Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 11, 2014 | |
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-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 6,713,960 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net revenues | $5,971 | $6,443 | $10,979 | $14,048 |
Operating expenses: | ' | ' | ' | ' |
Provider payments | 3,880 | 4,912 | 7,633 | 10,728 |
Salaries and wages | 1,328 | 1,067 | 2,370 | 2,205 |
Professional fees | 448 | 365 | 800 | 845 |
Benefits and taxes | 369 | 272 | 719 | 531 |
Ancillary network administrative fees | 307 | 258 | 527 | 588 |
Other | 749 | 869 | 1,304 | 1,392 |
Total operating expenses | 7,296 | 7,955 | 13,746 | 16,712 |
Depreciation and amortization | 215 | 212 | 393 | 423 |
Operating loss | -1,325 | -1,512 | -2,767 | -2,664 |
Interest (income) expense | 13 | -7 | 9 | -15 |
Total other (income) expense | 13 | -7 | 9 | -15 |
Loss before income taxes | -1,338 | -1,505 | -2,776 | -2,649 |
Income tax provision | 4 | 4 | 1 | 11 |
Net loss | ($1,342) | ($1,509) | ($2,777) | ($2,660) |
Loss per basic and diluted common share (usd per share) | ($0.21) | ($0.26) | ($0.46) | ($0.47) |
Basic and diluted weighted average common shares outstanding (in shares) | 6,395 | 5,712 | 6,062 | 5,711 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,594 | $6,207 |
Accounts receivable, net | 2,309 | 1,977 |
Prepaid expenses and other current assets | 579 | 357 |
Deferred income taxes | 6 | 6 |
Total current assets | 6,488 | 8,547 |
Property and equipment, net | 2,233 | 1,236 |
Other assets: | ' | ' |
Deferred income taxes | 215 | 215 |
Other non-current assets | 391 | 391 |
Intangible assets, net | 868 | 640 |
Goodwill | 1,948 | 0 |
Total assets | 12,143 | 11,029 |
Current liabilities: | ' | ' |
Due to service providers | 1,720 | 1,865 |
Accounts payable and accrued liabilities | 1,530 | 1,056 |
Notes payable | 542 | 0 |
Capital lease obligations | 32 | 0 |
Total current liabilities | 3,824 | 2,921 |
Long-term liabilities: | ' | ' |
Capital lease obligations | 397 | 0 |
Notes payable | 394 | 0 |
Total long-term liabilities | 791 | 0 |
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; 6,713 and 5,713 shares issued and outstanding in 2014 and 2013, respectively. | 67 | 57 |
Additional paid-in capital | 25,336 | 23,149 |
Accumulated deficit | -17,875 | -15,098 |
Total stockholders' equity | 7,528 | 8,108 |
Total liabilities and stockholders' equity | $12,143 | $11,029 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
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 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 6,713 | 5,713 |
Common Stock, shares outstanding | 6,713 | 5,713 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
In Thousands, unless otherwise specified | ||||
Balance at Dec. 31, 2013 | $8,108 | $57 | $23,149 | ($15,098) |
Balance, shares at Dec. 31, 2013 | 5,713 | 5,713 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Net loss | -2,777 | 0 | 0 | -2,777 |
Stock-based compensation expense | 197 | 0 | 197 | 0 |
Issuance of common stock in private placement transaction | 2,000 | 10 | 1,990 | ' |
Issuance of common stock in private placement transaction, shares | ' | 1,000 | ' | ' |
Balance at Jun. 30, 2014 | $7,528 | $67 | $25,336 | ($17,875) |
Balance, shares at Jun. 30, 2014 | 6,713 | 6,713 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,777) | ($2,660) |
Adjustments to reconcile net loss to net cash used in operations: | ' | ' |
Non-cash stock-based compensation expense | 197 | 153 |
Depreciation and amortization | 393 | 423 |
Deferred income taxes | 0 | 1 |
Changes in operating assets and liabilities, net of effects of acquisition: | ' | ' |
Accounts receivable | -111 | -183 |
Prepaid expenses and other assets | -192 | -104 |
Accounts payable and accrued liabilities | 405 | 272 |
Due to service providers | -145 | -587 |
Net cash used in operating activities | -2,230 | -2,685 |
Cash flows from investing activities: | ' | ' |
Cost of acquisition | -2,180 | 0 |
Investment in software development costs | -138 | -176 |
Additions to property and equipment | -58 | -11 |
Net cash used in investing activities | -2,376 | -187 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 2,000 | 0 |
Payments under note payable | -6 | 0 |
Payments under capital lease | -1 | 0 |
Proceeds from exercise of equity incentives | 0 | 5 |
Net cash provided by financing activities | 1,993 | 5 |
Net decrease in cash and cash equivalents | -2,613 | -2,867 |
Cash and cash equivalents at beginning of period | 6,207 | 10,705 |
Cash and cash equivalents at end of period | 3,594 | 7,838 |
Supplemental cash flow information: | ' | ' |
Cash paid for taxes, net of refunds | $25 | $63 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 6 Months Ended | |
Jun. 30, 2014 | ||
Description of Business and Basis of Presentation [Abstract] | ' | |
Description of Business and Basis of Presentation | ' | |
Description of Business and Basis of Presentation | ||
American CareSource Holdings, Inc. (“the Company”, “we”, “us”, or “our”) operates two lines of business: our urgent and primary care business and our traditional ancillary network business. These lines of business are operated and managed through a shared services function. | ||
In early May 2014, we announced our entry into the urgent and primary care market, and subsequently acquired, through our indirect wholly-owned subsidiary, ACSH Urgent Care of Georgia, LLC, substantially all of the assets of CorrectMed, LLC, CorrectMed Locust Grove, LLC and CorrectMed Scott, LLC and other seller parties (collectively "CorrectMed"). At the time of the acquisition, CorrectMed owned and operated two urgent care centers located in the prominent Atlanta, Georgia suburbs, Locust Grove and Decatur. Through our subsidiaries, we own and operate the healthcare centers offering a wide array of services for non-life-threatening medical conditions. We strive to improve access to quality medical care by offering extended hours and weekend service and also by accepting patients by appointment and on a walk-in basis. The United States healthcare system continues to struggle with challenges relating to access to care, rising costs, the shortage of primary care providers and heavier patient demands resulting from Affordable Care Act mandates. We believe that urgent care centers are now, and will continue to be, a meaningful part of the solution and an essential part of the delivery of healthcare services in the communities in which we operate. | ||
Our ancillary network business works to help our clients control healthcare costs by offering cost containment strategies, primarily through the utilization of a comprehensive national network of ancillary healthcare service providers. We market our 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"). We offer this solution by: | ||
