Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 17, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | MEDICAL TRANSCRIPTION BILLING, CORP | ||
Entity Central Index Key | 1,582,982 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 9,543,380 | ||
Trading Symbol | MTBC | ||
Entity Common Stock, Shares Outstanding | 10,331,719 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 8,039,562 | $ 1,048,660 |
Accounts receivable - net of allowance for doubtful accounts of $250,000 and $165,000 at December 31, 2015 and December 31, 2014, respectively | 2,211,979 | 3,007,314 |
Current assets - related party | 13,200 | 24,284 |
Prepaid expenses and other current assets | 621,492 | 504,442 |
Total current assets | 10,886,233 | 4,584,700 |
Property and equipment - net | 1,372,283 | 1,444,334 |
Intangible assets - net | 5,379,404 | 8,377,837 |
Goodwill | 8,971,994 | 8,560,336 |
Other assets | 66,984 | 140,053 |
TOTAL ASSETS | 26,676,898 | 23,107,260 |
CURRENT LIABILITIES: | ||
Accounts payable | 370,441 | 1,082,342 |
Accrued compensation | 627,450 | 836,525 |
Accrued expenses | 650,221 | 1,113,108 |
Deferred rent | 37,987 | 12,683 |
Deferred revenue | 73,520 | 37,508 |
Accrued liability to related party | 10,700 | 153,931 |
Borrowings under line of credit | 2,000,000 | 1,215,000 |
Note payable - related party | 0 | 470,089 |
Current portion of long-term debt | 500,000 | 0 |
Notes payable - other (current portion) | 582,023 | 596,616 |
Contingent consideration (current portion) | 746,560 | 2,626,323 |
Dividends payable | 159,236 | 0 |
Total current liabilities | 5,758,138 | 8,144,125 |
Long - term debt, net of discount and debt issuance costs | 4,836,384 | 0 |
Notes payable - other | 66,539 | 48,564 |
Deferred rent | 490,588 | 551,343 |
Deferred revenue | 36,082 | 42,631 |
Contingent consideration | 425,948 | 0 |
Deferred tax liability | 171,269 | 0 |
Total liabilities | $ 11,784,948 | $ 8,786,663 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, par value $0.001 per share; authorized 1,000,000 shares; issued and outstanding 231,616 shares at December 31, 2015 and none at December 31, 2014 | $ 232 | $ 0 |
Common stock, $0.001 par value - authorized 19,000,000 shares; issued 10,345,351 and 9,711,604 shares at December 31, 2015 and 2014, respectively; outstanding, 10,244,013 and 9,711,604 shares at December 31, 2015 and 2014, respectively | 10,346 | 9,712 |
Additional paid-in capital | 24,549,889 | 18,979,976 |
Accumulated deficit | (9,147,507) | (4,460,129) |
Accumulated other comprehensive loss | (398,979) | (208,962) |
Less: 101,338 common shares held in treasury, at cost | (122,031) | 0 |
Total shareholders' equity | 14,891,950 | 14,320,597 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 26,676,898 | $ 23,107,260 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for Doubtful Accounts Receivable (in dollars) | $ 250,000 | $ 165,000 |
Preferred Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 231,616 | 0 |
Preferred Stock, Shares Outstanding | 231,616 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 19,000,000 | 19,000,000 |
Common Stock, Shares, Issued | 10,345,351 | 9,711,604 |
Common Stock, Shares, Outstanding | 10,244,013 | 9,711,604 |
Treasury Stock, Shares | 101,338 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NET REVENUE | $ 23,079,850 | $ 18,303,264 |
OPERATING EXPENSES: | ||
Direct operating costs | 11,630,070 | 10,636,851 |
Selling and marketing | 467,446 | 253,280 |
General and administrative | 11,969,177 | 9,942,600 |
Research and development | 659,176 | 531,676 |
Change in contingent consideration | (1,786,367) | (1,811,362) |
Depreciation and amortization | 4,598,610 | 2,791,368 |
Total operating expenses | 27,538,112 | 22,344,413 |
OPERATING LOSS | (4,458,262) | (4,041,149) |
OTHER: | ||
Interest income | 26,795 | 26,605 |
Interest expense | (288,406) | (183,466) |
Other income (expense) - net | 170,281 | (134,715) |
LOSS BEFORE INCOME TAXES | (4,549,592) | (4,332,725) |
Income tax provision | 137,786 | 176,525 |
NET LOSS | (4,687,378) | (4,509,250) |
Preferred stock dividend | 207,007 | 0 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (4,894,385) | $ (4,509,250) |
Loss per common share: | ||
Basic and diluted loss per share (in dollars per share) | $ (0.50) | $ (0.64) |
Weighted-average basic and diluted shares outstanding (in shares) | 9,732,806 | 7,084,630 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
NET LOSS | $ (4,687,378) | $ (4,509,250) | |
OTHER COMPREHENSIVE LOSS, NET OF TAX | |||
Foreign currency translation adjustment | [1] | (190,017) | (21,608) |
COMPREHENSIVE LOSS | $ (4,877,395) | $ (4,530,858) | |
[1] | Net of taxes of $141,945 for the year ended December 31, 2014. No tax effect has been recorded in 2015 as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustment. |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Parenthetical] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign currency translation adjustment | $ 141,945 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2013 | $ 118,497 | $ 0 | $ 5,102 | $ 251,628 | $ 49,121 | $ (187,354) | $ 0 |
Balance (in shares) at Dec. 31, 2013 | 0 | 5,101,770 | |||||
Net loss | (4,509,250) | $ 0 | $ 0 | 0 | (4,509,250) | 0 | 0 |
Foreign currency translation adjustment | 120,337 | 0 | 0 | 0 | 0 | 120,337 | 0 |
Effect of valuation allowance against deferred tax asset related to foreign currency translation adjustment | (141,945) | 0 | 0 | 0 | 0 | (141,945) | 0 |
Issuance of stock, net of fees and expenses | 16,284,568 | $ 0 | $ 4,080 | 16,280,488 | 0 | 0 | 0 |
Issuance of stock, net of fees and expenses (in shares) | 0 | 4,080,000 | |||||
Shares issued on conversion of note | 587,835 | $ 0 | $ 118 | 587,717 | 0 | 0 | 0 |
Shares issued on conversion of note (in shares) | 0 | 117,567 | |||||
Shares issued to acquired businesses | 1,601,677 | $ 0 | $ 412 | 1,601,265 | 0 | 0 | 0 |
Shares issued to acquired businesses (in shares) | 0 | 412,267 | |||||
Stock-based compensation expense | 258,878 | $ 0 | $ 0 | 258,878 | 0 | 0 | 0 |
Balance at Dec. 31, 2014 | 14,320,597 | $ 0 | $ 9,712 | 18,979,976 | (4,460,129) | (208,962) | 0 |
Balance (in shares) at Dec. 31, 2014 | 0 | 9,711,604 | |||||
Net loss | (4,687,378) | $ 0 | $ 0 | 0 | (4,687,378) | 0 | 0 |
Foreign currency translation adjustment | $ (190,017) | 0 | 0 | 0 | 0 | (190,017) | 0 |
Effect of valuation allowance against deferred tax asset related to foreign currency translation adjustment | |||||||
Forfeiture of shares issued to acquired businesses | $ (132,880) | $ 0 | $ (54) | (132,826) | 0 | 0 | 0 |
Forfeiture of shares issued to acquired businesses (in shares) | 0 | (53,797) | |||||
Settlement of contingent shares | 674,485 | $ 0 | $ 567 | 673,918 | 0 | 0 | 0 |
Settlement of contingent shares (in shares) | 0 | 566,794 | |||||
Issuance of stock, net of fees and expenses | 4,679,196 | $ 232 | $ 0 | 4,678,964 | 0 | 0 | 0 |
Issuance of stock, net of fees and expenses (in shares) | 231,616 | 0 | |||||
Restricted share units vested | 0 | $ 0 | $ 121 | (121) | 0 | 0 | 0 |
Restricted share units vested (in shares) | 0 | 120,750 | |||||
Common stock warrants issued | 104,000 | $ 0 | $ 0 | 104,000 | 0 | 0 | 0 |
Stock-based compensation expense | 452,985 | 0 | 0 | 452,985 | 0 | 0 | 0 |
Purchase of common stock | (122,031) | 0 | 0 | 0 | 0 | 0 | (122,031) |
Preferred stock dividends | (207,007) | 0 | 0 | (207,007) | 0 | 0 | 0 |
Balance at Dec. 31, 2015 | $ 14,891,950 | $ 232 | $ 10,346 | $ 24,549,889 | $ (9,147,507) | $ (398,979) | $ (122,031) |
Balance (in shares) at Dec. 31, 2015 | 231,616 | 10,345,351 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (4,687,378) | $ (4,509,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,598,610 | 2,791,368 |
Deferred rent | (11,362) | 9,088 |
Deferred revenue | (28,664) | (31,283) |
Deferred income taxes | 171,269 | 153,364 |
Provision for doubtful accounts | 275,218 | 169,299 |
Foreign exchange (gain) loss | (157,261) | 123,210 |
Gain from reduction in referral fee | 0 | (105,523) |
Gain on disposal of assets | 0 | (286) |
Interest accretion on debt | 50,759 | 77,263 |
Stock-based compensation expense | 628,792 | 258,878 |
Change in contingent consideration | (1,786,367) | (1,811,362) |
Other | 0 | (13,234) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 520,121 | (2,167,193) |
Other assets | 233,144 | 72,235 |
Accounts payable and other liabilities | (1,689,662) | 2,283,237 |
Net cash used in operating activities | (1,882,781) | (2,700,189) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (421,858) | (1,116,191) |
Cash paid for acquisitions and customer contracts | (180,565) | (11,536,639) |
Advances to majority shareholder | 0 | (2,463) |
Repayment of advances to majority shareholder | 0 | 2,463 |
Net cash used in investing activities | (602,423) | (12,652,830) |
FINANCING ACTIVITIES: | ||
Proceeds from IPO of common stock, net of costs | 0 | 17,167,294 |
Proceeds from issuance of preferred stock, net of costs | 4,679,196 | 0 |
Proceeds from long term debt, net of costs | 5,489,625 | 0 |
Proceeds from note payable to majority shareholder | 410,000 | 165,000 |
Repayments of note payable to majority shareholder | (880,089) | (430,591) |
Repayments of notes payable - other | (810,924) | (1,222,884) |
Proceeds from line of credit | 11,463,766 | 5,725,446 |
Repayments of line of credit | (10,678,766) | (5,525,446) |
Preferred stock dividends paid | (47,771) | 0 |
Purchase of common shares | (122,031) | 0 |
Net cash provided by financing activities | 9,503,006 | 15,878,819 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (26,900) | 24,916 |
NET INCREASE IN CASH | 6,990,902 | 550,716 |
CASH - Beginning of the year | 1,048,660 | 497,944 |
CASH - End of the year | 8,039,562 | 1,048,660 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Acquisition through issuance of promissory notes | 375,000 | 0 |
Contingent consideration resulting from acquisitions | 888,527 | 4,437,685 |
Equity issued in connection with acquisitions | 0 | 1,601,677 |
Conversion of convertible note to common stock | 0 | 587,835 |
Vehicle financing obtained | 30,442 | 78,421 |
Purchase of prepaid insurance through assumption of note | 374,785 | 486,858 |
Dividends declared, not paid | 159,236 | 0 |
SUPPLEMENTAL INFORMATION - Cash paid during the year for: | ||
Income taxes | 9,759 | 5,230 |
Interest | $ 256,269 | $ 147,192 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 1. Organization and Business General MTBC was founded in 1999 and incorporated under the laws of the State of Delaware in 2001. MTBC Private Limited (or “MTBC Pvt. Ltd.”) is a majority-owned subsidiary of MTBC based in Pakistan and was founded in 2004. MTBC owns 99.99 0.01 On July 23, 2014, the Company completed its initial public offering (“IPO”) of common stock. The Company sold 4,080,000 5.00 16.3 11.4 600,000 During the year 2015, the Company purchased the assets of Jesjam Holdings, LLC, a medical billing company doing business as Med Tech Professional Billing (“MedTech”) and the assets of the RCM division of QHR Technologies, Inc. which represented SoftCare Solutions Inc.’s clearinghouse, electronic data interchange and billing divisions (“SoftCare” and collectively with MedTech, the “2015 Acquisitions”). Also during the year 2015, the Company purchased certain customer relationships. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity [Abstract] | |
