Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2013 |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation |
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The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
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Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements including 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 and accompanying notes. The Company’s critical accounting policies are those that are both most important to the Company’s financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results could differ from these estimates. |
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Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation |
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The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances have been eliminated in consolidation. |
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Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | ' |
Accounts Receivable |
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Accounts receivable represent amounts owed to the Company for products sold and services rendered net of an allowance for doubtful accounts. The Company grants unsecured credit to its customers. The Company continuously monitors the payment performance of its customers to ensure collections and minimize losses. Management does not believe that significant credit risks exist. An allowance for doubtful accounts is based upon the credit profiles of specific customers, economic and industry trends and historic payment experience. There is no allowance for doubtful accounts at June 30, 2013 and December 31, 2012. |
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Inventory, Policy [Policy Text Block] | ' |
Inventory |
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Inventories consist of finished pharmaceutical products and are recorded at the lower of cost or market, with the cost determined on a first-in, first-out basis. The Company periodically reviews the composition of inventory in order to identify obsolete, slow-moving or otherwise non-saleable items. If non-saleable items are observed and there are no alternate uses for the inventory, the Company will record a write-down to net realizable value in the period that the decline in values is first recognized. |
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Rebates Policy [Policy Text Block] | ' |
Rebates |
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Pharmaceutical manufacturers offer rebates for selected brand drugs. The Company currently receives these rebates through a third party administrator. The rebates are considered earned when members (employees of customers) order the drugs. Rebates earned are paid to the Company by the third party administrator quarterly. Rebates earned are recognized as a reduction to cost of revenue. The portion of the rebate payable to customers is simultaneously recognized as a reduction of revenue. Management evaluates rebates receivable at the end of every reporting period and adjusts the amount reflected on the accompanying balance sheet to net realizable value. An adjustment is also made to the rebate payable to customers to correspond with any adjustment that applies to rebates receivable. |
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Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and Equipment |
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Property and equipment are stated at cost less accumulated amortization and depreciation. Leasehold improvements are amortized using the straight-line method over the shorter of the term of the lease or the estimated useful lives of the assets. Furniture and fixtures are depreciated using the straight-line method over the estimated useful lives of the assets of 5 years. Computer equipment and software are depreciated using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years. |
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Development Stage Company Policy [Policy Text Block] | ' |
Internal-Use Software Development Costs |
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The Company capitalizes certain costs associated with the purchase and/or development of internal-use software, including its website. Generally, external and internal costs incurred during the application development stage of a project are capitalized. The application development stage of a project generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred. Upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software costs are amortized using the straight-line method over the estimated useful life of the asst, which approximates 3 years. |
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Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Long-Lived Assets |
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Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the fair value of the asset as compared to its carrying value. During the six months ended June 30, 2013 and the year ended December 31, 2012, the Company did not record any impairment charges. |
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Investment, Policy [Policy Text Block] | ' |
Investments Held in Trust |
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The Company applies the provisions of ASC Topic 320-10, Investment – Debt and Equity, to account for investments held in trust, which comprise only of held-to maturity securities. Held-to-maturity securities are those securities, which the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost on the accompanying balance sheets and adjusted for any amortization or accretion of premiums or discounts. |
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Deferred Charges, Policy [Policy Text Block] | ' |
Deferred Financing Costs |
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Costs relating to obtaining the line of credit in April 2013 and the Bridge Notes in September 2012 have been capitalized and amortized over the term of the related debt using the straight line method. Amortization of deferred financing costs charged to interest expense was $686,631 and $254,993 in the six months ended June 30, 2013 and for the year ended December 31, 2013, respectively. The unamortized balance was $548,394 and $552,380 at June 30, 2013 and December 31, 2012, respectively. |
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Derivatives, Policy [Policy Text Block] | ' |
Derivative Financial Instruments |
