Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36529 | |
Entity Registrant Name | CareCloud, Inc. | |
Entity Central Index Key | 0001582982 | |
Entity Tax Identification Number | 22-3832302 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 7 Clyde Road | |
Entity Address, City or Town | Somerset | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08873 | |
City Area Code | (732) | |
Local Phone Number | 873-5133 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,874,631 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MTBC | |
Security Exchange Name | NASDAQ | |
11% Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | |
Trading Symbol | MTBCP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 20,925 | |
Restricted cash | ||
Accounts receivable - net, of allowance for doubtful accounts of $369 and $522 at September 30, 2021 and December 31, 2020, respectively | 12,089 | |
Contract asset | 4,105 | |
Inventory | 399 | |
Current assets - related party | 13 | |
Prepaid expenses and other current assets | 7,288 | |
Total current assets | 44,819 | |
Property and equipment - net | 4,921 | |
Operating lease right-of-use assets | $ 7,108 | 7,743 |
Intangible assets - net | 29,978 | |
Goodwill | 49,291 | |
Other assets | 1,247 | |
TOTAL ASSETS | 137,999 | |
Current liabilities: | ||
Accounts payable | 6,461 | |
Accrued compensation | 2,590 | |
Accrued expenses | 8,501 | |
Operating lease liability (current portion) | 3,929 | 4,729 |
Deferred revenue (current portion) | 1,173 | |
Accrued liability to related party | 1 | |
Deferred payroll taxes | 927 | |
Notes payable (current portion) | 401 | |
Dividend payable | 4,241 | |
Consideration payable | ||
Total current liabilities | 29,024 | |
Notes payable | 41 | |
Contingent consideration | ||
Borrowings under line of credit | ||
Deferred payroll taxes | 927 | |
Operating lease liability | 5,026 | 6,297 |
Deferred revenue | 305 | |
Deferred tax liability | 160 | |
Total liabilities | 36,754 | |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.001 par value - authorized 7,000,000 shares at September 30, 2021 and December 31, 2020; issued and outstanding 5,295,414 and 5,475,279 shares at September 30, 2021 and December 31, 2020, respectively | 5 | |
Common stock, $0.001 par value - authorized 29,000,000 shares at September 30, 2021 and December 31, 2020; issued 15,614,210 and 14,121,044 shares at September 30, 2021 and December 31, 2020, respectively; 14,873,411 and 13,380,245 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 14 | |
Additional paid-in capital | 136,781 | |
Accumulated deficit | (33,889) | |
Accumulated other comprehensive loss | (1,004) | |
Less: 740,799 common shares held in treasury, at cost at September 30, 2021 and December 31, 2020 | (662) | |
Total shareholders’ equity | 97,051 | 101,245 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 137,999 | |
Unaudited | ||
Current assets: | ||
Cash | 8,313 | |
Restricted cash | 1,000 | |
Accounts receivable - net, of allowance for doubtful accounts of $369 and $522 at September 30, 2021 and December 31, 2020, respectively | 18,094 | |
Contract asset | 4,661 | |
Inventory | 500 | |
Current assets - related party | 13 | |
Prepaid expenses and other current assets | 3,817 | |
Total current assets | 36,398 | |
Property and equipment - net | 5,108 | |
Operating lease right-of-use assets | 7,108 | |
Intangible assets - net | 32,143 | |
Goodwill | 60,661 | |
Other assets | 1,091 | |
TOTAL ASSETS | 142,509 | |
Current liabilities: | ||
Accounts payable | 5,803 | |
Accrued compensation | 3,390 | |
Accrued expenses | 5,894 | |
Operating lease liability (current portion) | 3,929 | |
Deferred revenue (current portion) | 1,089 | |
Accrued liability to related party | ||
Deferred payroll taxes | 927 | |
Notes payable (current portion) | 590 | |
Dividend payable | 3,843 | |
Consideration payable | 1,000 | |
Total current liabilities | 26,465 | |
Notes payable | 24 | |
Contingent consideration | 6,500 | |
Borrowings under line of credit | 6,000 | |
Deferred payroll taxes | 927 | |
Operating lease liability | 5,026 | |
Deferred revenue | 216 | |
Deferred tax liability | 300 | |
Total liabilities | 45,458 | |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.001 par value - authorized 7,000,000 shares at September 30, 2021 and December 31, 2020; issued and outstanding 5,295,414 and 5,475,279 shares at September 30, 2021 and December 31, 2020, respectively | 5 | |
Common stock, $0.001 par value - authorized 29,000,000 shares at September 30, 2021 and December 31, 2020; issued 15,614,210 and 14,121,044 shares at September 30, 2021 and December 31, 2020, respectively; 14,873,411 and 13,380,245 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 16 | |
Additional paid-in capital | 133,806 | |
Accumulated deficit | (34,575) | |
Accumulated other comprehensive loss | (1,539) | |
Less: 740,799 common shares held in treasury, at cost at September 30, 2021 and December 31, 2020 | (662) | |
Total shareholders’ equity | 97,051 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 142,509 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts receivable | $ 522 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 7,000,000 | |
Preferred stock, shares issued | 5,475,279 | |
Preferred stock, shares outstanding | 5,475,279 | |
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 29,000,000 | |
Common stock, shares issued | 14,121,044 | |
Common stock, shares outstanding | 13,380,245 | |
Treasury stock, shares | 740,799 | |
Unaudited | ||
Allowance for doubtful accounts receivable | $ 369 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 7,000,000 | |
Preferred stock, shares issued | 5,295,414 | |
Preferred stock, shares outstanding | 5,295,414 | |
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 29,000,000 | |
Common stock, shares issued | 15,614,210 | |
Common stock, shares outstanding | 14,873,411 | |
Treasury stock, shares | 740,799 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
NET REVENUE | $ 38,304,000 | $ 31,639,000 | $ 102,137,000 | $ 73,085,000 | |
OPERATING EXPENSES: | |||||
Direct operating costs | 24,124,000 | 19,718,000 | 62,719,000 | 45,842,000 | |
Selling and marketing | 2,375,000 | 1,571,000 | 6,469,000 | 4,778,000 | |
General and administrative | 5,921,000 | 6,191,000 | 17,814,000 | 17,176,000 | |
Research and development | 488,000 | 2,367,000 | 4,328,000 | 6,846,000 | |
Change in contingent consideration | (500,000) | (500,000) | |||
Depreciation and amortization | 3,547,000 | 3,206,000 | 9,505,000 | 6,944,000 | |
Loss on lease termination, impairment and unoccupied lease charges | 424,000 | 321,000 | 1,664,000 | 681,000 | |
Total operating expenses | 36,879,000 | 32,874,000 | 102,499,000 | 81,767,000 | |
OPERATING INCOME (LOSS) | 1,425,000 | (1,235,000) | (362,000) | (8,682,000) | |
OTHER: | |||||
Interest income | 4,000 | 2,000 | 10,000 | 44,000 | |
Interest expense | (91,000) | (132,000) | (274,000) | (396,000) | |
Other (expense) income - net | (65,000) | (246,000) | (80,000) | 84,000 | |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 1,273,000 | (1,611,000) | (706,000) | (8,950,000) | |
Income tax (benefit) provision | (232,000) | 62,000 | (20,000) | 18,000 | |
NET INCOME (LOSS) | 1,505,000 | (1,673,000) | (686,000) | (8,968,000) | |
Preferred stock dividend | 3,642,000 | 4,230,000 | 10,408,000 | 10,150,000 | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (2,137,000) | $ (5,903,000) | $ (11,094,000) | $ (19,118,000) | |
Net loss per common share: basic and diluted | $ (0.15) | $ (0.46) | $ (0.77) | $ (1.53) | |
Weighted-average common shares used to compute basic and diluted loss per share | 14,737,103 | 12,771,307 | 14,419,968 | 12,493,458 | |
NET INCOME (LOSS) | $ 1,505,000 | $ (1,673,000) | $ (686,000) | $ (8,968,000) | |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||
Foreign currency translation adjustment (a) | [1] | (475,000) | 282,000 | (535,000) | (292,000) |
COMPREHENSIVE INCOME (LOSS) | $ 1,030,000 | $ (1,391,000) | $ (1,221,000) | $ (9,260,000) | |
[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 Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Total | ||
Balance at Dec. 31, 2019 | $ 2 | $ 13 | $ 69,403 | $ (25,075) | $ (843) | $ (662) | $ 42,838 | ||
Balance, shares at Dec. 31, 2019 | 2,539,325 | 12,978,485 | |||||||
Net loss | (2,502) | (2,502) | |||||||
Foreign currency translation adjustment | (590) | (590) | |||||||
Issuance of stock under the equity incentive plan | |||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 28,870 | 129,607 | |||||||
Issuance of preferred stock in connection with the Meridian acquisition | $ 1 | 18,999 | 19,000 | ||||||
Issuance of preferred stock in connection with an acquisition, shares | 760,000 | ||||||||
Issuance of warrants in connection with the Meridian acquisition | 300 | 300 | |||||||
Stock-based compensation, net of cash settlements | 794 | 794 | |||||||
Preferred stock dividends | (2,643) | (2,643) | |||||||
Balance at Mar. 31, 2020 | $ 3 | $ 13 | 86,853 | (27,577) | (1,433) | (662) | 57,197 | ||
Balance, shares at Mar. 31, 2020 | 3,328,195 | 13,108,092 | |||||||
Balance at Dec. 31, 2019 | $ 2 | $ 13 | 69,403 | (25,075) | (843) | (662) | 42,838 | ||
Balance, shares at Dec. 31, 2019 | 2,539,325 | 12,978,485 | |||||||
Net loss | (8,968) | ||||||||
Foreign currency translation adjustment | [1] | (292) | |||||||
Preferred stock dividends | (10,150) | ||||||||
Balance at Sep. 30, 2020 | $ 5 | $ 13 | 138,156 | (34,042) | (1,135) | (662) | 102,335 | ||
Balance, shares at Sep. 30, 2020 | 5,470,473 | 13,876,887 | |||||||
Balance at Mar. 31, 2020 | $ 3 | $ 13 | 86,853 | (27,577) | (1,433) | (662) | 57,197 | ||
Balance, shares at Mar. 31, 2020 | 3,328,195 | 13,108,092 | |||||||
Net loss | (4,792) | (4,792) | |||||||
Foreign currency translation adjustment | 16 | 16 | |||||||
Issuance of preferred stock, net of fees and expenses | $ 1 | 19,013 | 19,014 | ||||||
Issuance of preferred stock, net of fees and expenses, shares | 828,000 | ||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan | |||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 4,803 | 87,398 | |||||||
Issuance of preferred stock in connection with the Meridian acquisition | 5,000 | 5,000 | |||||||
Issuance of preferred stock in connection with an acquisition, shares | 200,000 | ||||||||
Issuance of warrants in connection with the Meridian acquisition | 4,770 | 4,770 | |||||||
Stock-based compensation, net of cash settlements | 1,439 | 1,439 | |||||||
Preferred stock dividends | (3,277) | (3,277) | |||||||
Balance at Jun. 30, 2020 | $ 4 | $ 13 | 113,798 | (32,369) | (1,417) | (662) | 79,367 | ||
Balance, shares at Jun. 30, 2020 | 4,360,998 | 13,195,490 | |||||||
Net loss | (1,673) | (1,673) | |||||||
Foreign currency translation adjustment | 282 | 282 | [1] | ||||||
Issuance of preferred stock, net of fees and expenses | $ 1 | 25,529 | 25,530 | ||||||
Issuance of preferred stock, net of fees and expenses, shares | 1,104,000 | ||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan | |||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 5,475 | 282,048 | |||||||
Release of preferred stock from escrow | (1,392) | (1,392) | |||||||
Stock-based compensation, net of cash settlements | 1,456 | 1,456 | |||||||
Exercise of common stock warrants | 2,995 | 2,995 | |||||||
Exercise of common stock warrants, shares | 399,349 | ||||||||
Preferred stock dividends | (4,230) | (4,230) | |||||||
Balance at Sep. 30, 2020 | $ 5 | $ 13 | 138,156 | (34,042) | (1,135) | (662) | 102,335 | ||
Balance, shares at Sep. 30, 2020 | 5,470,473 | 13,876,887 | |||||||
Balance at Dec. 31, 2020 | $ 5 | $ 14 | 136,781 | (33,889) | (1,004) | (662) | 101,245 | ||
Balance, shares at Dec. 31, 2020 | 5,475,279 | 14,121,044 | |||||||
Net loss | (1,964) | (1,964) | |||||||
Foreign currency translation adjustment | 345 | 345 | |||||||
Issuance of stock under the equity incentive plan | $ 1 | (1) | |||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 27,682 | 161,545 | |||||||
Stock-based compensation, net of cash settlements | 623 | 623 | |||||||
Exercise of common stock warrants | $ 1 | 6,391 | 6,392 | ||||||
Exercise of common stock warrants, shares | 858,000 | ||||||||
Preferred stock dividends | (3,128) | (3,128) | |||||||
Balance at Mar. 31, 2021 | $ 6 | $ 15 | 140,666 | (35,853) | (659) | (662) | 103,513 | ||
Balance, shares at Mar. 31, 2021 | 5,502,961 | 15,140,589 | |||||||
Balance at Dec. 31, 2020 | $ 5 | $ 14 | 136,781 | (33,889) | (1,004) | (662) | 101,245 | ||
Balance, shares at Dec. 31, 2020 | 5,475,279 | 14,121,044 | |||||||
Net loss | (686) | ||||||||
Foreign currency translation adjustment | [1] | (535) | |||||||
Preferred stock dividends | (10,408) | ||||||||
Balance at Sep. 30, 2021 | $ 5 | $ 16 | 133,806 | (34,575) | (1,539) | (662) | 97,051 | ||
Balance, shares at Sep. 30, 2021 | 5,295,414 | 15,614,210 | |||||||