• | lowering the payors’ ancillary care costs through our network of high quality, cost effective providers that we have under contract at more favorable terms than they could generally obtain on their own; | |
• | providing payors with a comprehensive network of ancillary healthcare service providers that is tailored to each payor’s 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. | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), interim reporting requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (“SEC”). Consequently, financial information and disclosures normally included in financial statements prepared annually in accordance with GAAP have been condensed or omitted. Balance sheet amounts are as of June 30, 2014 and December 31, 2013 and operating results are for the three and six months ended June 30, 2014 and 2013, and include all normal and recurring adjustments we consider necessary for the fair, summarized presentation of our financial position and operating results. Operating results of acquired entities are included from the date of acquisition. Certain prior year amounts have been reclassified within the consolidated statement of operations to conform to the current year presentation. As these are condensed financial statements, readers of this report should, therefore, refer to the consolidated financial statements and the notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 28, 2014. | ||
Our interim results of operations are not necessarily indicative of results of operations that will be realized for the full fiscal year. | ||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2016. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements, but does not expect the guidance to have a material impact on the Company's consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions | ' | ||||||||||||||||
Acquisitions | |||||||||||||||||
On May 8, 2014, the Company, through its indirect wholly-owned subsidiary, ACSH Urgent Care of Georgia, LLC, acquired substantially all of the assets of CorrectMed. The acquisition was consummated pursuant to the terms and conditions of an asset purchase agreement, dated April 30, 2014. CorrectMed received aggregate consideration of $2.7 million, paid by delivery of $2.2 million in cash and a $500,000 promissory note which is due and payable on May 8, 2015. The consideration is subject to certain post-closing adjustments. The total consideration is to be adjusted after closing based on, among other things, actual working capital levels. | |||||||||||||||||
The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. Accordingly, the allocation of the consideration transferred in the condensed consolidated financial statements is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. The final valuation is expected to be completed as soon as practicable but no later than 12 months after the closing date of the acquisition. | |||||||||||||||||
The preliminary allocation of the total purchase price to the fair value of the assets acquired and liabilities assumed during the three months ended June 30, 2014 are as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Accounts receivable | $ | 221 | |||||||||||||||
Other current assets | 27 | ||||||||||||||||
Fixed assets | 1,124 | ||||||||||||||||
Goodwill | 1,948 | ||||||||||||||||
Patient base | 263 | ||||||||||||||||
Licensed trade name | 34 | ||||||||||||||||
Other liabilities assumed | (937 | ) | |||||||||||||||
$ | 2,680 | ||||||||||||||||
The goodwill generated from the transaction is deductible for federal income tax purposes. Approximately $106,000 and $140,000 of transaction costs were incurred related to this acquisition during the three and six months ended June 30, 2014, respectively. In addition, the Company incurred approximately $135,000 and $258,000 of transaction costs related to other acquisition activity during the three and six months ended June 30, 2014, respectively. | |||||||||||||||||
The following table provides certain pro forma financial information for the Company as if the acquisition of the assets of CorrectMed had occurred on January 1, 2013: | |||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | 6,319 | $ | 7,343 | $ | 12,103 | $ | 16,116 | |||||||||
Net loss | (1,352 | ) | (1,833 | ) | (3,102 | ) | (3,160 | ) | |||||||||
Loss per basic and diluted common share | $ | (0.21 | ) | $ | (0.32 | ) | $ | (0.51 | ) | $ | (0.55 | ) |
Notes_Payable
Notes Payable | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
Notes Payable | ||||
The following is a summary of all notes payable: | ||||
(in thousands) | 30-Jun-14 | |||
Promissory note (a) | $ | 500 | ||
Note payable (b) | 436 | |||
Less current maturities | (542 | ) | ||
$ | 394 | |||
(a) In connection with the CorrectMed Acquisition discussed in Note 2, on May 8, 2014, the Company executed and delivered a promissory note in favor of the sellers in the initial principal amount of $500,000. The promissory note has a one-year term and simple interest accrues at a fixed rate of five percent (5%) per annum. The principal amount of this note is subject to adjustment based on working capital levels on the date of closing. | ||||
(b) Repayments scheduled totaled $526,000 and is scheduled to be repaid in monthly installments through October of 2021. The note is unsecured and interest is at a fixed interest rate of 4.34% per annum, and monthly payments increase 5% every year. The note financed leasehold improvements to one of the center's facilities. |
Capital_Lease_Obligations
Capital Lease Obligations | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Leases [Abstract] | ' | ||||||||||
Capital Lease Obligations | ' | ||||||||||
Capital Lease Obligations | |||||||||||
The Company assumed a capital lease between CorrectMed and an unrelated party for medical equipment which requires monthly payments of $1,494 until February 15, 2017. | |||||||||||
The Company assumed a capital lease between CorrectMed and an unrelated party for medical facilities which requires monthly payments ranging from $3,950 to $12,256 until October 1, 2021. The following is a schedule of the future required payments under these lease agreements for the years ending December 31, | |||||||||||
(in thousands) | Equipment Lease | Building Lease | Total | ||||||||
2014 (remaining 6 months) as of June 30, 2014 | $ | 11 | $ | 36 | $ | 47 | |||||
2015 | 17 | 76 | 93 | ||||||||
2016 | 17 | 82 | 99 | ||||||||
2017 | 3 | 88 | 91 | ||||||||
2018 | — | 94 | 94 | ||||||||
Thereafter | — | 302 | 302 | ||||||||
Total minimum lease payments | 48 | 678 | 726 | ||||||||
Less Interest | (2 | ) | (295 | ) | (297 | ) | |||||
$ | 46 | $ | 383 | $ | 429 | ||||||
Private_PlacementEquity