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The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment. As a result, such warrants are recorded as a liability and are revalued at fair value at the end of each reporting period. Furthermore, under derivative accounting, the warrants are initially recorded at their fair value. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as a change in fair value in the statement of operations on the issuance date. |
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Debt, Policy [Policy Text Block] | ' |
Debt Discounts |
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Debt discounts are amortized using the effective interest rate method over the term of the related debt. The result achieved using the straight-line method is not materially different than those which would result using the effective interest method. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Share-Based Payments |
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Share-based payments to employees are measured at the fair value of the award on the date of grant based on the estimated number of awards that are ultimately expected to vest. The compensation expense resulting from such awards is recorded over the vesting period of the award in selling, general and administrative expenses on the accompanying consolidated statements of operations. |
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Share-based payments to non-employees for services rendered are recorded at either the fair value of the services rendered, or the fair value of the awards, whichever is more readily determinable. The expense resulting from such awards is marked to market over the vesting period of the award in selling, general and administration expenses on the accompanying consolidated statements of operations. |
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Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition |
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The Company typically enters into annual renewable agreements with its customers to provide pharmacy benefit management on a fixed price or self-insured basis. The Company records revenues from all its current contracts with customers gross as the Company acts as principal based on the following factors: 1) the Company has a separate contractual relationship with its customers and with its claims adjudicator to whom the Company pays the costs of the prescription drugs consumed by its customers (the claims), 2) the Company through its claim adjudicator is responsible to validate and manage the claims, and 3) the Company bears the credit risk for the amount due from the customers. Revenues are recorded monthly as earned. The Company also operates a mail order pharmacy that services plan members. All revenues and associated costs from dispensing drugs by the mail order pharmacy to our plan members, excluding the members’ co-pay are eliminated as inter-company revenues. Some of the contracts contain terms whereby the Company makes certain financial guarantees regarding prescription costs. Actual performance is compared to the guaranteed measure throughout the period and accruals are recorded as an offset to revenue if the Company fails to meet a financial guarantee. |
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Cost of Sales, Policy [Policy Text Block] | ' |
Cost of Sales |
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Cost of sales includes claim payments for both fixed- price and self-insured programs, administrative fees paid for processing the claims to the claims adjudicator and, the cost of prescription drugs of the mail order pharmacy. |
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Advertising Costs, Policy [Policy Text Block] | ' |
Advertising Expenses |
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Advertising expenses are expensed as incurred and included in selling, general and administrative expenses on the accompanying statements of operations. Advertising expenses were approximately $68,000 and $143,000 for the six months ended June 30, 2013 and year ended December 31, 2012, respectively. |
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Income Tax, Policy [Policy Text Block] | ' |
Income Taxes |
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The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is established when realization of net deferred tax assets is not considered more likely than not. |
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Uncertain income tax positions are determined based upon the likelihood of the positions being sustained upon examination by taxing authorities. The benefit of a tax position is recognized in the consolidated financial statements in the period during which management believes it is more likely than not that the position will not be sustained. Income tax positions taken are not offset or aggregated with other positions. Income tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of income tax benefit that is more than 50 percent likely of being realized if challenged by the applicable taxing authority. The portion of the benefits associated with income tax positions taken that exceeds the amount measured is reflected as income taxes payable. |
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The Company recognizes interest related to uncertain tax positions in interest expense. The Company recognizes penalties related to uncertain tax positions in income tax expense. |
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Fair Value Measurement, Policy [Policy Text Block] | ' |
Fair Value Measurements |
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The Company applies recurring fair value measurements to its derivative instruments in accordance with ASC 820, Fair Value Measurements. In determining fair value, the Company uses a market approach and incorporates assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated or generally unobservable internally-developed inputs. Based upon the observability of the inputs used in these valuation techniques, the Company’s derivative instruments are classified as follows: |
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| Level 1: | The fair value of derivative instruments classified as Level 1 is determined by unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. | | | | | | | | | | | |
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| Level 2: | The fair value of derivative instruments classified as Level 2 is determined by quoted market prices for similar assets or liabilities in active markets, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. | | | | | | | | | | | |
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| Level 3: | The fair value of derivative instruments classified as Level 3 is determined by internally-developed models and methodologies utilizing significant inputs that are generally less readily observable from objective sources. | | | | | | | | | | | |