Balance at Mar. 31, 2021 | $ 6 | $ 15 | 140,666 | (35,853) | (659) | (662) | 103,513 | ||
Balance, shares at Mar. 31, 2021 | 5,502,961 | 15,140,589 | |||||||
Net loss | (227) | (227) | |||||||
Foreign currency translation adjustment | (405) | (405) | |||||||
Issuance of preferred stock, net of fees and expenses | 1,360 | 1,360 | |||||||
Issuance of preferred stock, net of fees and expenses, shares | 178,092 | ||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan | |||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 4,244 | 33,724 | |||||||
Cancellation of shares held in escrow | $ (1) | (4,000) | (4,001) | ||||||
Cancellation of shares held in escrow, shares | (215,822) | ||||||||
Stock-based compensation, net of cash settlements | 1,163 | 1,163 | |||||||
Preferred stock dividends | (3,638) | (3,638) | |||||||
Balance at Jun. 30, 2021 | $ 5 | $ 15 | 135,551 | (36,080) | (1,064) | (662) | 97,765 | ||
Balance, shares at Jun. 30, 2021 | 5,291,383 | 15,352,405 | |||||||
Net loss | 1,505 | 1,505 | |||||||
Foreign currency translation adjustment | (475) | (475) | [1] | ||||||
Issuance of preferred stock, net of fees and expenses | $ 1 | 1,168 | 1,169 | ||||||
Issuance of preferred stock, net of fees and expenses, shares | 136,395 | ||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan | |||||||||
Issuance of stock under the Amended and Restated Equity Incentive Plan, shares | 4,031 | 125,410 | |||||||
Stock-based compensation, net of cash settlements | 729 | 729 | |||||||
Preferred stock dividends | (3,642) | (3,642) | |||||||
Balance at Sep. 30, 2021 | $ 5 | $ 16 | $ 133,806 | $ (34,575) | $ (1,539) | $ (662) | $ 97,051 | ||
Balance, shares at Sep. 30, 2021 | 5,295,414 | 15,614,210 | |||||||
[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 Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (686) | $ (8,968) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 9,853 | 6,816 |
Lease amortization | 2,191 | 2,134 |
Deferred revenue | (193) | 160 |
Provision for doubtful accounts | 465 | 296 |
Provision (benefit) for deferred income taxes | 140 | (93) |
Foreign exchange gain | (87) | (63) |
Interest accretion | 599 | 511 |
Gain on sale of assets | (2) | |
Stock-based compensation expense | 4,006 | 4,951 |
Change in contingent consideration | (500) | |
Adjustment of goodwill | 36 | |
Changes in operating assets and liabilities, net of businesses acquired: | ||
Accounts receivable | (1,363) | (1,209) |
Contract asset | (556) | (274) |
Inventory | (101) | 186 |
Other assets | (135) | 106 |
Accounts payable and other liabilities | (6,959) | (8,384) |
Net cash provided by (used in) operating activities | 7,210 | (4,333) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,992) | (1,289) |
Capitalized software | (5,277) | (3,767) |
Cash paid for acquisitions (net) | (12,582) | (23,716) |
Net cash used in investing activities | (19,851) | (28,772) |
FINANCING ACTIVITIES: | ||
Preferred stock dividends paid | (10,806) | (7,798) |
Settlement of tax withholding obligations on stock issued to employees | (2,096) | (1,847) |
Repayments of notes payable, net | (745) | (430) |
Proceeds from exercise of warrants | 6,391 | 2,995 |
Proceeds from issuance of common stock, net of expenses | 2,528 | |
Proceeds from line of credit | 11,000 | 19,500 |
Repayment from line of credit | (5,000) | (19,500) |
Settlement of contingent obligation | (1,325) | |
Net proceeds from issuance of preferred stock | 44,544 | |
Net cash provided by financing activities | 1,272 | 36,139 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (243) | (188) |
NET (DECREASE) INCREASE IN CASH | (11,612) | 2,846 |
CASH - beginning of the period | 20,925 | 19,994 |
CASH AND RESTRICTED CASH - end of the period | 9,313 | 22,840 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred stock (cancelled) issued in connection with an acquisition | (4,000) | 24,000 |
Contingent consideration | 6,500 | |
Vehicle financing obtained | 28 | |
Dividends declared, not paid | 3,843 | 4,097 |
Purchase of prepaid insurance with assumption of note | 967 | 668 |
Warrants issued | 5,070 | |
SUPPLEMENTAL INFORMATION - Cash paid during the period for: | ||
Income taxes | 237 | 64 |
Interest | $ 55 | $ 150 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS CareCloud, Inc., formerly MTBC, Inc. (“CareCloud”, and together with its consolidated subsidiaries, the “Company,” “we,” “us” and/or “our”) is a healthcare information technology company that provides a full suite of proprietary cloud-based solutions, together with related business services, to healthcare providers and hospitals throughout the United States. 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. Our Software-as-a-Service (“SaaS”) platform includes revenue cycle management (“RCM”), practice management (“PM”), electronic health record (“EHR”), business intelligence, telehealth, patient experience management (“PXM”) solutions and complementary software tools and business services for high-performance medical groups and health systems. CareCloud has its corporate offices in Somerset, New Jersey and maintains client support teams throughout the U.S., and offshore offices in Pakistan and Azad Jammu and Kashmir, a region administered by Pakistan (the “Pakistan Offices”), and in Sri Lanka. CareCloud was founded in 1999 under the name Medical Transcription Billing, Corp. and incorporated under the laws of the State of Delaware in 2001. In 2004, the Company formed MTBC Private Limited (or “MTBC Pvt. Ltd.”), a 99.9 0.01 In January 2020, the Company purchased CareCloud Corporation, a company whose name we took. That company is now known as CareCloud Health, Inc. (“CCH”). In June 2020, the Company purchased Meridian Billing Management Co. and its affiliate Origin Holdings, Inc. (collectively “Meridian” and sometimes referred to as “Meridian Medical Management”). During March 2021, the Company formed a new wholly-owned subsidiary, CareCloud Acquisition, Corp. (“CAC”). In June 2021, CAC purchased certain assets and assumed certain liabilities of MedMatica Consulting Associates Inc., (“MedMatica”) and purchased the stock of Santa Rosa Staffing, Inc., (“SRS”). The assets and liabilities of MedMatica were merged into SRS and the company was renamed medSR, Inc. (“medSR”). See Note 3. During 2020, a New Jersey corporation, talkMD Clinicians, PA (“talkMD”), was formed by the wife of the Executive Chairman, who is a licensed physician, to provide telehealth services. talkMD was determined to be a variable interest entity (“VIE”) for financial reporting purposes because the entity will be controlled by the Company. As of September 30, 2021, talkMD had not yet commenced operations. During September 2021, the Company made arrangements to have the income tax returns prepared for talkMD and will advance the funds for the required taxes. The aggregate amount to be advanced is approximately $ 3,500 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 2. 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, 2021, the results of operations for the three months and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. 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, 2020 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, 2020, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 25, 2021. Recent Accounting Pronouncements Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 3. ACQUISITIONS 2021 Acquisition On June 1, 2021, CAC entered into an Asset and Stock Purchase Agreement (“Purchase Agreement”) with MedMatica and its sole shareholder. Pursuant to the Purchase Agreement, CAC acquired (i) all of the issued and outstanding capital stock of SRS, a Delaware corporation, and (ii) all of the MedMatica assets that were used in MedMatica’s and SRS’ business. Certain MedMatica liabilities were also assumed under the Purchase Agreement. The total cash consideration was $ 10 3.8 8 5 MedMatica and SRS are in the business of providing a broad range of specialty consulting services to hospitals and large healthcare groups, including certain consulting services related to healthcare IT application services and implementations, medical practice management, and revenue cycle management. The acquisition has been accounted for as a business combination. A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION medSR Purchase Price ($ in thousands) Cash $ 12,261 Amounts held in escrow 1,571 Contingent consideration 6,500 Preferred stock Warrants Total purchase price $ 20,332 The Company engaged a third party valuation specialist to assist the Company in valuing the assets acquired and liabilities assumed from MedMatica. The following table summarizes the preliminary purchase price allocation. The Company expects to finalize the purchase price allocation during the fourth quarter of 2021 and is finalizing the projections and the valuation of the acquired assets and assumed liabilities. The preliminary purchase price allocation for medSR is summarized as follows: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 2,705 Receivable from seller 396 Prepaid expenses 108 Unbilled receivables 2,402 Property and equipment 94 Customer relationships 4,500 Acquired backlog 500 Goodwill 11,406 Accounts payable (536 ) Accrued expenses & compensation (1,223 ) Deferred revenue (20 ) Total preliminary purchase price allocation $ 20,332 The acquired accounts receivable is recorded at fair value, which represents amounts that have subsequently been paid or were expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill represents the Company’s ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The goodwill from this acquisition is deductible ratably for income tax purposes over fifteen years. The purchase agreement provides that if revenue and EBITDA over the next 18 months exceeds certain specified amounts, there will be an earn-out payment to the seller equal to such excess, up to $13 million. It was estimated that the probable payment will be approximately $ 6.5 million and this amount has been recorded as part of the preliminary purchase price allocation as contingent consideration. As part of the acquisition, $ 1.5 million of the purchase price was held in escrow, which represents $ 500,000 to be paid upon the achievement of agreed upon achievement of certain revenue and backlog milestones, and the balance will be held up to 18 months to satisfy certain indemnification obligations. During the current quarter, the initial portion of the escrow was settled whereby $ 250,000 was paid to the seller and $ 250,000 was offset against the working capital adjustment. The balance of the $ 1.0 million escrow is included in consideration payable and restricted cash in the condensed consolidated balance sheet at September 30, 2021. Approximately $ 12.3 million in cash was paid at closing. The weighted-average amortization period of the acquired intangible assets is approximately three years Revenue earned from the clients obtained from the medSR acquisition on June 1, 2021 was approximately $ 6.3 9.0 The medSR acquisition added additional clients to the Company’s customer base and, similar to previous acquisitions, broadened the Company’s presence in the healthcare information technology industry through expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. 