Liquidity [Text Block] | 2. Liquidity We generated net losses of $ 4.7 4.5 1.9 2.7 The Company renegotiated its bank financing during the third quarter of 2015 and obtained additional funds through a combination of term loans and a line of credit with Opus Bank, which provided additional liquidity. The term loans plus the line of credit have a combined borrowing limit of $ 10 8 September 1, 2019 September 1, 2018 The Company completed a preferred stock offering in November 2015 and raised approximately $ 4.7 after expenses. The preferred stock is redeemable at the Company’s option after five years, and is not subject to conversion, redemption or sinking fund provisions. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies impairment of long-lived assets and (6) stock-based compensation Revenue Recognition Medical billing The Company bills its customers on a monthly basis, in arrears. Approximately 85 64 Fees charged to customers for the services provided are typically based on a percentage of net collections on the Company’s clients’ accounts receivable. The Company does not recognize revenue for service fees until the Company has received notification that a claim has been accepted and the amount which the physician will collect is determined, as the fees are not fixed and determinable until such time. As it relates to fees charged to PracticePro customers at the outset of an arrangement, the Company charges a set fee which includes account set up, creating a website for the customer, establishing credentials, and training the customer’s office staff. This service does not have stand-alone value separate from the ongoing revenue cycle management, electronic health records and practice management services. The fees are deferred and recognized as revenue over the estimated customer relationship period (currently estimated to be five years). Other services The Company also generated approximately 7 The Company’s revenue arrangements generally do not include a general right of return for services provided. 659,176 531,676 Internal-Use Software Costs The Company capitalizes certain development costs incurred in connection with its internal use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of intangible assets. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. During 2015 the Company capitalized approximately $ 60,000 and are expensed as incurred 203,425 103,624 1.2 Although the Company is no longer obligated to retain cash funds for dividends, the Company initially established a separate bank account with approximately $ 1.3 December 31, December 31, 2015 2014 Beginning balance $ 165,000 $ 58,183 Provision 275,218 169,299 Write-offs (190,218) (62,482) Ending balance $ 250,000 $ 165,000 Depreciation for computers is calculated over three years, while remaining assets (except leasehold improvements) are depreciated over five years. The Company amortizes leasehold improvements over the lesser of the lease term or the economic life of those assets. Generally, the lease term is the base lease term plus certain renewal option periods for which renewal is reasonably assured and for which failure to exercise the renewal option would result in an economic penalty to the Company. Intangible Assets Intangible assets include customer contracts and relationships and covenants not-to-compete acquired in connection with acquisitions, as well as software purchase and development costs. The intangible assets acquired through the second quarter of 2015 are amortized on a straight-line basis over three years, which historically reflected the pattern in which economic benefits were expected to be realized. For customer contracts and relationships relating to the 2015 Acquisitions, amortization was charged using the double declining balance method over three years as the Company concluded that the double declining balance method was more appropriate based on its historical experience as the majority of the cash flows are expected to be recognized on an accelerated basis over their estimated useful lives. The effect of this change to an accelerated method of amortization did not have a material effect on the results of operations during the year ended December 31, 2015 and will not have a material effect on future periods. The customer relationships and associated contracts represent the most significant portion of the value of the purchase price for There was no impairment of intangibles or property and equipment during the years ended December 31, 2015 and 2014. st Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Conditions that could trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change to the Company in certain agreements, significant underperformance relative to historical or projected future operating results, loss of customer relationships, an economic downturn in customers' industries, or increased competition. The first step of the goodwill impairment test is a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. The estimate of the fair value of the reporting unit is based upon information available regarding prices of similar groups of assets, or other valuation techniques including present value techniques based upon estimates of future cash flows. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to the implied fair value of the goodwill. If the carrying amount of the goodwill is greater than the implied value, an impairment loss is recognized for the difference. The fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill. 101,338 122,031 Stock-Based Compensation Business Combinations The Company records net deferred tax assets to the extent that these assets will more likely than not be realized. All available positive and negative evidence is considered in making such a determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. A valuation allowance would be recorded to reduce deferred income tax assets when it is determined that it is more likely than not that the Company would not be able to realize its deferred income tax assets in the future in excess of their net recorded amount. The Company records uncertain tax positions on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. At December 31, 2015 and 2014, the Company did not have any uncertain tax positions that required recognition. Interest and penalties related to uncertain tax positions are recognized in income tax expense. For the years ended December 31, 2015 and 2014, the Company did not recognize any penalties or interest related to unrecognized tax benefits in its consolidated financial statements. The Company is prohibited from paying dividends on its common stock without the prior written consent of its senior lender, Opus Bank 58,000 Financial Instruments The Company follows a fair value measurement hierarchy to measure financial instruments. The fair value of the Company’s financial instruments is measured using inputs from the three levels of the fair value hierarchy as follows: Level 1 Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs are directly or indirectly observable, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs are unobservable inputs that are used to measure fair value to the extent observable inputs are not available. The Company’s contingent consideration is a Level 3 liability and is measured at fair value at the end of each reporting period. The Company has certain financial instruments that are not measured at fair value on a recurring basis. These financial instruments are subject to fair value adjustments only in certain circumstances and include cash, notes receivable, accounts receivable, accounts payable and accrued expenses, borrowings under term loans and line of credit, and notes payable. Due to the short term nature of these financial instruments or that the borrowings bear interest at prevailing market rates Foreign Currency Translation 143,333 1,170,582 2,483,432 incurred in 2013 and 2014 628,000 Costs 150,000 705,000 In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern If applicable, the Company will be required to disclose (i) the principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans), (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and (iii) either management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern or management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. This standard is effective for the Company’s interim and annual consolidated financial statements for fiscal year 2017, with earlier adoption permitted. The Company is currently evaluating the impact of this new standard. In April 2015, the FASB ASU No. 2015-03 Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In September 2015, the FASB issued ASU No. 2015-16, Business Combinations In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 4. ACQUISITIONS 2015 Acquisitions On July 10, 2015, the Company entered into an Asset Purchase Agreement (the “APA”) with SoftCare Solutions, Inc., a Nevada corporation, which is the U.S. subsidiary of QHR Corporation (“QHR”), a publicly traded, Canada-based healthcare technology company. Pursuant to this APA, the Company purchased substantially all of the assets of the RCM division of QHR Technologies, Inc. which represents SoftCare’s clearinghouse, electronic data interchange and billing divisions. The acquisition has been accounted for as a business combination. The Company made an initial payment of $ 21,888 5 58,127 30 5 705,248 21,888 58,127 625,233 On August 31, 2015, the Company completed the acquisition of customer contracts from Jesjam Holdings, LLC, doing business as Med Tech Professional Billing (“MedTech”), a revenue cycle management company. The acquisition has been accounted for as a business combination. Per the terms of the purchase agreement, the purchase price amounts are based on 5% of gross fees that were earned by MedTech during the 12 month period immediately preceding the closing date of August 31, 2015 plus 20 th 5 302,610 39,316 263,294 Similar to previous acquisitions, these acquisitions were made to broaden the Company’s presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The Company engaged a third-party valuation specialist to assist the Company in valuing the assets acquired. The following table summarizes the final purchase price allocation for the 2015 Acquisitions. Allocation of Purchase Price: SoftCare MedTech Customer relationships $ 373,000 $ 134,200 Acquired technology 81,000 - Goodwill 243,248 168,410 Tangible assets 8,000 - $ 705,248 $ 302,610 Revenues earned from the 2015 Acquisitions were approximately $ 1,092,000 2014 Acquisitions On July 28, 2014, the Company completed the acquisition of three revenue cycle management companies, Omni, Practicare and CastleRock. These acquisitions added a significant number of clients to the Company’s customer base and, similar to other acquisitions, were made to broaden the Company’s presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. These acquisitions were accounted for as business combinations. The aggregate purchase price at the time of the acquisition for the 2014 Acquisitions amounted to approximately $ 17.4 11.4 1,699,796 6.0 3.89 571,000 590,302 1,699,796 6.6 With respect to Omni, following the closing date an upward purchase price adjustment was made to the cash consideration payable to Omni to pay for the annualized revenue from new customers who executed one-year contracts prior to the closing, instead of the trailing 12 months’ revenue. This resulted in additional consideration of $ 100,582 15,700 The cash escrow was released 120 254,970 201,173 53,797 157,298 566,794 167,261 304,849 The difference between the 2014 Acquisitions’ operating results for the period July 28 through July 31, 2014 and the amount of net funds received by the Company from the previous owners for that period was accounted for as additional purchase price (“Acquired Backlog”). This intangible (approximately $ 148,000 On February 19, 2015, the Company entered into settlement agreements with certain parties that the Company believed had violated (or tortuously interfered with) an agreement restricting them from directly or indirectly soliciting customers of the Company pursuant to the acquisition agreement between the Company and CastleRock. In accordance with the settlement agreements, the Company paid $ 110,000 133,000 Under each purchase agreement, the Company was required to issue or entitled to cancel shares issued to the 2014 Acquisitions in the event acquired customer revenues for the 12 months following the closing of the acquisition are above or below a specified threshold. In the case of Practicare, the Company would also have been required to make an additional cash payment in the event post-closing revenues from customers acquired exceed a specified threshold. For each of the 2014 Acquisitions, the number of shares to be cancelled or issued as applicable was calculated using a pre-determined formula in each of the purchase agreements. Based on the revenues earned for the twelve months following the acquisition, the Company determined the number of shares expected to be earned and forfeited by the acquired companies. Accordingly, as of the acquisition date, the Company recorded $ 4.4 During each of the years ended December 31, 2015 and 2014, the Company recorded a $ 1.8 The following table summarizes the final historical purchase price consideration as of July 28, 2014 and the allocation of the purchase price to the net assets acquired: Contingent Common Stock Acquired Consideration Total Shares Value Cash Backlog Adjustment Consideration (in thousands) Omni 1,049 $ 4,079 $ 6,655 $ 103 $ (329) $ 10,508 Practicare 293 1,137 2,394 17 (242) 3,306 CastleRock 359 1,395 2,339 28 - 3,762 Total 1,701 $ 6,611 $ 11,388 $ 148 $ (571) $ 17,576 The actual purchase price of CastleRock and Omni were $ 2.4 8.7 In connection with both the valuations for the 2015 and 2014 Acquisitions, and the fair value of the customer contracts and relationships was established using a form of the income approach known as the excess earnings method. Under the excess earnings method, value is estimated as the present value of the benefits anticipated from ownership of the subject intangible asset in excess of the returns required on the investment in the contributory assets necessary to realize those benefits. The fair value of the non-compete agreements were determined based on the difference in the expected cash flows for the business with the non-compete agreement in place and without the non-compete agreement in place. The weighted-average amortization period of the acquired intangible assets is 3 Revenues earned from the 2014 Acquisitions were approximately $ 12.4 8.2 Pro forma financial information The pro forma information below represents condensed consolidated results of operations as if the acquisition of the 2014 Acquisitions and SoftCare occurred on January 1, 2014. The results of operations of Med Tech were not significant and not included in the pro forma information. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company had the acquisitions occurred on the above date, nor is it necessarily indicative of future results. For the year ended December 31, 2015 2014 (Unaudited) (Unaudited) Total revenue $ 24,225,004 $ 31,571,078 Net loss attributable to common shareholders $ (6,757,720) $ (8,727,316) Net loss per common share $ (0.69) $ (1.23) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS - NET | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. GOODWILL AND Intangible Assets NET December 31, December 31, 2015 2014 Beginning gross balance $ 8,560,336 $ 344,000 Acquisitions 411,658 8,216,336 Ending gross balance $ 8,971,994 $ 8,560,336 Other Customer Non-Compete Intangible Relationships Agreements Assets Total COST Balance, January 1, 2015 $ 11,164,988 $ 1,206,272 $ 309,486 $ 12,680,746 Purchase of other intangible assets - - 97,596 97,596 Acquisition of customer relationships 494,358 - - 494,358 Allocation from 2015 Acquisitions 507,200 - 81,000 588,200 Balance, December 31, 2015 $ 12,166,546 $ 1,206,272 $ 488,082 $ 13,860,900 Useful lives 3 Years 3 Years 3 Years ACCUMULATED AMORTIZATION Balance, January 1, 2015 $ 3,754,244 $ 313,647 $ 235,018 $ 4,302,909 Amortization expense 3,597,288 522,124 59,175 4,178,587 Balance, December 31, 2015 7,351,532 835,771 294,193 8,481,496 Net book value $ 4,815,014 $ 370,501 $ 193,889 $ 5,379,404 COST Balance, January 1, 2014 $ 2,939,988 $ 281,272 $ 85,588 $ 3,306,848 Acquired backlog from 2014 Acquisitions - - 148,408 148,408 Purchase of other intangible assets - - 75,490 75,490 Allocation from 2014 Acquisitions 8,225,000 925,000 - 9,150,000 Balance, December 31, 2014 $ 11,164,988 $ 1,206,272 $ 309,486 $ 12,680,746 Useful lives 3 Years 3 Years 3 Years ACCUMULATED AMORTIZATION Balance, January 1, 2014 $ 1,626,776 $ 65,723 $ 79,569 $ 1,772,068 Amortization expense 2,127,468 247,924 155,449 2,530,841 Balance, December 31, 2014 3,754,244 313,647 235,018 4,302,909 Net book value $ 7,410,744 $ 892,625 $ 74,468 $ 8,377,837 Other intangible assets primarily represent the purchase of software. Amortization expense was $ 4,178,587 2,530,841 three Years ending December 31 2016 $ 3,468,621 2017 1,708,069 2018 202,714 Total $ 5,379,404 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, and Equipment Disclosure [Text Block] | 6. Property and Equipment December 31, December 31, 2015 2014 Computers $ 1,364,198 $ 1,102,200 Office furniture and equipment 839,822 959,110 Transportation equipment 487,191 431,554 Leasehold improvements 356,617 337,248 Assets not placed in service 384,708 324,533 Total property and equipment 3,432,536 3,154,645 Less accumulated depreciation (2,060,253) (1,710,311) Property and equipment net $ 1,372,283 $ 1,444,334 Depreciation expense was $ 420,023 260,527 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 7. Concentrations Financial Risks 78,891,565 750,880 56,507,436 562,823 Concentrations of credit risk with respect to trade accounts receivable are managed by periodic credit evaluations of customers. The Company does not require collateral for outstanding trade accounts receivable. No one customer accounts for a significant portion of the Company’s trade accounts receivable portfolio and write-offs have not been significant. During the year ended December 31, 2015, there was one customer with sales of approximately 4 3 Geographical Risks Carrying amounts of net assets located in Pakistan were $ 1,049,501 796,609 3,434,687 2,681,937 December 31, December 31, 2015 2014 Current assets $ 908,554 $ 698,174 Non-current assets 1,297,294 1,355,333 2,205,848 2,053,507 Current liabilities (1,131,306) (1,233,618) Non-current liabilities (25,041) (23,280) $ 1,049,501 $ 796,609 The net assets located in Poland were not significant at December 31, 2015. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. NET LOss per COMMON share The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per share for the years ended December 31, 2015 and 2014: Year ended December 31, 2015 2014 Basic and Diluted: Net loss attributable to common shareholders $ (4,894,385 ) $ (4,509,250 ) Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share 9,732,806 7,084,630 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.50 ) $ (0.64 ) During the years ended December 31, 2015 and 2014, the 264,000 and 482,250 equity based restricted stock units respectively, which are unvested, have been excluded from the above calculation as they were anti-dilutive. The net loss per share-Diluted excludes both the 553,473 of contingently issued shares and the warrants granted to Opus Bank as the effect would be anti-dilutive |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 9. Debt Opus Bank On September 2, 2015, the Company entered into a credit agreement with Opus Bank. Opus Bank committed to extend a credit facility totaling $ 10 4 2 4 4 2 2 4 The Company’s obligations to Opus Bank are secured by substantially all of the Company’s domestic assets and 65 The interest rate on all of the Opus Bank borrowings is the higher of (a) the prime rate plus 1.75% and (b) 5.0%. The commitment fee on the unused revolving line of credit is 0.5 September 1, 2019 September 1, 2018 6 2 the covenants at year-end 166,667 The Opus Bank credit agreement contains various covenants and conditions governing the long term debt and the revolving line of credit. As of December 31, 2015, the Company was in compliance with all the covenants contained in the Opus Bank credit agreement. In connection with the Opus Bank debt, the Company paid $ 100,000 100,000 5.00 4.0 104,000 Additionally, in the third quarter of 2015 the Company elected to early adopt ASU 2015-03, the new debt issuance costs guidance issued in April 2015. This accounting standard requires that debt issuance costs related to a recognized debt liability be recorded in the balance sheet as a direct deduction from the debt liability rather than as an asset, which was the Company’s previous accounting policy. Since the Company had no prior debt issuance costs, it elected to early adopt of ASU 2015-03 so that a retrospective adjustment would not be required when ASU 2015-03 becomes effective. Total debt issuance costs were $ 510,000 4 8 Face amount of the loans $ 6,000,000 Unamortized debt issuance costs 475,103 Unamortized discount on loan fees 92,408 Unamortized discount of amount allocated to warrants 96,105 Balance at December 31, 2015 $ 5,336,384 TD Bank Revolving Line of Credit November 30, 2015 1,215,000 3 Wall Street Journal prime rate plus 1% 4.25 3 1,215,000 Santander Bank (formerly Sovereign Bank) Loan Agreement 100,000 7.74 Convertible Note September 23, 2013 500,000 March 23, 2016 7.0 117,567 upon the closing of the IPO at a conversion price equal to 90% of the per-share issuance price of the common stock in the IPO 118 587,717 77,263 Vehicle Financing Notes 3 5 Bank Direct Capital Finance 6.6 Obligation for customer 435,000 60,000 Vehicle Bank Direct Obligation for Years ending Financing Opus Bank Capital Customer December 31 Notes Term Loans Finance Relationships Total 2016 $ 30,207 $ 500,000 $ 176,816 $ 375,000 $ 1,082,023 2017 31,295 2,000,000 - - 2,031,295 2018 19,365 2,000,000 - - 2,019,365 2019 15,879 1,500,000 - - 1,515,879 Total $ 96,746 $ 6,000,000 $ 176,816 $ 375,000 $ 6,648,562 |
SHAREHOLDERS' EQUITY TRANSACTIO
SHAREHOLDERS' EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | SHAREHOLDERS’ EQUITY TRANSACTIONS Treasury stock On December 15, 2015, the Board of Directors of the Company approved a $ 500,000 500,000 101,338 1.11 1.19 Preferred Stock On November 4, 2015, the Company completed a preferred stock offering whereby approximately 204,000 11 25.00 2.75 27,616 4.7 1.3 Commencing on or after November 4, 2020, the Company may redeem, at its option, the Preferred Stock, in whole or in part, at a cash redemption price of $ 25.00 If the Company were to liquidate, dissolve or wind up, the holders of the Preferred Stock will have the right to receive $ 25.00 In connection with this offering, the Company incurred approximately 628,000 of costs as well as $ 483,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies Legal Proceedings Leases Years Ending December 31 Total 2016 $ 305,316 2017 58,500 Total $ 363,816 Total rental expense, included in direct operating costs and general and administrative expense in the consolidated statements of operations, including amounts for related party leases described in Note 12, amounted to $ 937,757 886,393 Acquisitions |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 12. Related PARTIES On September 2, 2015, the outstanding loan from the CEO which was made in 2013, together with accrued interest, aggregating $ 905,058 470,089 7.0 The Company recorded interest expense on the loan from the CEO of $ 24,969 45,029 69,998 55,806 During the year ended December 31, 2014, the CEO advanced the Company $ 165,000 The Company had sales to a related party, a physician who is related to the CEO. Revenue from this customer was $ 17,577 19,195 1,402 1,128 During April 2015, the Company began initial testing of a new service called “Same Day Funding” with the physician related to the CEO. The Audit Committee of the Board of Directors approved advancing funds of no more than $ 20,000 The Company is a party to a nonexclusive aircraft dry lease agreement with Kashmir Air, Inc. (“KAI”), which is owned by the CEO. The Company recorded expenses of $ 128,400 10,700 108,902 The Company leases its corporate offices in New Jersey, its temporary housing for its foreign visitors, storage space and its backup operations center in Bagh, Pakistan, from the CEO. The related party rent expense for the years ended December 31, 2015 and 2014 was $ 174,666 170,964 13,200 11,084 The Company advanced $ 1,000 1,494 The CEO of the Company had guaranteed the Company’s former line of credit with TD Bank. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 13. Employee Benefit PlanS The Company has a qualified 401(k) plan covering all U.S. employees who have completed three months of service. The plan provides for matching contributions by the Company equal to 100 3 50 2 88,172 131,168 Additionally, the Company has a defined contribution retirement plan covering all employees located in Pakistan who have completed 90 days of service. The plan provides for monthly contributions by the Company which are the lower of 10 750 148,186 92,236 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | STOCK-BASED COMPENSATION In April 2014, the Company adopted the Medical Transcription Billing, Corp. 2014 Equity Incentive Plan (the “2014 Plan”), reserving a total of 1,351,000 770,900 shares are available for grant. Permissible awards include incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock and cash-settled awards and other stock-based awards in the discretion of the Compensation Committee of the Board of Directors including unrestricted stock grants. The RSUs contain a provision in which the units shall immediately vest and become converted into the right to receive a cash payment payable on the original vesting date after a change in control as defined in the award agreement. The Company recognizes compensation expense on a straight-line basis over the total requisite service period for the entire award. For RSUs classified as equity, the market price of our common stock on the date of grant is used in recording the fair value of the award. For RSUs classified as a liability, the earned amount is marked to market based on the end of period common stock price. Certain RSUs were granted prior to the IPO. The Company engaged a third-party valuation specialist to assist the Company in determining the fair value of those RSUs, which were determined to be $ 3.60 $ 2.39 and $ 3.70 628,792 and $ 258,878 Year ended December 31, Stock-based compensation included in the Consolidated Statement of Operations: 2015 2014 Direct operating costs $ 21,267 $ 5,090 General and administrative 581,040 253,788 Research and development 22,226 - Selling and marketing 4,259 - Total stock-based compensation expense $ 628,792 $ 258,878 Shares Outstanding and unvested at January 1, 2014 - Granted 513,500 Vested - Forfeited (31,250) Outstanding and unvested at December 31, 2014 482,250 Granted 221,600 Vested (193,367) Forfeited (123,750) Outstanding and unvested at December 31, 2015 386,733 As of December 31, 2015, there was $ 733,050 1.6 Shares Shares authorized under the 2014 Plan 1,351,000 RSUs issued (513,500) RSUs forfeited 