Private Placement/Equity | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Private Placement/Equity | ' |
Private Placement/Equity | |
On May 5, 2014, the Company closed a private placement of 1.0 million shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $2.00 per share for an aggregate purchase price of $2 million for the Shares. | |
The investors in the offering included John Pappajohn, Mark C. Oman and Matt Kinley, who are each directors of the Company, as well as certain other non-affiliated investors. |
Revenue_Recognition
Revenue Recognition | 6 Months Ended | |||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||||||
Revenue Recognition [Abstract] | ' | |||||||||||||||||||||||||||||||||||
Revenue Recognition | ' | |||||||||||||||||||||||||||||||||||
Revenue Recognition and Concentration of Credit Risk | ||||||||||||||||||||||||||||||||||||
Urgent and Primary Care | ||||||||||||||||||||||||||||||||||||
The Company has agreements with governmental and other third-party payors that provide for payments to the Company based on contractual adjustments to the payors' established rates. Net revenue is reported at the estimated net realizable amounts at the time services are rendered from patients, third-party payors and others for services rendered, including estimated contractual adjustments pursuant to agreements with third-party payors. Contractual adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. The Company grants credit without collateral to its patients, who consist primarily of local residents insured by third-party payors. A summary of the basis of reimbursement with major third-party payors is as follows: | ||||||||||||||||||||||||||||||||||||
• | Commercial and HMO - The Company has entered into agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. Billing methodologies under these agreements include discounts from established charges and prospectively determined rates. | |||||||||||||||||||||||||||||||||||
• | Medicare - Services rendered to Medicare program beneficiaries are recorded at prospectively determined rates. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors. | |||||||||||||||||||||||||||||||||||
Below is a summary of accounts receivable as of June 30, 2014 and revenues for the for the period from May 8 through June 30, 2014: | ||||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||
Accounts receivable | $ | 367 | ||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||
Estimated allowance for contractual adjustments | (104 | ) | ||||||||||||||||||||||||||||||||||
Accounts receivable, net | $ | 263 | ||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||
Gross revenue | $ | 906 | ||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||
Provision for contractual adjustments | (432 | ) | ||||||||||||||||||||||||||||||||||
Net revenue | $ | 474 | ||||||||||||||||||||||||||||||||||
Ancillary Network | ||||||||||||||||||||||||||||||||||||
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 service providers for inclusion in the client payor-specific provider networks. Revenue is recognized when services are delivered, which occurs after processed claims are billed to the 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 healthcare 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 service 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 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 ancillary network revenues net of provider payments rather than on a gross reporting basis, for the three and six months ended June 30, 2014, its net revenues would have been approximately $1.6 million and $2.9 million, respectively. For the three and six months ended June 30, 2013, its net revenues would have been approximately $1.5 million and $3.3 million, respectively. | ||||||||||||||||||||||||||||||||||||
The Company records a provision for refunds based on an estimate of historical refund amounts. Refunds are paid to payors for overpayment on claims, claims paid in error, and claims paid for non-covered services. In some instances, we will recoup payments made to the ancillary service provider if the claim has been fully resolved. The evaluation is performed periodically and is based on historical data. We present revenue net of the provision for refunds on the consolidated statement of operations. | ||||||||||||||||||||||||||||||||||||
During the three and six months ended June 30, 2014 and 2013, three 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): | ||||||||||||||||||||||||||||||||||||
Periods ended June 30, 2014 | Periods ended June 30, 2013 | |||||||||||||||||||||||||||||||||||
As of June 30, 2014 | Three Months | Six Months Ended | As of June 30, 2013 | Three Months | Six Months Ended | |||||||||||||||||||||||||||||||
Accounts Receivable | Net Revenue | % of Total Revenue | Net Revenue | % of Total Revenue | Accounts Receivable | Net Revenue | % of Total Revenue | Net Revenue | % of Total Revenue | |||||||||||||||||||||||||||
Material Client Relationship | $ | 1,029 | $ | 2,312 | 42 | % | $ | 3,544 | 34 | % | $ | 443 | $ | 1,438 | 22 | % | $ | 3,795 | 27 | % | ||||||||||||||||
HealthSCOPE Benefits, Inc. | 91 | 365 | 7 | 1,059 | 10 | 160 | 537 | 8 | 1,120 | 8 | ||||||||||||||||||||||||||
HealthMarkets, Inc. | 163 | 363 | 7 | 862 | 8 | 179 | 881 | 14 | 1,537 | 11 | ||||||||||||||||||||||||||
All Others | 1,104 | 2,510 | 45 | 5,146 | 49 | 2,094 | 3,653 | 57 | 7,703 | 55 | ||||||||||||||||||||||||||
Allowance for Uncollectable Receivables/Provision for refunds | (341 | ) | (53 | ) | (1 | ) | (106 | ) | (1 | ) | (261 | ) | (66 | ) | (1 | ) | (107 | ) | (1 | ) | ||||||||||||||||
$ | 2,046 | $ | 5,497 | 100 | % | $ | 10,505 | 100 | % | $ | 2,615 | $ | 6,443 | 100 | % | 14,048 | 100 | % | ||||||||||||||||||
Segment_Reporting
Segment Reporting | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
Segment Reporting | ||||||||||||||||
The Company uses the “management approach” for reporting information about segments in 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 has determined that its business is comprised of two operating segments: urgent and primary care and ancillary network. | ||||||||||||||||
We evaluate performance based on several factors, of which the primary financial measure for each segment is operating income. We define segment operating income for our business segments as income before interest expense, income taxes, depreciation expense, non-cash amortization of intangible assets, non-cash stock-based compensation expense, shared services, severance charges and any non-recurring costs such as transactional costs related to the Company's acquisition program. Shared services primarily consists of compensation costs for the executive management team, facilities costs for the Company's corporate headquarters, shared services such as finance and accounting, human resources, legal, marketing and information technology and general administration. Shared services also includes transactional costs. | ||||||||||||||||