2020 Acquisitions On June 16, 2020, the Company entered into a Stock Purchase Agreement with Meridian Billing Management Co., a Vermont corporation, Origin Holdings, Inc., a Delaware corporation, and GMM II Holdings, LLC, a Delaware limited liability company (“Seller”), pursuant to which the Company purchased all of the issued and outstanding capital stock of Meridian from the Seller. Meridian is in the business of providing medical billing, revenue cycle management, electronic medical records, medical coding and related services. These revenues have been included in the Company’s Healthcare IT segment. The acquisition has been accounted for as a business combination. The total consideration paid at closing was $ 11.9 200,000 2,250,000 7.50 two years 4.8 A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION Meridian Purchase Price ($ in thousands) Cash $ 11,864 Preferred stock 5,000 Warrants 4,770 Total purchase price $ 21,634 Of the Preferred Stock consideration, 100,000 The Company’s Preferred Stock and warrants issued as part of the acquisition consideration were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The warrants were valued using the Black-Scholes method. The Company registered the Preferred Stock and the securities underlying the warrants for resale under the Securities Act. The Meridian acquisition added additional clients to the Company’s customer base and, similar to previous acquisitions, broadened the Company’s presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The Company engaged a third-party valuation specialist to assist the Company in valuing the assets acquired and liabilities assumed from Meridian. The following table summarizes the purchase price allocation: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 3,558 Prepaid expenses 704 Contract asset 881 Property and equipment 426 Operating lease right-of-use assets 2,776 Customer relationships 12,900 Technology 900 Goodwill 13,789 Accounts payable (3,373 ) Accrued expenses & compensation (3,932 ) Deferred revenue (907 ) Operating lease liabilities (6,025 ) Other current liabilities (63 ) Total purchase price allocation $ 21,634 The acquired accounts receivable is recorded at fair value, which represents amounts that have subsequently been paid or were expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill from this acquisition is not deductible for income tax purposes and represents the Company’s ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The weighted-average amortization period of the acquired intangible assets is approximately three years Revenue earned from the clients obtained from the Meridian acquisition was approximately $ 9.4 28.1 10.0 11.4 On January 8, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CareCloud Corporation, a Delaware corporation which was subsequently renamed CareCloud Health, Inc. (“CCH”), MTBC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Runway Growth Credit Fund Inc. (“Runway”), solely in its capacity as a seller representative, pursuant to which Merger Sub merged with and into CCH (the “Merger”), with CCH surviving as a wholly-owned subsidiary of the Company. The Merger became effective simultaneously with the execution of the Merger Agreement. The acquisition has been accounted for as a business combination. The total consideration for the Merger included approximately $ 11.9 5.1 760,000 The Merger Agreement provided that if CCH’s 2020 revenues exceed $36 million, there will be an earn-out payment to the seller equal to such excess, up to $3 million. 2,000,000 1,000,000 7.50 two years 1,000,000 10.00 three years A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION CCH Purchase Price ($ in thousands) Cash $ 11,853 Preferred stock 19,000 Warrants 300 Contingent consideration 1,000 Total purchase price $ 32,153 Of the Preferred Stock consideration, 160,000 24 100,000 18 513,000 160,000 It was determined that 55,822 1.3 102,000 The Company’s Preferred Stock and warrants issued as part of the Merger consideration were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The warrants were valued using the Black-Scholes method. The Company registered the Preferred Stock and the securities underlying the warrants for resale under the Securities Act. The CCH acquisition added additional clients to the Company’s customer base. The Company acquired CCH’s software technology and related business. Similar to previous acquisitions, this transaction broadened the Company’s presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The Company engaged a third-party valuation specialist to assist the Company in valuing the assets acquired and liabilities assumed from CCH. The following table summarizes the purchase price allocation: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 2,299 Prepaid expenses 1,278 Contract asset 538 Property and equipment 403 Operating lease right-of-use assets 2,859 Customer relationships 8,000 Trademark 800 Software 4,800 Goodwill 22,868 Other long term assets 540 Accounts payable (6,943 ) Accrued expenses (2,081 ) Current loan payable (80 ) Operating lease liabilities (2,859 ) Deferred revenue (269 ) Total purchase price allocation $ 32,153 The acquired accounts receivable is recorded at fair value, which represents amounts that have subsequently been paid or were expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill from this acquisition is not deductible for income tax purposes and represents the Company’s ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The weighted-average amortization period of the acquired intangible assets is approximately three years Revenue earned from the clients obtained from the CCH acquisition was approximately $ 8.8 26.0 8.2 23.2 Pro forma financial information (Unaudited) The unaudited pro forma information below represents the condensed consolidated results of operations as if the CCH, Meridian and medSR acquisitions occurred on January 1, 2020. The pro forma information has been included for comparative purposes and is not indicative of results of operations that the Company would have had if the acquisitions occurred on the above date, nor is it necessarily indicative of future results. The unaudited pro forma information reflects material, non-recurring pro forma adjustments directly attributable to the business combinations. The difference between the actual revenue and the pro forma revenue is approximately $ 17.8 million of additional revenue primarily recorded by medSR for the nine months ended September 30, 2021. Other differences arise from amortizing purchased intangibles using the double declining balance method. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands except per share amounts) Total revenue $ 38,304 $ 35,051 $ 119,929 $ 101,318 Net income (loss) $ 2,211 $ (1,112 ) $ 1,593 $ (12,823 ) Net loss attributable to common shareholders $ (1,431 ) $ (5,434 ) $ (8,815 ) $ (23,680 ) Net loss per common share $ (0.10 ) $ (0.43 ) $ (0.61 ) $ (1.90 ) |
GOODWILL AND INTANGIBLE ASSETS-
GOODWILL AND INTANGIBLE ASSETS-NET | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS-NET | 4. 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, 2021 and the year ended December 31, 2020: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Nine Months Ended Year Ended September 30, 2021 December 31, 2020 ($ in thousands) Beginning gross balance $ 49,291 $ 12,634 Acquisitions 11,370 36,657 Ending gross balance $ 60,661 $ 49,291 Intangible assets include customer contracts and relationships and covenants not-to-compete acquired in connection with acquisitions, as well as trademarks acquired and software costs. Intangible assets - net as of September 30, 2021 and December 31, 2020 consist of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS September 30, 2021 December 31, 2020 ($ in thousands) Contracts and relationships acquired $ 48,997 $ 44,497 Capitalized software 10,976 5,760 Non-compete agreements 1,236 1,236 Other intangible assets 8,355 7,906 Total intangible assets 69,564 59,399 Less: Accumulated amortization 37,421 29,421 Intangible assets - net $ 32,143 $ 29,978 Amortization expense was approximately $ 8.0 million and $ 6.0 million for the nine months ended September 30, 2021 and 2020, respectively, and $ 3.1 million and $ 2.8 million for the three months ended September 30, 2021 and 2020, respectively. The remaining weighted-average amortization period is approximately 3.1 years. As of September 30, 2021, future amortization scheduled to be expensed is as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Years ending December 31, ($ in thousands) 2021 (three months) $ 3,731 2022 12,586 2023 9,574 2024 4,601 2025 300 Thereafter 1,351 Total $ 32,143 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | 5. 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 and nine months ended September 30, 2021 and 2020: SCHEDULE OF LOSSES PER SHARE, BASIC AND DILUTED 2021 2020 2021 2020 Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 ($ in thousands, except share and per share amounts) Basic and Diluted: Net loss attributable to common shareholders $ (2,137 ) $ (5,903 ) $ (11,094 ) $ (19,118 ) Weighted-average common shares used to compute basic and diluted loss per share 14,737,103 12,771,307 14,419,968 12,493,458 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.15 ) $ (0.46 ) $ (0.77 ) $ (1.53 ) All unvested restricted stock units (“RSUs”) and unexercised warrants have been excluded from the above calculations as they were anti-dilutive. Vested RSUs, vested restricted shares and exercised warrants have been included in the above calculations. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 6. DEBT SVB 200 10 20 6.0 1.50 6.5 1 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. Vehicle Financing Notes The Company financed certain vehicle purchases both in the United States and in Pakistan. The vehicle financing notes have three to six year terms and were issued at current market rates. Insurance Financing 4.15 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | 7. LEASES We determine if an arrangement is a lease at inception. We have operating leases for office and temporary living space as well as for some office equipment. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liability and non-current operating lease liability in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. Each time the Company acquires a business, the ROU assets and the lease liabilities are recorded at fair value as of the date of acquisition. The Company does not have any finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rates, based on information available at the lease commencement date, in determining the present value of lease payments. We give consideration to our bank financing arrangements, geographical location and collateralization of assets when calculating our incremental borrowing rates. Our lease terms typically include options to extend the lease. We consider the options in determining the ROU assets and lease liabilities. Leases with a term of less than 12 months are not recorded in the condensed consolidated balance sheets. Our lease agreements do not contain any residual value guarantees. For real estate leases, we account for the lease and non-lease components as a single lease component. Some leases include escalation clauses and termination options that are factored in the determination of the lease payments when appropriate. If a lease is modified after the effective date, the operating lease ROU asset and liability are re-measured using the current incremental borrowing rate. During the nine months ended September 30, 2021, there was $ 686,000 300,000 383,000 In February 2021, the Company was able to settle one of the lease obligations assumed in connection with the Meridian acquisition for an amount that approximated the remaining lease liability. During the current quarter, the Company decided to terminate one of its leases in Pakistan which, with a modification, will expire as of the end of the year. The Company does not intend to renew this lease and will consolidate its employees into the remaining facilities. As a result of the termination, the Company incurred a loss of approximately $ 18,000 which has been included in loss on lease termination, impairment and unoccupied lease charges in the September 30, 2021 condensed consolidated statement of operations. Lease expense is included in direct operating costs and general and administrative expenses in the condensed consolidated statements of operations based on the nature of the expense. As of September 30, 2021, we had 37 leased properties, six in Medical Practice Management and 31 in Healthcare IT, with remaining terms ranging from less than one year five years The components of lease expense were as follows: SCHEDULE OF LEASE EXPENSE 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands) Operating lease cost $ 1,066 $ 1,227 $ 3,181 $ 2,861 Short-term lease cost 22 25 65 36 Variable lease cost 11 7 25 22 Total- net lease cost $ 1,099 $ 1,259 $ 3,271 $ 2,919 Short-term lease cost represents leases that were not capitalized as the lease term as of the later of January 1, 2021 or the beginning of the lease was less than 12 months. Variable lease costs include utilities, real estate taxes and common area maintenance costs. Supplemental balance sheet information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES 1 2 September 30, 2021 December 31, 2020 ($ in thousands) Operating leases: Operating lease ROU assets, net $ 7,108 $ 7,743 Current operating lease liabilities $ 3,929 $ 4,729 Non-current operating lease liabilities 5,026 6,297 Total operating lease liabilities $ 8,955 $ 11,026 Operating leases: ROU assets $ 9,310 $ 10,648 Asset lease expense (2,191 ) (2,889 ) Foreign exchange gain (loss) (11 ) (16 ) ROU assets, net $ 7,108 $ 7,743 Weighted average remaining lease term (in years): Operating leases 4.41 2.71 Weighted average discount rate: Operating leases 6.78 % 6.76 % Supplemental cash flow and other information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,316 $ 1,417 $ 4,048 $ 2,860 ROU assets obtained in exchange for lease liabilities: Operating leases, net of impairment and terminations $ 315 $ 203 $ 2,063 $ 6,467 Maturities of lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 5 Operating leases - Year ending December 31, ($ in thousands) 2021 (three months) $ 1,253 2022 4,115 2023 2,024 2024 789 2025 481 Thereafter 1,972 Total lease payments 10,634 Less: imputed interest (1,679 ) Total lease obligations 8,955 Less: current obligations (3,929 ) Long-term lease obligations $ 5,026 As of September 30, 2021, we have one operating lease commitment that has not yet commenced with an aggregate gross lease liability of approximately $ 99,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings On April 23, 2019, the Appellate Division reversed the Chancery Court’s ruling that CareCloud is required to participate in the Arbitration and remanded the case for further proceedings before the Chancery Court on that issue. The Appellate Division upheld the Chancery Court’s ruling that MAC was required to participate in the Arbitration. The parties completed discovery in the remanded matter, and both CareCloud and RPRWC filed cross-motions for summary judgement in their favor. On February 6, 2020, the Chancery Court denied RPRWC’s motion for summary judgment and granted CareCloud’s motion for summary judgment, holding that CareCloud cannot be compelled to participate in the Arbitration. RPRWC has informed CareCloud that it does not intend to appeal the Chancery Court’s ruling and that it intends to move forward solely against MAC in the Arbitration. On March 25, 2020, the Chancery Court lifted the stay of arbitration relative to RPRWC and MAC. Due to conflicting information provided by RPRWC, it is unclear what the extent of the claimed damages are in this matter which at this time appear to be entirely speculative. According to its arbitration demand, RPRWC seeks compensatory damages of $6.6 million, plus costs, for MPMA’s alleged breach of the billing services agreement. 