31,250 Shares available for grant at December 31, 2014 868,750 RSUs issued (221,600) RSUs forfeited 123,750 Shares available for grant at December 31, 2015 770,900 Of the total outstanding and unvested at December 31, 2015, 264,000 122,733 The liability for the cash-settled awards was $ 32,764 114,427 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 15. INCOME TAXES For the years ended December 31, 2015 and 2014, the Company estimated its income tax provision based upon the annual pre-tax loss. Although the Company is forecasting a return to profitability, it incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Accordingly, a valuation allowance has been recorded against all Federal and state deferred tax assets as of December 31, 2015 and December 31, 2014. The Company’s plan to repatriate earnings in Pakistan to the United States requires that U.S. Federal taxes be provided on the Company’s earnings in Pakistan. For state tax purposes, the Company’s Pakistan earnings generally are not taxed due to a subtraction modification available in most states. As a result, through December 31, 2013, the Company reported cumulative losses at the state level for the last three years, and determined that it was more likely than not that it will not be able to utilize its state deferred tax assets. A valuation allowance was recorded against all state deferred tax assets as of December 31, 2013 and the Company continued to record a valuation allowance against its state deferred tax assets through December 31, 2015. Year ended December 31, 2015 2014 Beginning balance $ 1,902,022 $ 82,052 Provision 857,619 1,819,970 Adjustments - - Ending balance $ 2,759,641 $ 1,902,022 Year ended December 31, 2015 2014 United States $ (5,729,949) $ (5,029,199) Foreign 1,180,357 696,474 Total $ (4,549,592) $ (4,332,725) Year ended December 31, 2015 2014 Current: Federal $ (68,893) $ 7,310 State 31,350 12,006 Foreign 4,060 3,845 (33,483) 23,161 Deferred: Federal 149,833 153,364 State 21,436 - 171,269 153,364 Total income tax provision $ 137,786 $ 176,525 December 31, December 31, 2015 2014 Deferred tax assets: Allowance for doubtful accounts $ 97,184 $ 49,775 Deferred revenue 14,023 16,070 Deferred rent 3,957 3,781 Property and intangible assets 215,112 552,373 State net operating loss ("NOL") carryforwards 329,857 114,190 Federal net operating loss ("NOL") carryforward 2,211,199 1,242,278 Cumulative translation adjustment 155,143 78,768 Other 217,060 110,136 Valuation allowance (2,759,641) (1,902,022) Total deferred tax assets 483,894 265,349 Deferred tax liabilities: Earnings and profits of the Pakistani subsidiary (483,894) (265,349) Goodwill amortization (171,269) - Net deferred tax liability $ (171,269) $ - Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss carryforwards. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. The Company has recorded goodwill as a result of its acquisitions. Goodwill is not amortized for financial reporting purposes. However, goodwill is tax deductible and therefore amortized over 15 years for tax purposes. As such, deferred income tax expense and a deferred tax liability arise as a result of the tax-deductibility of this indefinitely lived asset. The resulting deferred tax liability, which is expected to continue to increase over the amortization period, will have an indefinite life. This deferred tax liability could remain on the Company’s consolidated balance sheet indefinitely unless there is an impairment of goodwill (for financial reporting purposes) or a portion of the business is sold. Due to the fact that the aforementioned deferred tax liability could have an indefinite life, it is not netted against the Company’s deferred tax assets when determining the required valuation allowance. Doing so would result in the understatement of the valuation allowance and related deferred income tax expense. 34 Year ended December 31, 2015 2014 Federal tax (benefit) $ (1,546,861) $ (1,473,127) Increase (decrease) in income taxes resulting from: State tax expense, net of federal benefit (218,456) (108,105) Non-deductible items 17,456 21,407 Undistributed earnings from foreign subsidiaries 5,131 3,845 Deferred true-up 146,946 (87,500) Valuation allowance 857,619 1,819,971 Additional tax goodwill 884,517 - Other (8,566) 34 Total provision $ 137,786 $ 176,525 At December 31, 2015 and 2014, the Company did not have any uncertain tax positions that required recognition. The Company is subject to taxation in the United States, various states, Pakistan and Poland. As of December 31, 2015, tax years 2012 through 2014 remain open to examination by major taxing jurisdictions in which the Company is subject to tax. The Pakistan Federal Board of Revenue issued a tax holiday, which precludes the Pakistan subsidiary from being subject to income taxes through June 2016. It is the Company’s policy that any assessed penalties and interest on uncertain tax positions would be charged to income tax expense. For state tax purposes, the Company’s Pakistan earnings generally are not taxed due to a subtraction modification. The Pakistan tax holiday does not have a significant impact on the Company’s effective tax rate as all of its earnings in Pakistan are fully provided for at the U.S. Federal tax rate of 34 33 The Company has state NOL carryforwards of approximately $ 7.5 expire at various dates from 2033 to 2035 6.5 expire between 2034 and 2035 |
OTHER INCOME (EXPENSE) - NET
OTHER INCOME (EXPENSE) - NET | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Other Nonoperating Income and Expense [Text Block] | 16. OTHER INCOME (EXPENSE) NET Other income (expense) net for the years ended December 31, 2015 and 2014 consisted of the following: Year ended December 31, 2015 2014 Foreign exchange gain (loss) $ 143,333 $ (122,163) Other 26,948 (12,552) Other income (expense) - net $ 170,281 $ (134,715) Foreign currency transaction gains (losses) result from transactions related to the intercompany receivable for which transaction adjustments are recorded in the consolidated statements of operations as they are not deemed to be permanently reinvested. An increase in the exchange rate of Pakistan rupees per U.S. dollar by 4 143,333 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 17. FAIR VALUE OF FINANCIAL INSTRUMENTS As of December 31, 2015 and December 31, 2014, the carrying amounts of cash, receivables, and accounts payable and accrued expenses approximated their estimated fair values because of the short term nature of these financial instruments. Our notes payable and line of credit are carried at cost and approximate fair value since the interest rates being charged approximates market rates. The fair value of our term loans at December 31, 2015 is $ 6.0 Fair value measurements-Level 2 The Company’s outstanding borrowings under the line of credit with Opus Bank and TD Bank had a carrying value of $ 2 1,215,000 Fair value measurements-Level 3 The fair value of the notes, auto loans and notes payable to the former owners of businesses acquired was determined based on internally-developed valuations that use current interest rates in developing a present value of these notes payable. These are categorized as Level 3 in the fair value hierarchy as there are unobservable inputs in which here is little or no market data and requires the Company to develop its own assumptions. Notes payable-other consists of fixed rate term loans from Bank Direct Capital Finance, auto loans and promissory notes from prior acquisitions. The fixed interest-bearing term notes to Bank Direct Capital Finance had an aggregate carrying value of $ 176,817 156,894 177,637 158,435 96,745 66,297 92,796 63,371 The Company has a non-interest bearing obligation for the purchase of customer relationships with a carrying value of $ 375,000 372,000 The Company issued fixed interest-bearing notes payable to the former owners of companies acquired prior to 2014. The aggregate carrying value of these notes payable was $ 421,989 423,168 There were no transfers into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2015 and 2014. Year ended December 31, 2015 2014 Fair value measurement at beginning of year $ 644,974 $ 1,349,308 Promissory notes issued during the year 785,750 565,280 Repayment of notes payable (810,924) (1,217,886) Changes in fair values 22,530 (51,728) Fair value measurement at end of year $ 642,330 $ 644,974 Contingent Consideration The Company’s contingent consideration of $ 1,172,508 2,626,323 As stated in Note 4, the Company historically estimated the number of shares anticipated to be earned as a result of the 2014 Acquisitions. The remaining shares of one of the sellers related to the 2014 Acquisitions have been included in the contingent consideration liability as of December 31, 2015 since a formal settlement Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs, Level 3 Year ended December 31, 2015 2014 Balance - January 1, $ 2,626,323 $ - Change in fair value (1,653,488) (1,811,362) Contingent consideration from acquisitions 888,527 4,437,685 Settlement in the form of shares issued (674,485) - Payment (14,369) - Balance - December 31, $ 1,172,508 $ 2,626,323 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. Subsequent events In January 2016, the Compensation Committee of the Board of Directors approved the issuance of 225,000 100,000 The Company also granted approximately 88,000 Also in January 2016, the Company recorded a settlement with CastleRock whereby CastleRock agreed to their forfeiture of the remaining 304,848 On January 25, 2016, the Board of Directors of the Company approved a $ 1,000,000 1,000,000 January 25, 2017 486,000 under this program. On February 15, 2016 (the “Closing Date”), the Company) entered into an Asset Purchase Agreement (the “APA”) with Gulf Coast Billing Inc., a Texas corporation (“GCB”), pursuant to which the Company purchased substantially all of the assets of GCB. In accordance with the terms of the APA, the Company paid $ 1,250,000 (28%) of the revenue earned and received from GCB accounts for three (3) years |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates impairment of long-lived assets and (6) stock-based compensation |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Medical billing The Company bills its customers on a monthly basis, in arrears. Approximately 85 64 Fees charged to customers for the services provided are typically based on a percentage of net collections on the Company’s clients’ accounts receivable. The Company does not recognize revenue for service fees until the Company has received notification that a claim has been accepted and the amount which the physician will collect is determined, as the fees are not fixed and determinable until such time. As it relates to fees charged to PracticePro customers at the outset of an arrangement, the Company charges a set fee which includes account set up, creating a website for the customer, establishing credentials, and training the customer’s office staff. This service does not have stand-alone value separate from the ongoing revenue cycle management, electronic health records and practice management services. The fees are deferred and recognized as revenue over the estimated customer relationship period (currently estimated to be five years). Other services The Company also generated approximately 7 The Company’s revenue arrangements generally do not include a general right of return for services provided. |
Direct Operating Costs Policy [Policy Text Block] | Direct Operating Costs |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses 659,176 531,676 |
Internal Use Software, Policy [Policy Text Block] | Internal-Use Software Costs The Company capitalizes certain development costs incurred in connection with its internal use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of intangible assets. Maintenance and training costs are expensed as incurred. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. During 2015 the Company capitalized approximately $ 60,000 |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Selling and Marketing Expenses and are expensed as incurred |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs 203,425 103,624 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash 1.2 Although the Company is no longer obligated to retain cash funds for dividends, the Company initially established a separate bank account with approximately $ 1.3 |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | December 31, December 31, 2015 2014 Beginning balance $ 165,000 $ 58,183 Provision 275,218 169,299 Write-offs (190,218) (62,482) Ending balance $ 250,000 $ 165,000 |