Segment assets include accounts receivable, prepaid expenses and other current assets, property and equipment and intangibles. Shared services assets consist of cash and cash equivalents, prepaid insurance, deferred income taxes and property equipment primarily related to information technology assets. | ||||||||||||||||
Consolidating assets, by segment and shared services, as of the periods presented are as follows: | ||||||||||||||||
(in thousands) | Urgent and Primary Care | Ancillary Network | Shared Services | Consolidated | ||||||||||||
30-Jun-14 | $ | 3,874 | $ | 4,427 | $ | 3,842 | $ | 12,143 | ||||||||
31-Dec-13 | — | 4,404 | 6,625 | 11,029 | ||||||||||||
Consolidating statements of operations by segment for the respective quarter and six months ended are as follows: | ||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | ||||||||||||||||
Urgent and primary care | $ | 474 | $ | — | $ | 474 | — | |||||||||
Ancillary network | 5,497 | 6,443 | 10,505 | 14,048 | ||||||||||||
Total revenue | $ | 5,971 | $ | 6,443 | $ | 10,979 | $ | 14,048 | ||||||||
Operating income (Loss): | ||||||||||||||||
Urgent and primary care | $ | 71 | $ | — | $ | 71 | $ | — | ||||||||
Ancillary network | 224 | (108 | ) | 180 | (28 | ) | ||||||||||
Total segment operating income (loss) | $ | 295 | $ | (108 | ) | $ | 251 | $ | (28 | ) | ||||||
The reconciliation of reportable segment operating income (loss) to the Company's consolidated totals is as follows: | ||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total segment operating income (loss) | $ | 295 | $ | (108 | ) | $ | 251 | $ | (28 | ) | ||||||
Shared services | 1,041 | 900 | 1,922 | 1,844 | ||||||||||||
Severance charges | — | 216 | 108 | 216 | ||||||||||||
Non-recurring transactions costs | 241 | — | 398 | — | ||||||||||||
Depreciation and amortization expense | 215 | 212 | 393 | 423 | ||||||||||||
Non-cash stock-based compensation expense | 123 | 76 | 197 | 153 | ||||||||||||
Interest expense (income) | 13 | (7 | ) | 9 | (15 | ) | ||||||||||
Loss before income taxes | $ | (1,338 | ) | $ | (1,505 | ) | $ | (2,776 | ) | $ | (2,649 | ) |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ' |
Earnings (Loss) Per Share | ' |
Earnings (Loss) Per Share | |
For purposes of this calculation, outstanding stock options, stock warrants, and unvested restricted stock units are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. For all periods presented all equivalent units outstanding were anti-dilutive. As of June 30, 2014, options to purchase approximately 1,239,000 shares of common stock, warrants to purchase 44,400 shares of common stock and approximately 125,100 unvested restricted stock units were excluded from the calculation as their impact would be anti-dilutive. |
Goodwill_Other_Intangible_Asse
Goodwill, Other Intangible Assets and Software Development Costs | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Goodwill, Other Intangible Assets and Software Development Costs | ' | ||||||||||
Goodwill, Other Intangible Assets and Software Development Costs | |||||||||||
Intangibles acquired in the CorrectMed transaction are comprised of the following intangible assets: | |||||||||||
• | patient base - relationships with primary-care patients that drive volume into the acquired centers and results in a repeatable revenue stream. | ||||||||||
• | trade name - ability to utilize the trade name of the acquired assets/business. | ||||||||||
The remaining excess purchase price is allocated to goodwill that is not subject to amortization. | |||||||||||
Other intangible assets and related accumulated amortization consists of the following as of the dates presented: | |||||||||||
(in thousands) | 30-Jun-14 | 31-Dec-13 | |||||||||
Gross carrying amount of urgent and primary care intangibles: | |||||||||||
Patient base | $ | 263 | $ | — | |||||||
Licensed trade name | 34 | — | |||||||||
297 | — | ||||||||||
Accumulated amortization | (5 | ) | — | ||||||||
Urgent and primary care intangibles, net | 292 | — | |||||||||
Gross carrying amount of other intangibles: | |||||||||||
Ancillary provider network | 1,921 | 1,921 | |||||||||
Software | 428 | 428 | |||||||||
2,349 | 2,349 | ||||||||||
Accumulated amortization | (1,773 | ) | (1,709 | ) | |||||||
Other intangibles, net | 576 | 640 | |||||||||
Total intangibles, net | $ | 868 | $ | 640 | |||||||
Total amortization expense, for acquisition related intangibles, was approximately $5,300 during the three and six months ended June 30, 2014. No amortization expense related to acquisition intangibles was recorded in the same periods in 2013. | |||||||||||
The allocation of urgent and primary care intangible assets is summarized in the following table: | |||||||||||
30-Jun-14 | |||||||||||
(in thousands) | Gross Carrying Amount | Weighted Average Amortization Period | Accumulated Amortization | ||||||||
Non-amortizable intangibles: | |||||||||||
Goodwill | $ | 1,948 | — | $ | — | ||||||
Amortizable intangibles: | |||||||||||
Patient base | 263 | 5 years | (4 | ) | |||||||
Licensed trade name | 34 | 3 years | (1 | ) | |||||||
Estimated annual amortization expense relating to urgent and primary care intangibles is as follows (amounts in thousands): | |||||||||||
Years ending December 31, | |||||||||||
2014 | $ | 37 | |||||||||
2015 | 64 | ||||||||||
2016 | 64 | ||||||||||
2017 | 57 | ||||||||||
2018 | 53 | ||||||||||
Thereafter | 22 | ||||||||||
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 projects. 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. Capitalized costs are amortized using the straight-line method over the useful life of the software, which is typically five years. | |||||||||||
During the three and six months ended June 30, 2014, the Company capitalized approximately $39,000 and $138,000 respectively. During the three and six months ended June 30, 2013, the Company capitalized approximately $22,000 and $176,000 respectively. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
On January 10, 2014, the Company entered into an arrangement with Equity Dynamics, Inc. for monthly strategic consulting services. Such services include acquisition activities and the securing of debt financing. As part of the arrangement, Equity Dynamics, Inc. will receive a monthly fee of $10,000 for performance of such consulting services. Equity Dynamics, Inc. is a company owned by John Pappajohn and is served by Executive Vice-President Matthew Kinley, both active members on the Board of Directors. | |