6.6 20 11 From time to time, we may become involved in other legal proceedings arising in the ordinary course of our business. Including the proceedings described above, we are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, consolidated results of operations, financial position or cash flows of the Company. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 9. RELATED PARTIES The Company had sales to a related party, a physician who is the wife of the Executive Chairman. Revenues from this customer were approximately $ 15,000 11,000 6,000 4,000 2,000 The Company was a party to a nonexclusive aircraft dry lease agreement with Kashmir Air, Inc. (“KAI”), which is owned by the Executive Chairman. The Company recorded an expense of approximately $ 80,000 105,000 20,000 32,000 1,000 185,000 The Company leases its corporate offices in New Jersey, its temporary housing for its foreign visitors, a printing and mailing facility and its backup operations center in Bagh, Pakistan, from the Executive Chairman. The related party rent expense for the nine months ended September 30, 2021 and 2020 was approximately $ 140,000 and $ 139,000 , respectively, and the rent expense was approximately $ 47,000 for both the three months ended September 30, 2021 and 2020, respectively, and is included in direct operating costs and general and administrative expense in the condensed consolidated statements of operations. During the nine months ended September 30, 2021, the Company spent approximately $ 1.4 million to upgrade the related party leased facilities and the leased aircraft. Current assets-related party in the condensed consolidated balance sheets includes security deposits and prepaid rent related to the leases of the Company’s corporate offices in the amount of approximately $ 13,000 as of both September 30, 2021 and December 31, 2020. On October 15, 2021, the Company entered into a one-year lease agreement with the Executive Chairman for an apartment for temporary housing in Dubai. Included in ROU assets at September 30, 2021 and December 31, 2020 is approximately $ 119,000 283,000 61,000 57,000 202,000 92,000 During 2020, a New Jersey corporation, talkMD Clinicians, PA (“talkMD”), was formed by the wife of the Executive Chairman, who is a licensed physician, to provide telehealth services. talkMD was determined to be a variable interest entity (“VIE”) for financial reporting purposes because the entity will be controlled by the Company. As of September 30, 2021, talkMD had not yet commenced operations. During September 2021, the Company made arrangements to have the income tax returns prepared for talkMD and will advance the funds for the required taxes. The aggregate amount to be advanced is approximately $ 3,500 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | 10. SHAREHOLDERS’ EQUITY The Company has the right to sell up to $ 50 3 178,092 1.4 136,395 1.2 215,822 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 11. REVENUE Introduction The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Many technology-enabled business solutions are invoiced based on receipt of payment by the practices which are our clients, for medical billing claims where the provider utilized our software or where we submitted a claim. For these solutions, the Company estimates the value of the consideration it will earn over the remaining contractual period as our services are provided and recognizes the fees over the term; this estimation involves predicting the amounts our clients will ultimately collect from the services they provided. The selling price of the Company’s services equals the contractual price. Certain significant estimates, such as payment-to-charge ratios, effective billing rates and the estimated contractual payment periods are required to measure revenue under ASC 606. We apply the portfolio approach as permitted by ASC 606 as a practical expedient to contracts with similar characteristics, and we use estimates and assumptions when accounting for those portfolios. Our contracts generally include standard commercial payment terms. We have no significant obligations for refunds, warranties or similar obligations and our revenue does not include taxes collected from our customers. Disaggregation of Revenue from Contracts with Customers We derive the majority of our revenue from providing technology-enabled business solutions, including our integrated SaaS-based software platform and revenue cycle management services. In addition, we derive revenues from professional services, group purchasing services, printing and mailing services, and medical practice management services. The following table represents a disaggregation of revenue for the three and nine months ended September 30: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands) Healthcare IT: Technology-enabled business solutions $ 27,086 $ 27,078 $ 80,075 $ 61,138 Professional services 6,863 489 10,978 1,278 Printing and mailing services 429 341 1,084 1,094 Group purchasing services 300 283 659 649 Medical Practice Management: Medical practice management services 3,626 3,448 9,341 8,926 Total $ 38,304 $ 31,639 $ 102,137 $ 73,085 Technology-enabled business solutions: Most of our revenue comes from clients who are using subscription-based technology-enabled business solutions. These solutions typically include one or more elements of our proprietary cloud-based software-as-a-service (“SaaS”) platform, along with revenue cycle management and related services. Practice management software automates the labor-intensive workflow of a medical office in a unified and streamlined manner. EHR software allows our healthcare provider clients to deliver better patient care, document their clinical visits effectively and to potentially qualify for government incentives, reduce documentation errors and reduce paperwork. Patient experience management software allows patients to schedule appointments, request refills, and view their electronic records online or via their mobile device. Business intelligence, robotic process automation, patient experience software, customized applications, interfaces and a variety of other technology solutions support our healthcare clients, either in conjunction with our practice management and EHR platform or through interfaces with third-party platforms. When these software elements are part of the technology-enabled business solution, they are normally included in a price, which is normally expressed as a percentage of the practice’s collections. Revenue cycle management services are the recurring process of submitting and following up on claims with health insurance companies in order for the healthcare providers to receive payment for the services they rendered. Approximately 78 22 The Company invoices many customers on a monthly basis based on the actual collections received by customers and the agreed-upon rate in the sales contract. The fee for these services typically includes use of practice management software and related tools (on a SaaS basis), electronic health records (on a SaaS basis), medical billing services and use of mobile health solutions. Alternatively, SaaS fees may be fixed based on the number of providers, or may be variable based on usage. We consider the services to be one performance obligation since the promises are not distinct in the context of the contract. The performance obligation consists of a series of distinct services that are substantially the same and have the same periodic pattern of transfer to our customers. In many cases, our clients may terminate their agreements with 90 days’ notice without cause, thereby limiting the term in which we have enforceable rights and obligations, although this time period can vary between clients. Our payment terms are normally net 30 days. Although our contracts typically have stated terms of one or more years, under ASC 606, our contracts are considered month-to-month and accordingly, there is no financing component. For the majority of our contracts, the total transaction price is variable because our obligation is to process an unknown quantity of claims, as and when requested by our customers over the contract period. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with variable consideration is subsequently resolved. Estimates to determine variable consideration, such as payment to charge ratios, effective billing rates, and the estimated contractual payment periods, are updated at each reporting date. Revenue is recognized over the performance period using the input method. Included in technology-enabled business solutions are ancillary services such as coding, credentialing and transcription that are rendered in connection with the delivery of revenue cycle management and related services. The Company invoices customers monthly, based on the actual amount of services performed at the agreed upon rate in the contract. These services are only offered to revenue cycle management customers. These services do not represent a material right because the services are optional to the customer and customers electing these services are charged the same price for those services as if they were on a standalone basis. Each individual ancillary service transaction processed represents a performance obligation, which is satisfied over time as that individual service is rendered. Also included in technology-enabled business solutions are medical billing clearinghouse services that takes claim information from customers, checks the claims for errors and sends this information electronically to insurance companies. The Company invoices customers on a monthly basis based on the number of claims submitted and the agreed-upon rate in the agreement. This service is provided to medical practices and providers to medical practices who are not revenue cycle management customers. The performance obligation is satisfied once the relevant submissions are completed. Professional services: The Company provides implementation and professional services to certain customers and records revenue monthly on a time and materials or a fixed rate basis. These services consist of implementation, advisory and on demand staffing. This is a separate performance obligation from any revenue cycle management and SaaS services provided, for which the Company receives and records monthly fees. The performance obligation is satisfied over time as the professional services are rendered. Substantially all of the professional services obligations consist of a series of distinct services that are substantially the same and have the same periodic pattern of transfer to our customers. Revenue is recognized over time. Other revenue streams The Company provides printing and mailing services for both technology-enabled business solutions and a customer that does not utilize our technology-enabled business solutions, and invoices on a monthly basis based on the number of prints, the agreed-upon rate per print and the postage incurred. The performance obligation is satisfied once the printing and mailing is completed. The Company also provides group purchasing services that enable medical providers to purchase various vaccines directly from selected pharmaceutical companies at a discounted price. Currently, there are approximately 4,000 medical providers who are members of the program. Revenue