Property and Equipment, Policy [Policy Text Block] | Property and Equipment Depreciation for computers is calculated over three years, while remaining assets (except leasehold improvements) are depreciated over five years. The Company amortizes leasehold improvements over the lesser of the lease term or the economic life of those assets. Generally, the lease term is the base lease term plus certain renewal option periods for which renewal is reasonably assured and for which failure to exercise the renewal option would result in an economic penalty to the Company. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible assets include customer contracts and relationships and covenants not-to-compete acquired in connection with acquisitions, as well as software purchase and development costs. The intangible assets acquired through the second quarter of 2015 are amortized on a straight-line basis over three years, which historically reflected the pattern in which economic benefits were expected to be realized. For customer contracts and relationships relating to the 2015 Acquisitions, amortization was charged using the double declining balance method over three years as the Company concluded that the double declining balance method was more appropriate based on its historical experience as the majority of the cash flows are expected to be recognized on an accelerated basis over their estimated useful lives. The effect of this change to an accelerated method of amortization did not have a material effect on the results of operations during the year ended December 31, 2015 and will not have a material effect on future periods. The customer relationships and associated contracts represent the most significant portion of the value of the purchase price for |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Evaluation of Long-Lived Assets There was no impairment of intangibles or property and equipment during the years ended December 31, 2015 and 2014. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill st Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Conditions that could trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change to the Company in certain agreements, significant underperformance relative to historical or projected future operating results, loss of customer relationships, an economic downturn in customers' industries, or increased competition. The first step of the goodwill impairment test is a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. The estimate of the fair value of the reporting unit is based upon information available regarding prices of similar groups of assets, or other valuation techniques including present value techniques based upon estimates of future cash flows. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to the implied fair value of the goodwill. If the carrying amount of the goodwill is greater than the implied value, an impairment loss is recognized for the difference. The fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill. |
Treasury Stock [Policy Text Block] | Treasury Stock 101,338 122,031 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation |
Business Combinations Policy [Policy Text Block] | Business Combinations Business Combinations |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company records net deferred tax assets to the extent that these assets will more likely than not be realized. All available positive and negative evidence is considered in making such a determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. A valuation allowance would be recorded to reduce deferred income tax assets when it is determined that it is more likely than not that the Company would not be able to realize its deferred income tax assets in the future in excess of their net recorded amount. The Company records uncertain tax positions on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. At December 31, 2015 and 2014, the Company did not have any uncertain tax positions that required recognition. Interest and penalties related to uncertain tax positions are recognized in income tax expense. For the years ended December 31, 2015 and 2014, the Company did not recognize any penalties or interest related to unrecognized tax benefits in its consolidated financial statements. |
Dividends [Policy Text Block] | Dividends The Company is prohibited from paying dividends on its common stock without the prior written consent of its senior lender, Opus Bank |
Deferred Rent Recognition Policy [Policy Text Block] | Deferred Rent |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue 58,000 |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Financial Instruments The Company follows a fair value measurement hierarchy to measure financial instruments. The fair value of the Company’s financial instruments is measured using inputs from the three levels of the fair value hierarchy as follows: Level 1 Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs are directly or indirectly observable, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs are unobservable inputs that are used to measure fair value to the extent observable inputs are not available. The Company’s contingent consideration is a Level 3 liability and is measured at fair value at the end of each reporting period. The Company has certain financial instruments that are not measured at fair value on a recurring basis. These financial instruments are subject to fair value adjustments only in certain circumstances and include cash, notes receivable, accounts receivable, accounts payable and accrued expenses, borrowings under term loans and line of credit, and notes payable. Due to the short term nature of these financial instruments or that the borrowings bear interest at prevailing market rates |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | 143,333 |
Initial Public Offering Costs Policy [Policy Text Block] | Stock Offering Costs 1,170,582 2,483,432 incurred in 2013 and 2014 628,000 |
Acquisition Costs [Policy Text Block] | Acquisition Costs 150,000 705,000 |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern If applicable, the Company will be required to disclose (i) the principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans), (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and (iii) either management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern or management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. This standard is effective for the Company’s interim and annual consolidated financial statements for fiscal year 2017, with earlier adoption permitted. The Company is currently evaluating the impact of this new standard. In April 2015, the FASB ASU No. 2015-03 Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In September 2015, the FASB issued ASU No. 2015-16, Business Combinations In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule Of Movement In Allowance For Doubtful Accounts [Table Text Block] | December 31, December 31, 2015 2014 Beginning balance $ 165,000 $ 58,183 Provision 275,218 169,299 Write-offs (190,218) (62,482) Ending balance $ 250,000 $ 165,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combination [Member] | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Allocation of Purchase Price: SoftCare MedTech Customer relationships $ 373,000 $ 134,200 Acquired technology 81,000 - Goodwill 243,248 168,410 Tangible assets 8,000 - $ 705,248 $ 302,610 |
Business Acquisition, Pro Forma Information [Table Text Block] | For the year ended December 31, 2015 2014 (Unaudited) (Unaudited) Total revenue $ 24,225,004 $ 31,571,078 Net loss attributable to common shareholders $ (6,757,720) $ (8,727,316) Net loss per common share $ (0.69) $ (1.23) |
Acquired Businesses [Member] | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Contingent Common Stock Acquired Consideration Total Shares Value Cash Backlog Adjustment Consideration (in thousands) Omni 1,049 $ 4,079 $ 6,655 $ 103 $ (329) $ 10,508 Practicare 293 1,137 2,394 17 (242) 3,306 CastleRock 359 1,395 2,339 28 - 3,762 Total 1,701 $ 6,611 $ 11,388 $ 148 $ (571) $ 17,576 |
GOODWILL AND INTANGIBLE ASSET30
GOODWILL AND INTANGIBLE ASSETS - NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, December 31, 2015 2014 Beginning gross balance $ 8,560,336 $ 344,000 Acquisitions 411,658 8,216,336 Ending gross balance $ 8,971,994 $ 8,560,336 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Other Customer Non-Compete Intangible Relationships Agreements Assets Total COST Balance, January 1, 2015 $ 11,164,988 $ 1,206,272 $ 309,486 $ 12,680,746 Purchase of other intangible assets - - 97,596 97,596 Acquisition of customer relationships 494,358 - - 494,358 Allocation from 2015 Acquisitions 507,200 - 81,000 588,200 Balance, December 31, 2015 $ 12,166,546 $ 1,206,272 $ 488,082 $ 13,860,900 Useful lives 3 Years 3 Years 3 Years ACCUMULATED AMORTIZATION Balance, January 1, 2015 $ 3,754,244 $ 313,647 $ 235,018 $ 4,302,909 Amortization expense 3,597,288 522,124 59,175 4,178,587 Balance, December 31, 2015 7,351,532 835,771 294,193 8,481,496 Net book value $ 4,815,014 $ 370,501 $ 193,889 $ 5,379,404 COST Balance, January 1, 2014 $ 2,939,988 $ 281,272 $ 85,588 $ 3,306,848 Acquired backlog from 2014 Acquisitions - - 148,408 148,408 Purchase of other intangible assets - - 75,490 75,490 Allocation from 2014 Acquisitions 8,225,000 925,000 - 9,150,000 Balance, December 31, 2014 $ 11,164,988 $ 1,206,272 $ 309,486 $ 12,680,746 Useful lives 3 Years 3 Years 3 Years ACCUMULATED AMORTIZATION Balance, January 1, 2014 $ 1,626,776 $ 65,723 $ 79,569 $ 1,772,068 Amortization expense 2,127,468 247,924 155,449 2,530,841 Balance, December 31, 2014 3,754,244 313,647 235,018 4,302,909 Net book value $ 7,410,744 $ 892,625 $ 74,468 $ 8,377,837 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2015, future amortization expense scheduled to be expensed is as follows: Years ending December 31 2016 $ 3,468,621 2017 1,708,069 2018 202,714 Total $ 5,379,404 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment [Table Text Block] | Property and equipment as of December 31, 2015 and 2014 consisted of the following: December 31, December 31, 2015 2014 Computers $ 1,364,198 $ 1,102,200 Office furniture and equipment 839,822 959,110 Transportation equipment 487,191 431,554 Leasehold improvements 356,617 337,248 Assets not placed in service 384,708 324,533 Total property and equipment 3,432,536 3,154,645 Less accumulated depreciation (2,060,253) (1,710,311) Property and equipment net $ 1,372,283 $ 1,444,334 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Geographical Risks Factor [Table Text Block] | The following is a summary of the net assets located in Pakistan as of December 31, 2015 and 2014: December 31, December 31, 2015 2014 Current assets $ 908,554 $ 698,174 Non-current assets 1,297,294 1,355,333 2,205,848 2,053,507 Current liabilities (1,131,306) (1,233,618) Non-current liabilities (25,041) (23,280) $ 1,049,501 $ 796,609 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Losses Per Share, Basic and Diluted [Table Text Block] | The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per share for the years ended December 31, 2015 and 2014: Year ended December 31, 2015 2014 Basic and Diluted: Net loss attributable to common shareholders $ (4,894,385) $ (4,509,250) Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share 9,732,806 7,084,630 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.50) $ (0.64) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The long term debt at December 31, 2015 is recorded at its accredited value and consists of the following: Face amount of the loans $ 6,000,000 Unamortized debt issuance costs 475,103 Unamortized discount on loan fees 92,408 Unamortized discount of amount allocated to warrants 96,105 Balance at December 31, 2015 $ 5,336,384 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of the outstanding notes payable, the term loan and other obligations as of December 31, 2015 are as follows: Vehicle Bank Direct Obligation for Years ending Financing Opus Bank Capital Customer December 31 Notes Term Loans Finance Relationships Total 2016 $ 30,207 $ 500,000 $ 176,816 $ 375,000 $ 1,082,023 2017 31,295 2,000,000 - - 2,031,295 2018 19,365 2,000,000 - - 2,019,365 2019 15,879 1,500,000 - - 1,515,879 Total $ 96,746 $ 6,000,000 $ 176,816 $ 375,000 $ 6,648,562 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under non-cancelable operating leases for office space as of December 31, 2015 are as follows: Years Ending December 31 Total 2016 $ 305,316 2017 58,500 Total $ 363,816 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The aggregate compensation cost of RSUs recorded under the 2014 Plan was 628,792 and $ 258,878 Year ended December 31, Stock-based compensation included in the Consolidated Statement of Operations: 2015 2014 Direct operating costs $ 21,267 $ 5,090 General and administrative 581,040 253,788 Research and development 22,226 - Selling and marketing 4,259 - Total stock-based compensation expense $ 628,792 $ 258,878 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Shares Outstanding and unvested at January 1, 2014 - Granted 513,500 Vested - Forfeited (31,250) Outstanding and unvested at December 31, 2014 482,250 Granted 221,600 Vested (193,367) Forfeited (123,750) Outstanding and unvested at December 31, 2015 386,733 |