During the three and six months ended June 30, 2014, the Company incurred expenses of $30,000 and $60,000, respectively, for the consulting services described above payable to Equity Dynamics, Inc. This expense is included in professional fees as presented per the Consolidated Statement of Operations. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
We evaluate events and transactions that occur after the balance sheet date as potential subsequent events. | |
On July 30, 2014, the Company entered into a credit agreement with Wells Fargo, National Association, for a $5.0 million revolving line of credit (the "Credit Agreement"). The obligation, to repay advances under the Credit Agreement will be evidenced by a committed revolving line of credit note (the “Note”), with a fluctuating interest rate per annum 1.75% above daily one month LIBOR, as in effect from time to time. The Note matures on June 1, 2016, and all borrowings under the Credit Agreement are due and payable on that date. The obligations under the Credit Agreement and the Note are secured by all the assets of the Company and its subsidiaries. | |
The borrowings under the Credit Agreement are also secured by guarantees provided by a group of affiliated individuals including John Pappajohn, Mark C. Oman, Matt Kinley, Richard Turner and Matthew Thompson and other non-affiliated investors (each a “Guarantor” and collectively, the “Guarantors”). In connection with the guarantees, on July 30, 2014, the Company issued to the Guarantors warrants to purchase an aggregate of 800,000 shares of common stock of the Company at $3.15 per share in consideration of the Guarantors entering into the guarantees in connection with the Credit Agreement. The warrants vest immediately and are exercisable any time prior to their expiration on October 30, 2019. | |
In addition, on June 12, 2014, the Company, through its indirect wholly-owned subsidiary ACSH Urgent Care of Florida, LLC, entered into an asset purchase agreement with Bay Walk-In Clinic, Inc. and other seller parties to acquire substantially all of the assets of two urgent care centers. One center is located in Panama City, Florida and the other is located in Panama City Beach, Florida. The purchase price is $2.2 million, payable by delivery of $1.5 million of cash and $700,000 promissory notes. The transaction is subject to the terms and conditions of the asset purchase agreement, including customary closing conditions. The closing of the transaction is expected to occur in the third quarter of 2014. |
Acquisitions_Tables
Acquisitions (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Preliminary allocation of the total purchase price to the fair value of the assets acquired and liabilities assumed | ' | ||||||||||||||||
The preliminary allocation of the total purchase price to the fair value of the assets acquired and liabilities assumed during the three months ended June 30, 2014 are as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Accounts receivable | $ | 221 | |||||||||||||||
Other current assets | 27 | ||||||||||||||||
Fixed assets | 1,124 | ||||||||||||||||
Goodwill | 1,948 | ||||||||||||||||
Patient base | 263 | ||||||||||||||||
Licensed trade name | 34 | ||||||||||||||||
Other liabilities assumed | (937 | ) | |||||||||||||||
$ | 2,680 | ||||||||||||||||
Pro forma financial information for the Company | ' | ||||||||||||||||
The following table provides certain pro forma financial information for the Company as if the acquisition of the assets of CorrectMed had occurred on January 1, 2013: | |||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues | $ | 6,319 | $ | 7,343 | $ | 12,103 | $ | 16,116 | |||||||||
Net loss | (1,352 | ) | (1,833 | ) | (3,102 | ) | (3,160 | ) | |||||||||
Loss per basic and diluted common share | $ | (0.21 | ) | $ | (0.32 | ) | $ | (0.51 | ) | $ | (0.55 | ) |
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Summary of notes payable | ' | |||
The following is a summary of all notes payable: | ||||
(in thousands) | 30-Jun-14 | |||
Promissory note (a) | $ | 500 | ||
Note payable (b) | 436 | |||
Less current maturities | (542 | ) | ||
$ | 394 | |||
(a) In connection with the CorrectMed Acquisition discussed in Note 2, on May 8, 2014, the Company executed and delivered a promissory note in favor of the sellers in the initial principal amount of $500,000. The promissory note has a one-year term and simple interest accrues at a fixed rate of five percent (5%) per annum. The principal amount of this note is subject to adjustment based on working capital levels on the date of closing. | ||||
(b) Repayments scheduled totaled $526,000 and is scheduled to be repaid in monthly installments through October of 2021. The note is unsecured and interest is at a fixed interest rate of 4.34% per annum, and monthly payments increase 5% every year. The note financed leasehold improvements to one of the center's facilities. |
Capital_Lease_Obligations_Tabl
Capital Lease Obligations (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Leases [Abstract] | ' | ||||||||||
Future required payments under lease agreements | ' | ||||||||||
The following is a schedule of the future required payments under these lease agreements for the years ending December 31, | |||||||||||
(in thousands) | Equipment Lease | Building Lease | Total | ||||||||
2014 (remaining 6 months) as of June 30, 2014 | $ | 11 | $ | 36 | $ | 47 | |||||
2015 | 17 | 76 | 93 | ||||||||
2016 | 17 | 82 | 99 | ||||||||
2017 | 3 | 88 | 91 | ||||||||
2018 | — | 94 | 94 | ||||||||
Thereafter | — | 302 | 302 | ||||||||
Total minimum lease payments | 48 | 678 | 726 | ||||||||
Less Interest | (2 | ) | (295 | ) | (297 | ) | |||||
$ | 46 | $ | 383 | $ | 429 | ||||||
Revenue_Recognition_Tables
Revenue Recognition (Tables) | 6 Months Ended | |||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||||||||||||
Revenue Recognition [Abstract] | ' | |||||||||||||||||||||||||||||||||||
Accounts receivable from Urgent and Primary Care | ' | |||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||
Accounts receivable | $ | 367 | ||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||
Estimated allowance for contractual adjustments | (104 | ) | ||||||||||||||||||||||||||||||||||
Accounts receivable, net | $ | 263 | ||||||||||||||||||||||||||||||||||
Revenue from Urgent and Primary Care | ' | |||||||||||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||||
Gross revenue | $ | 906 | ||||||||||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||||||
Provision for contractual adjustments | (432 | ) | ||||||||||||||||||||||||||||||||||
Net revenue | $ | 474 | ||||||||||||||||||||||||||||||||||
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): | ||||||||||||||||||||||||||||||||||||
Periods ended June 30, 2014 | Periods ended June 30, 2013 | |||||||||||||||||||||||||||||||||||
As of June 30, 2014 | Three Months | Six Months Ended | As of June 30, 2013 | Three Months | Six Months Ended | |||||||||||||||||||||||||||||||