is recognized as the vaccine shipments are made to the medical providers. Fees from the pharmaceutical companies are paid either quarterly or annually and the Company adjusts its revenue accrual at the time of payment. The Company makes significant judgments regarding the variable consideration that we expect to be entitled to for the group purchasing services, which includes the anticipated shipments to the members enrolled in the program, anticipated volumes of purchases made by the members, and the changes in the number of members. The amounts recorded are constrained by estimates of decreases in shipments and loss of members to avoid a significant revenue reversal in the subsequent period. The only performance obligation is to provide the pharmaceutical companies with the medical providers who want to become members in order to purchase vaccines. The performance obligation is satisfied once the medical provider agrees to purchase a specific quantity of vaccines and the medical provider’s information is forwarded to the vaccine suppliers. The Company records a contract asset for revenue earned and not paid, as the ultimate payment is conditioned on achieving certain volume thresholds. For all of the above revenue streams other than group purchasing services and printing and mailing, revenue is recognized over time, which is typically one month or less, which closely matches the point in time that the customer simultaneously receives and consumes the benefits provided by the Company. For the group purchasing services, revenue is recognized at a point in time. Each service is substantially the same and has the same periodic pattern of transfer to the customer. Each of the services provided above is considered a separate performance obligation. Medical practice management services: The Company also provides medical practice management services under long-term management service agreements to three medical practices. We provide the medical practices with the nurses, administrative support, facilities, supplies, equipment, marketing, RCM, accounting, and other non-clinical services needed to efficiently operate their practices. Revenue is recognized as the services are provided to the medical practices. Revenue recorded in the consolidated statements of operations represents the reimbursement of costs paid by the Company for the practices and the management fee earned each month for managing the practice. The management fee is based on either a fixed fee or a percentage of the net operating income. The Company assumes all financial risk for the performance of the managed medical practices. Revenue is impacted by the amount of the costs incurred by the practices and their operating income. The gross billing of the practices is impacted by billing rates, changes in current procedural terminology code reimbursement and collection trends which impacts the management fee that the Company is entitled to. Billing rates are reviewed at least annually and adjusted based on current insurer reimbursement practices. The performance obligation is satisfied as the management services are provided. Our contracts for medical practice management services have approximately an additional 20 years remaining and are only cancellable under very limited circumstances. The Company receives a management fee each month for managing the day-to-day business operations of each medical group as a fixed fee or a percentage payment of the net operating income, which is included in revenue in the condensed consolidated statements of operations. Our medical practice management services obligations consist of a series of distinct services that are substantially the same and have the same periodic pattern of transfer to our customers. Revenue is recognized over time; however, for reporting and convenience purposes, the management fee is computed at each month end. Information about contract balances: The contract assets in the condensed consolidated balance sheets represent the revenue associated with the amounts we estimate our clients will ultimately collect if our charges are based on a percentage of collections, together with amounts related to the group purchasing services. As of September 30, 2021, the estimated revenue expected to be recognized in the future related to the remaining performance obligations outstanding was approximately $ 4.1 544,000 Accounts receivable are shown separately at their net realizable value in our condensed consolidated balance sheets. Amounts that we are entitled to collect under the applicable contract are recorded as accounts receivable. Invoicing is performed at the end of each month when the services have been provided. The contract asset results from our revenue cycle management services and is due to the timing of revenue recognition, submission of claims from our customers and payments from the insurance providers. The contract asset includes our right to payment for services already transferred to a customer when the right to payment is conditional on something other than the passage of time. For example, contracts for revenue cycle management services where we recognize revenue over time but do not have a contractual right to payment until the customer receives payment of their claim from the insurance provider. The contract asset also includes the revenue accrued, not received, for the group purchasing services. The contract asset was approximately $ 4.7 4.1 SCHEDULE OF ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE Accounts Receivable, Net Contract Asset Deferred Revenue (current) Deferred Revenue ($ in thousands) Balance as of January 1, 2021 $ 12,089 $ 4,105 $ 1,173 $ 305 medSR acquisition 2,705 2,402 20 - Meridian acquisition - - - - Increase (decrease), net 3,300 (1,846 ) (104 ) (89 ) Balance as of September 30, 2021 $ 18,094 $ 4,661 $ 1,089 $ 216 Balance as of January 1, 2020 $ 6,995 $ 2,385 $ 20 $ 19 CCH acquisition 2,299 538 - 269 Meridian acquisition 3,558 881 907 - Increase (decrease), net 913 274 288 (128 ) Balance as of September 30, 2020 $ 13,765 $ 4,078 $ 1,215 $ 160 Deferred commissions: Our sales incentive plans include commissions payable to employees and third parties at the time of initial contract execution that are capitalized as incremental costs to obtain a contract. The capitalized commissions are amortized over the period the related services are transferred. As we do not offer commissions on contract renewals, we have determined the amortization period to be the estimated client life which is three years for contracts entered into by CCH. Deferred commissions were approximately $ 922,000 870,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [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 1,351,000 1,500,000 100,000 200,000 2,000,000 300,000 1,344,833 323,878 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 share per RSU, immediately after a change in control, as defined in the award agreement. The preferred stock RSUs contain a similar provision, which vest and convert to Preferred Stock upon a change in control. Common and preferred stock RSUs In January 2021, the Compensation Committee approved executive bonuses to be paid in shares of Preferred Stock, with the number of shares and the amount based on specified criteria being achieved during the year 2021. The actual amount will be settled in early 2022 based on the achievement of the specified criteria. For the nine months ended September 30, 2021, an expense of approximately $ 749,000 The following table summarizes the RSU transactions related to the common and preferred stock under the Equity Incentive Plan for the nine months ended September 30, 2021 and 2020: DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Common Stock Preferred Stock Outstanding and unvested shares at January 1, 2021 382,435 44,000 Granted 458,467 46,197 Vested (475,120 ) (56,197 ) Forfeited (85,286 ) - Outstanding and unvested shares at September 30, 2021 280,496 34,000 Outstanding and unvested shares at January 1, 2020 451,085 44,000 Granted 777,884 59,673 Vested (667,436 ) (59,673 ) Forfeited (82,428 ) - Outstanding and unvested shares at September 30, 2020 479,105 44,000 The total outstanding and unvested common stock RSUs at September 30, 2021 are classified as equity. Stock-based compensation expense 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 stock or preferred stock on the date of grant is used in recording the fair value of the award and includes the related taxes. For stock awards classified as a liability, the earned amount is marked to market based on the end of period common stock price. The liability for the cash-settled awards was approximately $ 559,000 976,000 The following table summarizes the components of share-based compensation expense for the three months and nine months ended September 30, 2021 and 2020: SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS Stock-based compensation included in the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 ($ in thousands) Direct operating costs $ 207 $ 379 $ 766 $ 809 General and administrative 737 819 2,482 2,887 Research and development (3 ) 262 206 516 Selling and marketing 63 303 552 739 Total stock-based compensation expense $ 1,004 $ 1,763 $ 4,006 $ 4,951 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The income tax benefit for the three months ended September 30, 2021 was approximately $ 232,000 comprised of a current tax benefit of $ 245,000 and a deferred tax expense of $ 13,000 . The Company filed a carryback claim for approximately $ 285,000 with the Internal Revenue Service to recover taxes previously paid by Meridian prior to its acquisition of Meridian. The income tax benefit for the nine months ended September 30, 2021 was approximately $ 20,000 , comprised of a current tax benefit of $ 160,000 and a deferred tax expense of $ 140,000 . The deferred tax expense is not anticipated to result in a cash payment. The carryback claim receivable is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet at September 30, 2021. With the exception of the carryback claim tax benefit mentioned above, the current income tax provision for the nine months ended September 30, 2021 and 2020 primarily relates to state minimum taxes and foreign income taxes. The deferred tax provision for the three and nine months ended September 30, 2021 and 2020 relates to the book and tax difference of amortization on indefinite-lived intangibles, primarily goodwill. To the extent allowable, the federal deferred tax provision has been offset by the indefinite life net operating loss. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. Several new corporate tax provisions were included in the CARES Act, including, but not limited to, the following: increasing the limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general - from 39 years 15 years the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. 1.9 The Company 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 the Federal and state deferred tax assets as of September 30, 2021 and December 31, 2020. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 14. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market participant assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The fair values of assets and liabilities required to be measured at fair value are categorized based upon the level of judgement associated with the inputs used to measure their value in one of the following three categories: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. We held no Level 1 financial instruments at September 30, 2021 or December 31, 2020. Level 2: Quoted prices for similar instruments in active markets with inputs that are observable, either directly or indirectly. Our Level 2 financial instruments include notes payable which are carried at cost and approximate fair value since the interest rates being charged approximate market rates. Level 3: Unobservable inputs are significant to the fair value of the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Our Level 3 instrument includes the fair value of contingent consideration related to completed acquisitions. The fair value at September 30, 2020 is based on a discounted cash flow analysis reflecting the likelihood of achieving specified performance measure or events and captures the contractual nature of the contingencies, the passage of time and the associated discount rate. As of September 30, 2021, the contingent consideration is valued using a Monte Carlo simulation model. 