Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | MEDICAL TRANSCRIPTION BILLING, CORP | |
Entity Central Index Key | 1,582,982 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,487,677 | |
Trading Symbol | MTBC | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 1,249,850 | $ 3,476,880 |
Accounts receivable - net of allowance for doubtful accounts of $272,000 and $156,000 at March 31, 2017 and December 31, 2016, respectively | 3,917,773 | 4,330,901 |
Current assets - related party | 13,200 | 13,200 |
Prepaid expenses and other current assets | 531,186 | 618,501 |
Total current assets | 5,712,009 | 8,439,482 |
Property and equipment - net | 1,526,952 | 1,588,937 |
Intangible assets - net | 4,569,773 | 5,833,706 |
Goodwill | 12,178,868 | 12,178,868 |
Other assets | 384,657 | 282,713 |
TOTAL ASSETS | 24,372,259 | 28,323,706 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,756,410 | 1,905,131 |
Accrued compensation | 1,692,412 | 2,009,911 |
Accrued expenses | 1,306,964 | 1,236,609 |
Deferred rent (current portion) | 62,225 | 61,437 |
Deferred revenue (current portion) | 26,207 | 41,666 |
Accrued liability to related party | 16,626 | 16,626 |
Borrowings under line of credit | 2,000,000 | 2,000,000 |
Current portion of long-term debt | 2,666,667 | 2,666,667 |
Notes payable - other (current portion) | 5,099,971 | 5,181,459 |
Contingent consideration (current portion) | 506,961 | 535,477 |
Dividend payable | 202,579 | 202,579 |
Total current liabilities | 15,337,022 | 15,857,562 |
Long - term debt, net of discount and debt issuance costs | 3,422,820 | 4,033,668 |
Notes payable - other | 149,252 | 166,184 |
Deferred rent | 416,425 | 433,186 |
Deferred revenue | 27,027 | 26,673 |
Contingent consideration | 387,750 | 394,072 |
Deferred tax liability | 399,530 | 345,530 |
Total liabilities | 20,139,826 | 21,256,875 |
SHAREHOLDERS' EQUITY: | ||
Preferred stock, par value $0.001 per share - authorized 2,000,000 shares; issued and outstanding 294,656 shares at March 31, 2017 and December 31, 2016 | 295 | 295 |
Common stock, $0.001 par value - authorized 19,000,000 shares; issued 10,915,685 and 10,792,352 shares at March 31, 2017 and December 31, 2016, respectively; outstanding, 10,174,886 and 10,051,553 shares at March 31, 2017 and December 31, 2016, respectively | 10,916 | 10,793 |
Additional paid-in capital | 25,954,149 | 26,038,063 |
Accumulated deficit | (20,652,175) | (17,944,230) |
Accumulated other comprehensive loss | (418,752) | (376,090) |
Less: 740,799 common shares held in treasury, at cost at March 31, 2017 and December 31, 2016 | (662,000) | (662,000) |
Total shareholders' equity | 4,232,433 | 7,066,831 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 24,372,259 | $ 28,323,706 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 272,000 | $ 156,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 294,656 | 294,656 |
Preferred stock, shares outstanding | 294,656 | 294,656 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 19,000,000 | 19,000,000 |
Common stock, shares, issued | 10,915,685 | 10,792,352 |
Common stock, shares, outstanding | 10,174,886 | 10,051,553 |
Treasury stock, shares | 740,799 | 740,799 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 8,220,074 | $ 5,109,849 |
OPERATING EXPENSES: | ||
Direct operating costs | 5,222,736 | 2,301,379 |
Selling and marketing | 355,511 | 343,541 |
General and administrative | 2,986,663 | 2,909,838 |
Research and development | 280,849 | 190,786 |
Change in contingent consideration | (11,188) | (44,753) |
Depreciation and amortization | 1,519,545 | 1,213,510 |
Restructuring charges | 275,628 | |
Total operating expenses | 10,629,744 | 6,914,301 |
OPERATING LOSS | (2,409,670) | (1,804,452) |
OTHER: | ||
Interest income | 3,421 | 7,076 |
Interest expense | (279,425) | (141,358) |
Other income (expense) - net | 38,031 | (2,072) |
LOSS BEFORE INCOME TAXES | (2,647,643) | (1,940,806) |
Income tax provision | 60,302 | 42,780 |
NET LOSS | (2,707,945) | (1,983,586) |
Preferred stock dividend | 202,579 | 159,236 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (2,910,524) | $ (2,142,822) |
Loss per common share: | ||
Basic and diluted loss per share | $ (0.29) | $ (0.21) |
Weighted-average basic and diluted shares outstanding | 10,172,108 | 10,084,928 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||
NET LOSS | $ (2,707,945) | $ (1,983,586) | |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | |||
Foreign currency translation adjustment | [1] | (42,662) | 19,546 |
COMPREHENSIVE LOSS | $ (2,750,607) | $ (1,964,040) | |
[1] | No tax effect has been recorded as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustments. |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury (Common) Stock [Member] | Total |
Balance at Dec. 31, 2016 | $ 295 | $ 10,793 | $ 26,038,063 | $ (17,944,230) | $ (376,090) | $ (662,000) | $ 7,066,831 |
Balance, shares at Dec. 31, 2016 | 294,656 | 10,792,352 | |||||
Net loss | (2,707,945) | (2,707,945) | |||||
Foreign currency translation adjustment | (42,662) | (42,662) | |||||
Restricted stock and share units vested | $ 123 | (123) | |||||
Restricted stock and share units vested, shares | 123,333 | ||||||
Stock-based compensation, net of cash settlements | 118,788 | 118,788 | |||||
Preferred stock dividends | (202,579) | (202,579) | |||||
Balance at Mar. 31, 2017 | $ 295 | $ 10,916 | $ 25,954,149 | $ (20,652,175) | $ (418,752) | $ (662,000) | $ 4,232,433 |
Balance, shares at Mar. 31, 2017 | 294,656 | 10,915,685 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (2,707,945) | $ (1,983,586) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,519,545 | 1,213,510 |
Deferred rent | (12,556) | (9,399) |
Deferred revenue | (15,105) | (14,034) |
Provision for doubtful accounts | 164,745 | 21,941 |
Foreign exchange (gain) loss | (30,646) | 26,935 |
Interest accretion on debt | 55,819 | 41,753 |
Non-cash restructuring charges | 17,001 | |
Stock-based compensation expense | 129,347 | 489,422 |
Change in contingent consideration | (11,188) | (44,753) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 248,383 | (237,570) |
Other assets | 86,883 | 30,882 |
Accounts payable and other liabilities | (311,732) | 61,272 |
Net cash used in operating activities | (867,449) | (403,627) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (212,117) | (102,646) |
Cash paid for acquisitions | (1,250,000) | |
Net cash used in investing activities | (212,117) | (1,352,646) |
FINANCING ACTIVITIES: | ||
Contingent consideration payments | (23,650) | |
Proceeds from long term debt, net of costs | 1,908,141 | |
Repayments of debt obligations | (764,791) | (237,777) |
Proceeds from line of credit | 2,000,000 | |
Repayments of line of credit | (2,000,000) | |
Registration statement and bank costs | (126,217) | (20,000) |
Preferred stock dividends paid | (202,579) | (159,236) |
Purchase of common shares | (427,123) | |