Accounts Receivable | Net Revenue | % of Total Revenue | Net Revenue | % of Total Revenue | Accounts Receivable | Net Revenue | % of Total Revenue | Net Revenue | % of Total Revenue | |||||||||||||||||||||||||||
Material Client Relationship | $ | 1,029 | $ | 2,312 | 42 | % | $ | 3,544 | 34 | % | $ | 443 | $ | 1,438 | 22 | % | $ | 3,795 | 27 | % | ||||||||||||||||
HealthSCOPE Benefits, Inc. | 91 | 365 | 7 | 1,059 | 10 | 160 | 537 | 8 | 1,120 | 8 | ||||||||||||||||||||||||||
HealthMarkets, Inc. | 163 | 363 | 7 | 862 | 8 | 179 | 881 | 14 | 1,537 | 11 | ||||||||||||||||||||||||||
All Others | 1,104 | 2,510 | 45 | 5,146 | 49 | 2,094 | 3,653 | 57 | 7,703 | 55 | ||||||||||||||||||||||||||
Allowance for Uncollectable Receivables/Provision for refunds | (341 | ) | (53 | ) | (1 | ) | (106 | ) | (1 | ) | (261 | ) | (66 | ) | (1 | ) | (107 | ) | (1 | ) | ||||||||||||||||
$ | 2,046 | $ | 5,497 | 100 | % | $ | 10,505 | 100 | % | $ | 2,615 | $ | 6,443 | 100 | % | 14,048 | 100 | % | ||||||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Consolidating Assets, by Segment | ' | |||||||||||||||
Consolidating assets, by segment and shared services, as of the periods presented are as follows: | ||||||||||||||||
(in thousands) | Urgent and Primary Care | Ancillary Network | Shared Services | Consolidated | ||||||||||||
30-Jun-14 | $ | 3,874 | $ | 4,427 | $ | 3,842 | $ | 12,143 | ||||||||
31-Dec-13 | — | 4,404 | 6,625 | 11,029 | ||||||||||||
Consolidating Statements of Operations by Industry | ' | |||||||||||||||
Consolidating statements of operations by segment for the respective quarter and six months ended are as follows: | ||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenue: | ||||||||||||||||
Urgent and primary care | $ | 474 | $ | — | $ | 474 | — | |||||||||
Ancillary network | 5,497 | 6,443 | 10,505 | 14,048 | ||||||||||||
Total revenue | $ | 5,971 | $ | 6,443 | $ | 10,979 | $ | 14,048 | ||||||||
Operating income (Loss): | ||||||||||||||||
Urgent and primary care | $ | 71 | $ | — | $ | 71 | $ | — | ||||||||
Ancillary network | 224 | (108 | ) | 180 | (28 | ) | ||||||||||
Total segment operating income (loss) | $ | 295 | $ | (108 | ) | $ | 251 | $ | (28 | ) | ||||||
Reconciliation of reportable segment income (loss) to company consolidated total | ' | |||||||||||||||
The reconciliation of reportable segment operating income (loss) to the Company's consolidated totals is as follows: | ||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total segment operating income (loss) | $ | 295 | $ | (108 | ) | $ | 251 | $ | (28 | ) | ||||||
Shared services | 1,041 | 900 | 1,922 | 1,844 | ||||||||||||
Severance charges | — | 216 | 108 | 216 | ||||||||||||
Non-recurring transactions costs | 241 | — | 398 | — | ||||||||||||
Depreciation and amortization expense | 215 | 212 | 393 | 423 | ||||||||||||
Non-cash stock-based compensation expense | 123 | 76 | 197 | 153 | ||||||||||||
Interest expense (income) | 13 | (7 | ) | 9 | (15 | ) | ||||||||||
Loss before income taxes | $ | (1,338 | ) | $ | (1,505 | ) | $ | (2,776 | ) | $ | (2,649 | ) |
Goodwill_Other_Intangible_Asse1
Goodwill, Other Intangible Assets and Software Development Costs (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Other intangible assets and related accumulated amortization | ' | ||||||||||
Other intangible assets and related accumulated amortization consists of the following as of the dates presented: | |||||||||||
(in thousands) | 30-Jun-14 | 31-Dec-13 | |||||||||
Gross carrying amount of urgent and primary care intangibles: | |||||||||||
Patient base | $ | 263 | $ | — | |||||||
Licensed trade name | 34 | — | |||||||||
297 | — | ||||||||||
Accumulated amortization | (5 | ) | — | ||||||||
Urgent and primary care intangibles, net | 292 | — | |||||||||
Gross carrying amount of other intangibles: | |||||||||||
Ancillary provider network | 1,921 | 1,921 | |||||||||
Software | 428 | 428 | |||||||||
2,349 | 2,349 | ||||||||||
Accumulated amortization | (1,773 | ) | (1,709 | ) | |||||||
Other intangibles, net | 576 | 640 | |||||||||
Total intangibles, net | $ | 868 | $ | 640 | |||||||
Schedule of intangible assets acquired as part of business acquisition | ' | ||||||||||
The allocation of urgent and primary care intangible assets is summarized in the following table: | |||||||||||
30-Jun-14 | |||||||||||
(in thousands) | Gross Carrying Amount | Weighted Average Amortization Period | Accumulated Amortization | ||||||||
Non-amortizable intangibles: | |||||||||||
Goodwill | $ | 1,948 | — | $ | — | ||||||
Amortizable intangibles: | |||||||||||
Patient base | 263 | 5 years | (4 | ) | |||||||
Licensed trade name | 34 | 3 years | (1 | ) | |||||||
Schedule of finite-lived intangible assets future amortization expense | ' | ||||||||||
Estimated annual amortization expense relating to urgent and primary care intangibles is as follows (amounts in thousands): | |||||||||||
Years ending December 31, | |||||||||||
2014 | $ | 37 | |||||||||
2015 | 64 | ||||||||||
2016 | 64 | ||||||||||
2017 | 57 | ||||||||||
2018 | 53 | ||||||||||
Thereafter | 22 | ||||||||||
Acquisitions_Details
Acquisitions (Details) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | 8-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
CorrectMed | CorrectMed | CorrectMed | Other Acquisitions | Other Acquisitions | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | $2,700,000 | ' | ' | ' | ' |
Cash consideration | 2,180,000 | 0 | 2,200,000 | ' | ' | ' | ' |
Note payable due to business combination | ' | ' | 500,000 | ' | ' | ' | ' |
Transaction costs | ' | ' | ' | $106,000 | $140,000 | $135,000 | $258,000 |
Acquisitions_Assets_Acquired_a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | 8-May-14 | 8-May-14 | 8-May-14 |
In Thousands, unless otherwise specified | CorrectMed | Patient base | Licensed trade name | ||
CorrectMed | CorrectMed | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | $221 | ' | ' |
Other current assets | ' | ' | 27 | ' | ' |
Fixed assets | ' | ' | 1,124 | ' | ' |
Goodwill | 1,948 | 0 | 1,948 | ' | ' |
Intangible assets | ' | ' | ' | 263 | 34 |
Other liabilities assumed | ' | ' | -937 | ' | ' |
Total assets acquired and liabilities assumed | ' | ' | $2,680 | ' | ' |
Acquisitions_Pro_Forma_Informa
Acquisitions (Pro Forma Information) (Details) (CorrectMed, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CorrectMed | ' | ' | ' | ' |
Pro Forma Information [Abstract] | ' | ' | ' | ' |
Revenues | $6,319 | $7,343 | $12,103 | $16,116 |
Net loss | ($1,352) | ($1,833) | ($3,102) | ($3,160) |
Loss per basic common share | ($0.21) | ($0.32) | ($0.51) | ($0.55) |
Loss per diluted common share | ($0.21) | ($0.32) | ($0.51) | ($0.55) |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 0 Months Ended | |||
8-May-14 | Jun. 30, 2014 | 8-May-14 | ||