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): SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs, Level 3 Nine Months Ended 2021 2020 ($ in thousands) Balance - January 1, $ - $ - Acquisitions 6,500 1,000 Change in fair value - (500 ) Payments - - Balance - September 30, $ 6,500 $ 500 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 15. SEGMENT REPORTING The Company’s Chief Executive Officer and Executive Chairman jointly serve as the Chief Operating Decision Maker (“CODM”), organize the Company, manage resource allocations and measure performance among two The Healthcare IT segment includes revenue cycle management, SaaS solutions and other services. The Medical Practice Management segment includes the management of three medical practices. Each segment is considered a reporting unit. The CODM evaluates financial performance of the business units on the basis of revenue and direct operating costs excluding unallocated amounts, that are mainly corporate overhead costs. Our CODM does not evaluate operating segments using asset or liability information. The accounting policies of the segments are the same as those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021. The following tables present revenues, operating expenses and operating (loss) income by reportable segment: SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT Nine Months Ended September 30, 2021 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 92,797 $ 9,340 $ - $ 102,137 Operating expenses: Direct operating costs 55,473 7,246 - 62,719 Selling and marketing 6,446 23 - 6,469 General and administrative 10,175 1,487 6,152 17,814 Research and development 4,328 - - 4,328 Change in contingent consideration - - - - Depreciation and amortization 9,251 254 - 9,505 Loss on lease termination, impairment and unoccupied lease charges 1,664 - - 1,664 Total operating expenses 87,337 9,010 6,152 102,499 Operating income (loss) $ 5,460 $ 330 $ (6,152 ) $ (362 ) Three Months Ended September 30, 2021 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 34,678 $ 3,626 $ - $ 38,304 Operating expenses: Direct operating costs 21,324 2,800 - 24,124 Selling and marketing 2,368 7 - 2,375 General and administrative 3,336 471 2,114 5,921 Research and development 488 - - 488 Depreciation and amortization 3,459 88 - 3,547 Loss on lease termination, impairment and unoccupied lease charges 424 - - 424 Total operating expenses 31,399 3,366 2,114 36,879 Operating income (loss) $ 3,279 $ 260 $ (2,114 ) $ 1,425 Nine Months Ended September 30, 2020 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 64,159 $ 8,926 $ - $ 73,085 Operating expenses: Direct operating costs 39,074 6,768 - 45,842 Selling and marketing 4,753 25 - 4,778 General and administrative 11,067 1,493 4,616 17,176 Research and development 6,846 - - 6,846 Change in contingent consideration (500 ) - - (500 ) Depreciation and amortization 6,706 238 - 6,944 Impairment charges 681 - - 681 Total operating expenses 68,627 8,524 4,616 81,767 Operating (loss) income $ (4,468 ) $ 402 $ (4,616 ) $ (8,682 ) Three Months Ended September 30, 2020 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 28,191 $ 3,448 $ - $ 31,639 Operating expenses: Direct operating costs 17,147 2,571 - 19,718 Selling and marketing 1,563 8 - 1,571 General and administrative 4,173 468 1,550 6,191 Research and development 2,367 - - 2,367 Change in contingent consideration (500 ) - - (500 ) Depreciation and amortization 3,127 79 - 3,206 Impairment charges 321 - - 321 Total operating expenses 28,198 3,126 1,550 32,874 Operating (loss) income $ (7 ) $ 322 $ (1,550 ) $ (1,235 ) |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION | SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands except per share amounts) Total revenue $ 38,304 $ 35,051 $ 119,929 $ 101,318 Net income (loss) $ 2,211 $ (1,112 ) $ 1,593 $ (12,823 ) Net loss attributable to common shareholders $ (1,431 ) $ (5,434 ) $ (8,815 ) $ (23,680 ) Net loss per common share $ (0.10 ) $ (0.43 ) $ (0.61 ) $ (1.90 ) |
Acqisition 2021 [Member] | Meridian Billing Management Co [Member] | |
Asset Acquisition [Line Items] | |
SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION | A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION medSR Purchase Price ($ in thousands) Cash $ 12,261 Amounts held in escrow 1,571 Contingent consideration 6,500 Preferred stock Warrants Total purchase price $ 20,332 |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The preliminary purchase price allocation for medSR is summarized as follows: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 2,705 Receivable from seller 396 Prepaid expenses 108 Unbilled receivables 2,402 Property and equipment 94 Customer relationships 4,500 Acquired backlog 500 Goodwill 11,406 Accounts payable (536 ) Accrued expenses & compensation (1,223 ) Deferred revenue (20 ) Total preliminary purchase price allocation $ 20,332 |
Acqisition 2020 [Member] | Meridian Billing Management Co [Member] | |
Asset Acquisition [Line Items] | |
SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION | A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION Meridian Purchase Price ($ in thousands) Cash $ 11,864 Preferred stock 5,000 Warrants 4,770 Total purchase price $ 21,634 |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 3,558 Prepaid expenses 704 Contract asset 881 Property and equipment 426 Operating lease right-of-use assets 2,776 Customer relationships 12,900 Technology 900 Goodwill 13,789 Accounts payable (3,373 ) Accrued expenses & compensation (3,932 ) Deferred revenue (907 ) Operating lease liabilities (6,025 ) Other current liabilities (63 ) Total purchase price allocation $ 21,634 |
Acqisition 2020 [Member] | Care Cloud Health Inc [Member] | |
Asset Acquisition [Line Items] | |
SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION | A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION CCH Purchase Price ($ in thousands) Cash $ 11,853 Preferred stock 19,000 Warrants 300 Contingent consideration 1,000 Total purchase price $ 32,153 |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 2,299 Prepaid expenses 1,278 Contract asset 538 Property and equipment 403 Operating lease right-of-use assets 2,859 Customer relationships 8,000 Trademark 800 Software 4,800 Goodwill 22,868 Other long term assets 540 Accounts payable (6,943 ) Accrued expenses (2,081 ) Current loan payable (80 ) Operating lease liabilities (2,859 ) Deferred revenue (269 ) Total purchase price allocation $ 32,153 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS-NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Nine Months Ended Year Ended September 30, 2021 December 31, 2020 ($ in thousands) Beginning gross balance $ 49,291 $ 12,634 Acquisitions 11,370 36,657 Ending gross balance $ 60,661 $ 49,291 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS September 30, 2021 December 31, 2020 ($ in thousands) Contracts and relationships acquired $ 48,997 $ 44,497 Capitalized software 10,976 5,760 Non-compete agreements 1,236 1,236 Other intangible assets 8,355 7,906 Total intangible assets 69,564 59,399 Less: Accumulated amortization 37,421 29,421 Intangible assets - net $ 32,143 $ 29,978 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | As of September 30, 2021, future amortization scheduled to be expensed is as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Years ending December 31, ($ in thousands) 2021 (three months) $ 3,731 2022 12,586 2023 9,574 2024 4,601 2025 300 Thereafter 1,351 Total $ 32,143 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
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 and nine months ended September 30, 2021 and 2020: SCHEDULE OF LOSSES PER SHARE, BASIC AND DILUTED 2021 2020 2021 2020 Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 ($ in thousands, except share and per share amounts) Basic and Diluted: Net loss attributable to common shareholders $ (2,137 ) $ (5,903 ) $ (11,094 ) $ (19,118 ) Weighted-average common shares used to compute basic and diluted loss per share 14,737,103 12,771,307 14,419,968 12,493,458 Net loss attributable to common shareholders per share - Basic and Diluted $ (0.15 ) $ (0.46 ) $ (0.77 ) $ (1.53 ) |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
SCHEDULE OF LEASE EXPENSE | The components of lease expense were as follows: SCHEDULE OF LEASE EXPENSE 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands) Operating lease cost $ 1,066 $ 1,227 $ 3,181 $ 2,861 Short-term lease cost 22 25 65 36 Variable lease cost 11 7 25 22 Total- net lease cost $ 1,099 $ 1,259 $ 3,271 $ 2,919 |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES | Supplemental balance sheet information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES 1 2 September 30, 2021 December 31, 2020 ($ in thousands) Operating leases: Operating lease ROU assets, net $ 7,108 $ 7,743 Current operating lease liabilities $ 3,929 $ 4,729 Non-current operating lease liabilities 5,026 6,297 Total operating lease liabilities $ 8,955 $ 11,026 Operating leases: ROU assets $ 9,310 $ 10,648 Asset lease expense (2,191 ) (2,889 ) Foreign exchange gain (loss) (11 ) (16 ) ROU assets, net $ 7,108 $ 7,743 Weighted average remaining lease term (in years): Operating leases 4.41 2.71 Weighted average discount rate: Operating leases 6.78 % 6.76 % |
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES | Supplemental cash flow and other information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,316 $ 1,417 $ 4,048 $ 2,860 ROU assets obtained in exchange for lease liabilities: Operating leases, net of impairment and terminations $ 315 $ 203 $ 2,063 $ 6,467 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 5 Operating leases - Year ending December 31, ($ in thousands) 2021 (three months) $ 1,253 2022 4,115 2023 2,024 2024 789 2025 481 Thereafter 1,972 Total lease payments 10,634 Less: imputed interest (1,679 ) Total lease obligations 8,955 Less: current obligations (3,929 ) Long-term lease obligations $ 5,026 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue for the three and nine months ended September 30: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands) Healthcare IT: Technology-enabled business solutions $ 27,086 $ 27,078 $ 80,075 $ 61,138 Professional services 6,863 489 10,978 1,278 Printing and mailing services 429 341 1,084 1,094 Group purchasing services 300 283 659 649 Medical Practice Management: Medical practice management services 3,626 3,448 9,341 8,926 Total $ 38,304 $ 31,639 $ 102,137 $ 73,085 |
SCHEDULE OF ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE | SCHEDULE OF ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE Accounts Receivable, Net Contract Asset Deferred Revenue (current) Deferred Revenue ($ in thousands) Balance as of January 1, 2021 $ 12,089 $ 4,105 $ 1,173 $ 305 medSR acquisition 2,705 2,402 20 - Meridian acquisition - - - - Increase (decrease), net 3,300 (1,846 ) (104 ) (89 ) Balance as of September 30, 2021 $ 18,094 $ 4,661 $ 1,089 $ 216 Balance as of January 1, 2020 $ 6,995 $ 2,385 $ 20 $ 19 CCH acquisition 2,299 538 - 269 Meridian acquisition 3,558 881 907 - Increase (decrease), net 913 274 288 (128 ) Balance as of September 30, 2020 $ 13,765 $ 4,078 $ 1,215 $ 160 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD | The following table summarizes the RSU transactions related to the common and preferred stock under the Equity Incentive Plan for the nine months ended September 30, 2021 and 2020: DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Common Stock Preferred Stock Outstanding and unvested shares at January 1, 2021 382,435 44,000 Granted 458,467 46,197 Vested (475,120 ) (56,197 ) Forfeited (85,286 ) - Outstanding and unvested shares at September 30, 2021 280,496 34,000 Outstanding and unvested shares at January 1, 2020 451,085 44,000 Granted 777,884 59,673 Vested (667,436 ) (59,673 ) Forfeited (82,428 ) - Outstanding and unvested shares at September 30, 2020 479,105 44,000 |