Net cash (used in) provided by financing activities | (1,117,237) | 1,064,005 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (30,227) | 19,808 |
NET DECREASE IN CASH | (2,227,030) | (672,460) |
CASH - Beginning of the period | 3,476,880 | 8,039,562 |
CASH - End of period | 1,249,850 | 7,367,102 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Vehicle financing obtained | 91,110 | |
Contingent consideration resulting from acquisitions | 430,000 | |
Dividends declared, not paid | 202,579 | 159,236 |
SUPPLEMENTAL INFORMATION - Cash paid during the period for: | ||
Income taxes | 8,017 | 16,420 |
Interest | $ 129,549 | $ 89,495 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Medical Transcription Billing, Corp. (and together with its subsidiaries “MTBC” or the “Company”) is a healthcare information technology company that offers an integrated suite of proprietary cloud-based electronic health records and practice management solutions, together with related business services, to healthcare providers. The Company’s integrated services are designed to help customers increase revenues, streamline workflows and make better business and clinical decisions, while reducing administrative burdens and operating costs. The Company’s services include full-scale revenue cycle management, electronic health records, and other technology-driven practice management services for private and hospital-employed healthcare providers. MTBC has its corporate offices in Somerset, New Jersey and maintains account management teams in various US offices and operates facilities in Pakistan and Sri Lanka. MTBC was founded in 1999 and incorporated under the laws of the State of Delaware in 2001. In 2004, MTBC formed MTBC Private Limited (or “MTBC Pvt. Ltd.”) a 99.9% majority-owned subsidiary of MTBC based in Pakistan. The remaining 0.01% of the shares of MTBC Pvt. Ltd. is owned by the founder and Chief Executive Officer of MTBC. MTBC formed MTBC-Europe Sp. z.o.o. (or “MTBC-Europe”), a wholly-owned subsidiary of MTBC based in Poland in 2015. In 2016, MTBC formed MTBC Acquisition Corp. (“MAC”), a Delaware corporation, in connection with its acquisition of substantially all the assets of MediGain, LLC and its subsidiary, Millennium Practice Management Associates, LLC (together “MediGain), which assets included the stock of MediGain subsidiaries in India and Sri Lanka. In conjunction with its continued growth of its offshore operations in Pakistan and Sri Lanka, in April 2017, MTBC began the winding down of its operations in India and Poland. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2017 | |
Liquidity [Abstract] | |
Liquidity | 2. Liquidity The Company previously adopted FASB Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued. As part of the evaluation, management considered that as of March 31, 2017, the Company had approximately $1.2 million of cash, and had fully utilized its line of credit with Opus Bank (“Opus”). Net cash used in operating activities was approximately $867,000 for the three months ended March 31, 2017. At March 31, 2017, the Company had a working capital deficit of approximately $9.6 million. The loss before income taxes was $2.6 million for the three months ended March 31, 2017, of which $1.5 million represents non-cash depreciation and amortization expenses. On March 31, 2017 the Company owed $5 million out of the total purchase price of $7 million for the MediGain acquisition. On March 29, 2017 the Company received a letter from Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (together “Prudential”) that demanded immediate payment of $3 million of the outstanding consideration, together with accrued interest, and expressing Prudential’s intention to collect on said amounts. The balance of $2 million is due on May 15, 2017 upon which date this amount will also be due and owing since we have not yet obtained necessary financing to support the payment of our financial obligations to Prudential. The Company is currently negotiating a mutually agreeable payment plan which will ultimately be subject to the approval of our senior secured lender. The Company’s available cash will not be sufficient to meet its current and anticipated cash requirements without additional financing. Accordingly, these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management has taken various steps to mitigate this condition as detailed below. Management embarked on extensive expense reductions following the acquisition of MediGain in October, 2016. The cost cutting included closing certain domestic and foreign facilities, eliminating the reliance on subcontractors, and the reduction of non-essential personnel, where work could be performed by offshore employees more cost-effectively. While management expects that this will reduce operating losses, there can be no assurance that the Company will generate positive income before taxes, excluding non-cash expenses in the near future. The Company has a credit facility with Opus established in the third quarter of 2015, which provides additional liquidity. The credit facility includes term loans, plus a line of credit that have a combined borrowing limit of $10 million, net of contractual repayments, all of which were fully utilized as of March 31, 2017. The line of credit expires September 1, 2018 and the term loans expire September 1, 2019. The Company relies on the term loans and line of credit for working capital purposes. (See Note 8). The Company has recently revised its covenants with Opus to more favorable terms, and while compliance remains a challenge, the changes improve the likelihood that it will stay in compliance. The Company believes that it will be necessary to raise additional funding, which might be in the form of sale of additional shares of its Series A Preferred Stock, its common stock, or some other instrument. The Company may in the future seek additional capital from public or private offerings of its capital stock or it may elect to borrow additional amounts under new credit lines or from other sources. If the Company issues equity or debt securities to raise additional funds, its existing stockholders may experience dilution, it may incur significant financing costs, and the new equity or debt securities may have rights, preferences and privileges senior to those of its existing stockholders. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, of which there can be no assurance. If the Company cannot generate sufficient cash flow from its operation or secure additional financing on acceptable terms, our ability to continue to support the operation or growth of our business could be significantly impaired and our operating results may be harmed. The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 3. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the Company’s financial position as of March 31, 2017, the results of operations and cash flows for the three months ended March 31, 2017 and 2016 and cash flows for the three months ended March 31, 2017 and 2016. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. The condensed consolidated balance sheet as of December 31, 2016 was derived from our audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2016, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2017. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers This amendment will be effective for the Company’s interim and annual consolidated financial statements for fiscal year 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). Although early adoption is permitted, the Company has elected not to early-adopt the new standard. We currently anticipate adopting the standard using the modified retrospective method. We are in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources to assist in the evaluation. Implementation efforts, to date, have included training on the new standard and preparing initial gap assessments on the Company’s significant revenue streams. While we continue to assess the potential impacts of the new standard, including the areas described above, we do not know or cannot reasonably estimate quantitative information related to the impact of the new standard on our consolidated financial statements at this time. However, as the implementation efforts progress through 2017, the Company will continue to provide updated disclosures within its periodic filings on Form 10-Q. In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU No. 2017-01 Business Combinations Clarifying the Definition of a Business Also in January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other : Simplifying the Accounting for Goodwill Impairment |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 4. ACQUISITIONS 2016 Acquisitions On February 15, 2016 (the “GCB Closing Date”), the Company entered into an Asset Purchase Agreement (“APA”) with GCB, pursuant to which the Company purchased substantially all of the assets of GCB. The acquisition has been accounted for as a business combination. The aggregate final purchase price for GCB was $1,480,000 which consisted of cash of $1,250,000 and contingent consideration of $230,000. On May 2, 2016 (the “RMB Closing Date”), the Company entered into an APA with RMB, pursuant to which the Company purchased substantially all of the assets of RMB. The acquisition has been accounted for as a business combination. In accordance with the RMB APA, the Company paid $175,000 in initial cash consideration (“RMB Initial Payment”), on the RMB Closing Date. In addition, the Company will pay RMB twenty-seven percent (27%) of the revenue earned and received from the acquired RMB accounts for three years, less the RMB Initial Payment which will be deducted in full from the required payments (the “RMB Installment Payments”) before any additional payment is made to the seller. The aggregate purchase price for RMB was $325,000 which consisted of cash of $175,000 and contingent consideration of $150,000. Through March 31, 2017, collected revenues have not reached a threshold to require an RMB Installment Payment. Effective July 1, 2016 (the “WFS Closing Date”), the Company entered into an APA with WFS, pursuant to which the Company purchased substantially all of the assets of WFS. The acquisition has been accounted for as a business combination. In accordance with the WFS APA, the Company did not pay any initial cash consideration on the WFS Closing Date but will make monthly payments of $5,000 for three years beginning July, 2016 subject to proportionate adjustment if annualized revenues decrease below a threshold specified in the APA. In addition, each quarter the Company will pay WFS fifty percent (50%) of Adjusted EBITDA, as defined in the WFS APA, generated from the WFS customer accounts acquired for three years. The aggregate purchase price of WFS was determined to be $298,000, which was recorded as contingent consideration. Since the acquisition and through March 31, 2017, $45,000 of contingent consideration payments have been made. On October 3, 2016, MAC (a wholly-owned subsidiary of MTBC) acquired substantially all of the assets of MediGain. Since MediGain was in default of its obligations to Prudential prior to the acquisition, MAC purchased 100% of MediGain’s senior secured debt from Prudential. The debt was collateralized by substantially all of MediGain’s assets, so immediately after purchasing the debt, MAC entered into a strict foreclosure agreement with MediGain transferring substantially all the assets (including accounts receivable, fixed assets, client relationships, and MediGain’s wholly-owned subsidiaries in India and Sri Lanka) to MAC in satisfaction of the outstanding obligations under the senior secured notes. The aggregate purchase price was $7 million which consists of $2 million in cash paid at closing and $5 million remaining to be paid. MediGain, GCB, RMB and WFS are collectively referred to as the “2016 Acquisitions.” Revenue earned from the 2016 Acquisitions was approximately $4.5 million during the three months ended March 31, 2017. Revenues earned from GCB were approximately $376,000 for the three months ended March 31, 2016. For one revenue cycle management company purchased in 2014, there are 248,625 shares held in escrow which is part of the contingent consideration. Although the earnout period ended in 2015, the shares will not be released until the parties agree to the number of shares earned based on conditions contained in the purchase agreement. Note 15 includes the details of the Company’s contingent consideration liability. Pro forma financial information (Unaudited) The unaudited pro forma information below represents condensed consolidated results of operations as if the 2016 Acquisitions occurred on January 1, 2016. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company would have had if the acquisitions occurred on the above date, nor is it necessarily indicative of future results. Pro forma information for the three months ended March 31, 2017 is not presented as there were no acquisitions during those three months. Three Months Ended March 31, 2016 ($ in thousands, except per share data) Total revenue $ 11,340 Net loss attributable to common shareholders $ (5,452 ) Net loss per common share $ (0.54 ) |
Goodwill and Intangible Assets-