Debt Instrument [Line Items] | ' | ' | ' | |
Less current maturities | ' | ($542,000) | ' | |
Long-term debt excluding current maturities | ' | 394,000 | ' | |
Promissory Note To CorrectMed | Notes Payable | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Short-term debt | ' | 500,000 | [1] | ' |
Amount issued | ' | ' | 500,000 | |
Debt instrument term | '1 year | ' | ' | |
Stated interest rate | ' | ' | 5.00% | |
Long-term Note Payable | Notes Payable | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable | ' | 436,000 | [2] | ' |
Amount issued | ' | ' | $526,000 | |
Stated interest rate | ' | ' | 4.34% | |
Annual increase in interest rate | 5.00% | ' | ' | |
[1] | In connection with the CorrectMed Acquisition discussed in Note 2, on May 8, 2014, the Company executed and delivered a promissory note in favor of the sellers in the initial principal amount of $500,000. The promissory note has a one-year term and simple interest accrues at a fixed rate of five percent (5%) per annum. The principal amount of this note is subject to adjustment based on working capital levels on the date of closing. | |||
[2] | Repayments scheduled totaled $526,000 and is scheduled to be repaid in monthly installments through October of 2021. The note is unsecured and interest is at a fixed interest rate of 4.34% per annum, and monthly payments increase 5% every year. The note financed leasehold improvements to one of the center's facilities. |
Capital_Lease_Obligations_Deta
Capital Lease Obligations (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Capital Leases Future Minimum Payments | ' |
2014 (remaining 6 months) as of June 30, 2014 | $47,000 |
2015 | 93,000 |
2016 | 99,000 |
2017 | 91,000 |
2018 | 94,000 |
Thereafter | 302,000 |
Total minimum lease payments | 726,000 |
Less Interest | -297,000 |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 429,000 |
Equipment Lease | ' |
Capital Leases Future Minimum Payments | ' |
2014 (remaining 6 months) as of June 30, 2014 | 11,000 |
2015 | 17,000 |
2016 | 17,000 |
2017 | 3,000 |
2018 | 0 |
Thereafter | 0 |
Total minimum lease payments | 48,000 |
Less Interest | -2,000 |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 46,000 |
Building Lease | ' |
Capital Leases Future Minimum Payments | ' |
2014 (remaining 6 months) as of June 30, 2014 | 36,000 |
2015 | 76,000 |
2016 | 82,000 |
2017 | 88,000 |
2018 | 94,000 |
Thereafter | 302,000 |
Total minimum lease payments | 678,000 |
Less Interest | -295,000 |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 383,000 |
Capital Lease Obligations | CorrectMed Medical Equipment | ' |
Capital Leased Assets [Line Items] | ' |
Frequency of periodic payments | 'monthly |
Periodic payment | 1,494 |
Capital Lease Obligations | CorrectMed Medical Facilities | ' |
Capital Leased Assets [Line Items] | ' |
Frequency of periodic payments | 'monthly |
Capital Lease Obligations | CorrectMed Medical Facilities | Minimum | ' |
Capital Leased Assets [Line Items] | ' |
Periodic payment | 3,950 |
Capital Lease Obligations | CorrectMed Medical Facilities | Maximum | ' |
Capital Leased Assets [Line Items] | ' |
Periodic payment | $12,256 |
Private_PlacementEquity_Detail
Private Placement/Equity (Details) (USD $) | 6 Months Ended | 0 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | 5-May-14 | Dec. 31, 2013 | 5-May-14 | 5-May-14 |
Common Stock | Common Stock | ||||
Private Placement | Private Placement | ||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' |
Private placement, shares issued | ' | ' | ' | 1,000 | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | $2 |
Stock issued, value of shares | $2,000 | ' | ' | $2,000 | ' |
Revenue_Recognition_Accounts_R
Revenue Recognition (Accounts Receivable) (Details) (Urgent and Primary Care, USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Urgent and Primary Care | ' |
Business Acquisition [Line Items] | ' |
Accounts receivable | $367 |
Less: Estimated allowance for contractual adjustments and doubtful accounts | -104 |
Accounts Receivable, Net | $263 |
Revenue_Recognition_Net_Revenu
Revenue Recognition (Net Revenue from Acquisition) (Details) (Urgent and Primary Care, USD $) | 2 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Urgent and Primary Care | ' |
Business Acquisition [Line Items] | ' |
Gross revenue | $906 |
Less: Provision for contractual adjustments | -432 |
Net revenue | $474 |
Revenue_Recognition_Net_Provid
Revenue Recognition (Net Provider Payments) (Details) (Ancillary Network, USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Ancillary Network | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues, net of provider payments | $1.60 | $1.50 | $2.90 | $3.30 |
Revenue_Recognition_Revenue_an
Revenue Recognition (Revenue and Accounts Receivable) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Entity Wide Revenue Major Customer Number | ' | ' | 3 | ' | ' |
Accounts receivable, net | $2,309 | ' | $2,309 | ' | $1,977 |
Net revenues | 5,971 | 6,443 | 10,979 | 14,048 | ' |
Ancillary Network | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Allowance for Uncollectable Receivables | -341 | -261 | -341 | -261 | ' |
Accounts receivable, net | 2,046 | 2,615 | 2,046 | 2,615 | ' |
Provision for refunds | -53 | -66 | -106 | -107 | ' |
Net revenues | 5,497 | 6,443 | 10,505 | 14,048 | ' |
Ancillary Network | Sales Revenue | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
% of Total Revenue | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Ancillary Network | Sales Revenue | Provision for refunds | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
% of Total Revenue | -1.00% | -1.00% | -1.00% | -1.00% | ' |
Ancillary Network | Customer Concentration Risk | Material Client Relationship | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 1,029 | 443 | 1,029 | 443 | ' |
Revenue, Gross | 2,312 | 1,438 | 3,544 | 3,795 | ' |
Ancillary Network | Customer Concentration Risk | HealthSCOPE Benefits, Inc. | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 91 | 160 | 91 | 160 | ' |
Revenue, Gross | 365 | 537 | 1,059 | 1,120 | ' |
Ancillary Network | Customer Concentration Risk | HealthMarkets, Inc | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 163 | 179 | 163 | 179 | ' |
Revenue, Gross | 363 | 881 | 862 | 1,537 | ' |
Ancillary Network | Customer Concentration Risk | All Others | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Accounts Receivable, Gross | 1,104 | 2,094 | 1,104 | 2,094 | ' |
Revenue, Gross | $2,510 | $3,653 | $5,146 | $7,703 | ' |
Ancillary Network | Customer Concentration Risk | Sales Revenue | Material Client Relationship | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
% of Total Revenue | 42.00% | 22.00% | 34.00% | 27.00% | ' |
Ancillary Network | Customer Concentration Risk | Sales Revenue | HealthSCOPE Benefits, Inc. | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
% of Total Revenue | 7.00% | 8.00% | 10.00% | 8.00% | ' |
Ancillary Network | Customer Concentration Risk | Sales Revenue | HealthMarkets, Inc | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
% of Total Revenue | 7.00% | 14.00% | 8.00% | 11.00% | ' |
Ancillary Network | Customer Concentration Risk | Sales Revenue | All Others | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
% of Total Revenue | 45.00% | 57.00% | 49.00% | 55.00% | ' |
Segment_Reporting_Consolidatin
Segment Reporting (Consolidating Assets, by Segment) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Number of reportable segments | 2 | ' |
Assets | $12,143 | $11,029 |
Shared Services | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | 3,842 | 6,625 |
Urgent and Primary Care | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | 3,874 | 0 |
Ancillary Network | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Assets | $4,427 | $4,404 |
Segment_Reporting_Consolidatin1
Segment Reporting (Consolidating Statements of Operations by Industry) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenue | $5,971 | $6,443 | $10,979 | $14,048 |
Operating income (loss) | -1,325 | -1,512 | -2,767 | -2,664 |
Operating segments | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Operating income (loss) | 295 | -108 | 251 | -28 |
Urgent and Primary Care | Operating segments | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenue | 474 | 0 | 474 | 0 |
Operating income (loss) | 71 | 0 | 71 | 0 |
Ancillary Network | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenue | 5,497 | 6,443 | 10,505 | 14,048 |
Ancillary Network | Operating segments | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenue | 5,497 | 6,443 | 10,505 | 14,048 |
Operating income (loss) | $224 | ($108) | $180 | ($28) |
Segment_Reporting_Reconciliati
Segment Reporting (Reconciliation of Reportable Segment Operating Income (Loss)) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Operating income (loss) | ($1,325) | ($1,512) | ($2,767) | ($2,664) |
Severance charges | 0 | 216 | 108 | 216 |
Non-recurring transaction costs | 241 | 0 | 398 | 0 |
Depreciation and amortization | 215 | 212 | 393 | 423 |
Non-cash stock-based compensation expense | 123 | 76 | 197 | 153 |
Interest expense (income) | 13 | -7 | 9 | -15 |
Loss before income taxes | -1,338 | -1,505 | -2,776 | -2,649 |
Operating segments | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Operating income (loss) | 295 | -108 | 251 | -28 |
Shared Services | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Operating income (loss) | $1,041 | $900 | $1,922 | $1,844 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Stock options | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive shares excluded from calculation of earnings per share | 1,239,000 | 1,239,000 |
Stock warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive shares excluded from calculation of earnings per share | 44,400 | 44,400 |
Restricted Stock Units (RSU's) | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive shares excluded from calculation of earnings per share | 125,100 | 125,100 |
Goodwill_Other_Intangible_Asse2
Goodwill, Other Intangible Assets and Software Development Costs (Intangible Assets and Related Accumulated Amortization) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Other intangibles, net | Other intangibles, net | Ancillary provider network | Ancillary provider network | Software | Software | Urgent and Primary Care | Urgent and Primary Care | Urgent and Primary Care | Urgent and Primary Care | Urgent and Primary Care | Urgent and Primary Care | CorrectMed | CorrectMed | CorrectMed | CorrectMed | |||
Patient base | Patient base | Licensed trade name | Licensed trade name | |||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross carrying amount | ' | ' | $2,349,000 | $2,349,000 | $1,921,000 | $1,921,000 | $428,000 | $428,000 | $297,000 | $0 | $263,000 | $0 | $34,000 | $0 | ' | ' | ' | ' |
Accumulated amortization | ' | ' | -1,773,000 | -1,709,000 | ' | ' | ' | ' | -5,000 | 0 | -4,000 | ' | -1,000 | ' | ' | ' | ' | ' |
Intangible assets, net | 868,000 | 640,000 | 576,000 | 640,000 | ' | ' | ' | ' | 292,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | $0 | $5,000 | $0 |
Goodwill_Other_Intangible_Asse3
Goodwill, Other Intangible Assets and Software Development Costs (Allocation of Intangible Assets Acquired) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | $1,948 | $0 |
Urgent and Primary Care | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 297 | 0 |
Accumulated amortization | -5 | 0 |
Patient base | Urgent and Primary Care | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 263 | 0 |
Weighted average amortization period (in years) | '5 years | ' |
Accumulated amortization | -4 | ' |
Licensed trade name | Urgent and Primary Care | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 34 | 0 |
Weighted average amortization period (in years) | '3 years | ' |
Accumulated amortization | ($1) | ' |
Goodwill_Other_Intangible_Asse4
Goodwill, Other Intangible Assets and Software Development Costs (Estimated Annual Amortization Expense and Developed Software) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' | ' | ' |
Useful life of developed software | ' | ' | '5 years | ' |
Capitalized software development costs | $39 | $22 | $138 | $176 |
Urgent and Primary Care | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' | ' | ' |
2014 | 37 | ' | 37 | ' |
2015 | 64 | ' | 64 | ' |
2016 | 64 | ' | 64 | ' |
2017 | 57 | ' | 57 | ' |
2018 | 53 | ' | 53 | ' |
Thereafter | $22 | ' | $22 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Equity Dynamics. Inc., Consulting Services, USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | ' | ' |
Monthly fee for consulting services | ' | $10 |
Professional Fees | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party, incurred expenses | $30 | $60 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Jul. 30, 2014 | Jul. 30, 2014 | Jul. 30, 2014 | |
Forecast | Subsequent Event | Subsequent Event | Subsequent Event | |
Bay Walk-In Clinic, Inc. | Credit Agreement | Credit Agreement | Credit Agreement | |
property | Financial Guarantors [Member] | Revolving Credit Facility | Revolving Credit Facility | |
Line of Credit | Line of Credit | |||
One-Month LIBOR | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $5,000,000 | ' |
Basis spread on variable rate | ' | ' | ' | 1.75% |
Warrants issued | ' | 800,000 | ' | ' |
Exercise price per share | ' | $3.15 | ' | ' |
Number of urgent care centers acquired | 2 | ' | ' | ' |
Purchase price | 2,200,000 | ' | ' | ' |
Cash consideration | 1,500,000 | ' | ' | ' |
Promissory notes incurred due to business combination | $700,000 | ' | ' | ' |