Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 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 | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,530,591 | |
Trading Symbol | MTBC | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited Sep 30, 2017) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 2,789,382 | $ 3,476,880 |
Accounts receivable - net of allowance for doubtful accounts of $268,000 and $156,000 at September 30, 2017 and December 31, 2016, respectively | 3,535,673 | 4,330,901 |
Current assets - related party | 25,203 | 13,200 |
Prepaid expenses and other current assets | 758,785 | 618,501 |
Total current assets | 7,109,043 | 8,439,482 |
Property and equipment - net | 1,424,732 | 1,588,937 |
Intangible assets - net | 2,997,211 | 5,833,706 |
Goodwill | 12,263,943 | 12,178,868 |
Other assets | 152,712 | 282,713 |
TOTAL ASSETS | 23,947,641 | 28,323,706 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,017,774 | 1,905,131 |
Accrued compensation | 848,571 | 2,009,911 |
Accrued expenses | 758,357 | 1,236,609 |
Deferred rent (current portion) | 79,150 | 61,437 |
Deferred revenue (current portion) | 52,145 | 41,666 |
Accrued liability to related party | 16,614 | 16,626 |
Borrowings under line of credit | 2,000,000 | 2,000,000 |
Current portion of long-term debt | 2,666,667 | |
Notes payable - other (current portion) | 246,603 | 5,181,459 |
Contingent consideration (current portion) | 537,736 | 535,477 |
Dividend payable | 638,905 | 202,579 |
Total current liabilities | 6,195,855 | 15,857,562 |
Long - term debt, net of discount and debt issuance costs | 4,033,668 | |
Notes payable - other | 137,550 | 166,184 |
Deferred rent | 371,273 | 433,186 |
Deferred revenue | 30,001 | 26,673 |
Contingent consideration | 131,957 | 394,072 |
Deferred tax liability | 510,530 | 345,530 |
Total liabilities | 7,377,166 | 21,256,875 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, par value $0.001 per share - authorized 2,000,000 shares; issued and outstanding 929,299 and 294,656 shares at September 30, 2017 and December 31, 2016, respectively | 929 | 295 |
Common stock, $0.001 par value - authorized 19,000,000 shares; issued 12,271,390 and 10,792,352 shares at September 30, 2017 and December 31, 2016, respectively; outstanding, 11,530,591 and 10,051,553 shares at September 30, 2017 and December 31, 2016, respectively | 12,272 | 10,793 |
Additional paid-in capital | 40,985,992 | 26,038,063 |
Accumulated deficit | (23,325,897) | (17,944,230) |
Accumulated other comprehensive loss | (440,821) | (376,090) |
Less: 740,799 common shares held in treasury, at cost at September 30, 2017 and December 31, 2016 | (662,000) | (662,000) |
Total shareholders' equity | 16,570,475 | 7,066,831 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 23,947,641 | $ 28,323,706 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited Sep 30, 2017) (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 268,000 | $ 156,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 929,299 | 294,656 |
Preferred stock, shares outstanding | 929,299 | 294,656 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 19,000,000 | 19,000,000 |
Common stock, shares, issued | 12,271,390 | 10,792,352 |
Common stock, shares, outstanding | 11,530,591 | 10,051,553 |
Treasury stock, shares | 740,799 | 740,799 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 7,513,592 | $ 5,341,002 | $ 23,518,416 | $ 15,663,687 |
OPERATING EXPENSES: | ||||
Direct operating costs | 4,171,932 | 2,670,385 | 13,592,492 | 7,292,415 |
Selling and marketing | 228,991 | 274,796 | 853,460 | 838,721 |
General and administrative | 2,474,139 | 2,569,399 | 8,232,613 | 8,173,272 |
Research and development | 249,045 | 174,876 | 843,294 | 575,059 |
Change in contingent consideration | (196,882) | 151,423 | (607,978) | |
Depreciation and amortization | 664,441 | 1,118,282 | 3,637,131 | 3,536,940 |
Restructuring charges | 275,628 | |||
Total operating expenses | 7,788,548 | 6,610,856 | 27,586,041 | 19,808,429 |
OPERATING LOSS | (274,956) | (1,269,854) | (4,067,625) | (4,144,742) |
OTHER: | ||||
Interest income | 5,446 | 10,918 | 13,598 | 25,310 |
Interest expense | (678,103) | (176,527) | (1,242,672) | (486,481) |
Other income (expense) - net | 32,494 | (13,933) | 107,364 | (40,447) |
LOSS BEFORE INCOME TAXES | (915,119) | (1,449,396) | (5,189,335) | (4,646,360) |
Income tax provision | 65,000 | 45,309 | 192,332 | 126,236 |
NET LOSS | (980,119) | (1,494,705) | (5,381,667) | (4,772,596) |
Preferred stock dividend | 652,697 | 231,473 | 1,283,151 | 549,945 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (1,632,816) | $ (1,726,178) | $ (6,664,818) | $ (5,322,541) |
Loss per common share: | ||||
Basic and diluted loss per share | $ (0.14) | $ (0.17) | $ (0.62) | $ (0.53) |
Weighted-average basic and diluted shares outstanding | 11,485,811 | 10,006,121 | 10,835,142 | 10,031,212 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
NET LOSS | $ (980,119) | $ (1,494,705) | $ (5,381,667) | $ (4,772,596) | |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | |||||
Foreign currency translation adjustment (a) | [1] | (33,880) | 1,489 | (64,731) | 12,305 |
COMPREHENSIVE LOSS | $ (1,013,999) | $ (1,493,216) | $ (5,446,398) | $ (4,760,291) | |
[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) - 9 months ended Sep. 30, 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 | (5,381,667) | (5,381,667) | |||||
Foreign currency translation adjustment | (64,731) | (64,731) | |||||
Issuance of stock under the Amended and Restated Equity Incentive Plan | $ 25 | $ 267 | (267) | 25 | |||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 24,750 | 266,663 | |||||
Stock-based compensation, net of cash settlements | 907,160 | 907,160 | |||||