Goodwill and Intangible Assets-Net | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets-Net | 5. GOODWILL AND INTANGIBLE ASSETS-NET Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. There were no additions to goodwill during the three months ended March 31, 2017. 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 and trademarks acquired. Amortization expense was approximately $1.4 million and $1.1 million for the three months ended March 31, 2017 and 2016, respectively. The weighted-average amortization period is three years. As of March 31, 2017, future amortization expense scheduled to be expensed is as follows: Years ending December 31 2017 (nine months) $ 2,288,366 2018 1,504,691 2019 763,298 2020 13,418 Total $ 4,569,773 |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 6. Concentrations Financial Risks 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 three months ended March 31, 2017, there was one customer with sales of approximately 9% of the total revenue. During the three months ended March 31, 2016, there were no customers with sales of 5% or more of the total. Geographical Risks The carrying amounts of net assets located in Pakistan were $572,000 and $687,000 as of March 31, 2017 and December 31, 2016, respectively. These balances exclude intercompany receivables of $5.6 million and $5.2 million as of March 31, 2017 and December 31, 2016, respectively. The following is a summary of the net assets located in Pakistan as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Current assets $ 241,223 $ 227,336 Non-current assets 1,228,850 1,280,736 1,470,073 1,508,072 Current liabilities (877,329 ) (793,902 ) Non-current liabilities (20,706 ) (27,288 ) $ 572,038 $ 686,882 The net assets located in Poland, India and Sri Lanka were not significant at March 31, 2017 or December 31, 2016. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Loss per common share: | |
Net Loss Per Common Share | 7. NET LOss per COMMON share The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per share for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Basic and Diluted: Net loss attributable to common shareholders $ (2,910,524 ) $ (2,142,822 ) Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share 10,172,108 10,084,928 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.29 ) $ (0.21 ) The unvested restricted share units (“RSUs”) have been excluded from the above calculation as they were anti-dilutive. Vested RSUs and vested restricted shares have been included in the above calculations. The net loss per share-diluted also excludes 248,625 of contingently issued shares at March 31, 2017 and 2016, and the 200,000 warrants granted to Opus, as the effect would be anti-dilutive. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Opus Bank The Company’s obligations to Opus are secured by substantially all of the Company’s domestic assets and 65% of the shares in its Pakistan subsidiary. The interest rate on all Opus loans was initially equal to 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% per annum. As a result of an amendment made to the Opus credit agreement in March, 2017, on June 30, September 30 and December 31, 2017, the interest rate on the Opus debt increases in steps by a total of 3.5% from prime plus 1.75% as of March 31, 2017 to prime plus 5.25% on January 1, 2018. The term loans mature on September 1, 2019 and the revolving line of credit will terminate on September 1, 2018, unless extended. Beginning October 1, 2016 the term loans require total monthly principal payments of approximately $222,000 per month through the end of the loan period. As of March 31, 2017, the $8 million term loans and the $2 million line of credit have been fully utilized and the required principal payments were made. In connection with the Opus debt, the Company paid $100,000 of fees and issued warrants for Opus to purchase 100,000 shares of its common stock. The warrants have a strike price equal to $5.00 per share, a seven year exercise window, piggyback registration and net exercise rights. The Opus credit agreement contains various covenants and conditions governing the long term debt and the revolving line of credit. During July 2016, the Opus credit agreement was modified. In exchange for the modification, the Company paid a fee of $25,000 to Opus and issued additional warrants for Opus to purchase an additional 100,000 shares of its common stock at a strike price equal to $5.00 per share, with similar terms to the previous warrants issued. The additional warrants were valued at approximately $52,000 and have been accounted for similarly to the previous warrants. During March 2017, the Company amended its agreement with Opus Bank whereby the asset coverage ratio covenant was removed and replaced with a requirement to maintain a month-end cash balance of at least $1 million. There is also a provision for a minimum balance during the month, as well as the ability to go below the minimum as long as the balance recovers in 5 days. The new covenants also contain minimum revenue and adjusted EBITDA requirements, as defined in the agreement. If the Company raises additional capital through a sale of equity, a portion of the net proceeds must be used to pay down the term loans. As of March 31, 2017, the Company was in compliance with all the covenants contained in the Opus credit agreement. During April 2017, the Company paid Opus $40,000 in connection with the March 2017 amendment. Total debt issuance costs through March 31, 2017 were $627,000 and recorded as an offset to the face amount of the loan. Discounts from the face amount of the loan are amortized over 4 years using the effective interest rate method. As a result of the loan discounts, the effective interest rate on the borrowings from Opus as of March 31, 2017 is approximately 8.12%. The long term debt at March 31, 2017 is recorded at its accredited value and consists of the following: Face amount of the loans $ 6,666,667 Unamortized debt issuance costs (408,631 ) Unamortized discount on loan fees (62,787 ) Unamortized discount of amount allocated to warrants (105,762 ) Balance at March 31, 2017 $ 6,089,487 Prudential Deferred Purchase Price Vehicle Financing Notes Insurance Financing Maturities of the outstanding notes payable, the term loans and other obligations as of March 31, 2017 are as follows: Years ending December 31 Vehicle Financing Notes Opus Term Loans Insurance Financing Prudential Payable Total 2017 (nine months) $ 56,529 $ 2,000,000 $ 26,700 $ 5,000,000 $ 7,083,229 2018 66,045 2,666,667 - - 2,732,712 2019 46,131 2,000,000 - - 2,046,131 2020 35,529 - - - 35,529 2021 13,628 - - - 13,628 Thereafter 4,661 - - - 4,661 Total $ 222,523 $ 6,666,667 $ 26,700 $ 5,000,000 $ 11,915,890 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Proceedings Leases Future minimum lease payments under non-cancelable operating leases for office space as of March 31, 2017 are as follows: Years Ending December 31 Total 2017 (nine months) $ 294,854 2018 271,082 2019 163,179 Total $ 729,115 Total rental expense, included in direct operating costs and general and administrative expense in the condensed consolidated statements of operations amounted to approximately $229,000 and $185,000 for the three months ended March 31, 2017 and 2016, respectively. Acquisitions — |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | 10. Related PARTIES The Company had sales to a related party, a physician who is the wife of the CEO. Revenues from this customer were approximately $4,000 for both the three months ended March 31, 2017 and 2016. As of March 31, 2017 and December 31, 2016, the receivable balance due from this customer was approximately $1,500 and $1,600, respectively. 