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 and nine months ended September 30, 2021 and 2020: SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS Stock-based compensation included in the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 ($ in thousands) Direct operating costs $ 207 $ 379 $ 766 $ 809 General and administrative 737 819 2,482 2,887 Research and development (3 ) 262 206 516 Selling and marketing 63 303 552 739 Total stock-based compensation expense $ 1,004 $ 1,763 $ 4,006 $ 4,951 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF 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): SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Fair Value Measurement at Reporting Date Using Significant Unobservable Inputs, Level 3 Nine Months Ended 2021 2020 ($ in thousands) Balance - January 1, $ - $ - Acquisitions 6,500 1,000 Change in fair value - (500 ) Payments - - Balance - September 30, $ 6,500 $ 500 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT | SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT Nine Months Ended September 30, 2021 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 92,797 $ 9,340 $ - $ 102,137 Operating expenses: Direct operating costs 55,473 7,246 - 62,719 Selling and marketing 6,446 23 - 6,469 General and administrative 10,175 1,487 6,152 17,814 Research and development 4,328 - - 4,328 Change in contingent consideration - - - - Depreciation and amortization 9,251 254 - 9,505 Loss on lease termination, impairment and unoccupied lease charges 1,664 - - 1,664 Total operating expenses 87,337 9,010 6,152 102,499 Operating income (loss) $ 5,460 $ 330 $ (6,152 ) $ (362 ) Three Months Ended September 30, 2021 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 34,678 $ 3,626 $ - $ 38,304 Operating expenses: Direct operating costs 21,324 2,800 - 24,124 Selling and marketing 2,368 7 - 2,375 General and administrative 3,336 471 2,114 5,921 Research and development 488 - - 488 Depreciation and amortization 3,459 88 - 3,547 Loss on lease termination, impairment and unoccupied lease charges 424 - - 424 Total operating expenses 31,399 3,366 2,114 36,879 Operating income (loss) $ 3,279 $ 260 $ (2,114 ) $ 1,425 Nine Months Ended September 30, 2020 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 64,159 $ 8,926 $ - $ 73,085 Operating expenses: Direct operating costs 39,074 6,768 - 45,842 Selling and marketing 4,753 25 - 4,778 General and administrative 11,067 1,493 4,616 17,176 Research and development 6,846 - - 6,846 Change in contingent consideration (500 ) - - (500 ) Depreciation and amortization 6,706 238 - 6,944 Impairment charges 681 - - 681 Total operating expenses 68,627 8,524 4,616 81,767 Operating (loss) income $ (4,468 ) $ 402 $ (4,616 ) $ (8,682 ) Three Months Ended September 30, 2020 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 28,191 $ 3,448 $ - $ 31,639 Operating expenses: Direct operating costs 17,147 2,571 - 19,718 Selling and marketing 1,563 8 - 1,571 General and administrative 4,173 468 1,550 6,191 Research and development 2,367 - - 2,367 Change in contingent consideration (500 ) - - (500 ) Depreciation and amortization 3,127 79 - 3,206 Impairment charges 321 - - 321 Total operating expenses 28,198 3,126 1,550 32,874 Operating (loss) income $ (7 ) $ 322 $ (1,550 ) $ (1,235 ) |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2004 |
talkMD Clinicians, PA [Member] | ||
OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems [Line Items] | ||
Advance to related party | $ 3,500 | |
MTBC Private Limited [Member] | ||
OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems [Line Items] | ||
Equity method investment, ownership percentage | 99.90% | |
MTBC Private Limited [Member] | Founder and Executive Chairman [Member] | ||
OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems [Line Items] | ||
Equity method investment, ownership percentage | 0.01% |
SUMMARY OF TOTAL CONSIDERATION
SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Jun. 16, 2020 | Jan. 08, 2020 |
Meridian Acquisition [Member] | Acqisition 2021 [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 12,261 | ||
Amounts held in escrow | 1,571 | ||
Contingent consideration | 6,500 | ||
Total purchase price | $ 20,332 | ||
Meridian Acquisition [Member] | Acqisition 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 11,864 | ||
Preferred stock | 5,000 | ||
Warrants | 4,770 | ||
Total purchase price | $ 21,634 | ||
Care Cloud Health Inc [Member] | Acqisition 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 11,853 | ||
Contingent consideration | 1,000 | ||
Preferred stock | 19,000 | ||
Warrants | 300 | ||
Total purchase price | $ 32,153 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Dec. 31, 2020 | Jun. 16, 2020 | Jan. 08, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 49,291 | |||
Meridian Acquisition [Member] | Acqisition 2021 [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 2,705 | |||
Receivable from seller | 396 | |||
Prepaid expenses | 108 | |||
Unbilled receivables | 2,402 | |||
Property and equipment | 94 | |||
Customer relationships | 4,500 | |||
Acquired backlog | 500 | |||
Goodwill | 11,406 | |||
Accounts payable | (536) | |||
Accrued expenses | (1,223) | |||
Deferred revenue | (20) | |||
Total purchase price allocation | $ 20,332 | |||
Meridian Acquisition [Member] | Acqisition 2020 [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 3,558 | |||
Prepaid expenses | 704 | |||
Property and equipment | 426 | |||
Customer relationships | 12,900 | |||
Goodwill | 13,789 | |||
Accounts payable | (3,373) | |||
Accrued expenses | (3,932) | |||
Deferred revenue | (907) | |||
Total purchase price allocation | 21,634 | |||
Contract asset | 881 | |||
Operating lease right-of-use assets | 2,776 | |||
Technology | 900 | |||
Operating lease liabilities | (6,025) | |||
Other current liabilities | $ (63) | |||
Care Cloud Health Inc [Member] | Acqisition 2020 [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 2,299 | |||
Prepaid expenses | 1,278 | |||
Property and equipment | 403 | |||
Customer relationships | 8,000 | |||
Goodwill | 22,868 | |||
Accounts payable | (6,943) | |||
Accrued expenses | (2,081) | |||
Deferred revenue | (269) | |||
Total purchase price allocation | 32,153 | |||
Contract asset | 538 | |||
Operating lease right-of-use assets | 2,859 | |||
Operating lease liabilities | (2,859) | |||
Trademark | 800 | |||
Software | 4,800 | |||
Other long term assets | 540 | |||
Current loan payable | $ (80) |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Total revenue | $ 38,304 | $ 35,051 | $ 119,929 | $ 101,318 |
Net income (loss) | 2,211 | (1,112) | 1,593 | (12,823) |
Net loss attributable to common shareholders | $ (1,431) | $ (5,434) | $ (8,815) | $ (23,680) |
Net loss per common share | $ (0.10) | $ (0.43) | $ (0.61) | $ (1.90) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Jun. 01, 2021 | Jun. 16, 2020 | Jan. 08, 2020 | Apr. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Current | ||||||||||||||
Accrued dividends on preferred stock (reversed) | $ 3,642,000 | $ 3,638,000 | $ 3,128,000 | $ 4,230,000 | $ 3,277,000 | $ 2,643,000 | $ 10,408,000 | $ 10,150,000 | ||||||
Business Acquisition, Pro Forma Revenue | 38,304,000 | 35,051,000 | 119,929,000 | 101,318,000 | ||||||||||
Preferred Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accrued dividends on preferred stock (reversed) | ||||||||||||||
Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accrued dividends on preferred stock (reversed) | ||||||||||||||
Meridian Acquisition [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 9,400,000 | 10,000,000 | 28,100,000 | 11,400,000 | ||||||||||
Asset and Stock Purchase Agreement [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 9,000,000 | |||||||||||||
Care Cloud Health Inc [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 8,800,000 | $ 8,200,000 | 26,000,000 | $ 23,200,000 | ||||||||||
Business Acquisition, Pro Forma Revenue | 17,800,000 | |||||||||||||
Care Cloud Health Inc [Member] | Other Warrants [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants and rights outstanding term | 3 years | |||||||||||||
Asset and Stock Purchase Agreement [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Working capital deficiency | $ 3,800,000 | 250,000 | $ 250,000 | |||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 6,300,000 | 9,000,000 | ||||||||||||
Asset and Stock Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum earn-out payments based upon acheivements | 8,000,000 | |||||||||||||
Asset and Stock Purchase Agreement [Member] | Meridian Acquisition [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration paid | $ 10,000,000 | $ 250,000 | ||||||||||||
Revenues earn-out payment, description | The purchase agreement provides that if revenue and EBITDA over the next 18 months exceeds certain specified amounts, there will be an earn-out payment to the seller equal to such excess, up to $13 million. | |||||||||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 6,500,000 | |||||||||||||
[custom:PurchasePriceHeldInEscrow] | 1,500,000 | |||||||||||||
[custom:PaymentsUponRevenueAndBacklogMilestones] | $ 500,000 | |||||||||||||
Additional shares held in escrow, term | 18 months | |||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,000,000 | |||||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 12,300,000 | |||||||||||||
Acquired finite lived intangible assets weighted average useful life | 3 years | |||||||||||||
Asset and Stock Purchase Agreement [Member] | Meridian Acquisition [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum earn-out payments based upon acheivements | $ 5,000,000 | |||||||||||||
Stock Purchase Agreement [Member] | Preferred Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration paid | $ 11,900,000 | |||||||||||||
Number of shares issued | 200,000 | |||||||||||||
Aggregate value of Meridian's negative net working capital and certain long-term lease liabilities | $ 4,800,000 | |||||||||||||
Shares held in escrow | 100,000 | |||||||||||||
Stock Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants to purchase | 2,250,000 | |||||||||||||
Warrants exercise price | $ 7.50 | |||||||||||||
Warrants and rights outstanding term | 2 years | |||||||||||||
Stock Purchase Agreement [Member] | Meridian Acquisition [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired finite lived intangible assets weighted average useful life | 3 years | |||||||||||||
Merger Agreement [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Working capital deficiency | $ 5,100,000 | |||||||||||||
Revenues earn-out payment, description | The Merger Agreement provided that if CCH’s 2020 revenues exceed $36 million, there will be an earn-out payment to the seller equal to such excess, up to $3 million. | |||||||||||||
Additional shares held in escrow, term | 18 months | |||||||||||||
Shares held in escrow | 160,000 | 160,000 | ||||||||||||
Additional shares held in escrow | 100,000 | |||||||||||||
Accrued dividends on preferred stock (reversed) | $ 513,000 | $ 102,000 | ||||||||||||
Shares released from escrow | 55,822 | |||||||||||||
Cash payment | $ 1,300,000 | |||||||||||||
Merger Agreement [Member] | Preferred Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration paid | $ 11,900,000 | |||||||||||||
Number of shares issued | 760,000 | |||||||||||||
Shares held in escrow, term | 24 months | |||||||||||||
Merger Agreement [Member] | Warrant [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants to purchase | 2,000,000 | |||||||||||||
Merger Agreement [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants to purchase | 1,000,000 | |||||||||||||
Warrants exercise price | $ 7.50 | |||||||||||||
Warrants and rights outstanding term | 2 years | |||||||||||||
Merger Agreement [Member] | Other Warrants [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants to purchase | 1,000,000 | |||||||||||||
Warrants exercise price | $ 10 | |||||||||||||
Warrants and rights outstanding term | 3 years |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning gross balance | $ 49,291 | $ 12,634 |
Acquisitions | 11,370 | 36,657 |
Ending gross balance | $ 60,661 | $ 49,291 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 69,564 | $ 59,399 |
Less: Accumulated amortization | 37,421 | 29,421 |
Intangible assets - net | 32,143 | 29,978 |
Contracts and Relationships Acquired [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 48,997 | 44,497 |
Capitalized Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 10,976 | 5,760 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,236 | 1,236 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 8,355 | $ 7,906 |
SCHEDULE OF FINITE-LIVED INTA_2
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (three months) | $ 3,731 | |
2022 | 12,586 | |
2023 | 9,574 | |
2024 | 4,601 | |
2025 | 300 | |
Thereafter | 1,351 | |
Total | $ 32,143 | $ 29,978 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS-NET (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 3.1 | $ 2.8 | $ 8 | $ 6 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years 1 month 6 days |
SCHEDULE OF LOSSES PER SHARE, B
SCHEDULE OF LOSSES PER SHARE, BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common shareholders | $ (2,137) | $ (5,903) | $ (11,094) | $ (19,118) |
Weighted-average common shares used to compute basic and diluted loss per share | 14,737,103 | 12,771,307 | 14,419,968 | 12,493,458 |
Net loss attributable to common shareholders per share - Basic and Diluted | $ (0.15) | $ (0.46) | $ (0.77) | $ (1.53) |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2018 | |
Vehicle Financing Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Purchase of vehicles, description | The Company financed certain vehicle purchases both in the United States and in Pakistan. The vehicle financing notes have three to six year terms and were issued at current market rates. | |||
Insurance Financing [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 4.15% | |||
SVB Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Secured revolving line of credit percentage | 200.00% | |||
Borrowing credit facility | $ 6 | |||
Unused portion of credit line fee, percentage | 1.00% | |||