Schedule of Unrecognized Compensation Cost, Available for Grant [Table Text Block] | Shares Shares authorized under the 2014 Plan 1,351,000 RSUs issued (513,500) RSUs forfeited 31,250 Shares available for grant at December 31, 2014 868,750 RSUs issued (221,600) RSUs forfeited 123,750 Shares available for grant at December 31, 2015 770,900 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Valuation Allowance [Table Text Block] | The activity in the deferred tax valuation allowance was as follows for the years ended December 31, 2015 and 2014: Year ended December 31, 2015 2014 Beginning balance $ 1,902,022 $ 82,052 Provision 857,619 1,819,970 Adjustments - - Ending balance $ 2,759,641 $ 1,902,022 |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Income (loss) before tax for financial reporting purposes during the years ended December 31, 2015 and 2014 consisted of the following: Year ended December 31, 2015 2014 United States $ (5,729,949) $ (5,029,199) Foreign 1,180,357 696,474 Total $ (4,549,592) $ (4,332,725) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes for the years ended December 31, 2015 and 2014 consisted of the following: Year ended December 31, 2015 2014 Current: Federal $ (68,893) $ 7,310 State 31,350 12,006 Foreign 4,060 3,845 (33,483) 23,161 Deferred: Federal 149,833 153,364 State 21,436 - 171,269 153,364 Total income tax provision $ 137,786 $ 176,525 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred income taxes as of December 31, 2015 and 2014 are as follows: December 31, December 31, 2015 2014 Deferred tax assets: Allowance for doubtful accounts $ 97,184 $ 49,775 Deferred revenue 14,023 16,070 Deferred rent 3,957 3,781 Property and intangible assets 215,112 552,373 State net operating loss ("NOL") carryforwards 329,857 114,190 Federal net operating loss ("NOL") carryforward 2,211,199 1,242,278 Cumulative translation adjustment 155,143 78,768 Other 217,060 110,136 Valuation allowance (2,759,641) (1,902,022) Total deferred tax assets 483,894 265,349 Deferred tax liabilities: Earnings and profits of the Pakistani subsidiary (483,894) (265,349) Goodwill amortization (171,269) - Net deferred tax liability $ (171,269) $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 34 Year ended December 31, 2015 2014 Federal tax (benefit) $ (1,546,861) $ (1,473,127) Increase (decrease) in income taxes resulting from: State tax expense, net of federal benefit (218,456) (108,105) Non-deductible items 17,456 21,407 Undistributed earnings from foreign subsidiaries 5,131 3,845 Deferred true-up 146,946 (87,500) Valuation allowance 857,619 1,819,971 Additional tax goodwill 884,517 - Other (8,566) 34 Total provision $ 137,786 $ 176,525 |
OTHER INCOME (EXPENSE) - NET (T
OTHER INCOME (EXPENSE) - NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Other income (expense) net for the years ended December 31, 2015 and 2014 consisted of the following: Year ended December 31, 2015 2014 Foreign exchange gain (loss) $ 143,333 $ (122,163) Other 26,948 (12,552) Other income (expense) - net $ 170,281 $ (134,715) |
FAIR VALUE OF FINANCIAL INSTR39
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the change in the estimated fair value of Company’s liability under notes payable other, measured using significant unobservable inputs (Level 3) for the years ended December 31, 2015 and 2014: Year ended December 31, 2015 2014 Fair value measurement at beginning of year $ 644,974 $ 1,349,308 Promissory notes issued during the year 785,750 565,280 Repayment of notes payable (810,924) (1,217,886) Changes in fair values 22,530 (51,728) Fair value measurement at end of year $ 642,330 $ 644,974 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs, Level 3 Year ended December 31, 2015 2014 Balance - January 1, $ 2,626,323 $ - Change in fair value (1,653,488) (1,811,362) Contingent consideration from acquisitions 888,527 4,437,685 Settlement in the form of shares issued (674,485) - Payment (14,369) - Balance - December 31, $ 1,172,508 $ 2,626,323 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Textual) - USD ($) | 1 Months Ended | ||
Jul. 28, 2014 | Jul. 23, 2014 | Dec. 31, 2015 | |
Description of Business [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 11,388,000 | ||
Equity Method Investment, Ownership Percentage | 99.99% | ||
Chief Executive Officer [Member] | |||
Description of Business [Line Items] | |||
Equity Method Investment, Ownership Percentage | 0.01% | ||
IPO [Member] | |||
Description of Business [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 4,080,000 | ||
Proceeds from Issuance Initial Public Offering | $ 16,300,000 | ||
Payments to Acquire Businesses, Gross | 11,400,000 | ||
Share Price | $ 5 | ||
Brokerage Fee | $ 600,000 |
LIQUIDITY (Details Textual)
LIQUIDITY (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Liquidity [Line Items] | |||
Utilized Term Loan And Line of Credit | $ 8,000,000 | ||
Term Loan and Line of Credit | 10,000,000 | ||
Issuance of preferred stock, net of fees and expenses | $ 4,679,196 | $ 16,284,568 | |
Line of Credit Facility, Expiration Date | Sep. 1, 2018 | Nov. 30, 2015 | |
Term Loan Expiration Date | Sep. 1, 2019 | ||
Net (Loss) Attributable to Common Shareholders | $ (4,687,378) | $ (4,509,250) | |
Net cash used in operating activities | $ (1,882,781) | $ (2,700,189) | |
Series A Preferred Stock [Member] | |||
Liquidity [Line Items] | |||
Issuance of preferred stock, net of fees and expenses | $ 4,700,000 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Financing Receivable [Line Items] | ||
Beginning balance | $ 165,000 | $ 58,183 |
Provision | 275,218 | 169,299 |
Write-offs | (190,218) | (62,482) |
Ending balance | $ 250,000 | $ 165,000 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk, Percentage | 4.00% | 3.00% | |
Advertising Costs | $ 203,425 | $ 103,624 | |
Research and Development Expense | $ 659,176 | 531,676 | |
Effective Income Tax Rate Reconciliation, Deduction, Other, Percent | 50.00% | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 143,333 | (122,163) | |
Treasury Stock, Share, Repurchased | 101,338 | ||
Treasury Stock, Value, Repurchased, Cost Method | $ (122,031) | ||
General and Administrative Expense [Member] | |||
Business Combination, Acquisition Related Costs | 150,000 | 705,000 | |
SoftCare acquisition [Member] | |||
Deferred Revenue | 58,000 | ||
Preferred Stock Dividends [Member] | |||
Cash Equivalents, at Carrying Value | 1,200,000 | ||
Preferred Stock Dividends [Member] | Bank Time Deposits [Member] | |||
Cash Equivalents, at Carrying Value | $ 1,300,000 | ||
Other services [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk, Percentage | 7.00% | ||
IPO [Member] | |||
Adjustments to Additional Paid in Capital, Other | $ 2,483,432 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 628,000 | $ 1,170,582 | |
Software Development [Member] | |||
Development Cost | $ 60,000 | ||
Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 85.00% | 64.00% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,971,994 | $ 8,560,336 | $ 344,000 |
SoftCare Solutions, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | 243,248 | ||
Tangible assets | 8,000 | ||
Total | 705,248 | ||
Med Tech Professional Billing [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | 168,410 | ||
Tangible assets | 0 | ||
Total | 302,610 | ||
Customer relationships [Member] | SoftCare Solutions, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill, total | 373,000 | ||
Customer relationships [Member] | Med Tech Professional Billing [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill, total | 134,200 | ||
Acquired technology [Member] | SoftCare Solutions, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill, total | 81,000 | ||
Acquired technology [Member] | Med Tech Professional Billing [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill, total | $ 0 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) shares in Thousands, $ in Thousands | 1 Months Ended |
Jul. 28, 2014USD ($)shares | |
Business Acquisition [Line Items] | |
Purchase price consideration, Cash | $ 11,388 |
Purchase price consideration, Acquired Backlog | 148 |
Purchase price consideration, Contingent Consideration Adjustment | (571) |
Purchase price consideration, Total Consideration | $ 17,576 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Shares | shares | 1,701 |
Purchase price consideration, Value | $ 6,611 |
Omni [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Cash | 6,655 |
Purchase price consideration, Acquired Backlog | 103 |
Purchase price consideration, Contingent Consideration Adjustment | (329) |
Purchase price consideration, Total Consideration | $ 10,508 |
Omni [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Shares | shares | 1,049 |
Purchase price consideration, Value | $ 4,079 |
Practicare [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Cash | 2,394 |
Purchase price consideration, Acquired Backlog | 17 |
Purchase price consideration, Contingent Consideration Adjustment | (242) |
Purchase price consideration, Total Consideration | $ 3,306 |
Practicare [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Shares | shares | 293 |
Purchase price consideration, Value | $ 1,137 |
CastleRock [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Cash | 2,339 |
Purchase price consideration, Acquired Backlog | 28 |
Purchase price consideration, Contingent Consideration Adjustment | 0 |
Purchase price consideration, Total Consideration | $ 3,762 |
CastleRock [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Purchase price consideration, Shares | shares | 359 |
Purchase price consideration, Value | $ 1,395 |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) - Medical Transcription Billing, Corp. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 24,225,004 | $ 31,571,078 |
Net loss attributable to common shareholders | $ (6,757,720) | $ (8,727,316) |
Net loss per common share | $ (0.69) | $ (1.23) |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) - USD ($) | Jul. 10, 2015 | Jan. 31, 2016 | Aug. 31, 2015 | Jul. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Initial payment to acquire business, Gross | $ 11,388,000 | |||||
Sales Revenue, net, 2014 acquisitions | $ 23,079,850 | $ 18,303,264 | ||||
Business Combination, Contingent Consideration, Liability | 4,400,000 | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (1,786,367) | $ (1,811,362) | ||||
Escrow Deposit Duration | 120 days | |||||
Settlement Payments | $ 110,000 | |||||
Settlement Gain For The Fair Value During The Period | 133,000 | |||||
Business Combination, Total Consideration Transferred | 17,576,000 | |||||
2015 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | $ 1,092,000 | |||||
Payment Percentage From Revenue | 5.00% | |||||
Other Intangible Assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||||
Equity Issued in Business Combination [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Equity, Fair Value Adjustment | $ 571,000 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 6,600,000 | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,699,796 | |||||
Stock Issued During Period Shares Acquisitions, Forfeited | 53,797 | |||||
Stock Issued During Period, Shares, Acquisitions | 412,267 | |||||
Proceeds from Issuance Initial Public Offering | $ 1,699,796 | |||||
Asset Purchase Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Initial payment to acquire business, Gross | $ 21,888 | |||||
Payment Percentage From Revenue | 5.00% | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | $ 58,127 | |||||
QHR Percentage, Fee Earned and Collected | 30.00% | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 705,248 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 21,888 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 58,127 | |||||
Business Combination, Contingent Consideration, Asset | $ 625,233 | |||||
Acquired Businesses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 6,000,000 | |||||
Escrow Deposit | 590,302 | |||||
Amortization of Acquisition Costs | 148,000 | |||||
Business Acquisition, Purchase Price | $ 17,400,000 | |||||
Shares Issued, Price Per Share | $ 3.89 | |||||
Acquired Businesses [Member] | Equity Issued in Business Combination [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 201,173 | |||||
Acquired Businesses [Member] | Goodwill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||||
Acquired Businesses [Member] | Shares will be Released After Six Months [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 254,970 | |||||
Acquired Businesses [Member] | Shares will be Released After Nine Months [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 157,298 | |||||
Omni Medical Billing Services, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Initial payment to acquire business, Gross | 6,655,000 | |||||