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 expense of $32,000 for both the three months ended March 31, 2017 and 2016. As of March 31, 2017 and December 31, 2016, the Company had a liability outstanding to KAI of approximately $17,000, which is included in accrued liability to related party in the condensed consolidated balance sheets. The Company leases its corporate offices, temporary housing for its foreign visitors and a storage facility in New Jersey and its backup operations center in Bagh, Pakistan, from the CEO. The related party rent expense for the three months ended March 31, 2017 and 2016 were approximately $46,000 and $44,000, respectively, and is included in direct operating costs and general and administrative expense in the condensed consolidated statements of operations. Current assets-related party on the consolidated balance sheets includes security deposits related to the leases of the Company’s corporate offices in the amount of $13,000 as of both March 31, 2017 and December 31, 2016. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 11. 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% of the first 3% of the qualified compensation, plus 50% of the next 2%. Employer contributions to the plan for the three months ended March 31, 2017 and 2016 were approximately $21,000 and $25,000, respectively. 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% of qualified employees’ basic monthly compensation or 750 Pakistani rupees. The Company’s contributions for the three months ended March 31, 2017 and 2016 were approximately $29,000 and $31,000, respectively. The Company maintains a defined contribution retirement plan covering all employees in Sri Lanka and India. The Company’s contribution for the three months ended March 31, 2017 was approximately $24,000. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 12. 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 shares of common stock for grants to employees, officers, directors and consultants. As of March 31, 2017, 257,571 shares are available for grant. During April 2017, the 2014 Plan was amended whereby an additional 1,500,000 shares of common stock and 100,000 shares of Series A Preferred Stock were added to the plan for future issuance. The name of the 2014 Plan was changed to the Amended and Restated Equity Incentive Plan (the “Incentive Plan”). 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. During November 2016, 120,000 restricted shares were granted to the four outside members of the Board of Directors which vested on January 3, 2017. In November 2016, the Compensation Committee granted cash bonuses to three executives for the successful MediGain acquisition to be paid upon the closing of additional funding, which did not occur. In January 2017, the Board recommended that these bonuses be paid in shares of Series A Preferred Stock, subject to shareholder approval. The value of these incentives is included in accrued compensation as of March 31, 2017 and December 31, 2016 in the accompanying condensed consolidated balance sheets. In April, shareholder approval was obtained for 33,000 shares and Series A Preferred Stock was issued. The Company recognizes compensation expense on a straight-line basis over the total requisite service period for the entire award. For stock awards classified as equity, the market price of our common or preferred stock on the date of grant is used in recording the fair value of the award. For stock awards classified as a liability, the earned amount is marked to market based on the end of period common stock price. The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2017 and 2016: Stock-based compensation included in the Condensed Consolidated Three Months Ended March 31, Statement of Operations: 2017 2016 Direct operating costs $ 2,777 $ 2,755 General and administrative 125,291 478,566 Research and development 1,279 1,747 Selling and marketing - 6,354 Total stock-based compensation expense $ 129,347 $ 489,422 The following table summarizes the RSU and restricted stock transactions related to the common stock under the Incentive Plan for the three months ended March 31, 2017: Outstanding and unvested at January 1, 2017 406,959 Granted - Vested (143,565 ) Forfeited (20,168 ) Outstanding and unvested at March 31, 2017 243,226 Of the total outstanding and unvested at March 31, 2017, 158,331 RSUs and restricted stock awards are classified as equity and 84,895 RSUs are classified as a liability. The liability for the cash-settled awards was approximately $26,000 and $31,000 at March 31, 2017 and December 31, 2016, respectively, and is included in accrued compensation in the condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. INCOME TAXES The tax expense for the three months ended March 31, 2017 and 2016 was $60,000 and $43,000, respectively. The current portion of the tax provision of $6,000 for both the three months ended March 31, 2017 and 2016, respectively represents state minimum taxes and taxes attributable to Pakistan, net of the holiday tax benefit. The deferred tax provision for the three months ended March 31, 2017 and 2016 of $54,000 and $37,000, respectively relates to the amortization of goodwill. Goodwill is not amortized for financial reporting purposes; however, it is 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 condensed consolidated balance sheet indefinitely unless there is an impairment of goodwill (for financial reporting purposes) or a portion of the business is sold. 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 March 31, 2017 and December 31, 2016. Some of the Federal NOL carry forward is currently subject to certain utilization limitations under Section 382 of the Internal Revenue Code. 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. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 14. RESTRUCTURING CHARGES During March 2017, the Company decided to close its operations in Poland and India. In connection with the closing of these subsidiaries, the Company has expensed approximately $276,000 of restructuring charges representing primarily employee severance costs, remaining lease and termination fees, disposal of property and equipment and professional fees. The remaining amounts to be paid of approximately $174,000 is included in accrued expenses in the condensed consolidated balance sheet as of March 31, 2017. The Company anticipates that it will take approximately six months to wind down the operations of these two subsidiaries, including transferring the shares of the Sri Lankan subsidiary from the Indian subsidiary to MAC. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 15. FAIR VALUE OF FINANCIAL INSTRUMENTS As of March 31, 2017 and December 31, 2016, the carrying amounts of receivables, accounts payable, accrued and expenses and the amount due Prudential approximated their estimated fair values because of the short term nature of these financial instruments. Fair value measurements-Level 2 Our notes payable are carried at cost and approximate fair value since the interest rates being charged approximate market rates. The fair value of our term loans at March 31, 2017 and December 31, 2016 is approximately $6.7 and $7.3 million, respectively. The Company’s outstanding borrowings under the line of credit with Opus had a carrying value of $2 million as of both March 31, 2017 and December 31, 2016. The fair value of the outstanding borrowings under the term loans and line of credit with Opus approximated the carrying value at March 31, 2017 and December 31, 2016, respectively, as these borrowings bear interest based on prevailing variable market rates currently available. As a result, the Company categorizes these borrowings as Level 2 in the fair value hierarchy. Contingent Consideration The Company’s contingent consideration of approximately $895,000 and $930,000 as of March 31, 2017 and December 31, 2016, respectively, are Level 3 liabilities. The fair value of the contingent consideration at March 31, 2017 and December 31, 2016 was primarily driven by changes in revenue estimates related to the acquisitions during 2015 and 2016, the price of the Company’s common stock on the Nasdaq Capital Market, the passage of time and the associated discount rate. Due to the number of factors used to determine contingent consideration, it is not possible to determine a range of outcomes. 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 has been included in the contingent consideration liability as of March 31, 2017 and December 31, 2016 since a formal settlement agreement has not yet been reached. If, at the time of settlement, the Company’s stock price exceeds the price on March 31, 2017, the actual consideration could exceed the estimated contingent consideration. Contingent consideration related to the 2016 and 2015 Acquisitions was based on the Company’s estimate of revenues to be achieved during the terms of the respective agreements. Subsequent adjustments to the fair value of the contingent consideration liability will continue to be recorded in the Company’s results of operations until all contingencies are settled. The following table provides a reconciliation of the beginning and ending balances for the contingent consideration measured at fair value using significant unobservable inputs (Level 3): Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs, Level 3 Three Months Ended March 31, 2017 2016 Balance - January 1, $ 929,549 $ 1,172,508 Acquisitions - 430,000 Change in fair value (11,188 ) (44,753 ) Payments (23,650 ) (35,549 ) Balance - March 31, $ 894,711 $ 1,522,206 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | Pro forma information for the three months ended March 31, 2017 is not presented as there were no acquisitions during those three months. Three Months Ended March 31, 2016 ($ in thousands, except per share data) Total revenue $ 11,340 Net loss attributable to common shareholders $ (5,452 ) Net loss per common share $ (0.54 ) |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets-Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of March 31, 2017, future amortization expense scheduled to be expensed is as follows: Years ending December 31 2017 (nine months) $ 2,288,366 2018 1,504,691 2019 763,298 2020 13,418 Total $ 4,569,773 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Risk, by Geographical Risks Factor | The following is a summary of the net assets located in Pakistan as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Current assets $ 241,223 $ 227,336 Non-current assets 1,228,850 1,280,736 1,470,073 1,508,072 Current liabilities (877,329 ) (793,902 ) Non-current liabilities (20,706 ) (27,288 ) $ 572,038 $ 686,882 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Loss per common share: | |
Schedule of Losses Per Share, Basic and Diluted | The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per share for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Basic and Diluted: Net loss attributable to common shareholders $ (2,910,524 ) $ (2,142,822 ) Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share 10,172,108 10,084,928 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.29 ) $ (0.21 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The long term debt at March 31, 2017 is recorded at its accredited value and consists of the following: Face amount of the loans $ 6,666,667 Unamortized debt issuance costs (408,631 ) Unamortized discount on loan fees (62,787 ) Unamortized discount of amount allocated to warrants (105,762 ) Balance at March 31, 2017 $ 6,089,487 |
Schedule of Maturities of Long-term Debt | Maturities of the outstanding notes payable, the term loans and other obligations as of March 31, 2017 are as follows: Years ending December 31 Vehicle Financing Notes Opus Term Loans Insurance Financing Prudential Payable Total 2017 (nine months) $ 56,529 $ 2,000,000 $ 26,700 $ 5,000,000 $ 7,083,229 2018 66,045 2,666,667 - - 2,732,712 2019 46,131 2,000,000 - - 2,046,131 2020 35,529 - - - 35,529 2021 13,628 - - - 13,628 Thereafter 4,661 - - - 4,661 Total $ 222,523 $ 6,666,667 $ 26,700 $ 5,000,000 $ 11,915,890 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases for office space as of March 31, 2017 are as follows: Years Ending December 31 Total 2017 (nine months) $ 294,854 2018 271,082 2019 163,179 Total $ 729,115 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2017 and 2016: Stock-based compensation included in the Condensed Consolidated Three Months Ended March 31, Statement of Operations: 2017 2016 Direct operating costs $ 2,777 $ 2,755 General and administrative 125,291 478,566 Research and development 1,279 1,747 Selling and marketing - 6,354 Total stock-based compensation expense $ 129,347 $ 489,422 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the RSU and restricted stock transactions related to the common stock under the Incentive Plan for the three months ended March 31, 2017: Outstanding and unvested at January 1, 2017 406,959 Granted - Vested (143,565 ) Forfeited (20,168 ) Outstanding and unvested at March 31, 2017 243,226 |
Fair Value of Financial Instr30
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the contingent consideration measured at fair value using significant unobservable inputs (Level 3): Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs, Level 3 Three Months Ended March 31, 2017 2016 Balance - January 1, $ 929,549 $ 1,172,508 Acquisitions - 430,000 Change in fair value (11,188 ) (44,753 ) Payments (23,650 ) (35,549 ) Balance - March 31, $ 894,711 $ 1,522,206 |
Organization and Business (Deta
Organization and Business (Details Narrative) | Mar. 31, 2017 |
Chief Executive Officer [Member] | |
Equity Method Investment, Ownership Percentage In Majority-Owned Subsidiary Based In Pakistan | 0.01% |
MTBC [Member] | |
Equity Method Investment, Ownership Percentage In Majority-Owned Subsidiary Based In Pakistan | 99.99% |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Mar. 29, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash | $ 1,249,850 | $ 7,367,102 | $ 3,476,880 | $ 8,039,562 | |
Net cash used in operating activities | 867,000 | ||||
Working capital deficit | 9,600,000 | ||||
Net loss before taxes | 2,647,643 | 1,940,806 | |||
Depreciation and amortization expenses | 1,519,545 | $ 1,213,510 | |||
Amount owed by company for acquisition | 5,000,000 | ||||
Term loan and line of credit | $ 10,000,000 | ||||
Line of credit expire date | Sep. 1, 2018 | ||||
Term loans expire date | Sep. 1, 2019 | ||||
Prudential [Member] | |||||
Term loans expire date | May 15, 2017 | ||||
Prudential [Member] | March 29, 2017 [Member] | |||||
Purchase price due for payment | $ 3,000,000 | ||||
Prudential [Member] | May 15, 2017 [Member] | |||||
Amount owed by company for acquisition | 2,000,000 | ||||
MediGain [Member] | |||||
Total purchase price | $ 7,000,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Oct. 03, 2016 | Jul. 01, 2016 | May 02, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 15, 2016 |
Revenues | $ 11,340,000 | |||||
Common stock, shares held in escrow | 248,625 | |||||
MediGain [Member] | ||||||
Purchase of percentage of senior secured debt | 100.00% | |||||
Purchase price for acquisition | $ 7,000,000 | |||||
Purchase price paid at closing | 2,000,000 | |||||
MediGain [Member] | April 1, 2018 [Member] | ||||||
Purchase price to be paid | $ 5,000,000 | |||||
Gulf Coast Billing Inc [Member] | ||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities, total | $ 1,480,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents paid | 1,250,000 | |||||
Business combination, contingent consideration | $ 230,000 | |||||
Renaissance Medical Billing, LLC [Member] | ||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities, total | $ 325,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents paid | 175,000 | |||||
Business combination, contingent consideration | 150,000 | |||||
Amount of initial payment to acquire business, gross | $ 175,000 | |||||
Future payment as a percentage of revenue | 27.00% | |||||
WFS Services, Inc. [Member] | ||||||
Business combination, contingent consideration | $ 298,000 | |||||
Future payment as a percentage of revenue | 4500000.00% | |||||
Required monthly payments | $ 5,000 | |||||
Future payment as a percentage of EBITDA | 50.00% | |||||
2016 Acquisitions [Member] | ||||||
Revenues | $ 4,500,000 | $ 376,000 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition, Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Business Combinations [Abstract] | |
Total revenue | $ 11,340 |
Net loss attributable to common shareholders | $ (5,452) |
Net loss per common share | $ / shares | $ (0.54) |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets-Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Addition to goodwill | ||
Amortization expenses | $ 1,400,000 | $ 1,100,000 |
Weighted-average amortization period | 3 years |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets-Net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 (nine months) | $ 2,288,366 | |
2,018 | 1,504,691 | |
2,019 | 763,298 | |
2,020 | 13,418 | |
Total | $ 4,569,773 | $ 5,833,706 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Fair value, concentration of risk, cash and cash equivalents | $ 56,000 | $ 17,000 | |
Subsidiary In Pakistan [Member] | |||
Net assets | 572,038 | 686,882 | |
Intercompany receivables | $ 5,600,000 | 5,200,000 | |
One Customer [Member] | Sales Revenue, Net [Member] | |||
Concentration risk percentage | 9.00% | ||
No Customer [Member] | Sales Revenue, Net [Member] | |||
Concentration risk percentage | 5.00% | ||
Pakistani Rupees [Member] | |||
Fair value, concentration of risk, cash and cash equivalents | $ 5,900,000 | $ 1,800,000 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration of Risk, by Geographical Risks Factor (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | $ 5,712,009 | $ 8,439,482 |
Assets | 24,372,259 | 28,323,706 |
Current liabilities | (15,337,022) | (15,857,562) |
Subsidiary In Pakistan [Member] | ||
Current assets | 241,223 | 227,336 |
Non-current assets | 1,228,850 | 1,280,736 |
Assets | 1,470,073 | 1,508,072 |
Current liabilities | (877,329) | (793,902) |
Non-current liabilities | (20,706) | (27,288) |
Net assets | $ 572,038 | $ 686,882 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Contingently issued shares | 248,625 | 248,625 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 200,000 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Losses Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Loss per common share: | ||
Net loss attributable to common shareholders | $ (2,910,524) | $ (2,142,822) |
Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share | 10,172,108 | 10,084,928 |
Net loss attributable to common shareholders per share - Basic and Diluted | $ (0.29) | $ (0.21) |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 29, 2017 | Mar. 31, 2017 | Sep. 02, 2015 |
Credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Line of credit facility, expiration date | Sep. 1, 2018 | ||
Debt instrument face amount | $ 6,666,667 | ||
Debt maturity date | Sep. 1, 2019 | ||
Prudential [Member] | |||
Debt interest rate | 18.00% | ||
Debt instrument face amount | $ 5,000,000 | ||
Payment of note payable | $ 3,000,000 | ||
Note payable | $ 2,000,000 | ||
Debt maturity date | May 15, 2017 | ||
Opus Bank Loan [Member] | |||
Percentage of shares secured for debt | 65.00% | ||
Debt interest rate, description | The interest rate on all Opus loans will equal the higher of (a) the prime rate plus 1.75% and (b) 5.0%. | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||
Debt interest rate | 3.50% | ||
Term loan expiration date | Sep. 1, 2019 | ||
Line of credit facility, expiration date | Sep. 1, 2018 | ||
Debt instrument, periodic payment, principal | $ 222,000 | ||
Minimum month-end balance | $ 1,000,000 | ||
Debt instrument amortization period | 4 years | ||
Opus Bank Loan [Member] | Prime Rate [Member] | |||
Debt interest rate | 1.75% | ||
Opus Bank Loan [Member] | Prime Rate [Member] | January 1, 2018 [Member] | |||
Debt interest rate | 5.25% | ||
Opus Bank Loan [Member] | Revolving Credit Facility [Member] | |||
Credit facility, maximum borrowing capacity | $ 2,000,000 | $ 2,000,000 | |
Opus Bank Loan [Member] | Term Loan [Member] | |||
Credit facility, maximum borrowing capacity | 4,000,000 | ||
Term Loan [Member] | Opus Bank Loan [Member] | |||
Credit facility, maximum borrowing capacity | 4,000,000 | ||
Term Loan [Member] | Opus Bank Term Loan [Member] | |||
Credit facility, maximum borrowing capacity | 8,000,000 | ||
Opus Debt [Member] | |||
Debt instrument, fee amount | $ 25,000 | $ 100,000 | |
Class of warrant or right, number of securities called by warrants or rights | 100,000 | 100,000 | |
Warrants price per share | $ 5 | $ 5 | |
Debt issuance cost | $ 627,000 | ||
Debt instrument effective percentage | 8.12% | ||
Opus Debt [Member] | Warrants [Member] | |||
Proceeds from warrants | $ 52,000 | ||
Opus Debt [Member] | April 2017 [Member] | |||
Payment of debt | $ 40,000 | ||
Vehicle Financing Notes [Member] | |||
Debt instrument term description | 3 to 6 year terms | ||
Insurance Financing [Member] | |||
Debt interest rate | 6.50% | ||
Total [Member] | Opus Bank Loan [Member] | |||
Credit facility, maximum borrowing capacity | $ 10,000,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
Face amount of the loans | $ 6,666,667 |
Unamortized debt issuance costs | (408,631) |
Unamortized discount on loan fees | (62,787) |
Unamortized discount of amount allocated to warrants | (105,762) |
Balance at March 31, 2017 | $ 6,089,487 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2017 (nine months) | $ 7,083,229 |
2,018 | 2,732,712 |
2,019 | 2,046,131 |
2,020 | 35,529 |
2,021 | 13,628 |
Thereafter | 4,661 |
Total | 11,915,890 |
Vehicle Financing Notes [Member] | |
Debt Instrument [Line Items] | |
2017 (nine months) | 56,529 |
2,018 | 66,045 |
2,019 | 46,131 |
2,020 | 35,529 |
2,021 | 13,628 |
Thereafter | 4,661 |
Total | 222,523 |
Opus Term Loan [Member] | |
Debt Instrument [Line Items] | |
2017 (nine months) | 2,000,000 |
2,018 | 2,666,667 |
2,019 | 2,000,000 |
2,020 | |
2,021 | |
Thereafter | |
Total | 6,666,667 |
Insurance Financing [Member] | |
Debt Instrument [Line Items] | |
2017 (nine months) | 26,700 |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Thereafter | |
Total | 26,700 |
Prudential Payable [Member] | |
Debt Instrument [Line Items] | |
2017 (nine months) | 5,000,000 |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Thereafter | |
Total | $ 5,000,000 |
Commitments and Contingencies44
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases expire year | expiring through 2021. | |
Operating leases, rent expense | $ 229,000 | $ 185,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2017 (nine months) | $ 294,854 |
2,018 | 271,082 |
2,019 | 163,179 |
Total | $ 729,115 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Operating leases, rent expense | $ 229,000 | $ 185,000 | |
Accrued liability to related party | 16,626 | $ 16,626 | |
Kashmir Air, Inc [Member] | |||
Operating leases, rent expense | 32,000 | 32,000 | |
Accrued liability to related party | 17,000 | 17,000 | |
Physician [Member] | |||
Revenues | 4,000 | 4,000 | |
Receivable balance due from this customer | 1,500 | 1,600 | |
Chief Executive Officer [Member] | |||
Operating leases, rent expense | 46,000 | $ 44,000 | |
Security deposit | $ 13,000 | $ 13,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Domestic Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 21,000 | $ 25,000 |
Domestic Plan [Member] | Pakistan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 29,000 | $ 31,000 |
Domestic Plan [Member] | Qualified Compensation Deferred Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | |
Domestic Plan [Member] | Deferred Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 2.00% | |
Contribution Retirement Plan [Member] | India And Sri Lanka [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 24,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | Nov. 30, 2016 | Jan. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Accrued compensation | $ 1,692,412 | $ 2,009,911 | |||
Series A Preferred Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Bonus shares | 33,000 | ||||
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 | 257,571 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | |||||
Unvested stock option award, equity | 158,331 | ||||
Unvested stock option award, liability | 84,895 | ||||
Accrued compensation | $ 26,000 | $ 31,000 | |||
Restricted Stock Units (RSUs) [Member] | Outside s [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, grants in period | 120,000 | ||||
Share expiration date | Jan. 3, 2017 | ||||
Two Thousand Fourteen Equity Incentive Plan [Member] | Employees Officers Directors And Consultants [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 | ||||
2014 Plan [Member] | April 2017 [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Number of shares issued | 1,500,000 | ||||
2014 Plan [Member] | April 2017 [Member] | Series A Preferred Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Number of shares issued | 100,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share-based Compensation Expense | $ 129,347 | $ 489,422 |
Direct Operating Costs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share-based Compensation Expense | 2,777 | 2,755 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share-based Compensation Expense | 125,291 | 478,566 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share-based Compensation Expense | 1,279 | 1,747 |
Selling and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total Share-based Compensation Expense | $ 6,354 |
Stock-based Compensation - Disc
Stock-based Compensation - Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding and unvested at beginning | 406,959 |
Granted | |
Vested | (143,565) |
Forfeited | (20,168) |
Outstanding and unvested at ending | 243,226 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 60,302 | $ 42,780 |
Current income tax expense | 6,000 | 6,000 |
Deferred tax | $ 54,000 | $ 37,000 |
Amortization of tax year | 15 years |
Restructuring Charges (Details
Restructuring Charges (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Charges Details Narrative | ||
Restructuring charges | $ 275,628 | |
Payment of restructuring | $ 174,000 |
Fair Value of Financial Instr53
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, contingent consideration, liability, current and long term portion | $ 506,961 | $ 535,477 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 6,700,000 | 7,300,000 |
Fair Value, Input, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business combination, contingent consideration, liability, current and long term portion | 895,000 | 930,000 |
Opus Debt [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 | $ 2,000,000 |
Fair Value of Financial Instr54
Fair Value of Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Input, Level 3 [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning | $ 929,549 | $ 1,172,508 |
Acquisitions | 430,000 | |
Change in fair value | (11,188) | (44,753) |
Payments | (23,650) | (35,549) |
Balance - ending | $ 894,711 | $ 1,522,206 |