Issuance of common stock, net of fees and expenses | $ 1,000 | 1,971,065 | 1,972,065 | ||||
Issuance of common stock, net of fees and expenses, shares | 1,000,000 | ||||||
Issuance of common stock held as contingent consideration | $ 212 | 331,464 | 331,676 | ||||
Issuance of common stock held as contingent consideration, shares | 212,375 | ||||||
Issuance of preferred stock, net of fees and expenses | $ 609 | 13,021,658 | 13,022,267 | ||||
Issuance of preferred stock, net of fees and expenses, shares | 609,893 | ||||||
Preferred stock dividends | (1,283,151) | (1,283,151) | |||||
Balance at Sep. 30, 2017 | $ 929 | $ 12,272 | $ 40,985,992 | $ (23,325,897) | $ (440,821) | $ (662,000) | $ 16,570,475 |
Balance, shares at Sep. 30, 2017 | 929,299 | 12,271,390 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (5,381,667) | $ (4,772,596) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,637,131 | 3,536,940 |
Deferred rent | (38,544) | (28,032) |
Deferred revenue | 13,807 | (32,912) |
Provision for doubtful accounts | 357,671 | 205,289 |
Provision for deferred income taxes | 165,000 | 114,893 |
Foreign exchange (gain) loss | (27,145) | 72,360 |
Interest accretion and write-off of deferred financing costs | 672,998 | 145,038 |
Non-cash restructuring charges | 17,001 | |
Stock-based compensation expense | 333,854 | 765,595 |
Change in contingent consideration | 151,423 | (607,978) |
Acquisition settlements | (26,296) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 437,557 | (160,523) |
Other assets | 107,532 | 211,651 |
Accounts payable and other liabilities | (1,754,255) | 90,843 |
Net cash used in operating activities | (1,307,637) | (485,728) |
INVESTING ACTIVITIES: | ||
Capital expenditures | (499,988) | (319,870) |
Cash paid for acquisitions | (205,000) | (1,425,000) |
Net cash used in investing activities | (704,988) | (1,744,870) |
FINANCING ACTIVITIES: | ||
Contingent consideration payments | (79,603) | (153,799) |
Settlement of tax withholding obligations on stock issued to employees | (195,912) | (8,500) |
Proceeds from issuance of common stock, net of placement costs | 2,000,000 | |
Proceeds from issuance of preferred stock, net of placement costs | 13,484,552 | 1,270,528 |
Proceeds from long term debt, net of costs | 1,908,141 | |
Repayments of debt obligations | (7,626,088) | (554,002) |
Repayment of Prudential obligation | (5,000,000) | |
Proceeds from line of credit | 7,000,000 | 6,000,000 |
Repayments of line of credit | (7,000,000) | (6,000,000) |
Payment of registration statement and bank costs | (335,239) | (119,406) |
Preferred stock dividends paid | (846,825) | (506,603) |
Purchase of common shares | (546,145) | |
Net cash provided by financing activities | 1,400,885 | 1,290,214 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (75,758) | 11,317 |
NET DECREASE IN CASH | (687,498) | (929,067) |
CASH - Beginning of the period | 3,476,880 | 8,039,562 |
CASH - End of period | 2,789,382 | 7,110,495 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Vehicle financing obtained | 30,746 | 189,725 |
Contingent consideration resulting from acquisitions | 678,368 | |
Dividends declared, not paid | 638,905 | 202,578 |
Purchase of prepaid insurance through assumption of note | 298,698 | 313,577 |
SUPPLEMENTAL INFORMATION - Cash paid during the period for: | ||
Income taxes | 9,513 | 32,816 |
Interest | $ 599,950 | $ 321,530 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 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). MAC has a wholly-owned subsidiary in Sri Lanka, RCM MediGain Colombo, Pvt. Ltd. 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. These operations have been terminated and the subsidiaries are being liquidated. |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 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. Based upon the analysis set forth below, management believes there is no longer substantial doubt about the Company’s ability to continue as a going concern and to meet the obligations as they become due within the next twelve months. As part of the evaluation, management considered that on September 30, 2017, the Company had $2.8 million of cash and had positive working capital of $913,000. The loss before income taxes was $915,000 for the three months ended September 30, 2017, of which $664,000 represents non-cash depreciation and amortization and $463,000 of non-cash financing costs, which were written off as a result of the termination of the Opus Bank (“Opus”) credit agreement. During the second and third quarter of 2017, the Company raised a total of $15.0 million in net proceeds from a series of equity financings. In May 2017, the Company completed a registered direct offering of one million shares of its common stock at $2.30 per share, raising net proceeds of approximately $2.0 million. Between June and September 2017, the Company completed five public offerings of approximately 610,000 shares of its 11% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”) at $25.00 per share, raising net proceeds of approximately $13.0 million. These equity financings improved the financial position of the Company and allowed us to repay the amount owed to Prudential during the third quarter. As a result of the common and preferred stock offerings, the Company’s cash position and the working capital deficit at the end of the second quarter improved to positive net working capital of $913,000 at the end of the third quarter. At September 30, 2017, the total amount outstanding under the Opus credit line was $2 million and the Company has $2.8 million of cash. In October 2017, the Company entered into a new credit facility with Silicon Valley Bank (“SVB”) and repaid and terminated its previous facility with Opus. The SVB credit facility is a $5 million secured revolving line of credit where borrowings are based on a formula of 200% of repeatable revenue adjusted by an annualized attrition rate as defined in the credit facility agreement. Under the SVB credit facility agreement, the facility currently available to the Company is in excess of $4 million. Management continues to focus on the Company’s overall profitability, including growing revenue and managing expenses, and expects that these efforts will continue to enhance our liquidity and financial position. The Company forecasts that cash flow from operations over the next 12 months will be positive and provide sufficient liquidity to the Company. Management has based its expectations on assumptions that may prove to be wrong. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 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 8-03. 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 September 30, 2017, the results of operations for the three and nine months ended September 30, 2017 and 2016 and cash flows for the nine months ended September 30, 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 Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers 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 In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 4. ACQUISITIONS 2017 Acquisition Effective July 1, 2017, the Company purchased substantially all of the assets of Washington Medical Billing, LLC (“WMB”), a Washington limited liability company. In accordance with the asset purchase agreement, the Company agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $205,000. In addition to the Initial Payment Amount, the Company agreed to pay the sellers 22%, 23% and 24% of revenue collected from the WMB accounts in the first, second and third year, respectively, subsequent to the acquisition date to the extent such amounts in the aggregate exceed the Initial Payment Amount (the “WMB Installment Payments”). The WMB Installment Payments are to be paid quarterly commencing October, 2017. Based on the Company’s revenue forecast, it does not appear that there will be any WMB Installment Payments and therefore the preliminary aggregate purchase price of WMB was determined to be $205,000. The preliminary purchase price allocation for WMB was performed by the Company and is summarized as follows: Customer relationships $ 120,000 Goodwill 85,000 $ 205,000 The WMB acquisition added additional clients to the Company’s customer base and, similar to previous acquisitions, broadened the Company’s presence in the healthcare technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The weighted-average amortization period of the acquired intangible assets is three years. Revenue earned from the WMB acquisition was approximately $165,000 during the quarter ended September 30, 2017. 2016 Acquisitions On February 15, 2016 (the “GCB Closing Date”), the Company entered into an asset purchase agreement with Gulf Coast Billing, Inc. (“GCB”), pursuant to which the Company purchased substantially all of the assets of GCB. 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. During the quarter ended June 30, 2017, an agreement was reached with GCB that no additional contingent consideration will be paid. On May 2, 2016 (the “RMB Closing Date”), the Company entered into an asset purchase agreement with Renaissance Medical Billing, LLC (“RMB”), pursuant to which the Company purchased substantially all of the assets of RMB. In accordance with the RMB asset purchase agreement, 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 September 30, 2017, approximately $24,000 of contingent consideration payments have been made. Effective July 1, 2016 (the “WFS Closing Date”), the Company entered into an asset purchase agreement with WFS Services, Inc. (“WFS”), pursuant to which the Company purchased substantially all of the assets of WFS. In accordance with the WFS asset purchase agreement, 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 asset purchase agreement, 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. Through September 30, 2017, $60,000 of contingent consideration payments have been made. On October 3, 2016, MAC 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 consisted of $2 million in cash paid at closing and $5 million, plus interest, which was paid during the third quarter of 2017. MediGain, GCB, RMB and WFS are collectively referred to as the “2016 Acquisitions.” Revenue earned from the 2016 Acquisitions was approximately $4.1 million and $12.8 million during the three and nine months ended September 30, 2017, respectively. Pro forma financial information (Unaudited) The unaudited pro forma information below represents condensed consolidated results of operations as if the 2016 Acquisitions and the WMB Acquisition occurred on January 1, 2016. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company would have had if the acquisitions occurred on the above date, nor is it necessarily indicative of future results. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 ($ in thousands, except per share data) Total revenue $ 7,514 $ 9,984 $ 24,036 $ 32,895 Net loss attributable to common shareholders $ (1,581 ) $ (4,316 ) $ (6,584 ) $ (13,830 ) Net loss per common share $ (0.14 ) $ (0.43 ) $ (0.61 ) $ (1.38 ) |
Goodwill and Intangible Assets-
Goodwill and Intangible Assets-Net | 9 Months Ended |
Sep. 30, 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. The following is the summary of the changes to the carrying amount of goodwill for the nine months ended September 30, 2017 and the year ended December 31, 2016: September 30, 2017 December 31, 2016 Beginning gross balance $ 12,178,868 $ 8,971,994 Acquisitions 85,075 3,206,874 Ending gross balance $ 12,263,943 $ 12,178,868 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. Intangible assets - net as of September 30, 2017 and December 31, 2016 consist of the following: September 30, 2017 December 31, 2016 Contracts and relationships acquired $ 16,491,300 $ 16,371,375 Non-compete agreements 1,236,377 1,236,377 Other intangible assets 1,482,864 1,289,339 Total intangible assets 19,210,541 18,897,091 Less: Accumulated amortization (16,213,330 ) (13,063,385 ) Intangible assets - net $ 2,997,211 $ 5,833,706 Amortization expense was approximately $3.2 million for both the nine months ended September 30, 2017 and 2016, and $508,000 and $1.0 million for the three months ended September 30, 2017 and 2016, respectively. The weighted-average amortization period is three years. As of September 30, 2017, future amortization expense scheduled to be expensed is as follows: Years ending December 31 2017 (three months) $ 493,264 2018 1,601,110 2019 827,033 2020 75,804 Total $ 2,997,211 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Loss per common share: | |
Net Loss Per Common Share | 6. NET LOss per COMMON share The following table presents the weighted-average shares outstanding for basic and diluted net loss per share for the three and nine months ended September 30, 2017 and 2016: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Basic and Diluted: Net loss attributable to common shareholders $ (1,632,816 ) $ (1,726,178 ) $ (6,664,818 ) $ (5,322,541 ) Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share 11,485,811 10,006,121 10,835,142 10,031,212 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.14 ) $ (0.17 ) $ (0.62 ) $ (0.53 ) All unvested restricted share units (“RSUs”), the 200,000 warrants granted to Opus in 2015 and 2016 and the two million warrants issued during the second quarter of 2017 as part of the sale of common stock have been excluded from the above calculations as they were anti-dilutive. Vested RSUs and vested restricted shares have been included in the above calculations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Opus Interest expense in the consolidated statements of operations for both the three and nine months ended September 30, 2017 includes $463,000 of deferred financing costs which were written off as a result of the termination of the Opus credit agreement. Prudential Deferred Purchase Price Vehicle Financing Notes Insurance Financing |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Proceedings Leases Future minimum lease payments under non-cancelable operating leases for office space as of September 30, 2017 are as follows: Years Ending December 31 Total 2017 (three months) $ 68,994 2018 304,357 2019 163,179 Total $ 536,530 Total rental expense, included in direct operating costs and general and administrative expense in the condensed consolidated statements of operations, amounted to approximately $690,000 and $581,000 for the nine months ended September 30, 2017 and 2016, respectively, and approximately $237,000 and $202,000 for the three months ended September 30, 2017 and 2016, respectively. Acquisitions — |
Shareholders' Equity Transactio
Shareholders' Equity Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Equity Transactions | 9. SHAREHOLDERS’ EQUITY TRANSACTIONS In August 2017, the Company completed two public preferred stock offerings whereby a total of 60,195 shares of its Preferred Stock were sold at $25.00 per share. As a result of this sale, the Company received net proceeds of approximately $1.3 million. In September 2017, the Company completed two public preferred stock offerings whereby a total of 255,000 shares of its Preferred Stock were sold at $25.00 per share. As a result of this sale, the Company received net proceeds of approximately $5.6 million. Dividends on the Preferred Stock of $2.75 annually per share are cumulative from the date of issue and are payable each month when, as and if declared by the Company’s Board of Directors. As of September 30, 2017, the Board of Directors has declared monthly dividends on the Preferred Stock payable through November 2017. 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 per share, plus all accrued and unpaid dividends to, but not including the redemption date. The Preferred Stock has no stated maturity, is not subject to any sinking fund or other mandatory redemption, and is not convertible into or exchangeable for any of the Company’s other securities. Holders of the Preferred Stock have no voting rights except for limited voting rights if dividends payable on the Preferred Stock are in arrears for eighteen or more consecutive or non-consecutive monthly dividend periods. If the Company were to liquidate, dissolve or wind up, the holders of the Preferred Stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the common stock. The Preferred Stock is listed on the Nasdaq Capital Market under the trading symbol “MTBCP.” |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 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 $12,000 and $13,000 for the nine months ended September 30, 2017 and 2016, respectively, and approximately $4,000 and $5,000 for the three months ended September 30, 2017 and 2016, respectively. As of September 30, 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 an expense of approximately $96,000 for both the nine months ended September 30, 2017 and 2016 and approximately $32,000 for both the three months ended September 30, 2017 and 2016. As of September 30, 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 nine months ended September 30, 2017 and 2016 was approximately $141,000 and $131,000, respectively, and $47,000 and $43,000 for the three months ended September 30, 2017 and 2016, 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 approximately $13,000 as of both September 30, 2017 and December 31, 2016. The September 30, 2017 balance also includes prepaid rent paid to the CEO of approximately $12,000. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 11. 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. During April 2017, the 2014 Plan was amended whereby an additional 1,500,000 shares of common stock and 100,000 shares of 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”). As of September 30, 2017, 1,238,734 shares of common stock and 67,000 shares of Preferred Stock 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 equity based RSUs contain a provision in which the units shall immediately vest and become converted into common shares at the rate of one common share per RSU, immediately after a change in control, as defined in the award agreement. During the third quarter of 2017, a total of 200,000 RSUs were granted equally to the four outside members of the Board of directors and a total of 300,000 RSUs were granted equally to three executive officers. The RSUs vest over the next two years, at six month intervals. 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 and nine months ended September 30, 2017 and 2016: Stock-based compensation included in the Condensed Three Months Ended September 30, Nine Months Ended September 30, Consolidated Statement of Operations: 2017 2016 2017 2016 Direct operating costs $ 1,705 $ 3,571 $ 7,162 $ 8,909 General and administrative 124,789 131,077 318,870 731,690 Research and development (675 ) 3,767 7,822 6,910 Selling and marketing - 5,378 - 18,086 Total stock-based compensation expense $ 125,819 $ 143,793 $ 333,854 $ 765,595 The following table summarizes the RSU and restricted stock transactions related to the common stock under the Incentive Plan for the nine months ended September 30, 2017: Outstanding and unvested at January 1, 2017 406,959 Granted 528,000 Vested (327,159 ) Forfeited (29,331 ) Outstanding and unvested at September 30, 2017 578,469 Of the total outstanding and unvested at September 30, 2017, 548,334 RSUs and restricted stock awards are classified as equity and 30,135 RSUs are classified as a liability. The liability for the cash-settled awards was approximately $17,000 and $31,000 at September 30, 2017 and December 31, 2016, respectively, and is included in accrued compensation in the condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES The deferred income tax provision for the nine months ended September 30, 2017 and 2016 primarily relates to the amortization of goodwill. Although the Company is forecasting a return to profitability, it has 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 September 30, 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 its foreign locations to the United States requires that U.S. federal income taxes be provided on the Company’s earnings in those foreign locations. For state tax purposes, the Company’s foreign earnings generally are not taxed due to an exemption available in states where the Company currently transacts business. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 13. RESTRUCTURING CHARGES During March 2017, the Company decided to close its operations in Poland and India. In connection with the closing of these subsidiaries, in the first quarter of 2017, the Company 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 $19,000 are included in accrued expenses in the condensed consolidated balance sheet as of September 30, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 14. FAIR VALUE OF FINANCIAL INSTRUMENTS As of September 30, 2017 and December 31, 2016, the carrying amounts of receivables, accounts payable, accrued expenses and the amount due to Prudential (at December 31, 2016 only) 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 December 31, 2016 was approximately $7.3 million. The Company’s outstanding borrowings under the line of credit with Opus had a carrying value of $2 million as of both September 30, 2017 and December 31, 2016. The fair value of the outstanding borrowings with Opus under the term loans at December 31, 2016 and the line of credit at December 31, 2016 and September 30, 2017 approximated the carrying value, as these borrowings bore interest based on prevailing variable market rates currently available at those dates. 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 $670,000 and $930,000 as of September 30, 2017 and December 31, 2016, respectively, are Level 3 liabilities. The fair value of the contingent consideration at September 30, 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 (only for the December 31, 2016 contingent consideration amount), 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. 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 Nine Months Ended September 30, 2017 2016 Balance - January 1, $ 929,549 $ 1,172,508 Acquisitions - 678,368 Change in fair value 151,423 (607,978 ) Settlement in the form of shares issued (331,676 ) - Payments (79,603 ) (153,799 ) Balance - September 30, $ 669,693 $ 1,089,099 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 15. SUBSEQUENT EVENT During October 2017, the Opus credit facility was replaced with a $5 million revolving line of credit from SVB. Interest on the SVB revolving line of credit is charged at the prime rate plus 1.75%. There is also a fee of one-half of 1% for the unused portion of the credit line. Available borrowings are subject to 200% of repeatable revenue as defined, reduced by an annualized attrition rate. The debt is secured by all of the Company’s domestic assets and 65% of the shares in its offshore facilities. Future acquisitions are subject to approval by SVB. In connection with the SVB debt agreement, the Company paid approximately $90,000 of fees upfront and issued warrants for SVB to purchase 125,000 shares of its common stock, and committed to pay an annual anniversary fee of $50,000 a year. The warrants have a strike price equal to the highest volume weighted average price per share for any five consecutive trading days during the thirty consecutive trading-day period commencing on the fifteenth trading day immediately preceding the date of the loan agreement. They have a five-year exercise window, piggyback registration and net exercise rights, and will be valued once the strike price is determined. The SVB credit agreement contains various covenants and conditions governing the revolving line of credit. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price allocation for WMB was performed by the Company and is summarized as follows: Customer relationships $ 120,000 Goodwill 85,000 $ 205,000 |
Business Acquisition, Pro Forma Information | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 ($ in thousands, except per share data) Total revenue $ 7,514 $ 9,984 $ 24,036 $ 32,895 Net loss attributable to common shareholders $ (1,581 ) $ (4,316 ) $ (6,584 ) $ (13,830 ) Net loss per common share $ (0.14 ) $ (0.43 ) $ (0.61 ) $ (1.38 ) |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets-Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. The following is the summary of the changes to the carrying amount of goodwill for the nine months ended September 30, 2017 and the year ended December 31, 2016: September 30, 2017 December 31, 2016 Beginning gross balance $ 12,178,868 $ 8,971,994 Acquisitions 85,075 3,206,874 Ending gross balance $ 12,263,943 $ 12,178,868 |
Schedule of Finite-Lived 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 and trademarks acquired. Intangible assets - net as of September 30, 2017 and December 31, 2016 consist of the following: September 30, 2017 December 31, 2016 Contracts and relationships acquired $ 16,491,300 $ 16,371,375 Non-compete agreements 1,236,377 1,236,377 Other intangible assets 1,482,864 1,289,339 Total intangible assets 19,210,541 18,897,091 Less: Accumulated amortization (16,213,330 ) (13,063,385 ) Intangible assets - net $ 2,997,211 $ 5,833,706 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2017, future amortization expense scheduled to be expensed is as follows: Years ending December 31 2017 (three months) $ 493,264 2018 1,601,110 2019 827,033 2020 75,804 Total $ 2,997,211 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Loss per common share: | |
Schedule of Losses Per Share, Basic and Diluted | The following table presents the weighted-average shares outstanding for basic and diluted net loss per share for the three and nine months ended September 30, 2017 and 2016: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Basic and Diluted: Net loss attributable to common shareholders $ (1,632,816 ) $ (1,726,178 ) $ (6,664,818 ) $ (5,322,541 ) Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share 11,485,811 10,006,121 10,835,142 10,031,212 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.14 ) $ (0.17 ) $ (0.62 ) $ (0.53 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 are as follows: Years Ending December 31 Total 2017 (three months) $ 68,994 2018 304,357 2019 163,179 Total $ 536,530 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2017 and 2016: Stock-based compensation included in the Condensed Three Months Ended September 30, Nine Months Ended September 30, Consolidated Statement of Operations: 2017 2016 2017 2016 Direct operating costs $ 1,705 $ 3,571 $ 7,162 $ 8,909 General and administrative 124,789 131,077 318,870 731,690 Research and development (675 ) 3,767 7,822 6,910 Selling and marketing - 5,378 - 18,086 Total stock-based compensation expense $ 125,819 $ 143,793 $ 333,854 $ 765,595 |
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 nine months ended September 30, 2017: Outstanding and unvested at January 1, 2017 406,959 Granted 528,000 Vested (327,159 ) Forfeited (29,331 ) Outstanding and unvested at September 30, 2017 578,469 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2017 2016 Balance - January 1, $ 929,549 $ 1,172,508 Acquisitions - 678,368 Change in fair value 151,423 (607,978 ) Settlement in the form of shares issued (331,676 ) - Payments (79,603 ) (153,799 ) Balance - September 30, $ 669,693 $ 1,089,099 |
Organization and Business (Deta
Organization and Business (Details Narrative) | Sep. 30, 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 | 99.90% |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash | $ 2,789,382 | $ 7,110,495 | $ 2,789,382 | $ 7,110,495 | $ 3,476,880 | $ 8,039,562 | |
Working capital surplus | 913,000 | 913,000 | |||||
Net loss before taxes | 915,119 | 1,449,396 | 5,189,335 | 4,646,360 | |||
Depreciation and amortization expenses | 664,441 | $ 1,118,282 | 3,637,131 | 3,536,940 | |||
Non cash financing cost | 463,000 | ||||||
Proceeds from a series of equity financings | 15,000,000 | ||||||
Net proceeds from issuance of common stock | 2,000,000 | ||||||
Opus Credit Facility [Member] | |||||||
Line of credit | 2,000,000 | 2,000,000 | |||||
SVB Credit Facility Agreement [Member] | October 2017 [Member] | |||||||
Line of credit | 4,000,000 | 4,000,000 | |||||
Line of credit facility Maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 | |||||
Revolving line of credit secured on repeatable revenue percentage | 200.00% | 200.00% | |||||
11% Series A Cumulative Redeemable Preferred Stock [Member] | |||||||
Number of stock shares issued during the period | 610,000 | ||||||
Shares issued price per share | $ 25 | $ 25 | |||||
Net proceeds from issuance of preferred stock | $ 13,000,000 | ||||||
Common Stock [Member] | |||||||
Number of stock shares issued during the period | 1,000,000 | 1,000,000 | |||||
Shares issued price per share | $ 2.30 | ||||||
Net proceeds from issuance of common stock | $ 2,000,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Jul. 01, 2017 | Oct. 03, 2016 | Jul. 01, 2016 | May 02, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Feb. 15, 2016 |
Payments to acquire business | $ 205,000 | ||||||
Weighted-average amortization period of acquired intangible assets | 3 years | ||||||
Revenue earned from the WMB acquisition | $ 165,000 | ||||||
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 | ||||||
Purchase price paid during 2017 | $ 5,000,000 | ||||||
Washington Medical Billing, LLC [Member] | First Year [Member] | Revenue Collected from WMB Accounts [Member] | |||||||
Installment payments percentage | 22.00% | ||||||
Washington Medical Billing, LLC [Member] | Second Year [Member] | Revenue Collected from WMB Accounts [Member] | |||||||
Installment payments percentage | 23.00% | ||||||
Washington Medical Billing, LLC [Member] | Third Year [Member] | Revenue Collected from WMB Accounts [Member] | |||||||
Installment payments percentage | 24.00% | ||||||
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 | ||||||
2016 Acquisitions [Member] | |||||||
Revenues | $ 4,100,000 | $ 12,800,000 | |||||
Asset Purchase Agreement [Member] | Washington Medical Billing, LLC [Member] | |||||||
Non-refundable initial payment amount | $ 205,000 | ||||||
Asset Purchase Agreement [Member] | 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 | ||||||
Initial cash consideration | $ 175,000 | ||||||
Future payment as a percentage of revenue | 27.00% | ||||||
Contingent consideration paid since acquisition through September 30, 2017 | $ 24,000 | ||||||
Asset Purchase Agreement [Member] | WFS Services, Inc. [Member] | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, liabilities, total | $ 298,000 | ||||||
Business combination, contingent consideration | 298,000 | ||||||
Contingent consideration paid since acquisition through September 30, 2017 | 60,000 | ||||||
Required monthly payments | $ 5,000 | ||||||
Future payment as a percentage of EBITDA | 50.00% |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill | $ 12,263,943 | $ 12,178,868 |
WMB [Member] | ||
Customer relationships | 120,000 | |
Goodwill | 85,000 | |
Total | $ 205,000 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combinations [Abstract] | ||||
Total revenue | $ 7,514 | $ 9,984 | $ 24,036 | $ 32,895 |
Net loss attributable to common shareholders | $ (1,581) | $ (4,316) | $ (6,584) | $ (13,830) |
Net loss per common share | $ (0.14) | $ (0.43) | $ (0.61) | $ (1.38) |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets-Net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 508,000 | $ 1,000,000 | $ 3,200,000 | $ 3,200,000 |
Weighted-average amortization period | 3 years |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets-Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning gross balance | $ 12,178,868 | $ 8,971,994 |
Acquisitions | 85,075 | 3,206,874 |
Ending gross balance | $ 12,263,943 | $ 12,178,868 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets-Net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Total intangible assets | $ 19,210,541 | $ 18,897,091 |
Less: Accumulated amortization | (16,213,330) | (13,063,385) |
Intangible assets- net | 2,997,211 | 5,833,706 |
Contracts and Relationships Acquired [Member] | ||
Total intangible assets | 16,491,300 | 16,371,375 |
Non-Compete Agreements [Member] | ||
Total intangible assets | 1,236,377 | 1,236,377 |
Other Intangible Assets [Member] | ||
Total intangible assets | $ 1,482,864 | $ 1,289,339 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets-Net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 (three months) | $ 493,264 | |
2,018 | 1,601,110 | |
2,019 | 827,033 | |
2,020 | 75,804 | |
Total | $ 2,997,211 | $ 5,833,706 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details Narrative) - shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of warrant shares granted | 2,000,000 | ||
Opus Bank [Member] | |||
Number of warrant shares granted | 200,000 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Loss per common share: | ||||
Net loss attributable to common shareholders | $ (1,632,816) | $ (1,726,178) | $ (6,664,818) | $ (5,322,541) |
Weighted average shares applicable to common shareholders used in computing basic and diluted loss per share | 11,485,811 | 10,006,121 | 10,835,142 | 10,031,212 |
Net loss attributable to common shareholders per share - Basic and Diluted | $ (0.14) | $ (0.17) | $ (0.62) | $ (0.53) |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 02, 2015 | |
Deferred financing costs | $ 463,000 | $ 463,000 | |
Payments for deferred purchase Price | 5,000,000 | ||
Accrued interest | $ 270,000 | $ 270,000 | |
Insurance financing interest rate | 5.25% | 5.25% | |
Opus Bank Loan [Member] | |||
Percentage of shares secured for debt | 65.00% | ||
Opus Bank Loan [Member] | Revolving Credit Facility [Member] | |||
Credit facility, maximum borrowing capacity | $ 2,000,000 | ||
Opus Bank Loan [Member] | Term Loan [Member] | |||
Credit facility, maximum borrowing capacity | 8,000,000 | ||
Vehicle Financing Notes [Member] | |||
Debt instrument term description | 3 to 6 year terms | ||
Total [Member] | Opus Bank Loan [Member] | |||
Credit facility, maximum borrowing capacity | $ 10,000,000 |
Commitments and Contingencies41
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating leases expire year | expiring through 2021. | |||
Operating leases, rent expense | $ 237,000 | $ 202,000 | $ 690,000 | $ 581,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2017 (three months) | $ 68,994 |
2,018 | 304,357 |
2,019 | 163,179 |
Total | $ 536,530 |
Shareholders' Equity Transact43
Shareholders' Equity Transactions (Details Narrative) - Preferred Stock [Member] - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Aug. 31, 2017 | Sep. 30, 2017 | |
Number of stock shares issued during the period | 60,195 | ||
Shares issued price per share | $ 25 | $ 25 | $ 25 |
Net proceeds from issuance of preferred stock | $ 1,300,000 | ||
Preferred stock redemption price per share | $ 25 | $ 25 | |
Two Public Preferred Stock Offerings [Member] | |||
Number of stock shares issued during the period | 255,000 | ||
Net proceeds from issuance of preferred stock | $ 5,600,000 | ||
Cumulative preferred stock dividend per share | $ 2.75 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Operating leases, rent expense | $ 237,000 | $ 202,000 | $ 690,000 | $ 581,000 | |
Accrued liability to related party | 16,614 | 16,614 | $ 16,626 | ||
Kashmir Air, Inc [Member] | |||||
Operating leases, rent expense | 32,000 | 32,000 | 96,000 | 96,000 | |
Accrued liability to related party | 17,000 | 17,000 | 17,000 | ||
Physician [Member] | |||||
Revenues | 4,000 | 5,000 | 12,000 | 13,000 | |
Receivable balance due from this customer | 1,500 | 1,500 | 1,600 | ||
Chief Executive Officer [Member] | |||||
Operating leases, rent expense | 47,000 | $ 43,000 | 141,000 | $ 131,000 | |
Security deposit | 13,000 | 13,000 | $ 13,000 | ||
Prepaid rent | $ 12,000 | $ 12,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Apr. 30, 2017 | Aug. 31, 2017 | May 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Apr. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Liability for cash-settled awards | $ 17,000 | $ 17,000 | $ 31,000 | ||||
Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Number of shares issued | 1,000,000 | 1,000,000 | |||||
Preferred Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Number of shares issued | 60,195 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Restricted shares granted to outside members of the Board of Directors | 528,000 | ||||||
Unvested stock option award, equity | 548,334 | 548,334 | |||||
Unvested stock option award, liability | 30,135 | 30,135 | |||||
2014 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 Equity Incentive Plan [Member] | Board of Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Restricted shares granted to outside members of the Board of Directors | 200,000 | ||||||
2014 Equity Incentive Plan [Member] | Three Executive Officers [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Restricted shares granted to outside members of the Board of Directors | 300,000 | ||||||
Amended and Restated Equity Incentive Plan [Member] | Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Number of shares issued | 1,500,000 | ||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,238,734 | 1,238,734 | |||||
Amended and Restated Equity Incentive Plan [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 | ||||||
Amended and Restated Equity Incentive Plan [Member] | Preferred Stock [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 | 67,000 | 67,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | $ 125,819 | $ 143,793 | $ 333,854 | $ 765,595 |
Direct Operating Costs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | 1,705 | 3,571 | 7,162 | 8,909 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | 124,789 | 131,077 | 318,870 | 731,690 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | (675) | 3,767 | 7,822 | 6,910 |
Selling and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | $ 5,378 | $ 18,086 |
Stock-Based Compensation - Disc
Stock-Based Compensation - Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding and unvested at beginning | 406,959 |
Granted | 528,000 |
Vested | (327,159) |
Forfeited | (29,331) |
Outstanding and unvested at ending | 578,469 |
Restructuring Charges (Details
Restructuring Charges (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Charges Details Narrative | |||||
Restructuring charges | $ 276,000 | $ 275,628 | |||
Accrued restructuring charges | $ 19,000 | $ 19,000 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Sep. 30, 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 | $ 537,736 | $ 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 | 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 | 670,000 | 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 Instr50
Fair Value of Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Input, Level 3 [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning | $ 929,549 | $ 1,172,508 |
Acquisitions | 678,368 | |
Change in fair value | 151,423 | (607,978) |
Settlement in the form of shares issued | (331,676) | |
Payments | (79,603) | (153,799) |
Balance, ending | $ 669,693 | $ 1,089,099 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | 1 Months Ended | |
Oct. 31, 2017 | Sep. 30, 2017 | |
Opus Credit Facility [Member] | ||
Revolving line of credit | $ 2,000,000 | |
Subsequent Event [Member] | SVB Debt Agreement [Member] | ||
Payment of fees | $ 90,000 | |
Number of warrants to purchase shares of common stock | 125,000 | |
Payments for annual anniversary fee | $ 50,000 | |
Subsequent Event [Member] | Opus Credit Facility [Member] | ||
Revolving line of credit | $ 5,000,000 | |
Unsecured portion of credit line fee, percentage | 0.50% | |
Secured revolving line of credit percentage | 200.00% | |
Percentage of shares in offshore facilities | 65.00% | |
Subsequent Event [Member] | Opus Credit Facility [Member] | Prime Rate [Member] | ||
Revolving line of credit, interest rate - Prime plus | 1.75% |