Business Combination, Total Consideration Transferred | 10,508,000 | |||||
Omni Medical Billing Services, LLC [Member] | Upward Purchase Price Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 100,582 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 15,700 | |||||
CastleRock Solutions, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Initial payment to acquire business, Gross | 2,339,000 | |||||
Business Acquisition, Equity interest forfeited, Number of Shares | 53,797 | |||||
Business Combination, Total Consideration Transferred | $ 3,762,000 | |||||
Med Tech [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment Percentage From Revenue | 5.00% | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 302,610 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 39,316 | |||||
Business Combination, Contingent Consideration, Asset | $ 263,294 | |||||
Med Tech [Member] | 2015 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
QHR Percentage, Fee Earned and Collected | 20.00% | |||||
Omni [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period Shares Acquisitions, Forfeited | 167,261 | |||||
Stock Issued During Period, Shares, Acquisitions | 566,794 | |||||
Business Combination, Total Consideration Transferred | $ 8,700,000 | |||||
CastleRock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period Shares Acquisitions, Forfeited | 304,849 | |||||
Business Combination, Total Consideration Transferred | 2,400,000 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sales Revenue, net, 2014 acquisitions | $ 12,400,000 | $ 8,200,000 |
GOODWILL AND INTANGIBLE ASSET48
GOODWILL AND INTANGIBLE ASSETS - NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Beginning gross balance | $ 8,560,336 | $ 344,000 |
Acquisitions | 411,658 | 8,216,336 |
Ending gross balance | $ 8,971,994 | $ 8,560,336 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS - NET (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 12,680,746 | $ 3,306,848 |
Acquired backlog from 2014 Acquisitions | 148,408 | |
Purchase of other intangible assets | 97,596 | 75,490 |
Acquisition of customer relationships | 494,358 | |
Allocation from Acquisitions | 588,200 | 9,150,000 |
Ending Balance | 13,860,900 | 12,680,746 |
ACCUMULATED AMORTIZATION | ||
Beginning Balance | 4,302,909 | 1,772,068 |
Amortization expense | 4,178,587 | 2,530,841 |
Closing Balance | 8,481,496 | 4,302,909 |
Net book value | 5,379,404 | 8,377,837 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 11,164,988 | 2,939,988 |
Acquired backlog from 2014 Acquisitions | 0 | |
Purchase of other intangible assets | 0 | 0 |
Acquisition of customer relationships | 494,358 | |
Allocation from Acquisitions | 507,200 | 8,225,000 |
Ending Balance | $ 12,166,546 | $ 11,164,988 |
Useful lives | 3 years | 3 years |
ACCUMULATED AMORTIZATION | ||
Beginning Balance | $ 3,754,244 | $ 1,626,776 |
Amortization expense | 3,597,288 | 2,127,468 |
Closing Balance | 7,351,532 | 3,754,244 |
Net book value | 4,815,014 | 7,410,744 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 1,206,272 | 281,272 |
Acquired backlog from 2014 Acquisitions | 0 | |
Purchase of other intangible assets | 0 | 0 |
Acquisition of customer relationships | 0 | |
Allocation from Acquisitions | 0 | 925,000 |
Ending Balance | $ 1,206,272 | $ 1,206,272 |
Useful lives | 3 years | 3 years |
ACCUMULATED AMORTIZATION | ||
Beginning Balance | $ 313,647 | $ 65,723 |
Amortization expense | 522,124 | 247,924 |
Closing Balance | 835,771 | 313,647 |
Net book value | 370,501 | 892,625 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 309,486 | 85,588 |
Acquired backlog from 2014 Acquisitions | 148,408 | |
Purchase of other intangible assets | 97,596 | 75,490 |
Acquisition of customer relationships | 0 | |
Allocation from Acquisitions | 81,000 | 0 |
Ending Balance | $ 488,082 | $ 309,486 |
Useful lives | 3 years | 3 years |
ACCUMULATED AMORTIZATION | ||
Beginning Balance | $ 235,018 | $ 79,569 |
Amortization expense | 59,175 | 155,449 |
Closing Balance | 294,193 | 235,018 |
Net book value | $ 193,889 | $ 74,468 |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS - NET (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Years ending, December 31 | ||
2,016 | $ 3,468,621 | |
2,017 | 1,708,069 | |
2,018 | 202,714 | |
Total | $ 5,379,404 | $ 8,377,837 |
GOODWILL AND INTANGIBLE ASSET51
GOODWILL AND INTANGIBLE ASSETS - NET (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 4,178,587 | $ 2,530,841 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years | 3 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property and Equipment [Line Items] | ||
Total property and equipment | $ 3,432,536 | $ 3,154,645 |
Less accumulated depreciation | (2,060,253) | (1,710,311) |
Property and equipment - net | 1,372,283 | 1,444,334 |
Computers [Member] | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 1,364,198 | 1,102,200 |
Office furniture and equipment [Member] | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 839,822 | 959,110 |
Transportation Equipment [Member] | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 487,191 | 431,554 |
Leasehold Improvements [Member] | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 356,617 | 337,248 |
Assets not placed in service [Member] | ||
Property and Equipment [Line Items] | ||
Total property and equipment | $ 384,708 | $ 324,533 |
PROPERTY AND EQUIPMENT (Detai53
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 420,023 | $ 260,527 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Unusual Risk or Uncertainty [Line Items] | ||
Current assets | $ 10,886,233 | $ 4,584,700 |
Assets | 26,676,898 | 23,107,260 |
Current liabilities | (5,758,138) | (8,144,125) |
Subsidiary in Pakistan [Member] | ||
Unusual Risk or Uncertainty [Line Items] | ||
Current assets | 908,554 | 698,174 |
Non-current assets | 1,297,294 | 1,355,333 |
Assets | 2,205,848 | 2,053,507 |
Current liabilities | (1,131,306) | (1,233,618) |
Non-current liabilities | (25,041) | (23,280) |
Net assets | $ 1,049,501 | $ 796,609 |
CONCENTRATIONS (Details Textual
CONCENTRATIONS (Details Textual) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015PKR | Dec. 31, 2014PKR | |
Unusual Risk or Uncertainty [Line Items] | ||||
Fair Value, Concentration of Risk, Cash and Cash Equivalents | $ 750,880 | $ 562,823 | PKR 78,891,565 | PKR 56,507,436 |
Concentration Risk, Percentage | 4.00% | 3.00% | ||
Subsidiary in Pakistan [Member] | ||||
Unusual Risk or Uncertainty [Line Items] | ||||
Intercompany Receivables | $ 3,434,687 | $ 2,681,937 | ||
Net Assets | $ 1,049,501 | $ 796,609 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and Diluted: | ||
Net loss attributable to common shareholders | $ (4,894,385) | $ (4,509,250) |
Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share | 9,732,806 | 7,084,630 |
Net loss attributable to common shareholders per share - Basic and Diluted | $ (0.50) | $ (0.64) |
NET LOSS PER COMMON SHARE (De57
NET LOSS PER COMMON SHARE (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Line Items] | ||
Contingently Shares Issued | 553,473 | |
Restricted Stock Units (RSUs) [Member] | ||
Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 264,000 | 482,250 |
DEBT (Details)
DEBT (Details) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Face amount of the loans | $ 6,000,000 |
Unamortized debt issuance costs | 475,103 |
Unamortized discount on loan fees | 92,408 |
Unamortized discount of amount allocated to warrants | 96,105 |
Balance at December 31, 2015 | $ 5,336,384 |
DEBT (Details 1)
DEBT (Details 1) | Dec. 31, 2015USD ($) |
Year Ending December 31 | |
2,016 | $ 1,082,023 |
2,017 | 2,031,295 |
2,018 | 2,019,365 |
2,019 | 1,515,879 |
Total | 6,648,562 |
Vehicle Financing Notes [Member] | |
Year Ending December 31 | |
2,016 | 30,207 |
2,017 | 31,295 |
2,018 | 19,365 |
2,019 | 15,879 |
Total | 96,746 |
Opus Bank Term Loan [Member] | |
Year Ending December 31 | |
2,016 | 500,000 |
2,017 | 2,000,000 |
2,018 | 2,000,000 |
2,019 | 1,500,000 |
Total | 6,000,000 |
Bank Direct Capital Finance [Member] | |
Year Ending December 31 | |
2,016 | 176,816 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
Total | 176,816 |
Obligation For Customer Relationships [Member] | |
Year Ending December 31 | |
2,016 | 375,000 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
Total | $ 375,000 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | Sep. 02, 2015 | Mar. 31, 2015 | Sep. 23, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2015 |
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||
Line of Credit | 2,000,000 | $ 1,215,000 | ||||
Debt Instrument, Face Amount | 6,000,000 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 587,835 | |||||
Interest Expense, Other | $ 288,406 | $ 183,466 | ||||
Line of Credit Facility, Expiration Date | Sep. 1, 2018 | Nov. 30, 2015 | ||||
Finite-lived Intangible Assets Acquired | $ 148,408 | |||||
Repayments of Lines of Credit | $ 10,678,766 | 5,525,446 | ||||
Customer Relationships [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Finite-lived Intangible Assets Acquired | 0 | |||||
Vehicle Financing Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Term | 3 years | |||||
Vehicle Financing Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Term | 5 years | |||||
Bank Direct Capital Finance [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.60% | |||||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 118 | |||||
Additional Paid-in Capital [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 587,717 | |||||
TD Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | |||||
Line of Credit Facility, Interest Rate Description | Wall Street Journal prime rate plus 1% | |||||
Line of Credit Facility, Interest Rate at Period End | 4.25% | |||||
Line of Credit | $ 1,215,000 | |||||
Line of Credit Facility, Expiration Date | Nov. 30, 2015 | |||||
Opus Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate Terms | equal the higher of (a) the prime rate plus 1.75% and (b) 5.0% | |||||
Medical Billing Company [Member] | Customer Relationships [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payments to Acquire Intangible Assets | $ 60,000 | |||||
Finite-lived Intangible Assets Acquired | $ 435,000 | |||||
Santander Bank Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 100,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.74% | |||||
AAMD LLC, Convertible Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 500,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||
Debt Instrument, Issuance Date | Sep. 23, 2013 | |||||
Debt Instrument, Maturity Date | Mar. 23, 2016 | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | upon the closing of the IPO at a conversion price equal to 90% of the per-share issuance price of the common stock in the IPO | |||||
Debt Conversion, Converted Instrument, Shares Issued | 117,567 | |||||
AAMD LLC, Convertible Promissory Note [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit | $ 2,000,000 | |||||
AAMD LLC, Convertible Promissory Note [Member] | Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Expense, Other | $ 77,263 | |||||
AAMD LLC, Convertible Promissory Note [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 118 | |||||
AAMD LLC, Convertible Promissory Note [Member] | Additional Paid-in Capital [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 587,717 | |||||
Opus Bank Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||
Line of Credit Facility, Expiration Date | Sep. 1, 2018 | |||||
Debt Instrument, Periodic Payment, Principal | $ 166,667 | |||||
Debt Instrument, Fee Amount | $ 100,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||
Debt Issuance Cost | $ 510,000 | |||||
Warrants Price Per Share | $ 5 | |||||
Debt Instrument, Term | 4 years | |||||
Percentage Of Shares Secured For Debt | 65.00% | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||
Term Loan | $ 6,000,000 | |||||
Repayments of Lines of Credit | 3,000,000 | |||||
Line Of Credit Facility Covenant | $ 2,000,000 | |||||
Opus Bank Loan [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,000,000 | |||||
Opus Bank Loan [Member] | Additional Term Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,000,000 | |||||
Line of Credit | $ 2,000,000 | |||||
Opus Bank Loan [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | |||||
Debt Instrument, Maturity Date | Sep. 1, 2019 | |||||
Warrants Issued Against Term Loan | $ 104,000 |
SHAREHOLDERS' EQUITY TRANSACT61
SHAREHOLDERS' EQUITY TRANSACTIONS (Details Textual) - USD ($) | Nov. 04, 2015 | Jul. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 15, 2015 |
Class of Stock [Line Items] | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 4,679,196 | $ 0 | |||
Preferred Stock, Redemption Price Per Share | $ 25 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||
Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 500,000 | ||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 101,338 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 500,000 | ||||
Stock Issued During Period, Shares, New Issues | 0 | 4,080,000 | |||
Underwriter [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 27,616 | ||||
Payments of Stock Issuance Costs | $ 483,000 | ||||
IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Share Price | $ 5 | ||||
Stock Issued During Period, Shares, New Issues | 4,080,000 | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 628,000 | $ 1,170,582 | |||
Minimum [Member] | Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Share Price | $ 1.11 | ||||
Maximum [Member] | Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Share Price | $ 1.19 | ||||
Series A Cumulative Refeemable Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 204,000 | ||||
Shares Issued, Price Per Share | $ 25 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 4,700,000 | ||||
Cash Equivalents, at Carrying Value | $ 1,300,000 | ||||
Preferred Stock, Dividend Rate, Percentage | 11.00% | ||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 2.75 |
COMMITMENTS AND CONTINGENCIES62
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2015USD ($) |
Years Ending, December 31: | |
2,016 | $ 305,316 |
2,017 | 58,500 |
Total | $ 363,816 |
COMMITMENTS AND CONTINGENCIES63
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Direct Operating Costs and General and Administrative Expense [Member] | ||
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense | $ 937,757 | $ 886,393 |
RELATED PARTIES (Details Textua
RELATED PARTIES (Details Textual) - USD ($) | Sep. 02, 2015 | Apr. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Parties, Current | $ 0 | $ 470,089 | ||
Payments to Fund Long-term Loans to Related Parties | 0 | 2,463 | ||
Proceeds from Related Party Debt | 410,000 | 165,000 | ||
Repayments of Related Party Debt | 880,089 | 430,591 | ||
Physician [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Receivable, Related Parties, Current | 1,402 | 1,128 | ||
Revenues | 17,577 | 19,195 | ||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest Expense, Debt | 24,969 | 45,029 | ||
Interest Paid | 69,998 | 55,806 | ||
Notes Payable, Related Parties, Current | 470,089 | |||
Payments to Fund Long-term Loans to Related Parties | 1,000 | |||
Security Deposit | $ 13,200 | $ 13,200 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | ||
Prepaid Rent | $ 11,084 | |||
Operating Leases, Rent Expense | $ 174,666 | 170,964 | ||
Repayments of Related Party Debt | $ 905,058 | |||
Chief Executive Officer [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Advance Funds Approved | $ 20,000 | |||
Chief Executive Officer [Member] | Subsidiary in Pakistan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Advance Paid To Contractor | 1,494 | |||
Kashmir Air, Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Leases, Rent Expense | 128,400 | 24,969 | ||
Due to Related Parties | $ 10,700 | $ 108,902 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
United States Postretirement Benefit Plan of US Entity [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Contributions by Employer | $ 88,172 | $ 131,168 |
Domestic Postretirement Benefit Plan of Foreign Entity [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Description of Defined Contribution Pension and Other Postretirement Plans | The plan provides for monthly contributions by the Company which are the lower of 10% of qualified employees’ basic monthly compensation or 750 Pakistani rupees. | |
PK [Member] | Domestic Postretirement Benefit Plan of Foreign Entity [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Contributions by Employer | $ 148,186 | $ 92,236 |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 10.00% | |
Qualified Compensation Deferred Plan [Member] | United States Postretirement Benefit Plan of US Entity [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Deferred Plan [Member] | United States Postretirement Benefit Plan of US Entity [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 2.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation included in the Consolidated Statement of Operations: | ||
Allocated Share-based Compensation Expense | $ 628,792 | $ 258,878 |
Direct operating costs [Member] | ||
Stock-based compensation included in the Consolidated Statement of Operations: | ||
Allocated Share-based Compensation Expense | 21,267 | 5,090 |
General and administrative [Member] | ||
Stock-based compensation included in the Consolidated Statement of Operations: | ||
Allocated Share-based Compensation Expense | 581,040 | 253,788 |
Research and development [Member] | ||
Stock-based compensation included in the Consolidated Statement of Operations: | ||
Allocated Share-based Compensation Expense | 22,226 | 0 |
Selling and marketing [Member] | ||
Stock-based compensation included in the Consolidated Statement of Operations: | ||
Allocated Share-based Compensation Expense | $ 4,259 | $ 0 |
STOCK-BASED COMPENSATION (Det67
STOCK-BASED COMPENSATION (Details 1) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and unvested, Beginning Balance | 482,250 | 0 |
Granted | 221,600 | 513,500 |
Vested | (193,367) | 0 |
Forfeited | (123,750) | (31,250) |
Outstanding and unvested, Ending Balance | 386,733 | 482,250 |
STOCK-BASED COMPENSATION (Det68
STOCK-BASED COMPENSATION (Details 2) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized under the 2014 Plan | 868,750 | 1,351,000 |
RSUs issued | (221,600) | (513,500) |
RSUs forfeited | 123,750 | 31,250 |
Shares available for grant | 770,900 | 868,750 |
STOCK-BASED COMPENSATION (Det69
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 628,792 | $ 258,878 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 2.39 | $ 3.70 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 770,900 | 868,750 | 1,351,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 386,733 | 482,250 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 3.60 | |||
Restricted Stock Units (RSUs) [Member] | Liability [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 122,733 | |||
Restricted Stock Units (RSUs) [Member] | Equity [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 264,000 | |||
Cash Settled RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Deferred Compensation Share-based Arrangements, Liability, Current | $ 32,764 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Share-based Liabilities Paid | 114,427 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 733,050 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | |||
2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,351,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Beginning balance | $ 1,902,022 | $ 82,052 |
Provision | 857,619 | 1,819,970 |
Adjustments | 0 | 0 |
Ending balance | $ 2,759,641 | $ 1,902,022 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
United States | $ (5,729,949) | $ (5,029,199) |
Foreign | 1,180,357 | 696,474 |
Total | $ (4,549,592) | $ (4,332,725) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | $ (68,893) | $ 7,310 |
State | 31,350 | 12,006 |
Foreign | 4,060 | 3,845 |
Current Income Tax Expense (Benefit) | (33,483) | 23,161 |
Deferred: | ||
Federal | 149,833 | 153,364 |
State | 21,436 | 0 |
Deferred Income Tax Expense (Benefit) | 171,269 | 153,364 |
Total income tax provision | $ 137,786 | $ 176,525 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | |||
Allowance for doubtful accounts | $ 97,184 | $ 49,775 | |
Deferred revenue | 14,023 | 16,070 | |
Deferred rent | 3,957 | 3,781 | |
Property and intangible assets | 215,112 | 552,373 | |
State net operating loss ("NOL") carryforwards | 329,857 | 114,190 | |
Federal net operating loss ("NOL") carryforward | 2,211,199 | 1,242,278 | |
Cumulative translation adjustment | 155,143 | 78,768 | |
Other | 217,060 | 110,136 | |
Valuation allowance | (2,759,641) | (1,902,022) | $ (82,052) |
Total deferred tax assets | 483,894 | 265,349 | |
Deferred tax liabilities: | |||
Earnings and profits of the Pakistani subsidiary | (483,894) | (265,349) | |
Goodwill amortization | (171,269) | 0 | |
Net deferred tax liability | $ (171,269) | $ 0 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal tax (benefit) | $ (1,546,861) | $ (1,473,127) |
Increase (decrease) in income taxes resulting from: | ||
State tax expense, net of federal benefit | (218,456) | (108,105) |
Non-deductible items | 17,456 | 21,407 |
Undistributed earnings from foreign subsidiaries | 5,131 | 3,845 |
Deferred true-up | 146,946 | (87,500) |
Valuation allowance | 857,619 | 1,819,971 |
Additional tax goodwill | 884,517 | 0 |
Other | (8,566) | 34 |
Total provision | $ 137,786 | $ 176,525 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 329,857 | $ 114,190 |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 2,211,199 | $ 1,242,278 |
Federal Net Operating Loss Carryforward [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 6,500,000 | |
Operating Loss Carry Forwards Expiration Periods | expire between 2034 and 2035 | |
PAKISTAN | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | 33.00% | |
State and Local Jurisdiction [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 7,500,000 | |
Operating Loss Carry Forwards Expiration Periods | expire at various dates from 2033 to 2035 |
OTHER INCOME (EXPENSE) - NET (D
OTHER INCOME (EXPENSE) - NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expense [Line Items] | ||
Foreign exchange gain (loss) | $ 143,333 | $ (122,163) |
Other | 26,948 | (12,552) |
Other income (expense) - net | $ 170,281 | $ (134,715) |
OTHER INCOME (EXPENSE) - NET 77
OTHER INCOME (EXPENSE) - NET (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expense [Line Items] | ||
Percentage of Increase (Decrease) in Foreign Currency Exchange Rate | 4.00% | (5.00%) |
Foreign Currency Transaction Gain (Loss), before Tax | $ 143,333 | $ (122,163) |
FAIR VALUE OF FINANCIAL INSTR78
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Promissory notes issued during the year | $ 375,000 | $ 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value measurement at beginning of year | 644,974 | 1,349,308 |
Promissory notes issued during the year | 785,750 | 565,280 |
Repayment of notes payable | (810,924) | (1,217,886) |
Changes in fair values | 22,530 | (51,728) |
Fair value measurement at end of year | $ 642,330 | $ 644,974 |
FAIR VALUE OF FINANCIAL INSTR79
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - Fair Value, Input, Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance - January 1, | $ 2,626,323 | $ 0 |
Change in fair value | (1,653,488) | (1,811,362) |
Contingent consideration from acquisitions | 888,527 | 4,437,685 |
Settlement in the form of shares issued | (674,485) | 0 |
Payment | (14,369) | 0 |
Balance - December 31, | $ 1,172,508 | $ 2,626,323 |
FAIR VALUE OF FINANCIAL INSTR80
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Line of Credit | $ 2,000,000 | $ 1,215,000 |
Debt | 5,336,384 | |
Long-term Debt, Fair Value | 6,000,000 | |
Business Combination, Contingent Consideration, Liability, Current | 746,560 | 2,626,323 |
Non-interest bearing obligation [Member] | Customer Relationships [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 375,000 | |
Long-term Debt, Fair Value | 372,000 | |
Acquisitions 2014 [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Current | 1,172,508 | 2,626,323 |
Loan Bank Direct Capital Finance [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 176,817 | 156,894 |
Long-term Debt, Fair Value | 177,637 | 158,435 |
Liability Against Assets Subject to Finance Lease [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 96,745 | 66,297 |
Long-term Debt, Fair Value | 92,796 | 63,371 |
Interest Bearing Notes Payable [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 421,989 | |
Long-term Debt, Fair Value | 423,168 | |
Opus Bank and TD Bank [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Line of Credit | $ 2,000,000 | $ 1,215,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | ||||
Feb. 15, 2016 | Jan. 31, 2016 | Jan. 25, 2016 | Jul. 28, 2014 | Mar. 17, 2016 | Dec. 15, 2015 | |
Subsequent Event [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 11,388,000 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 500,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 1,000,000 | |||||
Treasury Stock, Shares, Retired | 486,000 | |||||
Payments to Acquire Businesses, Gross | $ 1,250,000 | |||||
Stock Repurchase Program Expiration Date | Jan. 25, 2017 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 88,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 1,000,000 | |||||
Subsequent Event [Member] | Gulf Coast Billing Inc [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description | (28%) of the revenue earned and received from GCB accounts for three (3) years | |||||
Subsequent Event [Member] | CastleRock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 304,848 | |||||
Subsequent Event [Member] | Employee Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,000 | |||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 225,000 |