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The Company’s valuation methodology for warrants classified as derivative liabilities qualifies as a level 2 fair value measurement since it is determined using internally developed models and analysis. |
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At June 30, 2013 the Company had 2,000,000 warrants exercisable into its Class C shares that were issued in connection with Selway’s initial public offering (“Selway IPO Warrants”). These warrants are publicly traded and are classified as liabilities. Additionally, HCCA issued 296,250 warrants in connection with the Bridge Financing with identical terms as the Selway IPO Warrants. The Company has valued all of these warrants as June 30, 2013 based on the closing price of the Selway IPO Warrants. Because the market for the Selway IPO Warrants is not active, the valuation is classified as a Level 2 measurement. These warrants are exercisable at $7.50 a share and expire on November 7, 2016. |
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The table below presents the Company’s fair value hierarchy for those derivative instruments measured at fair value on a recurring basis as of June 30, 2013: |
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| | Level 1 | | Level 2 | | Level 3 | | Total | |
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Warrants | | $ | - | | $ | 3,559,188 | | $ | - | | $ | 3,559,188 | |
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Total derivative liabilities | | $ | - | | $ | 3,559,188 | | $ | - | | $ | 3,559,188 | |
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The table below presents the Company’s fair value hierarchy for those derivative instruments measured at fair value on a recurring basis as of December 31, 2012: |
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| | Level 1 | | Level 2 | | Level 3 | | Total | |
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Warrants | | $ | - | | $ | 121,350 | | $ | - | | $ | 121,350 | |
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Total derivative liabilities | | $ | - | | $ | 121,350 | | $ | - | | $ | 121,350 | |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value of Financial Instruments |
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The fair values of cash and cash equivalents, accounts receivable, rebates receivable and accounts payable approximate their carrying values due to the short-term nature of the instruments. The fair values of long-term debt and revolving loans approximates their carrying value due to their variable interest rates. The fair value of investments held in trust is not materially different than its carrying value because of the short-term nature of the investments. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Risks and Concentrations |
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The Company utilizes the services of a single claims adjudicator. If there is an adverse situation in this relationship, the Company’s mail order pharmaceutical fulfillment services would be ineffective until a replacement claims adjudicator was obtained. |
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Approximately 12% of the Company’s 2012 revenues were derived from one customer. Revenues from this customer were 10% of our revenues for the six month period ended June 30, 2013. No amounts were due from this customer at June 30, 2013 or December 31, 2012. In addition, one of the reseller’s customers accounted for approximately 14% of the Company’s revenue for the six month period ended June 30, 2013 as well as approximately 14% of the Company’s revenue for the year ended December 31, 2012. Amounts due from this customer represented 32% and 46% of accounts receivable at June 30, 2013 and December 31, 2012, respectively. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents |
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The Company considers all cash in bank, money market funds and certificates of deposit with an original maturity of less than three months to be cash equivalents. The Company maintains its cash and cash equivalents in one financial institution. Cash balances on hand at this financial institution may exceed the insurance coverage provided to the Company by the Federal Deposit Insurance Corporation at various times during the year. |
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Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings (Loss) Per Share |
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Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are determined in the same manner as basic earnings (loss) per share, except that the number of shares is increased to include potentially dilutive securities using the treasury stock method. Because the Company incurred a net loss in all periods presented, all potentially dilutive securities were excluded from the computation of diluted loss per share because the effect of including them is anti-dilutive. |
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| | Six Months Ended | | Year Ended | | | | | | | |
| | June 30, 2013 | | December 31, 2012 | | | | | | | |
Basic and Diluted: | | | | | | | | | | | | | |
Net loss | | $ | -14,066,292 | | $ | -7,575,965 | | | | | | | |
Less: Deemed dividend to preferred stockholders | | | -3,532,858 | | | - | | | | | | | |
Net loss attributable to common stockholders | | $ | -17,599,150 | | $ | -7,575,965 | | | | | | | |
Weighted average shares | | | 6,851,819 | | | 38,939,909 | | | | | | | |
Basic loss per common share | | $ | -2.57 | | $ | -0.19 | | | | | | | |
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The following table summarizes the number of shares of common stock attributable to potentially dilutive securities outstanding for each of the periods which are excluded in the calculation of diluted loss per share: |
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| | Six Months Ended | | Year Ended | | | | | | | |
| | June 30, 2013 | | December 31, 2012 | | | | | | | |
Dilutive Potential Common Shares | | | | | | | | | | | | | |
Warrants | | $ | 3,314,023 | | $ | 1,585,833 | | | | | | | |
Restricted stock awards | | | - | | | 75,292 | | | | | | | |
Convertible notes payable | | | - | | | 2,666,667 | | | | | | | |
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Reclassification, Policy [Policy Text Block] | ' |
Reclassification |
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Certain previously reported amounts have been reclassified to conform to the presentation used in the June 30, 2013 financial statements. |
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