |
Exercisable options, weighted average exercise price | 4.26 | ' |
$5.01 - $6.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 5.01 | ' |
Exercise price range, upper range limit | 6 | ' |
Number of outstanding options | 98,000 | ' |
Outstanding options, weighted average outstanding contractual term | '3 years 6 months | ' |
Outstanding options, weighted average exercise price | 5.55 | ' |
Number of exercisable options | 97,000 | ' |
Exercisable options, weighted average exercise price | 5.56 | ' |
$6.01 - $7.00 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 6.01 | ' |
Exercise price range, upper range limit | 7 | ' |
Number of outstanding options | 91,000 | ' |
Outstanding options, weighted average outstanding contractual term | '6 years 2 months 12 days | ' |
Outstanding options, weighted average exercise price | 6.13 | ' |
Number of exercisable options | 55,000 | ' |
Exercisable options, weighted average exercise price | 6.14 | ' |
Greater than $7.01 | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise price range, lower range limit | 7.01 | ' |
Number of outstanding options | 133,000 | ' |
Outstanding options, weighted average outstanding contractual term | '4 years 1 month 6 days | ' |
Outstanding options, weighted average exercise price | 12.22 | ' |
Number of exercisable options | 129,000 | ' |
Exercisable options, weighted average exercise price | 12.08 | ' |
StockBased_Compensation_Restri
Stock-Based Compensation (Restricted Stock Unit Activity) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Equity instruments other than options, weighted average grant date fair value | ' | ' |
Weighted average grant date fair value, end of period | $1.26 | $1.01 |
Restricted Stock Units | ' | ' |
Equity instruments other than options, number of shares | ' | ' |
Outstanding, beginning balance (in shares) | 4 | 6 |
Granted (in shares) | 50 | 0 |
Forfeited | -1 | 0 |
Converted to common stock | -2 | -2 |
Outstanding, ending balance (in shares) | 51 | 4 |
Vested and convertible to common stock | 15 | ' |
Equity instruments other than options, weighted average grant date fair value | ' | ' |
Weighted average grant date fair value, beginning of period | $21.40 | $21.45 |
Granted in Period, Weighted Average Grant Date Fair Value | $1.99 | ' |
Forfeited, weighted average grant date fair value | $21.63 | $0 |
Converted to common stock, weighted average grant date fair value | $21.32 | $21.53 |
Weighted average grant date fair value, end of period | $2.40 | $21.40 |
Vested and convertible to common stock, weighted average grant date fair value | $2.15 | ' |
Stock_Warrants_Details
Stock Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Sep. 04, 2012 | Feb. 25, 2011 | Feb. 01, 2012 | Dec. 31, 2012 | Feb. 01, 2012 | Feb. 25, 2011 | Feb. 01, 2012 | Feb. 01, 2012 | Feb. 25, 2011 | |
Vested immediately | Vested immediately | Vested upon acheivement of additional defined revenue targets | Vested upon acheivement of additional defined revenue targets | Acheivement of additional defined revenue targets | Acheivement of additional defined revenue targets | ||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | 83,333 | 44,444 | ' | 22,222 | ' | 22,222 | 88,889 | 166,666 |
Exercise price (dollars per share) | ' | 5.01 | 1.5 | ' | ' | ' | ' | ' | ' |
Award expiration period | ' | '5 years | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | '2 years | ' | ' | ' |
Incremental warrant issues | ' | ' | ' | ' | ' | ' | ' | 44,444 | 83,333 |
Compensation costs | ' | ' | ' | $21,000 | ' | ' | ' | ' | ' |
Reverse Stock Split Conversion Ratio | 0.3333 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock_Warrants_Summary_of_Acti
Stock Warrants (Summary of Activity) (Details) (Stock warrants, USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stock warrants | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Outstanding, beginning balance (in shares) | 44 | 158 |
Granted (in shares) | 0 | 0 |
Cancelled or expired (in shares) | 0 | -114 |
Outstanding, ending balance (in shares) | 44 | 44 |
Vested, ending balance (in shares) | 22 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Outstanding, weighted-average exercise price, beginning balance | $1.50 | $5.25 |
Granted, weighted-average exercise price | $0 | $0 |
Cancelled or expired, weighted-average exercise price | $0 | $4.15 |
Outstanding, weighted-average exercise price, ending balance | $1.50 | $1.50 |
Vested, weighted-average exercise price | $1.50 | ' |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Stock options | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Antidilutive shares excluded from calculation of earnings per share | 750,000 |
Stock warrants | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Antidilutive shares excluded from calculation of earnings per share | 44,400 |
Restricted Stock Units | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Antidilutive shares excluded from calculation of earnings per share | 36,400 |
Significant_Client_Agreements_
Significant Client Agreements (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Concentration Risk [Line Items] | ' |
Initial term | '3 years |
Number of renewals | 1 |
Renewal term | '2 years |
Resolution period following breach of contract | '30 days |
Without Breach of Contract | ' |
Concentration Risk [Line Items] | ' |
Renewal term | '1 year |
Written notice of contract termination period | '90 days |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation and Retirement Disclosure [Abstract] | ' | ' |
Maximum annual employee contribution, as a percentage | 100.00% | ' |
Employer matching contribution, as a percentage | 3.50% | ' |
Contribution cost recognized | $98,000 | $107,000 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenues | $6,210 | $6,493 | $6,443 | $7,605 | $9,100 | $8,186 | $8,215 | $9,401 | $26,751 | $34,902 |
Contribution margin | 1,071 | 764 | 595 | 771 | 1,334 | 987 | 1,048 | 1,290 | 3,201 | 4,659 |
Contribution margin % | 17.20% | 11.80% | 9.20% | 10.10% | 14.70% | 12.10% | 12.80% | 13.70% | ' | ' |
Income (loss) before income taxes | -259 | -852 | -1,505 | -1,144 | -626 | -1,071 | -812 | -551 | -3,760 | -3,060 |
Net income (loss) | ($267) | ($858) | ($1,509) | ($1,151) | ($629) | ($1,075) | ($829) | ($558) | ($3,785) | ($3,091) |
Earnings (loss) per diluted share | ($0.05) | ($0.15) | ($0.26) | ($0.20) | ($0.11) | ($0.19) | ($0.14) | ($0.10) | ' | ' |
Shares used in computing diluted earnings (loss) per share | 5,722 | 5,716 | 5,712 | 5,711 | 5,711 | 5,711 | 5,710 | 5,696 | ' | ' |