Revolving line of credit, collateral | 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. | |||
SVB Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving line of credit, interest rate | 6.50% | |||
SVB Credit Facility [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving line of credit, interest rate | 1.50% | |||
SVB Credit Facility [Member] | Old [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 10 | |||
SVB Credit Facility [Member] | New [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 20 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,066 | $ 1,227 | $ 3,181 | $ 2,861 |
Short-term lease cost | 22 | 25 | 65 | 36 |
Variable lease cost | 11 | 7 | 25 | 22 |
Total- net lease cost | $ 1,099 | $ 1,259 | $ 3,271 | $ 2,919 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
ROU assets, net | $ 7,108 | $ 7,743 |
Current operating lease liabilities | 3,929 | 4,729 |
Non-current operating lease liabilities | 5,026 | 6,297 |
Total operating lease liabilities | 8,955 | 11,026 |
ROU assets | 9,310 | 10,648 |
Asset lease expense | (2,191) | (2,889) |
Foreign exchange gain (loss) | $ (11) | $ (16) |
Weighted average remaining lease term (in years): Operating leases | 4 years 4 months 28 days | 2 years 8 months 15 days |
Weighted average discount rate: Operating leases | 6.78% | 6.76% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 1,316 | $ 1,417 | $ 4,048 | $ 2,860 |
Operating leases, net of impairment and terminations | $ 315 | $ 203 | $ 2,063 | $ 6,467 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (three months) | $ 1,253 | |
2022 | 4,115 | |
2023 | 2,024 | |
2024 | 789 | |
2025 | 481 | |
Thereafter | 1,972 | |
Total lease payments | 10,634 | |
Less: imputed interest | (1,679) | |
Total lease obligations | 8,955 | $ 11,026 |
Less: current obligations | (3,929) | (4,729) |
Long-term lease obligations | $ 5,026 | $ 6,297 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Unoccupied lease charges | $ 686,000 | $ 300,000 |
Operating Lease, Impairment Loss | $ 383,000 | |
Incurred loss on lease termination, impairment and unoccupied lease charges | 18,000 | |
Operating lease not yet commenced, commitment payable | $ 99,000 | |
Minimum [Member] | ||
Operating lease renewal term | 1 year | |
Maximum [Member] | ||
Operating lease renewal term | 5 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions | Jul. 24, 2020 | Jun. 12, 2020 | Mar. 25, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Compensatory damages description | RPRWC seeks compensatory damages of $6.6 million, plus costs, for MPMA’s alleged breach of the billing services agreement. | ||
Compensatory damages | $ 11 | $ 20 | $ 6.6 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Net revenue | $ 38,304,000 | $ 31,639,000 | $ 102,137,000 | $ 73,085,000 | |
Incurred loss on lease termination, impairment and unoccupied lease charges | 18,000 | ||||
Lease, Cost | 1,099,000 | 1,259,000 | 3,271,000 | 2,919,000 | |
Right of use asset | 7,108,000 | 7,108,000 | $ 7,743,000 | ||
Operating lease liability, current | 3,929,000 | 3,929,000 | 4,729,000 | ||
Operating lease liability | 5,026,000 | 5,026,000 | 6,297,000 | ||
TalkMD Clinicians [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advance aggregate tax amount | 3,500 | ||||
Related Party Leases [Member] | |||||
Related Party Transaction [Line Items] | |||||
Right of use asset | 119,000 | 119,000 | 283,000 | ||
Operating lease liability, current | 61,000 | 61,000 | 202,000 | ||
Operating lease liability | 57,000 | 57,000 | 92,000 | ||
Nonexclusive Aircraft Dry Lease Agreement [Member] | Kashmir Air, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operating leases, rent expense | 20,000 | 32,000 | 80,000 | 105,000 | |
Accrued liability to related party | 1,000 | ||||
Incurred loss on lease termination, impairment and unoccupied lease charges | 185,000 | ||||
Physician [Member] | |||||
Related Party Transaction [Line Items] | |||||
Net revenue | 6,000 | 4,000 | 15,000 | 11,000 | |
Accounts Receivable, Related Parties, Current | 2,000 | 2,000 | 2,000 | ||
Executive Chairman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operating leases, rent expense | $ 47,000 | $ 47,000 | 140,000 | $ 139,000 | |
Lease, Cost | $ 1,400,000 | ||||
[custom:SecurityDepositsAndPrepaidRent-0] | $ 13,000 | ||||
Lessee, Operating Lease, Description | On October 15, 2021, the Company entered into a one-year lease agreement with the Executive Chairman for an apartment for temporary housing in Dubai. |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Offsetting Assets [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 136,395 | 178,092 | ||
Proceeds from issuance of common stock | $ 1,200 | $ 1,400 | $ 2,528 | |
CCH Acquisition [Member] | ||||
Offsetting Assets [Line Items] | ||||
Shares cancelled during period held in escrow | 215,822 | |||
ATM [Member] | ||||
Offsetting Assets [Line Items] | ||||
Sale of stock, value | $ 50,000 | |||
Underwriter commission fees, percentage | 3.00% |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total | $ 38,304 | $ 31,639 | $ 102,137 | $ 73,085 |
Healthcare IT [Member] | ||||
Total | 34,678 | 28,191 | 92,797 | 64,159 |
Healthcare IT [Member] | Technology Enabled Business Solutions [Member] | ||||
Total | 27,086 | 27,078 | 80,075 | 61,138 |
Healthcare IT [Member] | Professional Services [Member] | ||||
Total | 6,863 | 489 | 10,978 | 1,278 |
Healthcare IT [Member] | Printing and Mailing Services [Member] | ||||
Total | 429 | 341 | 1,084 | 1,094 |
Healthcare IT [Member] | Group Purchasing Services [Member] | ||||
Total | 300 | 283 | 659 | 649 |
Medical Practice Management [Member] | ||||
Total | 3,626 | 3,448 | 9,340 | 8,926 |
Medical Practice Management [Member] | Practice Management Services [Member] | ||||
Total | $ 3,626 | $ 3,448 | $ 9,341 | $ 8,926 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Beginning balance | $ 44,819 | |
Short-term Contract with Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 1,173 | $ 20 |
CCH acquisition | 20 | |
Meridian acquisition | 907 | |
Increase (decrease), net | (104) | 288 |
Ending balance | 1,089 | 1,215 |
Long-term Contract with Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 305 | 19 |
CCH acquisition | 269 | |
Meridian acquisition | ||
Increase (decrease), net | (89) | (128) |
Ending balance | 216 | 160 |
Accounts Receivable [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 12,089 | 6,995 |
CCH acquisition | 2,705 | 2,299 |
Meridian acquisition | 3,558 | |
Increase (decrease), net | 3,300 | 913 |
Ending balance | 18,094 | 13,765 |
Contract Asset [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 4,105 | 2,385 |
CCH acquisition | 2,402 | 538 |
Meridian acquisition | 881 | |
Increase (decrease), net | (1,846) | 274 |
Ending balance | $ 4,661 | $ 4,078 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Contract asset represents revenue earned, not paid from group purchasing services | $ 4,700,000 | $ 4,100,000 |
Deferred commissions | 922,000 | $ 870,000 |
Revenue Cycle Management and Orion Acquisition [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, amount | 4,100,000 | |
Orion Acquisition [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract asset represents revenue earned, not paid from group purchasing services | $ 544,000 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Technology Platform [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Cncentration risk percentage | 78.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Product and Service, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Cncentration risk percentage | 22.00% |
DISCLOSURE OF SHARE-BASED COMPE
DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD (Details) - Restricted Stock Units (RSUs) [Member] - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | 382,435 | 451,085 |
Granted | 458,467 | 777,884 |
Vested | (475,120) | (667,436) |
Forfeited | (85,286) | (82,428) |
Outstanding and unvested at ending | 280,496 | 479,105 |
Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | 44,000 | 44,000 |
Granted | 46,197 | 59,673 |
Vested | (56,197) | (59,673) |
Forfeited | ||
Outstanding and unvested at ending | 34,000 | 44,000 |
SCHEDULE OF EMPLOYEE SERVICE SH
SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,004 | $ 1,763 | $ 4,006 | $ 4,951 |
Direct Operating Costs [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 207 | 379 | 766 | 809 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 737 | 819 | 2,482 | 2,887 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | (3) | 262 | 206 | 516 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 63 | $ 303 | $ 552 | $ 739 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2020 | May 31, 2020 | Apr. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Liability for cash settled amount | $ 559,000 | $ 976,000 | ||||
Accrued compensation | 559,000 | $ 976,000 | ||||
Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Recognized compensation | $ 749,000 | |||||
2014 Equity Incentive Plan [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance | 2,000,000 | |||||
Number of shares available for grant | 1,344,833 | |||||
2014 Equity Incentive Plan [Member] | Preferred Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock capital shares reserved for future issuance | 300,000 | |||||
Number of shares available for grant | 323,878 | |||||
2014 Equity Incentive Plan [Member] | Employees Officers Directors And Consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,351,000 | |||||
Amended and Restated Equity Incentive Plan [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares added to amended and restated equity incentive plan | 1,500,000 | |||||
Amended and Restated Equity Incentive Plan [Member] | Preferred Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares added to amended and restated equity incentive plan | 200,000 | 100,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Income Tax Expense (Benefit) | $ 232,000 | $ (62,000) | $ 20,000 | $ (18,000) | |
Current Income Tax Expense (Benefit) | 245,000 | 160,000 | |||
Deferred Income Tax Expense (Benefit) | 13,000 | $ 140,000 | |||
Threshold deductible interest expenses description | the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. | ||||
Deferred payroll taxes current | $ 927,000 | ||||
Cares Act [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred payroll taxes current | 1,900,000 | $ 1,900,000 | $ 1,900,000 | ||
Cares Act [Member] | Maximum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Threshold deductible interest expenses period | 39 years | ||||
Cares Act [Member] | Minimum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Threshold deductible interest expenses period | 15 years | ||||
Internal Revenue Service (IRS) [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryback claim amount | $ 285,000 | $ 285,000 |
SCHEDULE OF FAIR VALUE, LIABILI
SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance, beginning | ||
Acquisition | 6,500 | 1,000 |
Change in fair value | (500) | |
Payments | ||
Balance, ending | $ 6,500 | $ 500 |
SCHEDULE OF REVENUES, OPERATING
SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 38,304 | $ 31,639 | $ 102,137 | $ 73,085 |
Net revenue | 24,124 | 19,718 | 62,719 | 45,842 |
Net revenue | 2,375 | 1,571 | 6,469 | 4,778 |
Net revenue | 5,921 | 6,191 | 17,814 | 17,176 |
Net revenue | 488 | 2,367 | 4,328 | 6,846 |
Net revenue | (500) | (500) | ||
Net revenue | 3,547 | 3,206 | 9,505 | 6,944 |
Net revenue | 424 | 321 | 1,664 | 681 |
Net revenue | 36,879 | 32,874 | 102,499 | 81,767 |
Net revenue | 1,425 | (1,235) | (362) | (8,682) |
Healthcare IT [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 34,678 | 28,191 | 92,797 | 64,159 |
Net revenue | 21,324 | 17,147 | 55,473 | 39,074 |
Net revenue | 2,368 | 1,563 | 6,446 | 4,753 |
Net revenue | 3,336 | 4,173 | 10,175 | 11,067 |
Net revenue | 488 | 2,367 | 4,328 | 6,846 |
Net revenue | (500) | (500) | ||
Net revenue | 3,459 | 3,127 | 9,251 | 6,706 |
Net revenue | 424 | 321 | 1,664 | 681 |
Net revenue | 31,399 | 28,198 | 87,337 | 68,627 |
Net revenue | 3,279 | (7) | 5,460 | (4,468) |
Medical Practice Management [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 3,626 | 3,448 | 9,340 | 8,926 |
Net revenue | 2,800 | 2,571 | 7,246 | 6,768 |
Net revenue | 7 | 8 | 23 | 25 |
Net revenue | 471 | 468 | 1,487 | 1,493 |
Net revenue | ||||
Net revenue | ||||
Net revenue | 88 | 79 | 254 | 238 |
Net revenue | ||||
Net revenue | 3,366 | 3,126 | 9,010 | 8,524 |
Net revenue | 260 | 322 | 330 | 402 |
Unallocated Corporate Expenses [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | ||||
Net revenue | ||||
Net revenue | ||||
Net revenue | 2,114 | 1,550 | 6,152 | 4,616 |
Net revenue | ||||
Net revenue | ||||
Net revenue | ||||
Net revenue | ||||
Net revenue | 2,114 | 1,550 | 6,152 | 4,616 |
Net revenue | $ (2,114) | $ (1,550) | $ (6,152) | $ (4,616) |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |