Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 19, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 30.4 | ||
Entity Common Stock, Shares Outstanding | 16,118,492 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on June 17, 2024 are incorporated by reference into Part III, Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Iselin, New Jersey | ||
Common Stock, par value $0.001 per share [Member] | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | CCLD | ||
Security Exchange Name | NASDAQ | ||
11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share [Member] | |||
Title of 12(b) Security | 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | ||
Trading Symbol | CCLDP | ||
Security Exchange Name | NASDAQ | ||
8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share [Member] | |||
Title of 12(b) Security | 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | ||
Trading Symbol | CCLDO | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 3,331,000 | $ 12,299,000 |
Accounts receivable - net | 11,888,000 | 14,773,000 |
Contract asset | 5,094,000 | 4,399,000 |
Inventory | 465,000 | 381,000 |
Current assets - related party | 16,000 | 16,000 |
Prepaid expenses and other current assets | 2,449,000 | 2,785,000 |
Total current assets | 23,243,000 | 34,653,000 |
Property and equipment - net | 5,317,000 | 5,056,000 |
Operating lease right-of-use assets | 4,365,000 | 4,921,000 |
Intangible assets - net | 25,074,000 | 29,520,000 |
Goodwill | 19,186,000 | 61,186,000 |
Other assets | 641,000 | 838,000 |
TOTAL ASSETS | 77,826,000 | 136,174,000 |
Current liabilities: | ||
Accounts payable | 5,798,000 | 5,681,000 |
Accrued compensation | 3,444,000 | 4,248,000 |
Accrued expenses | 5,065,000 | 4,432,000 |
Operating lease liability (current portion) | 1,888,000 | 2,273,000 |
Deferred revenue (current portion) | 1,380,000 | 1,386,000 |
Notes payable (current portion) | 292,000 | 319,000 |
Dividend payable | 5,433,000 | 4,059,000 |
Total current liabilities | 23,300,000 | 22,398,000 |
Notes payable | 37,000 | 13,000 |
Borrowings under line of credit | 10,000,000 | 8,000,000 |
Operating lease liability | 2,516,000 | 3,207,000 |
Deferred revenue | 256,000 | 342,000 |
Deferred tax liability | 525,000 | |
Total liabilities | 36,109,000 | 34,485,000 |
COMMITMENTS AND CONTINGENCIES (NOTE 10) | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.001 par value - authorized 7,000,000 shares. Series A, issued and outstanding 4,526,231 shares at December 31, 2023 and December 31, 2022. Series B, issued and outstanding 1,468,792 and 1,344,128 shares at December 31, 2023 and December 31, 2022, respectively | 6,000 | 6,000 |
Common stock, $0.001 par value - authorized 35,000,000 shares. Issued 16,620,891 and 15,970,204 shares at December 31, 2023 and December 31, 2022, respectively. Outstanding 15,880,092 and 15,229,405 shares at December 31, 2023 and December 31, 2022, respectively | 17,000 | 16,000 |
Additional paid-in capital | 120,706,000 | 130,987,000 |
Accumulated deficit | (74,481,000) | (25,621,000) |
Accumulated other comprehensive loss | (3,869,000) | (3,037,000) |
Less: 740,799 common shares held in treasury, at cost at December 31, 2023 and December 31, 2022 | (662,000) | (662,000) |
Total shareholders’ equity | 41,717,000 | 101,689,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 77,826,000 | $ 136,174,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 7,000,000 | 7,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares, issued | 16,620,891 | 15,970,204 |
Common stock, shares, outstanding | 15,880,092 | 15,229,405 |
Treasury stock, shares | 740,799 | 740,799 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,526,231 | |
Preferred stock, shares issued | 4,526,231 | 4,526,231 |
Preferred stock, shares outstanding | 4,526,231 | 4,526,231 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,468,792 | 1,344,128 |
Preferred stock, shares outstanding | 1,468,792 | 1,344,128 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 117,059,000 | $ 138,826,000 |
OPERATING EXPENSES: | ||
Direct operating costs | 70,817,000 | 84,434,000 |
Selling and marketing | 9,650,000 | 9,788,000 |
General and administrative | 21,464,000 | 23,820,000 |
Research and development | 4,736,000 | 4,401,000 |
Change in contingent consideration | (3,090,000) | |
Depreciation and amortization | 14,402,000 | 11,725,000 |
Goodwill impairment charges | 42,000,000 | |
Net loss on lease terminations, unoccupied lease charges and restructuring costs | 1,105,000 | 1,138,000 |
Total operating expenses | 164,174,000 | 132,216,000 |
OPERATING (LOSS) INCOME | (47,115,000) | 6,610,000 |
OTHER: | ||
Interest income | 154,000 | 41,000 |
Interest expense | (1,194,000) | (405,000) |
Other expense - net | (883,000) | (637,000) |
(LOSS) INCOME BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (49,038,000) | 5,609,000 |
Income tax (benefit) provision | (364,000) | 177,000 |
NET (LOSS) INCOME | (48,674,000) | 5,432,000 |
Preferred stock dividend | 15,674,000 | 15,517,000 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (64,348,000) | $ (10,085,000) |
Net loss per common share: basic | $ (4.11) | $ (0.67) |
Net loss per common share: diluted | $ (4.11) | $ (0.67) |
Weighted-average common shares used to compute basic loss per share | 15,669,472 | 15,109,587 |
Weighted-average common shares used to compute diluted loss per share | 15,669,472 | 15,109,587 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
NET (LOSS) INCOME | $ (48,674) | $ 5,432 | |
OTHER COMPREHENSIVE LOSS, NET OF TAX | |||
Foreign currency translation adjustment | [1] | (832) | (1,283) |
COMPREHENSIVE (LOSS) INCOME | $ (49,506) | $ 4,149 | |
[1]No tax effect has been recorded as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustments. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock, Common [Member] | Total | ||
Balance at Dec. 31, 2021 | $ 5 | $ 16 | $ 131,379 | $ (31,053) | $ (1,754) | $ (662) | $ 97,931 | |||
Balance, shares at Dec. 31, 2021 | 5,299,227 | 15,657,641 | ||||||||
Net (loss) income | 5,432 | 5,432 | ||||||||
Foreign currency translation adjustment | (1,283) | (1,283) | [1] | |||||||
Stock issued under the equity incentive plan | ||||||||||
Issuance of stock under the equity incentive plan, shares | 27,004 | 19,270 | 303,491 | |||||||
Issuance of Series B Preferred Stock | [2] | $ 1 | 30,900 | 30,901 | ||||||
Issuance of Series B Preferred Stock, shares | 1,324,858 | |||||||||
Stock-based compensation, net of cash settlements | 4,262 | 4,262 | ||||||||
Preferred stock dividends | (15,517) | (15,517) | ||||||||
Redemption of Series A Preferred Stock | (20,005) | (20,005) | ||||||||
Redemption of Series A Preferred Stock, shares | (800,000) | |||||||||
Exercise of common stock warrants | ||||||||||
Exercise of common stock warrants, shares | 9,072 | |||||||||
Stock issuance costs | (32) | (32) | ||||||||
Balance at Dec. 31, 2022 | $ 5 | $ 1 | $ 16 | 130,987 | (25,621) | (3,037) | (662) | 101,689 | ||
Balance, shares at Dec. 31, 2022 | 4,526,231 | 1,344,128 | 15,970,204 | |||||||
Cumulative effect of adopting ASC 326 | (186) | (186) | ||||||||
Balance - January 1, 2023 after adoption | $ 5 | $ 1 | $ 16 | 130,987 | (25,807) | (3,037) | (662) | 101,503 | ||
Balance, shares | 4,526,231 | 1,344,128 | 15,970,204 | |||||||
Net (loss) income | (48,674) | (48,674) | ||||||||
Foreign currency translation adjustment | (832) | (832) | [1] | |||||||
Stock issued under the equity incentive plan | $ 1 | 1 | ||||||||
Issuance of stock under the equity incentive plan, shares | 64,891 | 610,687 | ||||||||
Issuance of Series B Preferred Stock | [2] | 1,427 | 1,427 | |||||||
Issuance of Series B Preferred Stock, shares | 59,773 | |||||||||
Shares issued for services | ||||||||||
Shares issued for services, shares | 40,000 | |||||||||
Stock-based compensation, net of cash settlements | 3,966 | 3,966 | ||||||||
Preferred stock dividends | (15,674) | (15,674) | ||||||||
Balance at Dec. 31, 2023 | $ 5 | $ 1 | $ 17 | $ 120,706 | $ (74,481) | $ (3,869) | $ (662) | $ 41,717 | ||
Balance, shares at Dec. 31, 2023 | 4,526,231 | 1,468,792 | 16,620,891 | |||||||
[1]No tax effect has been recorded as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustments.[2]Amounts are net of issuance cost of approximately $ 71,000 2.3 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Issuance cost | $ 71,000 | $ 2,300,000 |
Series A Preferred Stock [Member] | ||
Dividend rate per share per month | $ 2.75 | |
Series B Preferred Stock [Member] | ||
Dividend rate per share per month | 2.19 | |
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Dividend rate per share per month | 2.75 | $ 2.75 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
Dividend rate per share per month | $ 2.19 | $ 2.19 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net (loss) income | $ (48,674,000) | $ 5,432,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,889,000 | 12,318,000 |
Lease amortization | 2,152,000 | 3,286,000 |
Deferred revenue | (92,000) | 302,000 |
Provision for expected credit losses | 454,000 | 740,000 |
Deferred income taxes (benefit) provision | (525,000) | 76,000 |
Foreign exchange loss | 790,000 | 610,000 |
Interest accretion | 688,000 | 596,000 |
Goodwill impairment charges | 42,000,000 | |
Stock-based compensation expense | 4,886,000 | 4,914,000 |
Change in contingent consideration | (3,090,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,246,000 | 1,493,000 |
Contract asset | (695,000) | 326,000 |
Inventory | (84,000) | 122,000 |
Other assets | 682,000 | 619,000 |
Accounts payable and other liabilities | (3,256,000) | (6,593,000) |
Net cash provided by operating activities | 15,461,000 | 21,151,000 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,063,000) | (2,588,000) |
Capitalized software and other intangible assets | (8,550,000) | (9,179,000) |
Net cash used in investing activities | (11,613,000) | (11,767,000) |
FINANCING ACTIVITIES: | ||
Preferred stock dividends paid | (14,300,000) | (15,314,000) |
Settlement of contingent obligation | (1,000,000) | |
Settlement of tax withholding obligations on stock issued to employees | (1,524,000) | (1,197,000) |
Repayments of notes payable | (888,000) | (1,003,000) |
Stock issuance costs | (32,000) | |
Proceeds from issuance of Series B Preferred Stock, net of expenses | 1,427,000 | 30,901,000 |
Redemption of Series A Preferred Stock | (20,005,000) | |
Proceeds from line of credit | 14,700,000 | 25,500,000 |
Repayment of line of credit | (12,700,000) | (25,500,000) |
Net cash used in financing activities | (13,285,000) | (7,650,000) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 469,000 | 225,000 |
NET (DECREASE) INCREASE IN CASH | (8,968,000) | 1,959,000 |
CASH - Beginning of the year | 12,299,000 | 10,340,000 |
CASH - End of the year | 3,331,000 | 12,299,000 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Dividends declared, not paid | 5,433,000 | 4,059,000 |
Purchase of prepaid insurance and motor vehicle with assumption of notes | 656,000 | 695,000 |
SUPPLEMENTAL INFORMATION - Cash paid during the year for: | ||
Income taxes | 144,000 | 153,000 |
Interest | $ 927,000 | $ 162,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (48,674) | $ 5,432 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b51 Arrangement Adopted | false |
Non-Rule 10b51 Arrangement Adopted | false |
Rule 10b51 Arrangement Terminated | false |
Non-Rule 10b51 Arrangement Terminated | false |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS CareCloud, Inc., (together with its consolidated subsidiaries, “CareCloud,” the “Company,” “we,” “us” and/or “our”) is a healthcare information technology company that provides a full suite of proprietary cloud-based solutions, 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 records (“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 (“MTBC Pvt. Ltd.”), a 99.9% 0.1% 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”). Both companies were subsequently merged and the surviving company was renamed Meridian Medical Management, Inc. 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”). Effective April 1, 2022, the Company formed MTBC Bagh Private Limited (“MTBC Bagh Pvt. Ltd.”), a 99.8% 0.2% During the second quarter of 2023, the Company formed a wholly owned subsidiary, CareCloud ME Health Consultancy LLC, in the United Arab Emirates, which has not yet begun operations. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Liquidity and Going Concern 42 48.7 9.0 57,000 3.3 However, management has considered its plans to continue the Company as a going concern and believes substantial doubt is alleviated by focusing on cost-control. As discussed in Note 13, the Company approved a restructuring plan to reduce headcount and operating costs and generate positive cash flow. In addition, the Company has suspended the dividend on the Company’s Preferred Stock, which saves approximately $ 1.3 million of cash each month. The dividend will continue to accrue in arrears each month since it is cumulative, but would not be a legal obligation until the dividend is reinstated. The dividend will not be recorded as a liability until its declared by the Board of Directors. The Company projects that this restructuring plan, that was implemented in 2023 and will be completed by the end of 2024, will reduce expenses, thereby reducing ongoing liquidity needs to enable continuation of operations and compliance with debt covenants for the foreseeable future. Although there are no guarantees that the Company will be successful, it believes such initiatives will enable it to continue as a going concern through at least the next twelve months. Segment Reporting two Use of Estimates Revenue Recognition A five-step approach is applied in the recognition of revenue under ASC 606: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when we satisfy a performance obligation. Although we believe that our approach to estimates and judgments is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. Our estimates of variable consideration may prove to be inaccurate, in which case we may have understated or overstated the revenue recognized in a reporting period. The amount of variable consideration recognized to date that remains subject to estimation is included within the contract asset within the consolidated balance sheet. Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the services to the customer. Since payment terms are less than a year, we have elected the practical expedient and do not assess whether a customer contract has a significant financing component. The Company’s revenue arrangements generally do not include a general right of refund for services provided (See Note 8, Revenue, for additional information). Direct Operating Costs Selling and Marketing Expenses 4.0 4.5 Research and Development Expenses Internal-Use Software Costs approximately 8.6 9.2 Accounts Receivable Property and Equipment three five years Intangible Assets three four years twelve years Evaluation of Long-Lived Assets There was no Goodwill st no 2.0 40.0 No Treasury Stock Stock-Based Compensation For restricted stock units (“RSUs”) classified as equity, the market price of our common stock on the date of grant is used in recording the fair value of the award. For RSUs classified as a liability, the earned amount is marked to market based on the end-of-period common stock price. Business Combinations Business Combinations Income Taxes The Company records net deferred tax assets to the extent that these assets will more likely than not be realized. All available positive and negative evidence is considered in making such a determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. A valuation allowance would be recorded to reduce deferred income tax assets when it is determined that it is more likely than not that the Company would not be able to realize its deferred income tax assets in the future in excess of their net recorded amount. The Company records uncertain tax positions on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. At December 31, 2023 and 2022, the Company did not have any uncertain tax positions that required recognition. Interest and penalties related to uncertain tax positions are recognized in income tax expense. For the years ended December 31, 2023 and 2022, the Company did not recognize any penalties or interest related to unrecognized tax benefits in its consolidated financial statements. Dividends — Dividends are recorded when declared by the Company’s Board of Directors. The Board of Directors had declared monthly dividends on the Series A and Series B Preferred Stock through February 2024. However, in December 2023, the dividends on the Preferred Stock were suspended. The dividend scheduled for payment on December 15, 2023 together with the remaining dividends that were declared, have been accrued in the consolidated balance sheet. Future monthly dividends will continue to accrue in arrears but will not be recorded as a liability until declared by the Board of Directors. Preferred Stock dividends are charged against paid in capital because the Company does not have sufficient retained earnings. The Company is prohibited from paying dividends on its common stock without the prior written consent of its lender, Silicon Valley Bank, a division of First Citizens Bank (“SVB”). Deferred Revenue Fair Value Measurements Fair Value Measurement The Company follows a fair value measurement hierarchy to measure financial instruments. The fair value of the Company’s financial instruments is measured using inputs from the three levels of the fair value hierarchy as follows: Level 1 — Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs are directly or indirectly observable, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Inputs are unobservable inputs that are used to measure fair value to the extent observable inputs are not available. The Company has certain financial instruments that are not measured at fair value on a recurring basis. These financial instruments are subject to fair value adjustments only in certain circumstances and include cash, accounts receivable, accounts payable and accrued expenses, borrowings under term loans and line of credit, and notes payable. Due to the short term nature of these financial instruments and that the borrowings bear interest at prevailing market rates, the carrying value approximates the fair value. Foreign Currency Translation 790,000 610,000 Net Loss on Lease Terminations, Unoccupied Lease Charges and Restructuring Costs Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. 186,000 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments are effective for public business entities for fiscal years beginning after December 15, 2022. There was no impact on the consolidated financial statements as a result of this standard. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS – NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS – NET | 3. 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. At December 31, 2023, and 2022, approximately $ 90,000 The following is the summary of the changes to the carrying amount of goodwill for the years ended December 31, 2023 and 2022: SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Beginning gross balance $ 61,186 $ 61,186 Acquisitions - - Impairment charges (42,000 ) - Ending gross balance $ 19,186 $ 61,186 As a result of a triggering event in December 2023 resulting from the suspension of the Preferred Stock dividend, the Company updated its annual goodwill impairment test that was performed as of October 31, 2023 for the Healthcare IT segment. It was determined that the fair value of the Healthcare IT reporting unit was less than the carrying value at both October 31 and as a result of the triggering event. Accordingly, impairment charges of approximately $ 2.0 40.0 Below is a summary of intangible asset activity for the years ended December 31, 2023 and 2022: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Customer Capitalized Other Intangible Relationships Software Assets Total ($ in thousands) COST Balance, January 1, 2023 $ 47,597 $ 21,547 $ 9,651 $ 78,795 Additions - 8,548 2 8,550 Translation loss - (716 ) - (716 ) Balance, December 31, 2023 $ 47,597 $ 29,379 $ 9,653 $ 86,629 Useful lives 3 12 3 3 ACCUMULATED AMORTIZATION Balance, January 1, 2023 $ 39,523 $ 4,932 $ 4,820 $ 49,275 Amortization expense 4,849 7,426 126 12,401 Translation loss - (121 ) - (121 ) Balance, December 31, 2023 44,372 12,237 4,946 61,555 Net book value $ 3,225 $ 17,142 $ 4,707 $ 25,074 COST Balance, January 1, 2022 $ 47,597 $ 13,196 $ 9,632 $ 70,425 Additions - 9,160 19 9,179 Translation loss - (809 ) - (809 ) Balance, December 31, 2022 $ 47,597 $ 21,547 $ 9,651 $ 78,795 Useful lives 3 12 3 3 ACCUMULATED AMORTIZATION Balance, January 1, 2022 $ 33,851 $ 1,591 $ 4,205 $ 39,647 Amortization expense 5,672 3,485 615 9,772 Translation loss - (144 ) - (144 ) Balance, December 31, 2022 39,523 4,932 4,820 49,275 Net book value $ 8,074 $ 16,615 $ 4,831 $ 29,520 As a result of a triggering event in December 2023, we also reviewed our other long term assets for impairment. We determined that the fair value of these assets exceeded their carrying value and that there was no impairment. The amount for capitalized software represents payroll and development costs incurred for internally developed software. Other intangible assets primarily represent non-compete agreements, purchased and acquired software and trademarks. Amortization expense was approximately $ 12.4 and $ 9.8 three years As of December 31, 2023, future amortization expense scheduled to be expensed is as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Years ending December 31, ($ in thousands) 2024 $ 11,634 2025 8,384 2026 4,006 2027 300 2028 300 Thereafter 450 Total $ 25,074 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 ($ in thousands) Computer equipment $ 5,510 $ 5,831 Office furniture and equipment 1,985 1,990 Transportation equipment 1,129 1,099 Leasehold improvements 5,350 3,460 Assets not placed in service - 72 Total property and equipment 13,974 12,452 Less accumulated depreciation (8,657 ) (7,396 ) Property and equipment – net $ 5,317 $ 5,056 Depreciation expense was approximately $ 2.0 As a result of a triggering event in December 2023, we also reviewed our property and equipment for impairment. We determined that the fair value of these assets exceeded their carrying value and that there was no impairment. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 5. CONCENTRATIONS Financial Risks approximately $ 255,000 and $ 1.8 million, respectively, in the name of its subsidiaries, at banks in Pakistan and Sri Lanka. The banking systems in these countries do not provide deposit insurance coverage. Additionally, from time to time, the Company maintains cash balances at financial institutions in the United States in excess of federal insurance limits. The Company has not experienced any losses on such accounts. The cash held by each U.S. operating company was below the federal insurance limit at December 31, 2023. Concentrations of credit risk with respect to trade accounts receivable are managed by periodic credit evaluations of customers. The Company does not require collateral for outstanding trade accounts receivable. As of December 31, 2023, two customers each individually accounted for approximately 7% 6% 9% 7% Geographical Risks Carrying amounts of net assets located outside the United States were approximately $ 7.6 and $ 8.5 1.0 SCHEDULE OF CONCENTRATION OF RISK, BY GEOGRAPHICAL RISKS FACTOR 2023 2022 December 31, 2023 2022 ($ in thousands) Current assets $ 806 $ 2,306 Non-current assets 8,250 7,890 Assets 9,056 10,196 Current liabilities (1,250 ) (1,500 ) Non-current liabilities (240 ) (224 ) Net assets $ 7,566 $ 8,472 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | 6. NET LOSS PER COMMON SHARE The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per common share for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILIATION OF WEIGHTED-AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED NET LOSS PER COMMON SHARE 2023 2022 Year ended December 31, 2023 2022 ($ in thousands, except share and per share amounts) Basic and Diluted: Net loss attributable to common shareholders $ (64,348 ) $ (10,085 ) Weighted-average common shares used to compute basic and diluted loss per share 15,669,472 15,109,587 Net loss attributable to common shareholders per share - basic and diluted $ (4.11 ) $ (0.67 ) At December 31, 2023, the 733,908 598,245 1,128,489 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT SVB The SVB credit facility is a secured revolving line of credit where borrowings are based on a formula of 200% of repeatable revenue adjusted by an annualized attrition rate as defined in the credit agreement 5 10 term was extended for an additional year 20 term was extended for two years 25 term was extended for two years through October 13, 2025 1.5% 2.0% March 31, 2024 As of December 31, 2023 and 2022, there was $ 10 8 2.0% There is also a fee of one-half of 1% annually for the unused portion of the credit line 65% Future acquisitions are subject to approval by SVB. At December 31, 2023, the remaining borrowing base was approximately $ 4.6 In connection with the original SVB debt agreement, the Company paid SVB approximately $ 50,000 125,000 50,000 3.92 five 3.12 5 10 reduced the interest rate by 25 basis points 50,000 28,489 5.26 3.58 100,000 During January 2022, the agreement with SVB was modified to allow the Company to issue Series B Preferred Stock and pay monthly dividends on this stock, to use a portion of the offering proceeds to redeem a portion of the Series A Preferred Stock that is outstanding and to allow for the potential exchange of shares of Series A Preferred Stock for Series B Preferred Stock. During March 2023, SVB became a division of First Citizens Bank & Trust Company. The agreements that governed the former SVB relationship remain in place. As a result, there were no changes to the terms of the credit agreement. Vehicle Financing Notes three six year Insurance Financing 8.56% Maturities of the outstanding notes payable and other obligations as of December 31, 2023 are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, Line of Credit Vehicle Financing Notes Insurance Financing Total ($ in thousands) 2024 $ - $ 12 $ 280 $ 292 2025 10,000 12 - 10,012 2026 - 11 - 11 2027 - 7 - 7 2028 - 7 - 7 Total $ 10,000 $ 49 $ 280 $ 10,329 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 8. REVENUE Introduction The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Most of our current contracts with customers contain a single performance obligation. For contracts where we provide multiple services, such as where we perform multiple ancillary services, each service represents its own performance obligation. The standalone selling prices are based on the contractual price for the service. 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 revenue from five primary sources: (1) Technology-enabled business solutions, (2) professional services, (3) printing and mailing services, (4) group purchasing services and (5) medical practice management services. The following table represents a disaggregation of revenue for the years ended December 31, 2023 and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Healthcare IT: Technology-enabled business solutions $ 76,640 $ 88,140 Professional services 23,022 33,984 Printing and mailing services 2,968 2,207 Group purchasing services 1,053 945 Medical Practice Management: Medical practice management services 13,376 13,550 Total $ 117,059 $ 138,826 Revenue $ 117,059 $ 138,826 Technology-enabled business solutions: Revenue derived on an on-going basis from our technology-enabled solutions, which typically includes revenue cycle management services, is billed as a percentage of payments collected by our customers. The fee for our services often includes the ability to use our EHR and practice management software as well as RCM as part of the bundled fee. The SaaS component is not a material portion of the contract compared to the stand-alone value of RCM. Technology-assisted 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. The Company typically invoices customers on a monthly basis based on the actual collections received by its 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. 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 revenue cycle management 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. Our proprietary, cloud-based practice management application automates the labor-intensive workflow of a medical office in a unified and streamlined SaaS platform. The Company has a large number of clients who utilize the Company’s practice management software, electronic health records software, patient experience management solutions, business intelligence software and/or robotic process automation software on a SaaS basis, but who do not utilize the Company’s revenue cycle management services. SaaS fees may be fixed based on the number of providers, or may be variable. Our digital health services, which began generating revenue in 2022, include chronic care management, where a care manager has remote visits with patients with one or more chronic conditions under the supervision of a physician who is our client. The performance obligation for chronic care management is satisfied at a point in time once the patient receives the remote visit. The digital health services also include remote patient monitoring where our system monitors recordings from FDA approved internet connected devices. These devices record patient trends and alerts the physician to changes which might trigger the need for additional follow-up visits. The performance obligations for remote patient monitoring are satisfied over time as the recordings are received and the patient receives the remote visit. The revenue for chronic care management for the years ended December 31, 2023 and 2022, was approximately $ 1.5 208,000 400,000 6,000 The medical billing clearinghouse service 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. Additional services such as coding and transcription are rendered in connection with the delivery of revenue cycle management and related medical 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 coding or transcription transaction processed represents a performance obligation, which is satisfied over time as that individual service is rendered. Professional services: Our professional services include an extensive set of services including EHR vendor-agnostic optimization and activation, project management, IT transformation consulting, process improvement, training, education and staffing for large healthcare organizations including health systems and hospitals. The performance obligation is satisfied over time using the input method. The revenue is recorded on a monthly basis as the professional services are rendered. Unbilled revenue at December 31, 2023 and 2022 was approximately $ 100,000 2.0 Printing and mailing services: The Company provides printing and mailing services for both revenue cycle management customers and a non- revenue cycle management customer, 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. Group purchasing services: The Company provides group purchasing services which 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 which 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 chronic care management, 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. There were no unsatisfied performance obligations for contracts with an original duration greater than 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 in turn 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 15 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 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: As of December 31, 2023, the estimated revenue expected to be recognized in the future related to the remaining revenue cycle management performance obligations outstanding was approximately $ 4.7 over the next three months 374,000 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 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. Changes in the contract asset are recorded as adjustments to net revenue. The changes primarily result from providing services to revenue cycle management customers that result in additional consideration and are offset by our right to payment for services becoming unconditional and changes in the revenue accrued for the group purchasing services. The contract asset for our group purchasing services is reduced when we receive payments from vaccine manufacturers and is increased for revenue earned, not received. The opening and closing balances of the Company’s accounts receivable, contract asset and deferred revenue are as follows: SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE Accounts Contract Asset Deferred Revenue Deferred Revenue ($ in thousands) Balance as of January 1, 2023 $ 14,773 $ 4,399 $ 1,386 $ 342 (Decrease) increase, net (2,885 ) 695 (6 ) (86 ) Balance as of December 31, 2023 $ 11,888 $ 5,094 $ 1,380 $ 256 Balance as of January 1, 2022 $ 17,006 $ 4,725 $ 1,085 $ 341 (Decrease) increase, net (2,233 ) ( 326 ) 301 1 Balance as of December 31, 2022 $ 14,773 $ 4,399 $ 1,386 $ 342 Deferred revenue: The amount of deferred revenue at the beginning of the year and recognized during the year ended December 31, 2023 and 2022 was approximately $1.1 million and $1.3 million, respectively. Deferred commissions: Our sales incentive plans include commissions payable to employees and third parties at the time of the 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. Deferred commissions were approximately $ 517,000 643,000 at December 31, 2023 and 2022, respectively, and are included in the other assets amounts in the consolidated balance sheets. The amortization of deferred sales commissions during the years ended December 31, 2023 and 2022 was approximately $ 487,000 594,000 Trade Accounts Receivable – Estimate of Credit Losses: ASU 2016-13 requires the recognition of lifetime estimated credit losses expected to occur for trade accounts receivable. The guidance also requires we pool assets with similar risk characteristics and consider current economic conditions when estimating losses. The adoption of the ASU 2016-13 for trade accounts receivable was recorded as a charge to accumulated deficit of approximately $ 186,000 At adoption, we segmented the accounts receivable population into pools based on their risk assessment. Risks related to trade accounts receivable are a customer’s inability to pay or bankruptcy. Each pool was defined by their internal credit assessment and business size. The pools are aligned with management’s review of financial performance. For the year ended December 31, 2023, no adjustment to the pools was necessary. We utilize a loss-rate method to measure the expected credit loss for each pool. The loss rate is calculated using a three-year lookback period of write-offs and adjustments, divided by the revenue for each pool by aging category, net of customer payments during that period. We consider current and future economic conditions, internal forecasts, customer collection experience and credit memos issued during the current period when assessing loss rates. We reviewed these factors and concluded that no adjustments should be made to the historical loss rate data for the current quarter. In addition, the Company uses specific account identification in determining the total allowance for expected credit losses. Trade receivables are written off only after the Company has exhausted all collection efforts. Changes in the allowance for expected credit losses for trade accounts receivable are presented in the table below: SCHEDULE OF TRADE ALLOWANCE FOR DOUBTFUL ACCOUNTS 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Beginning balance $ 823 $ 537 Adoption of ASC 326 186 - Provision 454 740 Recoveries/adjustments 107 313 Write-offs (691 ) (767 ) Ending balance $ 879 $ 823 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | 9. SHAREHOLDERS’ EQUITY Treasury stock The Board of Directors of the Company previously approved common stock repurchase programs. The last program expired January 25, 2017 740,799 662,000 Common stock The Company had the right to sell up to $ 50 3% no Holders of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of shareholders on which holders of common stock are entitled to vote Preferred stock The Company has seven million 4,526,231 The Company also had the right to sell up to $ 35 3% During the year ended December 31, 2023, the Company sold 59,773 of $ 1.4 . 1,324,858 $ 30.9 . This includes 224,048 800,000 25.00 Since November 4, 2020, the Company has the right to redeem, at its option, the Series A 25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. The Series A Series A Series A Series A 25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the common stock. The Series A Since February 15, 2024 and prior to February 15, 2025, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $ 25.75 25.50 25.25 25.00 Dividends on the Series A and Series B Preferred Stock of $ 2.75 2.19 Directors. In October, 2023, the Board of Directors had declared monthly dividends on the Series A 1.3 Warrants The Company has issued 6,603,489 warrants for its common stock, of which 1,128,489 remained outstanding at December 31, 2022. All of these warrants expired unexercised during 2023 and there were no 125,000 3.92 The Company incurs common and preferred stock offering costs which consist principally of professional fees, primarily legal and accounting, and other costs such as printing and registration costs. In connection with the 2023 and 2022 equity offerings, the Company incurred approximately $ 71,000 2.3 32,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings On December 22, 2023, an arbitrator rendered a decision in favor of Ramapo Anesthesiologists, PC (“Ramapo”) and granted in part and denied in part certain claims brought against Origin Healthcare Solutions, LLC; Meridian Medical Management, Inc.; and the Company for alleged breach of contract and other allegations. Ramapo was awarded mitigation related costs of $ 117,000 32,000 From time to time, we may become involved in other legal proceedings arising in the ordinary course of our business. 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. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | 11. 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 ROU assets, current operating lease liability and non-current operating lease liability in our consolidated balance sheets as of December 31, 2023 and 2022. 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 the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rates, which are derived from 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 include options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of less than 12 months are not recorded in the 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 is re-measured using the current incremental borrowing rate. There was one lease modification during the year ended December 31, 2023 and none during the year ended December 31, 2022. We review our incremental borrowing rate for our portfolio of leases on a quarterly basis. During the years ended December 31, 2023 and 2022, there were approximately $ 169,000 1.0 no During the year ended December 31, 2022, there was a gain on lease termination of approximately $ 105,000 203,000 Lease expense is included in direct operating costs, general and administrative expense, selling and marketing expense and research and development expense in the consolidated statements of operations based on the nature of the expense. As of December 31, 2023, we had 32 leased properties, five in Medical Practice Management and 27 in Healthcare IT, with the remaining terms ranging from less than one year to twelve years. Our lease terms are determined taking into account lease renewal options, the Company’s anticipated operating plans and leases that are on a month-to-month basi The components of lease expense were as follows: SCHEDULE OF LEASE EXPENSE 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Operating lease cost $ 2,669 $ 3,714 Short-term lease cost - 92 Variable lease cost 32 29 Total - net lease cost $ 2,701 $ 3,835 Short-term lease cost represents leases that were not capitalized as the lease term as of the later of January 1, 2023 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 was as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES December 31, 2023 December 31, 2022 ($ in thousands) Operating leases: Operating lease ROU assets, net $ 4,365 $ 4,921 Operating lease liabilities (current portion) $ 1,888 $ 2,273 Operating lease liabilities 2,516 3,207 Total operating lease liabilities $ 4,404 $ 5,480 Operating leases: ROU assets $ 6,571 $ 8,293 Asset lease expense (2,152 ) (3,286 ) Foreign exchange loss (54 ) (86 ) ROU assets, net $ 4,365 $ 4,921 Operating lease right-of-use assets $ 4,365 $ 4,921 Weighted average remaining lease term (in years): Operating leases 4.5 5.1 Weighted average discount rate: Operating leases 13.3 % 7.9 % Operating leases, Weighted average discount rate: 13.3 % 7.9 % Supplemental cash flow and other information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,244 $ 4,743 ROU assets obtained in exchange for lease liabilities: Operating leases, excluding impairments and terminations $ 1,682 $ 1,569 Maturities of lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating leases - Years ending December 31, ($ in thousands) 2024 $ 2,304 2025 1,295 2026 538 2027 416 2028 347 Thereafter 1,427 Total lease payments 6,327 Less: imputed interest (1,923 ) Total lease obligations 4,404 Less: current obligations (1,888 ) Long-term lease obligations $ 2,516 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 12. 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 $ 125,000 58,000 years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the accounts receivable balance due from this customer was approximately $ 18,000 10,000 The Company leases its corporate offices in New Jersey, its temporary housing for its foreign visitors, a storage facility, its backup operations center in Bagh, Pakistan and an apartment for temporary housing in Dubai, the UAE, from the Executive Chairman. The related party rent expense for the years ended December 31, 2023 and 2022 was approximately $ 256,000 198,000 1.8 million and $ 941,000 330,000 42,000 16,000 . 6,200 Included in the ROU asset at December 31, 2023 is approximately $ 331,000 182,000 142,000 Included in the ROU asset at December 31, 2022 is approximately $ 467,000 158,000 301,000 During June 2022, the Company entered into a one-year consulting agreement with an entity owned and controlled by one of its former non-independent directors whereby that director received 10,000 8.75% 14,000 14,000 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 December 31, 2023, talkMD had not yet commenced operations. Cumulatively, the Company has paid approximately $ 5,000 |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING COSTS | 13. RESTRUCTURING COSTS On October 2, 2023, the Company committed to effectively align resources with business priorities and improve profitability through a reduction in the workforce for the Healthcare IT segment. The Company identified opportunities for improvements in its workforce realignment, strategy and staffing, and increased its focus on performance management, to ensure it has the right skillsets and number of employees to execute its long-term vision. In addition, the Company instituted certain other expense reductions. The difference between the free cash flow and the expense savings represents amounts which were previously capitalized as part of software capitalization. A majority of the impacted employees exited in the fourth quarter of 2023. The Company estimates that it will incur expenses of approximately $ 900,000 645,000 The following table summarizes restructuring costs which are included in net loss on lease termination, unoccupied lease charges and restructuring costs in the December 31, 2023 consolidated statement of operations: SCHEDULE OF RESTRUCTURING COSTS Year ended December 31, 2023 ($ in thousands) Severance and separation costs $ 439 Equity awards acceleration costs associated with severance 170 Other exit related costs 36 Total restructuring and other costs $ 645 The expense associated with the restructuring is included in net loss on lease terminations, unoccupied lease charges and restructuring cost in the consolidated statement of operations for the year ended December 31, 2023. This line also includes $ 291,000 169,000 SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS Severance and Equity awards Other exit Total ($ in thousands) Balance as of January 1, 2023 $ - $ - $ - $ - Additions 439 170 36 645 Payments and other adjustments (294 ) (170 ) (10 ) (474 ) Balance as of December 31, 2023 $ 145 $ - $ 26 $ 171 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | 14. EMPLOYEE BENEFIT PLANS The Company has qualified 401(k) plans covering all U.S. employees who have completed one month of service. The plans provide for matching contributions by the Company for employees of the Company and most U.S. subsidiaries, although there is no match for CPM employees. Employer contributions to the plans for the years ended December 31, 2023 and 2022 were approximately $ 587,000 $ 549,000 Additionally, the Company has a defined contribution retirement plan covering all employees located in our Pakistan Offices who have completed three months of service. The plan provides for monthly contributions by the Company which are equal to 10% of qualified employees’ basic monthly compensation approximately $ 394,000 329,000 The Company maintains a defined contribution retirement plan covering all employees in Sri Lanka. The employee and employer contribute 8 12 $ 24,000 22,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 15. STOCK-BASED COMPENSATION In April 2014, the Company adopted the Medical Transcription Billing, Corp. 2014 Equity Incentive Plan (the “Original Plan”), reserving a total of 1,351,000 1,500,000 100,000 200,000 2,000,000 300,000 1,000,000 200,000 493,579 33,769 38,000 The equity based RSUs contain a provision in which the units shall immediately vest and become converted into common shares at the rate of one common share per RSU, immediately after a change in control, as defined in the award agreement. Common stock During 2023, 1,098,976 30,000 25 During 2022, 777,715 80,000 25 During December 2022, it was agreed that certain bonuses to employees of medSR that were originally going to be paid in cash would be paid in common stock. The change of paying the bonuses in common stock resulted in approximately 135,000 404,000 The following table summarizes the RSU and restricted stock transactions related to the common and Preferred Stock under the A&R Plan for the years ended December 31, 2023 and 2022: DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Common Stock Series A Series B Outstanding and unvested shares at January 1, 2023 645,475 - 80,462 Granted 1,098,976 - 62,000 Vested (896,893 ) - (85,263 ) Forfeited (94,063 ) - - Outstanding and unvested shares at December 31, 2023 753,495 - 57,199 Outstanding and unvested shares at January 1, 2022 418,039 34,000 - Granted 777,715 8,644 100,000 Vested (465,455 ) (42,644 ) (19,538 ) Forfeited (84,824 ) - - Outstanding and unvested shares at December 31, 2022 645,475 - 80,462 As of December 31, 2023 and 2022, there was approximately $ 1.3 1.4 351,000 557,000 Of the total outstanding and unvested common stock RSUs at December 31, 2023 and 2022, 733,908 598,245 19,587 47,230 The following table summarizes the share activity during the years ended December 31, 2023 and 2022 and the amount of common and preferred shares available for grant at December 31, 2023 and 2022: SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK UNITS AWARD ACTIVITY Common Stock Series A Series B Shares available for grant at January 1, 2023 1,498,492 33,769 100,000 RSUs granted (1,098,976 ) - (62,000 ) RSUs forfeited 94,063 - - Shares available for grant at December 31, 2023 493,579 33,769 38,000 Shares available for grant at January 1, 2022 1,191,383 320,065 - Shares added to plan 1,000,000 - 200,000 RSUs granted (777,715 ) (8,644 ) (100,000 ) Shares redesignated as Series B - (277,652 ) - RSUs forfeited 84,824 - - Shares available for grant at December 31, 2022 1,498,492 33,769 100,000 The liability for the cash-settled awards and accrued payroll taxes on equity awards was approximately $ 767,000 1.0 19,000 105,000 Series A Preferred Stock In 2021, the Compensation Committee granted executive bonuses to be paid in 34,000 16,010 Series B Preferred Stock In February 2023, the Compensation Committee granted executive bonuses to be paid in 34,000 10,000 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 to record 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 weighted average grant date fair value of the common stock price in connection with the RSUs classified as equity was $ 3.40 4.27 26.69 25.07 25.24 SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS Year Ended December 31, Stock-based compensation included in the consolidated statements of operations: 2023 2022 ($ in thousands) Direct operating costs $ 891 $ 1,047 General and administrative 2,835 2,598 Research and development 135 245 Selling and marketing 855 1,024 Net loss on lease terminations, unoccupied lease charges and restructuring costs 170 - Total stock-based compensation expense $ 4,886 $ 4,914 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES For the years ended December 31, 2023 and 2022, the Company estimated its income tax provision based upon the annual pre-tax income or loss. Although the Company reported GAAP earnings in 2022 and 2023, it incurred losses historically and there is uncertainty regarding future U.S. taxable income, which makes realization of a deferred tax asset difficult to support in accordance with ASC 740. Accordingly, a valuation allowance has been recorded against all federal and state deferred tax assets as of December 31, 2023 and December 31, 2022, with the exception of a net deferred tax liability relating to the amortization of intangibles for tax purposes. The annual adjusted earnings and profits of our foreign affiliates pass through to the U.S. as federal and state taxable income under the Global Intangible Low-Taxed Income (“GILTI”) regime. For the tax years ended December 31, 2023 and 2022, the net GILTI from our foreign affiliates was absorbed against our current year U.S. consolidated loss. For state tax purposes, the Company’s foreign earnings may be taxable depending on each individual state’s legislative stance on the recent tax reform legislation. The activity in the deferred tax valuation allowance was as follows for the years ended December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX VALUATION ALLOWANCE Year Ended December 31, 2023 2022 ($ in thousands) Beginning balance $ 92,091 $ 86,728 Current year valuation allowance (decrease) increase (4,494 ) 5,363 Ending balance $ 87,597 $ 92,091 The (loss) income before tax for financial reporting purposes during the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN Year Ended December 31, 2023 2022 ($ in thousands) United States $ (48,985 ) $ 6,137 Foreign (53 ) (528 ) Total $ (49,038 ) $ 5,609 The (benefit) provision for income taxes for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) Year Ended December 31, 2023 2022 ($ in thousands) Current: Federal $ - $ - State 123 80 Foreign 38 21 Current Income Tax Expense (Benefit) 161 101 Deferred: Federal (252 ) 63 State (273 ) 13 Deferred Income Tax Expense (Benefit) (525 ) 76 Total income tax (benefit) provision $ (364 ) $ 177 The components of the Company’s deferred income taxes as of December 31, 2023 and 2022 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2023 2022 ($ in thousands) Deferred tax assets: Allowance for expected credit losses $ 228 $ 221 Deferred revenue 68 97 Property and intangible assets 1,933 2,213 State net operating loss (“NOL”) carryforwards 19,749 27,262 Federal net operating loss (“NOL”) carryforwards 57,562 57,179 Section 163(j) interest limitation 2,731 2,525 Stock based compensation - 173 ASC 842 - ROU asset (1,026 ) (1,243 ) Prepaid commissions (303 ) (253 ) Cumulative balance translation adjustment 988 819 Section 267 limitation 6 7 Credit carryovers 2,498 2,498 ASC 842 - Lease liability 1,031 1,386 Accrued compensation 80 171 Other (59 ) 69 Section 174 Costs 3,799 - Valuation allowance (87,597 ) (92,091 ) Total deferred tax assets 1,688 1,033 Deferred tax liabilities: Goodwill amortization (1,688 ) (1,558 ) Net deferred tax liability $ - $ (525 ) Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss carryforwards. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. The Company has recorded goodwill as a result of its acquisitions. Goodwill is generally not amortized for financial reporting purposes. However, in 2023 the Company recorded a $ 42 15 Due to the fact that the aforementioned deferred tax liability could have an indefinite life, it is not netted against the Company’s deferred tax assets when determining the required valuation allowance in accordance with ASC 740 guidelines. Doing so would result in the understatement of the valuation allowance and related deferred income tax expense. A reconciliation of the federal statutory income tax rate ( 21 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year Ended December 31, 2023 2022 ($ in thousands) Federal (benefit) provision at statutory rate $ (10,298 ) $ 1,178 Increase (decrease) in income taxes resulting from: State tax expense, net of federal benefit 7,383 77 Non-deductible items 26 20 Impact of foreign operations 50 (137 ) Subpart F GILTI inclusion 804 62 Stock based compensation 18 239 Change in contingent consideration - (649 ) Goodwill impairment charges 5,692 - Deferred true-up 455 858 Valuation allowance (4,494 ) (1,471 ) Total income tax (benefit) provision $ (364 ) $ 177 At December 31, 2023 and 2022, the Company did not record any uncertain tax positions based on the technical merits. Therefore, a tabular roll forward was excluded and there has been no accrued interest and penalties. The Company is subject to taxation in the United States, various states, Pakistan and Sri Lanka. As of December 31, 2023, all tax years since 2014 remain open to examination due to the carryover of unused net operating losses and tax credits in the United States by major taxing jurisdictions in which the Company is subject to tax. For the first six months of 2022, the Pakistan Federal Board of Revenue allowed a 100 A new tax became effective July 1, 2022, whereby IT companies are subject to a 0.25% tax deducted at the source on receipts received from foreign sources with no further tax being due The former Pakistan tax credit and foreign receipts tax does not have a significant impact on the Company’s effective tax rate as all of its earnings in Pakistan have been fully included in the U.S. federal tax rate reconciliation at 21 29 As of December 31, 2023, the Company has a total federal NOL carry forward of approximately $ 274 198 76 238 199 86 The Company has a full valuation allowance on its deferred tax assets in the U.S. which results in there being no U.S. deferred tax assets or liabilities recorded on the consolidated balance sheet at December 31, 2023. As of December 31, 2022, the Company recorded a deferred tax liability related to the amortization of goodwill. |
OTHER EXPENSE _ NET
OTHER EXPENSE – NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE – NET | 17. OTHER EXPENSE – NET Other expense - net for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF OTHER (EXPENSE) INCOME - NET 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Foreign exchange losses $ (790 ) $ (610 ) Other expense (93 ) (27 ) Other expense - net $ (883 ) $ (637 ) Foreign currency transaction gains and losses primarily result from transactions in foreign currencies other than the functional currency. These transaction gains and losses are recorded in the consolidated statements of operations related to the recurring measurement and settlement of such transactions. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 18. SEGMENT REPORTING The Company’s Chief Executive Officer and Executive Chairman serve as the CODM, organize the Company, manage resource allocations and measure performance among two operating and reportable segments: (i) Healthcare IT and (ii) Medical Practice Management. The Healthcare IT segment includes technology-assisted 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 the financial performance of the business units on the basis of revenue and direct operating costs excluding unallocated amounts, which 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 summary of significant accounting policies. The following tables present revenues, operating expenses and operating income (loss) by reportable segment for the years ended December 31, 2023 and 2022: SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT Healthcare IT Medical Practice Unallocated Total Year Ended December 31, 2023 Healthcare IT Medical Practice Unallocated Total Net revenue $ 103,683 $ 13,376 $ - $ 117,059 Operating expenses: Direct operating costs 60,319 10,498 - 70,817 Selling and marketing 9,614 36 - 9,650 General and administrative 10,992 1,854 8,618 21,464 Research and development 4,736 - - 4,736 Change in contingent consideration Depreciation and amortization 14,046 356 - 14,402 Goodwill impairment charges 42,000 - - 42,000 Loss on lease terminations, unoccupied lease charges and restructuring costs 1,105 - - 1,105 Total operating expenses 142,812 12,744 8,618 164,174 Operating (loss) income $ (39,129 ) $ 632 $ (8,618 ) $ (47,115 ) Healthcare IT Medical Practice Unallocated Total Year Ended December 31, 2022 Healthcare IT Medical Practice Unallocated Total Net revenue $ 125,276 $ 13,550 $ - $ 138,826 Operating expenses: Direct operating costs 73,702 10,732 - 84,434 Selling and marketing 9,760 28 - 9,788 General and administrative 12,558 1,802 9,460 23,820 Research and development 4,401 - - 4,401 Change in contingent consideration (3,090 ) - - (3,090 ) Depreciation and amortization 11,368 357 - 11,725 Net loss on lease terminations and unoccupied lease charges 1,138 - - 1,138 Loss on lease terminations, unoccupied lease charges and restructuring costs 1,138 - - 1,138 Total operating expenses 109,837 12,919 9,460 132,216 Operating income (loss) $ 15,439 $ 631 $ (9,460 ) $ 6,610 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 19. 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 December 31, 2023 or December 31, 2022. 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 instruments include the fair value of contingent consideration related to completed acquisitions. There was no contingent consideration recorded at December 31, 2023 and 2022. 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 Year Ended December 31, 2023 2022 ($ in thousands) Balance - January 1, $ - $ 3,090 Acquisitions - - Change in fair value - (3,090 ) Payments - - Balance - December 31, $ - $ - The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2023. Refer to Note 2 - Basis of Presentation and Significant Accounting Policies, for a description of the valuation techniques used to determine the fair value of the assets measured on a non-recurring basis in the table below. FAIR VALUE OF THE ASSETS MEASURED ON A NON-RECURRING BASIS Fair Value Measurement at December 31, 2023 Expense for the year ended Carrying Value Level 1 Level 2 Level 3 December 31, 2023 ($ in thousands) Goodwill - Healthcare IT $ 19,186 $ - $ - $ 19,186 $ 42,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS Effective January 9, 2024, and as amended February 12, 2024, the Company entered into a Consulting Agreement with an entity owned and controlled by a member of its Board of Directors to provide investor relations services for $ 8,000 Effective February 1, 2024, MAC and its wholly owned subsidiary were merged into CCI. Also effective February 1, 2024, the Company added an additional Statement of Work (“SOW”) to the Consulting Agreement with an entity owned and controlled by one of its former non-independent directors. As compensation for the SOW, the entity will receive $ 25,000 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Liquidity and Going Concern | Liquidity and Going Concern 42 48.7 9.0 57,000 3.3 However, management has considered its plans to continue the Company as a going concern and believes substantial doubt is alleviated by focusing on cost-control. As discussed in Note 13, the Company approved a restructuring plan to reduce headcount and operating costs and generate positive cash flow. In addition, the Company has suspended the dividend on the Company’s Preferred Stock, which saves approximately $ 1.3 million of cash each month. The dividend will continue to accrue in arrears each month since it is cumulative, but would not be a legal obligation until the dividend is reinstated. The dividend will not be recorded as a liability until its declared by the Board of Directors. The Company projects that this restructuring plan, that was implemented in 2023 and will be completed by the end of 2024, will reduce expenses, thereby reducing ongoing liquidity needs to enable continuation of operations and compliance with debt covenants for the foreseeable future. Although there are no guarantees that the Company will be successful, it believes such initiatives will enable it to continue as a going concern through at least the next twelve months. |
Segment Reporting | Segment Reporting two |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition A five-step approach is applied in the recognition of revenue under ASC 606: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when we satisfy a performance obligation. Although we believe that our approach to estimates and judgments is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. Our estimates of variable consideration may prove to be inaccurate, in which case we may have understated or overstated the revenue recognized in a reporting period. The amount of variable consideration recognized to date that remains subject to estimation is included within the contract asset within the consolidated balance sheet. Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the services to the customer. Since payment terms are less than a year, we have elected the practical expedient and do not assess whether a customer contract has a significant financing component. The Company’s revenue arrangements generally do not include a general right of refund for services provided (See Note 8, Revenue, for additional information). |
Direct Operating Costs | Direct Operating Costs |
Selling and Marketing Expenses | Selling and Marketing Expenses 4.0 4.5 |
Research and Development Expenses | Research and Development Expenses |
Internal-Use Software Costs | Internal-Use Software Costs approximately 8.6 9.2 |
Accounts Receivable | Accounts Receivable |
Property and Equipment | Property and Equipment three five years |
Intangible Assets | Intangible Assets three four years twelve years |
Evaluation of Long-Lived Assets | Evaluation of Long-Lived Assets There was no |
Goodwill | Goodwill st no 2.0 40.0 No |
Treasury Stock | Treasury Stock |
Stock-Based Compensation | Stock-Based Compensation For restricted stock units (“RSUs”) classified as equity, the market price of our common stock on the date of grant is used in recording the fair value of the award. For RSUs classified as a liability, the earned amount is marked to market based on the end-of-period common stock price. |
Business Combinations | Business Combinations Business Combinations |
Income Taxes | Income Taxes The Company records net deferred tax assets to the extent that these assets will more likely than not be realized. All available positive and negative evidence is considered in making such a determination, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. A valuation allowance would be recorded to reduce deferred income tax assets when it is determined that it is more likely than not that the Company would not be able to realize its deferred income tax assets in the future in excess of their net recorded amount. The Company records uncertain tax positions on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. At December 31, 2023 and 2022, the Company did not have any uncertain tax positions that required recognition. Interest and penalties related to uncertain tax positions are recognized in income tax expense. For the years ended December 31, 2023 and 2022, the Company did not recognize any penalties or interest related to unrecognized tax benefits in its consolidated financial statements. |
Dividends | Dividends — Dividends are recorded when declared by the Company’s Board of Directors. The Board of Directors had declared monthly dividends on the Series A and Series B Preferred Stock through February 2024. However, in December 2023, the dividends on the Preferred Stock were suspended. The dividend scheduled for payment on December 15, 2023 together with the remaining dividends that were declared, have been accrued in the consolidated balance sheet. Future monthly dividends will continue to accrue in arrears but will not be recorded as a liability until declared by the Board of Directors. Preferred Stock dividends are charged against paid in capital because the Company does not have sufficient retained earnings. The Company is prohibited from paying dividends on its common stock without the prior written consent of its lender, Silicon Valley Bank, a division of First Citizens Bank (“SVB”). |
Deferred Revenue | Deferred Revenue |
Fair Value Measurements | Fair Value Measurements Fair Value Measurement The Company follows a fair value measurement hierarchy to measure financial instruments. The fair value of the Company’s financial instruments is measured using inputs from the three levels of the fair value hierarchy as follows: Level 1 — Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs are directly or indirectly observable, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Inputs are unobservable inputs that are used to measure fair value to the extent observable inputs are not available. The Company has certain financial instruments that are not measured at fair value on a recurring basis. These financial instruments are subject to fair value adjustments only in certain circumstances and include cash, accounts receivable, accounts payable and accrued expenses, borrowings under term loans and line of credit, and notes payable. Due to the short term nature of these financial instruments and that the borrowings bear interest at prevailing market rates, the carrying value approximates the fair value. |
Foreign Currency Translation | Foreign Currency Translation 790,000 610,000 |
Net Loss on Lease Terminations, Unoccupied Lease Charges and Restructuring Costs | Net Loss on Lease Terminations, Unoccupied Lease Charges and Restructuring Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. 186,000 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments are effective for public business entities for fiscal years beginning after December 15, 2022. There was no impact on the consolidated financial statements as a result of this standard. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS – NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL | SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Beginning gross balance $ 61,186 $ 61,186 Acquisitions - - Impairment charges (42,000 ) - Ending gross balance $ 19,186 $ 61,186 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | Below is a summary of intangible asset activity for the years ended December 31, 2023 and 2022: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS Customer Capitalized Other Intangible Relationships Software Assets Total ($ in thousands) COST Balance, January 1, 2023 $ 47,597 $ 21,547 $ 9,651 $ 78,795 Additions - 8,548 2 8,550 Translation loss - (716 ) - (716 ) Balance, December 31, 2023 $ 47,597 $ 29,379 $ 9,653 $ 86,629 Useful lives 3 12 3 3 ACCUMULATED AMORTIZATION Balance, January 1, 2023 $ 39,523 $ 4,932 $ 4,820 $ 49,275 Amortization expense 4,849 7,426 126 12,401 Translation loss - (121 ) - (121 ) Balance, December 31, 2023 44,372 12,237 4,946 61,555 Net book value $ 3,225 $ 17,142 $ 4,707 $ 25,074 COST Balance, January 1, 2022 $ 47,597 $ 13,196 $ 9,632 $ 70,425 Additions - 9,160 19 9,179 Translation loss - (809 ) - (809 ) Balance, December 31, 2022 $ 47,597 $ 21,547 $ 9,651 $ 78,795 Useful lives 3 12 3 3 ACCUMULATED AMORTIZATION Balance, January 1, 2022 $ 33,851 $ 1,591 $ 4,205 $ 39,647 Amortization expense 5,672 3,485 615 9,772 Translation loss - (144 ) - (144 ) Balance, December 31, 2022 39,523 4,932 4,820 49,275 Net book value $ 8,074 $ 16,615 $ 4,831 $ 29,520 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | As of December 31, 2023, future amortization expense scheduled to be expensed is as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Years ending December 31, ($ in thousands) 2024 $ 11,634 2025 8,384 2026 4,006 2027 300 2028 300 Thereafter 450 Total $ 25,074 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 ($ in thousands) Computer equipment $ 5,510 $ 5,831 Office furniture and equipment 1,985 1,990 Transportation equipment 1,129 1,099 Leasehold improvements 5,350 3,460 Assets not placed in service - 72 Total property and equipment 13,974 12,452 Less accumulated depreciation (8,657 ) (7,396 ) Property and equipment – net $ 5,317 $ 5,056 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION OF RISK, BY GEOGRAPHICAL RISKS FACTOR | SCHEDULE OF CONCENTRATION OF RISK, BY GEOGRAPHICAL RISKS FACTOR 2023 2022 December 31, 2023 2022 ($ in thousands) Current assets $ 806 $ 2,306 Non-current assets 8,250 7,890 Assets 9,056 10,196 Current liabilities (1,250 ) (1,500 ) Non-current liabilities (240 ) (224 ) Net assets $ 7,566 $ 8,472 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF RECONCILIATION OF WEIGHTED-AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED NET LOSS PER COMMON SHARE | The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per common share for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILIATION OF WEIGHTED-AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED NET LOSS PER COMMON SHARE 2023 2022 Year ended December 31, 2023 2022 ($ in thousands, except share and per share amounts) Basic and Diluted: Net loss attributable to common shareholders $ (64,348 ) $ (10,085 ) Weighted-average common shares used to compute basic and diluted loss per share 15,669,472 15,109,587 Net loss attributable to common shareholders per share - basic and diluted $ (4.11 ) $ (0.67 ) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | Maturities of the outstanding notes payable and other obligations as of December 31, 2023 are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, Line of Credit Vehicle Financing Notes Insurance Financing Total ($ in thousands) 2024 $ - $ 12 $ 280 $ 292 2025 10,000 12 - 10,012 2026 - 11 - 11 2027 - 7 - 7 2028 - 7 - 7 Total $ 10,000 $ 49 $ 280 $ 10,329 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue for the years ended December 31, 2023 and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Healthcare IT: Technology-enabled business solutions $ 76,640 $ 88,140 Professional services 23,022 33,984 Printing and mailing services 2,968 2,207 Group purchasing services 1,053 945 Medical Practice Management: Medical practice management services 13,376 13,550 Total $ 117,059 $ 138,826 Revenue $ 117,059 $ 138,826 |
SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE | SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE Accounts Contract Asset Deferred Revenue Deferred Revenue ($ in thousands) Balance as of January 1, 2023 $ 14,773 $ 4,399 $ 1,386 $ 342 (Decrease) increase, net (2,885 ) 695 (6 ) (86 ) Balance as of December 31, 2023 $ 11,888 $ 5,094 $ 1,380 $ 256 Balance as of January 1, 2022 $ 17,006 $ 4,725 $ 1,085 $ 341 (Decrease) increase, net (2,233 ) ( 326 ) 301 1 Balance as of December 31, 2022 $ 14,773 $ 4,399 $ 1,386 $ 342 |
SCHEDULE OF TRADE ALLOWANCE FOR DOUBTFUL ACCOUNTS | Changes in the allowance for expected credit losses for trade accounts receivable are presented in the table below: SCHEDULE OF TRADE ALLOWANCE FOR DOUBTFUL ACCOUNTS 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Beginning balance $ 823 $ 537 Adoption of ASC 326 186 - Provision 454 740 Recoveries/adjustments 107 313 Write-offs (691 ) (767 ) Ending balance $ 879 $ 823 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF LEASE EXPENSE | The components of lease expense were as follows: SCHEDULE OF LEASE EXPENSE 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Operating lease cost $ 2,669 $ 3,714 Short-term lease cost - 92 Variable lease cost 32 29 Total - net lease cost $ 2,701 $ 3,835 |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES | Supplemental balance sheet information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES December 31, 2023 December 31, 2022 ($ in thousands) Operating leases: Operating lease ROU assets, net $ 4,365 $ 4,921 Operating lease liabilities (current portion) $ 1,888 $ 2,273 Operating lease liabilities 2,516 3,207 Total operating lease liabilities $ 4,404 $ 5,480 Operating leases: ROU assets $ 6,571 $ 8,293 Asset lease expense (2,152 ) (3,286 ) Foreign exchange loss (54 ) (86 ) ROU assets, net $ 4,365 $ 4,921 Operating lease right-of-use assets $ 4,365 $ 4,921 Weighted average remaining lease term (in years): Operating leases 4.5 5.1 Weighted average discount rate: Operating leases 13.3 % 7.9 % Operating leases, Weighted average discount rate: 13.3 % 7.9 % |
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES | Supplemental cash flow and other information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,244 $ 4,743 ROU assets obtained in exchange for lease liabilities: Operating leases, excluding impairments and terminations $ 1,682 $ 1,569 |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating leases - Years ending December 31, ($ in thousands) 2024 $ 2,304 2025 1,295 2026 538 2027 416 2028 347 Thereafter 1,427 Total lease payments 6,327 Less: imputed interest (1,923 ) Total lease obligations 4,404 Less: current obligations (1,888 ) Long-term lease obligations $ 2,516 |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
SCHEDULE OF RESTRUCTURING COSTS | SCHEDULE OF RESTRUCTURING COSTS Year ended December 31, 2023 ($ in thousands) Severance and separation costs $ 439 Equity awards acceleration costs associated with severance 170 Other exit related costs 36 Total restructuring and other costs $ 645 |
SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS | SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS Severance and Equity awards Other exit Total ($ in thousands) Balance as of January 1, 2023 $ - $ - $ - $ - Additions 439 170 36 645 Payments and other adjustments (294 ) (170 ) (10 ) (474 ) Balance as of December 31, 2023 $ 145 $ - $ 26 $ 171 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD | The following table summarizes the RSU and restricted stock transactions related to the common and Preferred Stock under the A&R Plan for the years ended December 31, 2023 and 2022: DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Common Stock Series A Series B Outstanding and unvested shares at January 1, 2023 645,475 - 80,462 Granted 1,098,976 - 62,000 Vested (896,893 ) - (85,263 ) Forfeited (94,063 ) - - Outstanding and unvested shares at December 31, 2023 753,495 - 57,199 Outstanding and unvested shares at January 1, 2022 418,039 34,000 - Granted 777,715 8,644 100,000 Vested (465,455 ) (42,644 ) (19,538 ) Forfeited (84,824 ) - - Outstanding and unvested shares at December 31, 2022 645,475 - 80,462 |
SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK UNITS AWARD ACTIVITY | The following table summarizes the share activity during the years ended December 31, 2023 and 2022 and the amount of common and preferred shares available for grant at December 31, 2023 and 2022: SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK UNITS AWARD ACTIVITY Common Stock Series A Series B Shares available for grant at January 1, 2023 1,498,492 33,769 100,000 RSUs granted (1,098,976 ) - (62,000 ) RSUs forfeited 94,063 - - Shares available for grant at December 31, 2023 493,579 33,769 38,000 Shares available for grant at January 1, 2022 1,191,383 320,065 - Shares added to plan 1,000,000 - 200,000 RSUs granted (777,715 ) (8,644 ) (100,000 ) Shares redesignated as Series B - (277,652 ) - RSUs forfeited 84,824 - - Shares available for grant at December 31, 2022 1,498,492 33,769 100,000 |
SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS | SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS Year Ended December 31, Stock-based compensation included in the consolidated statements of operations: 2023 2022 ($ in thousands) Direct operating costs $ 891 $ 1,047 General and administrative 2,835 2,598 Research and development 135 245 Selling and marketing 855 1,024 Net loss on lease terminations, unoccupied lease charges and restructuring costs 170 - Total stock-based compensation expense $ 4,886 $ 4,914 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX VALUATION ALLOWANCE | SCHEDULE OF DEFERRED TAX VALUATION ALLOWANCE Year Ended December 31, 2023 2022 ($ in thousands) Beginning balance $ 92,091 $ 86,728 Current year valuation allowance (decrease) increase (4,494 ) 5,363 Ending balance $ 87,597 $ 92,091 |
SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN | The (loss) income before tax for financial reporting purposes during the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN Year Ended December 31, 2023 2022 ($ in thousands) United States $ (48,985 ) $ 6,137 Foreign (53 ) (528 ) Total $ (49,038 ) $ 5,609 |
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) | The (benefit) provision for income taxes for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) Year Ended December 31, 2023 2022 ($ in thousands) Current: Federal $ - $ - State 123 80 Foreign 38 21 Current Income Tax Expense (Benefit) 161 101 Deferred: Federal (252 ) 63 State (273 ) 13 Deferred Income Tax Expense (Benefit) (525 ) 76 Total income tax (benefit) provision $ (364 ) $ 177 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of the Company’s deferred income taxes as of December 31, 2023 and 2022 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2023 2022 ($ in thousands) Deferred tax assets: Allowance for expected credit losses $ 228 $ 221 Deferred revenue 68 97 Property and intangible assets 1,933 2,213 State net operating loss (“NOL”) carryforwards 19,749 27,262 Federal net operating loss (“NOL”) carryforwards 57,562 57,179 Section 163(j) interest limitation 2,731 2,525 Stock based compensation - 173 ASC 842 - ROU asset (1,026 ) (1,243 ) Prepaid commissions (303 ) (253 ) Cumulative balance translation adjustment 988 819 Section 267 limitation 6 7 Credit carryovers 2,498 2,498 ASC 842 - Lease liability 1,031 1,386 Accrued compensation 80 171 Other (59 ) 69 Section 174 Costs 3,799 - Valuation allowance (87,597 ) (92,091 ) Total deferred tax assets 1,688 1,033 Deferred tax liabilities: Goodwill amortization (1,688 ) (1,558 ) Net deferred tax liability $ - $ (525 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Year Ended December 31, 2023 2022 ($ in thousands) Federal (benefit) provision at statutory rate $ (10,298 ) $ 1,178 Increase (decrease) in income taxes resulting from: State tax expense, net of federal benefit 7,383 77 Non-deductible items 26 20 Impact of foreign operations 50 (137 ) Subpart F GILTI inclusion 804 62 Stock based compensation 18 239 Change in contingent consideration - (649 ) Goodwill impairment charges 5,692 - Deferred true-up 455 858 Valuation allowance (4,494 ) (1,471 ) Total income tax (benefit) provision $ (364 ) $ 177 |
OTHER EXPENSE _ NET (Tables)
OTHER EXPENSE – NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
SCHEDULE OF OTHER (EXPENSE) INCOME - NET | Other expense - net for the years ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF OTHER (EXPENSE) INCOME - NET 2023 2022 Year Ended December 31, 2023 2022 ($ in thousands) Foreign exchange losses $ (790 ) $ (610 ) Other expense (93 ) (27 ) Other expense - net $ (883 ) $ (637 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Healthcare IT Medical Practice Unallocated Total Year Ended December 31, 2023 Healthcare IT Medical Practice Unallocated Total Net revenue $ 103,683 $ 13,376 $ - $ 117,059 Operating expenses: Direct operating costs 60,319 10,498 - 70,817 Selling and marketing 9,614 36 - 9,650 General and administrative 10,992 1,854 8,618 21,464 Research and development 4,736 - - 4,736 Change in contingent consideration Depreciation and amortization 14,046 356 - 14,402 Goodwill impairment charges 42,000 - - 42,000 Loss on lease terminations, unoccupied lease charges and restructuring costs 1,105 - - 1,105 Total operating expenses 142,812 12,744 8,618 164,174 Operating (loss) income $ (39,129 ) $ 632 $ (8,618 ) $ (47,115 ) Healthcare IT Medical Practice Unallocated Total Year Ended December 31, 2022 Healthcare IT Medical Practice Unallocated Total Net revenue $ 125,276 $ 13,550 $ - $ 138,826 Operating expenses: Direct operating costs 73,702 10,732 - 84,434 Selling and marketing 9,760 28 - 9,788 General and administrative 12,558 1,802 9,460 23,820 Research and development 4,401 - - 4,401 Change in contingent consideration (3,090 ) - - (3,090 ) Depreciation and amortization 11,368 357 - 11,725 Net loss on lease terminations and unoccupied lease charges 1,138 - - 1,138 Loss on lease terminations, unoccupied lease charges and restructuring costs 1,138 - - 1,138 Total operating expenses 109,837 12,919 9,460 132,216 Operating income (loss) $ 15,439 $ 631 $ (9,460 ) $ 6,610 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Year Ended December 31, 2023 2022 ($ in thousands) Balance - January 1, $ - $ 3,090 Acquisitions - - Change in fair value - (3,090 ) Payments - - Balance - December 31, $ - $ - |
FAIR VALUE OF THE ASSETS MEASURED ON A NON-RECURRING BASIS | FAIR VALUE OF THE ASSETS MEASURED ON A NON-RECURRING BASIS Fair Value Measurement at December 31, 2023 Expense for the year ended Carrying Value Level 1 Level 2 Level 3 December 31, 2023 ($ in thousands) Goodwill - Healthcare IT $ 19,186 $ - $ - $ 19,186 $ 42,000 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) | Apr. 01, 2022 | Dec. 31, 2004 |
MTBC Private Limited [Member] | ||
Equity method investment ownership, percentage | 99.90% | |
MTBC Private Limited [Member] | Founder and Executive Chairman [Member] | ||
Equity method investment ownership, percentage | 0.10% | |
MTBC Bagh Private Limited [Member] | ||
Equity method investment ownership, percentage | 99.80% | |
MTBC Bagh Private Limited [Member] | Founder and Executive Chairman [Member] | ||
Equity method investment ownership, percentage | 0.20% |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2023 USD ($) | Aug. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Jan. 01, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Goodwill impairment charges | $ 0 | $ 42,000,000 | ||||
Net loss (income) | 48,674,000 | (5,432,000) | ||||
Net decrease (increase) in cash | 8,968,000 | (1,959,000) | ||||
Working capital | $ 57,000 | 57,000 | ||||
Cash | 3,331,000 | 3,331,000 | 12,299,000 | |||
[custom:DividendSuspended] | $ 1,300,000 | |||||
Number of operating segments | Segment | 2 | |||||
Selling and marketing expenses | $ 4,000,000 | 4,500,000 | ||||
Internal-use software costs capitalized | 8,600,000 | 9,200,000 | ||||
Impairment charges | 0 | 0 | ||||
Foreign exchange losses | 790,000 | $ 610,000 | ||||
Allowance for expected credit losses | $ 186,000 | |||||
Healthcare IT [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Goodwill impairment charges | $ 2,000,000 | $ 40,000,000 | $ 42,000,000 | |||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, estimated useful lives | 3 years | 3 years | ||||
Intangible assets, estimated useful lives | 3 years | 3 years | ||||
Minimum [Member] | Customer Relationships [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Intangible assets, estimated useful lives | 3 years | 3 years | 3 years | |||
Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, estimated useful lives | 5 years | 5 years | ||||
Intangible assets, estimated useful lives | 4 years | 4 years | ||||
Maximum [Member] | Customer Relationships [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Intangible assets, estimated useful lives | 12 years | 12 years | 12 years |
SCHEDULE OF CHANGES TO THE CARR
SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning gross balance | $ 61,186,000 | $ 61,186,000 | |
Acquisitions | |||
Impairment charges | $ 0 | (42,000,000) | |
Ending gross balance | $ 19,186,000 | $ 61,186,000 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning balance | $ 78,795 | $ 70,425 |
Cost, additions | 8,550 | 9,179 |
Cost, translation loss | (716) | (809) |
Cost, ending balance | 86,629 | 78,795 |
Accumulated amortization, beginning balance | 49,275 | 39,647 |
Accumulated amortization, amortization expense | 12,401 | 9,772 |
Accumulated amortization, translation loss | (121) | (144) |
Accumulated amortization, ending balance | 61,555 | 49,275 |
Net book value | $ 25,074 | 29,520 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 3 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 4 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning balance | $ 47,597 | 47,597 |
Cost, additions | ||
Cost, translation loss | ||
Cost, ending balance | 47,597 | 47,597 |
Accumulated amortization, beginning balance | 39,523 | 33,851 |
Accumulated amortization, amortization expense | 4,849 | 5,672 |
Accumulated amortization, translation loss | ||
Accumulated amortization, ending balance | 44,372 | 39,523 |
Net book value | $ 3,225 | $ 8,074 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 3 years | 3 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful lives | 12 years | 12 years |
Capitalized Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning balance | $ 21,547 | $ 13,196 |
Cost, additions | 8,548 | 9,160 |
Cost, translation loss | (716) | (809) |
Cost, ending balance | $ 29,379 | $ 21,547 |
Useful lives | 3 years | 3 years |
Accumulated amortization, beginning balance | $ 4,932 | $ 1,591 |
Accumulated amortization, amortization expense | 7,426 | 3,485 |
Accumulated amortization, translation loss | (121) | (144) |
Accumulated amortization, ending balance | 12,237 | 4,932 |
Net book value | 17,142 | 16,615 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost, beginning balance | 9,651 | 9,632 |
Cost, additions | 2 | 19 |
Cost, translation loss | ||
Cost, ending balance | $ 9,653 | $ 9,651 |
Useful lives | 3 years | 3 years |
Accumulated amortization, beginning balance | $ 4,820 | $ 4,205 |
Accumulated amortization, amortization expense | 126 | 615 |
Accumulated amortization, translation loss | ||
Accumulated amortization, ending balance | 4,946 | 4,820 |
Net book value | $ 4,707 | $ 4,831 |
SCHEDULE OF FINITE-LIVED INTA_2
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 11,634 | |
2025 | 8,384 | |
2026 | 4,006 | |
2027 | 300 | |
2028 | 300 | |
Thereafter | 450 | |
Total | $ 25,074 | $ 29,520 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS – NET (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2023 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 19,186,000 | $ 19,186,000 | $ 61,186,000 | $ 61,186,000 | ||
Goodwill impairment charges | $ 0 | 42,000,000 | ||||
Amortization expense | $ 12,400,000 | 9,800,000 | ||||
Weighted-average amortization period | 3 years | |||||
Medical Practice Management Segment [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 90,000 | $ 90,000 | $ 90,000 | |||
Healthcare IT [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charges | $ 2,000,000 | $ 40,000,000 | $ 42,000,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 13,974 | $ 12,452 |
Less accumulated depreciation | (8,657) | (7,396) |
Property and equipment – net | 5,317 | 5,056 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,510 | 5,831 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,985 | 1,990 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,129 | 1,099 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,350 | 3,460 |
Assets Not Placed In Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 72 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2 | $ 2 |
SCHEDULE OF CONCENTRATION OF RI
SCHEDULE OF CONCENTRATION OF RISK, BY GEOGRAPHICAL RISKS FACTOR (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | $ 23,243 | $ 34,653 |
Assets | 77,826 | 136,174 |
Current liabilities | (23,300) | (22,398) |
Non-US [Member] | ||
Current assets | 806 | 2,306 |
Non-current assets | 8,250 | 7,890 |
Assets | 9,056 | 10,196 |
Current liabilities | (1,250) | (1,500) |
Non-current liabilities | (240) | (224) |
Net assets | $ 7,566 | $ 8,472 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Fair Value, Concentration of Risk, Cash and Cash Equivalents | $ 255,000 | $ 1,800,000 |
Non-US [Member] | ||
Concentration Risk [Line Items] | ||
Net assets | 7,566,000 | 8,472,000 |
Intercompany receivables | $ 1,000,000 | $ 1,000,000 |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7% | 6% |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7% | 6% |
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 9% | 7% |
SCHEDULE OF RECONCILIATION OF W
SCHEDULE OF RECONCILIATION OF WEIGHTED-AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common shareholders | $ (64,348) | $ (10,085) |
Weighted-average common shares used to compute basic loss per share | 15,669,472 | 15,109,587 |
Weighted-average common shares used to compute diluted loss per share | 15,669,472 | 15,109,587 |
Net loss attributable to common shareholders per share - basic | $ (4.11) | $ (0.67) |
Net loss attributable to common shareholders per share - diluted | $ (4.11) | $ (0.67) |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unexercised Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive shares | 1,128,489 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive shares | 733,908 | 598,245 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 292 |
2025 | 10,012 |
2026 | 11 |
2027 | 7 |
2028 | 7 |
Total | 10,329 |
Line of Credit [Member] | |
Debt Instrument [Line Items] | |
2024 | |
2025 | 10,000 |
2026 | |
2027 | |
2028 | |
Total | 10,000 |
Vehicle Financing Notes [Member] | |
Debt Instrument [Line Items] | |
2024 | 12 |
2025 | 12 |
2026 | 11 |
2027 | 7 |
2028 | 7 |
Total | 49 |
Insurance Financing [Member] | |
Debt Instrument [Line Items] | |
2024 | 280 |
2025 | |
2026 | |
2027 | |
2028 | |
Total | $ 280 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2023 | Feb. 28, 2023 | Oct. 31, 2017 | Sep. 30, 2021 | Sep. 30, 2018 | Dec. 31, 2023 | Aug. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Lline of credit | $ 10,000,000 | $ 8,000,000 | ||||||
Line of credit, remaining borrowing base | $ 4,600,000 | |||||||
Insurance Financing [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 8.56% | |||||||
Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase | 6,603,489 | |||||||
Warrants price per share | $ 3.92 | |||||||
Minimum [Member] | Vehicle Financing Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Vehicle financing in United States and Pakistan | 3 years | |||||||
Maximum [Member] | Vehicle Financing Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Vehicle financing in United States and Pakistan | 6 years | |||||||
SVB Debt Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Payment of upfront fees | $ 50,000 | |||||||
Warrants to purchase | 125,000 | |||||||
Payments for annual anniversary fee | $ 50,000 | |||||||
Warrant strike price | $ 3.92 | |||||||
Warrants term | 5 years | |||||||
Warrants price per share | $ 3.12 | |||||||
Interest rate description | reduced the interest rate by 25 basis points | |||||||
Line of credit facility commitment fee amount | $ 100,000 | |||||||
SVB Debt Agreement [Member] | Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Payment of upfront fees | $ 50,000 | |||||||
Warrants to purchase | 28,489 | |||||||
Warrant strike price | $ 5.26 | |||||||
Warrants price per share | $ 3.58 | |||||||
SVB Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit borrowing term | The SVB credit facility is a secured revolving line of credit where borrowings are based on a formula of 200% of repeatable revenue adjusted by an annualized attrition rate as defined in the credit agreement | |||||||
Line of credit, current borrowing capacity | $ 5,000,000 | |||||||
Line of credit, increased | $ 25,000,000 | $ 20,000,000 | $ 10,000,000 | |||||
Line of credit, term extension | term was extended for two years through October 13, 2025 | term was extended for two years | term was extended for an additional year | |||||
Minimum liquidity ratio reduction amendments expiry date | Mar. 31, 2024 | |||||||
Line of credit facility, commitment fee description | There is also a fee of one-half of 1% annually for the unused portion of the credit line | |||||||
Percentage of shares offshore facilities | 65% | |||||||
SVB Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, increased | $ 5,000,000 | |||||||
SVB Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, increased | $ 10,000,000 | |||||||
SVB Credit Facility [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 2% | 2% | 1.50% |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 117,059 | $ 138,826 |
Healthcare IT [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 103,683 | 125,276 |
Healthcare IT [Member] | Technology Enabled Business Solutions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 76,640 | 88,140 |
Healthcare IT [Member] | Professional Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,022 | 33,984 |
Healthcare IT [Member] | Printing and Mailing Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,968 | 2,207 |
Healthcare IT [Member] | Group Purchasing Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,053 | 945 |
Medical Practice Management [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 13,376 | $ 13,550 |
SCHEDULE OF CHANGES IN ACCOUNTS
SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Accounts Receivable - Net, Opening | $ 14,773 | $ 17,006 |
Contract Assets, Opening | 4,399 | 4,725 |
Deferred Revenue (current), Opening | 1,386 | 1,085 |
Deferred Revenue (long term), Opening | 342 | 341 |
Accounts Receivable - Net, (Decrease) increase, net | (2,885) | (2,233) |
Increase (Decrease) in Contract with Customer, Asset | 695 | (326) |
Deferred Revenue (current), (Decrease) increase, net | (6) | 301 |
Deferred Revenue (long term), (Decrease) increase, net | (86) | 1 |
Accounts Receivable - Net, Closing | 11,888 | 14,773 |
Contract Assets, Closing | 5,094 | 4,399 |
Deferred Revenue (current), Closing | 1,380 | 1,386 |
Deferred Revenue (long term), Closing | 256 | 342 |
Contract Assets, (Decrease) increase, net | $ (695) | $ 326 |
SCHEDULE OF TRADE ALLOWANCE FOR
SCHEDULE OF TRADE ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning balance | $ 823 | $ 537 |
Adoption of ASC 326 | 186 | |
Provision | 454 | 740 |
Recoveries/adjustments | 107 | 313 |
Write-offs | (691) | (767) |
Ending balance | $ 879 | $ 823 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 117,059,000 | $ 138,826,000 | |
Revenue, remaining performance obligation, amount | $ 4,700,000 | ||
Estimated recognition period for remaining performance obligations | over the next three months | ||
Amortization of deferred sales commissions | $ 487,000 | 594,000 | |
Accumulated deficit | (74,481,000) | (25,621,000) | |
Trade Accounts Receivable [Member] | Accounting Standards Update 2016-13 [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Accumulated deficit | $ 186,000 | ||
Other Noncurrent Assets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Deferred commissions | 517,000 | 643,000 | |
Chronic Care Management [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,500,000 | 208,000 | |
Remote Patient Monitoring [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 400,000 | 6,000 | |
Professional Services [Member] | Unbilled Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 100,000 | $ 2,000,000 | |
Group Purchasing Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with customer, asset, after allowance for credit loss | $ 374,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Mar. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 15, 2027 | Feb. 15, 2026 | Feb. 15, 2025 | Feb. 15, 2024 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common shares held as treasury stock, shares | 740,799 | 740,799 | |||||
Common shares held as treasury stock, cost | $ 662,000 | $ 662,000 | |||||
Common stock, voting rights | Holders of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of shareholders on which holders of common stock are entitled to vote | ||||||
Preferred stock, shares authorized | 7,000,000 | 7,000,000 | |||||
Proceeds from issuance of Series B Preferred Stock, net of expenses | $ 1,427,000 | $ 30,901,000 | |||||
Dividend, share-based payment arrangement, cash | 1,300,000 | ||||||
Stock issuance costs | $ 71,000 | 2,300,000 | |||||
Fees paid for comfort letters | $ 32,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 4,526,231 | ||||||
Number of shares redeemed | 800,000 | ||||||
Preferred stock, redemption price per share | $ 25 | $ 25 | |||||
Preferred Stock, Liquidation Preference Per Share | 25 | ||||||
Preferred stock, dividend per share | 2.75 | ||||||
Series B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock number of shares issued in transaction | 1,324,858 | ||||||
Proceeds from issuance of Series B Preferred Stock, net of expenses | $ 30,900,000 | ||||||
Preferred stock, dividend per share | $ 2.19 | ||||||
Series B Preferred Stock [Member] | Forecast [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, redemption price per share | $ 25 | $ 25.25 | $ 25.50 | $ 25.75 | |||
At The Market Facility [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Authorized sale of stock, value | $ 50,000,000 | ||||||
Underwriter commission fees percentage | 3% | ||||||
Sale of stock number of shares issued in transaction | 0 | 0 | |||||
At The Market Facility [Member] | Series B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Authorized sale of stock, value | $ 35,000,000 | ||||||
Underwriter commission fees percentage | 3% | ||||||
Sale of stock number of shares issued in transaction | 59,773 | 224,048 | |||||
Proceeds from issuance of Series B Preferred Stock, net of expenses | $ 1,400,000 | ||||||
Treasury Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock repurchase program expiration date | Jan. 25, 2017 | ||||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued | 6,603,489 | ||||||
Warrant outstanding | 0 | 1,128,489 | |||||
Warrants exercised | 125,000 | ||||||
Warrant exercise price | $ 3.92 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Ramapo Anesthesiologists, PC [Member] | Dec. 22, 2023 USD ($) |
Loss Contingencies [Line Items] | |
Mitigation related costs | $ 117,000 |
Accrued Expenses [Member] | |
Loss Contingencies [Line Items] | |
Mitigation settlement payable | $ 32,000 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost | $ 2,669 | $ 3,714 |
Short-term lease cost | 92 | |
Variable lease cost | 32 | 29 |
Total - net lease cost | $ 2,701 | $ 3,835 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right-of-use assets | $ 4,365 | $ 4,921 |
Operating lease liabilities (current portion) | 1,888 | 2,273 |
Operating lease liabilities | 2,516 | 3,207 |
Total operating lease liabilities | 4,404 | 5,480 |
ROU assets | 6,571 | 8,293 |
Asset lease expense | (2,152) | (3,286) |
Foreign exchange loss | $ (54) | $ (86) |
Weighted average remaining lease term: Operating leases | 4 years 6 months | 5 years 1 month 6 days |
Operating leases, Weighted average discount rate: | 13.30% | 7.90% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 3,244 | $ 4,743 |
Operating leases, excluding impairments and terminations | $ 1,682 | $ 1,569 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 2,304 | |
2025 | 1,295 | |
2026 | 538 | |
2027 | 416 | |
2028 | 347 | |
Thereafter | 1,427 | |
Total lease payments | 6,327 | |
Less: imputed interest | (1,923) | |
Total lease obligations | 4,404 | $ 5,480 |
Less: current obligations | (1,888) | (2,273) |
Long-term lease obligations | $ 2,516 | $ 3,207 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Unoccupied lease charges | $ 169,000 | $ 1,000,000 |
Lease impairment | 0 | 0 |
Net (loss) gain on lease termination | $ (291,000) | 105,000 |
Lease termination costs | $ 203,000 | |
Operating lease description | we had 32 leased properties, five in Medical Practice Management and 27 in Healthcare IT, with the remaining terms ranging from less than one year to twelve years. Our lease terms are determined taking into account lease renewal options, the Company’s anticipated operating plans and leases that are on a month-to-month basi |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2024 | Feb. 28, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Revenue | $ 117,059,000 | $ 138,826,000 | |||
Current assets - related party | 16,000 | 16,000 | |||
Lease expense per month for temporary housing | 6,200 | ||||
Operating lease, right-of-use asset | 4,365,000 | 4,921,000 | |||
Operating lease liability (current portion) | 1,888,000 | 2,273,000 | |||
Operating lease liability | 2,516,000 | 3,207,000 | |||
talkMD Clinicians [Member] | |||||
Related Party Transaction [Line Items] | |||||
Income taxes paid | 5,000 | ||||
Executive Chairman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | 256,000 | 198,000 | |||
Operating lease upgradations | 1,800,000 | 941,000 | |||
Payments to related party | 330,000 | 42,000 | |||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operating lease, right-of-use asset | 331,000 | 467,000 | |||
Operating lease liability (current portion) | 182,000 | 158,000 | |||
Operating lease liability | 142,000 | 301,000 | |||
Physician [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 125,000 | 58,000 | |||
Accounts receivable due from customer | $ 18,000 | $ 10,000 | |||
Former Non-Independent Directors [Member] | Series B Preferred Stock [Member] | Consulting Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued for services | 14,000 | 10,000 | |||
Preferred stock dividend percentage | 8.75% | ||||
Former Non-Independent Directors [Member] | Series B Preferred Stock [Member] | Consulting Agreement [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued for services | 14,000 |
SCHEDULE OF RESTRUCTURING COSTS
SCHEDULE OF RESTRUCTURING COSTS (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Severance and separation costs | $ 439,000 |
Equity awards acceleration costs associated with severance | 170,000 |
Other exit related costs | 36,000 |
Total restructuring and other costs | $ 645,000 |
SCHEDULE OF LIABILITIES ASSOCIA
SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of January 1, 2023 | |
Additions | 645,000 |
Payments and other adjustments | (474,000) |
Balance as of December 31, 2023 | 171,000 |
Severance And Separation Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of January 1, 2023 | |
Additions | 439,000 |
Payments and other adjustments | (294,000) |
Balance as of December 31, 2023 | 145,000 |
Equity Awards Acceleration Costs Associated With Severance [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of January 1, 2023 | |
Additions | 170,000 |
Payments and other adjustments | (170,000) |
Balance as of December 31, 2023 | |
Other Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of January 1, 2023 | |
Additions | 36,000 |
Payments and other adjustments | (10,000) |
Balance as of December 31, 2023 | $ 26,000 |
RESTRUCTURING COSTS (Details Na
RESTRUCTURING COSTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 02, 2023 | |
Restructuring and Related Activities [Abstract] | |||
Estimated restructuring expense | $ 900,000 | ||
Restructuring expense incurred | $ 645,000 | ||
Net (loss) gain on lease terminations | (291,000) | $ 105,000 | |
Unoccupied lease charges | $ 169,000 | $ 1,000,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Retirement Plan For U.S. Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 587,000 | $ 549,000 |
Defined Contribution Retirement Plan For Pakistan Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 394,000 | 329,000 |
Employee benefit plan, description | The plan provides for monthly contributions by the Company which are equal to 10% of qualified employees’ basic monthly compensation | |
Defined Contribution Retirement Plan For SriLanka Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 24,000 | $ 22,000 |
Defined contribution plan, employee matching contribution, on gross pay | 8% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 12% |
DISCLOSURE OF SHARE-BASED COMPE
DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD (Details) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Series A Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | 34,000 | |
Granted | 8,644 | |
Vested | (42,644) | |
Forfeited | ||
Outstanding and unvested at ending | ||
Series B Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | 80,462 | |
Granted | 62,000 | 100,000 |
Vested | (85,263) | (19,538) |
Forfeited | ||
Outstanding and unvested at ending | 57,199 | 80,462 |
Common Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | 645,475 | 418,039 |
Granted | 1,098,976 | 777,715 |
Vested | (896,893) | (465,455) |
Forfeited | (94,063) | (84,824) |
Outstanding and unvested at ending | 753,495 | 645,475 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, RESTRICTED STOCK UNITS AWARD ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested shares, beginning | 1,498,492 | 1,191,383 |
RSUs granted | (1,098,976) | (777,715) |
RSUs forfeited | 94,063 | 84,824 |
Outstanding and unvested shares, ending | 493,579 | 1,498,492 |
Shares added to the Plan | 1,000,000 | |
Shares redesignated as Series B | ||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested shares, beginning | 33,769 | 320,065 |
RSUs granted | (8,644) | |
RSUs forfeited | ||
Outstanding and unvested shares, ending | 33,769 | 33,769 |
Shares added to the Plan | ||
Shares redesignated as Series B | (277,652) | |
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested shares, beginning | 100,000 | |
RSUs granted | (62,000) | (100,000) |
RSUs forfeited | ||
Outstanding and unvested shares, ending | 38,000 | 100,000 |
Shares added to the Plan | 200,000 | |
Shares redesignated as Series B |
SCHEDULE OF EMPLOYEE SERVICE SH
SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 4,886 | $ 4,914 |
Direct Operating Costs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 891 | 1,047 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 2,835 | 2,598 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 135 | 245 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 855 | 1,024 |
Net loss on lease terminations, unoccupied lease charges and restructuring costs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 170 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2020 | Dec. 31, 2018 | Apr. 14, 2017 | Apr. 30, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 4,886,000 | $ 4,914,000 | ||||||
Liability for cash settled amount | 767,000 | 1,000,000 | ||||||
Cash settlement | $ 19,000 | $ 105,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment award, number of shares grant | 34,000 | |||||||
Weighted average grant date fair value | $ 26.69 | |||||||
Series A Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation restricted stock, grants in period | 8,644 | |||||||
Series B Preferred Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment award, number of shares grant | 34,000 | |||||||
Share-based payment award, number of shares issuance | 10,000 | |||||||
Weighted average grant date fair value | $ 25.07 | $ 25.24 | ||||||
Series B Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation restricted stock, grants in period | 62,000 | 100,000 | ||||||
Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value | $ 3.40 | $ 4.27 | ||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 493,579 | 1,498,492 | 1,191,383 | |||||
Share-based compensation restricted stock, grants in period | 1,098,976 | 777,715 | ||||||
Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 1,300,000 | $ 1,400,000 | ||||||
Sharebased compensation nonvested awards total compensation cost not yet recognized | $ 351,000 | $ 557,000 | ||||||
Unvested stock option award, equity | 733,908 | 598,245 | ||||||
Restricted stock award classified as liability | 19,587 | 47,230 | ||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 33,769 | 33,769 | 320,065 | |||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 38,000 | 100,000 | ||||||
Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation restricted stock, grants in period | 135,000 | |||||||
Stock-based compensation | $ 404,000 | |||||||
One Employee [Member] | Series A Preferred Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment award, number of shares grant | 16,010 | |||||||
2014 Equity Incentive Plan [Member] | Employees, Officers, Directors and Consultants [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares reserved for future issuance | 1,351,000 | |||||||
Amended and Restated Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Four Outsides Members of Board [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation restricted stock, grants in period | 30,000 | 80,000 | ||||||
Shares vesting percentage | 25% | 25% | ||||||
Amended and Restated Equity Incentive Plan [Member] | Series A Preferred Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares added to the A&R Plan for future issuance | 200,000 | 300,000 | 200,000 | 100,000 | ||||
Amended and Restated Equity Incentive Plan [Member] | Common Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Shares added to the A&R Plan for future issuance | 1,000,000 | 2,000,000 | 1,500,000 |
SCHEDULE OF DEFERRED TAX VALUAT
SCHEDULE OF DEFERRED TAX VALUATION ALLOWANCE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 92,091 | $ 86,728 |
Current year valuation allowance (decrease) increase | (4,494) | 5,363 |
Ending balance | $ 87,597 | $ 92,091 |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (48,985) | $ 6,137 |
Foreign | (53) | (528) |
Total | $ (49,038) | $ 5,609 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current tax, Federal | ||
Current tax, State | 123 | 80 |
Current tax, Foreign | 38 | 21 |
Current income taxes (benefit) provision | 161 | 101 |
Deferred Tax, Federal | (252) | 63 |
Deferred Tax, State | (273) | 13 |
Deferred income taxes (benefit) provision | (525) | 76 |
Total income tax (benefit) provision | $ (364) | $ 177 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | |||
Allowance for expected credit losses | $ 228 | $ 221 | |
Deferred revenue | 68 | 97 | |
Property and intangible assets | 1,933 | 2,213 | |
State net operating loss ("NOL") carryforwards | 19,749 | 27,262 | |
Federal net operating loss ("NOL") carryforwards | 57,562 | 57,179 | |
Section 163(j) interest limitation | 2,731 | 2,525 | |
Stock based compensation | 173 | ||
ASC 842 - ROU asset | (1,026) | (1,243) | |
Prepaid commissions | (303) | (253) | |
Cumulative balance translation adjustment | 988 | 819 | |
Section 267 limitation | 6 | 7 | |
Credit carryovers | 2,498 | 2,498 | |
ASC 842 - Lease liability | 1,031 | 1,386 | |
Accrued compensation | 80 | 171 | |
Other | (59) | 69 | |
Section 174 Costs | 3,799 | ||
Valuation allowance | (87,597) | (92,091) | $ (86,728) |
Total deferred tax assets | 1,688 | 1,033 | |
Goodwill amortization | (1,688) | (1,558) | |
Net deferred tax liability | $ (525) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal provision at statutory rate | $ (10,298) | $ 1,178 |
State tax expense, net of federal benefit | 7,383 | 77 |
Non-deductible items | 26 | 20 |
Impact of foreign operations | 50 | (137) |
Subpart F GILTI inclusion | 804 | 62 |
Stock based compensation | 18 | 239 |
Change in contingent consideration | (649) | |
Goodwill impairment charges | 5,692 | |
Deferred true-up | 455 | 858 |
Valuation allowance | (4,494) | (1,471) |
Total income tax (benefit) provision | $ (364) | $ 177 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Goodwill impairment charge | $ 0 | $ 42,000,000 | ||
Goodwill amortization period for tax purposes | 15 years | |||
Federal statutory income tax rate | 21% | |||
Income tax credit | 100% | |||
Income tax examination description | A new tax became effective July 1, 2022, whereby IT companies are subject to a 0.25% tax deducted at the source on receipts received from foreign sources with no further tax being due | |||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | $ 274,000,000 | |||
Federal [Member] | CareCloud and Meridian Acquisitions [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 238,000,000 | |||
Federal [Member] | Between 2034 and 2037 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 198,000,000 | |||
Federal [Member] | Indefinite Life [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 76,000,000 | |||
State [Member] | Between 2034 and 2041 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 199,000,000 | |||
NEW JERSEY | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | $ 86,000,000 | |||
PAKISTAN | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal statutory income tax rate | 21% | 21% | ||
Pakistan statutory corporate tax rate | 29% |
SCHEDULE OF OTHER (EXPENSE) INC
SCHEDULE OF OTHER (EXPENSE) INCOME - NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
Foreign exchange losses | $ (790) | $ (610) |
Other expense | (93) | (27) |
Other expense - net | $ (883) | $ (637) |
SCHEDULE OF REVENUES, OPERATING
SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2023 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 117,059,000 | $ 138,826,000 | |||
Direct operating costs | 70,817,000 | 84,434,000 | |||
Selling and marketing | 9,650,000 | 9,788,000 | |||
General and administrative | 21,464,000 | 23,820,000 | |||
Research and development | 4,736,000 | 4,401,000 | |||
Change in contingent consideration | (3,090,000) | ||||
Depreciation and amortization | 14,402,000 | 11,725,000 | |||
Goodwill impairment charges | $ 0 | 42,000,000 | |||
Loss on lease terminations, unoccupied lease charges and restructuring costs | 1,105,000 | 1,138,000 | |||
Total operating expenses | 164,174,000 | 132,216,000 | |||
OPERATING (LOSS) INCOME | (47,115,000) | 6,610,000 | |||
Healthcare IT [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 103,683,000 | 125,276,000 | |||
Direct operating costs | 60,319,000 | 73,702,000 | |||
Selling and marketing | 9,614,000 | 9,760,000 | |||
General and administrative | 10,992,000 | 12,558,000 | |||
Research and development | 4,736,000 | 4,401,000 | |||
Change in contingent consideration | (3,090,000) | ||||
Depreciation and amortization | 14,046,000 | 11,368,000 | |||
Goodwill impairment charges | $ 2,000,000 | $ 40,000,000 | 42,000,000 | ||
Loss on lease terminations, unoccupied lease charges and restructuring costs | 1,105,000 | 1,138,000 | |||
Total operating expenses | 142,812,000 | 109,837,000 | |||
OPERATING (LOSS) INCOME | (39,129,000) | 15,439,000 | |||
Medical Practice Management [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 13,376,000 | 13,550,000 | |||
Direct operating costs | 10,498,000 | 10,732,000 | |||
Selling and marketing | 36,000 | 28,000 | |||
General and administrative | 1,854,000 | 1,802,000 | |||
Research and development | |||||
Change in contingent consideration | |||||
Depreciation and amortization | 356,000 | 357,000 | |||
Goodwill impairment charges | |||||
Loss on lease terminations, unoccupied lease charges and restructuring costs | |||||
Total operating expenses | 12,744,000 | 12,919,000 | |||
OPERATING (LOSS) INCOME | 632,000 | 631,000 | |||
Unallocated Corporate Expenses [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | |||||
Direct operating costs | |||||
Selling and marketing | |||||
General and administrative | 8,618,000 | 9,460,000 | |||
Research and development | |||||
Change in contingent consideration | |||||
Depreciation and amortization | |||||
Goodwill impairment charges | |||||
Loss on lease terminations, unoccupied lease charges and restructuring costs | |||||
Total operating expenses | 8,618,000 | 9,460,000 | |||
OPERATING (LOSS) INCOME | $ (8,618,000) | $ (9,460,000) |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance - January 1, | $ 3,090 | |
Acquisitions | ||
Change in fair value | (3,090) | |
Payments | ||
Balance - December 31, |
FAIR VALUE OF THE ASSETS MEASUR
FAIR VALUE OF THE ASSETS MEASURED ON A NON-RECURRING BASIS (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Goodwill - Healthcare IT | $ 42,000 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Goodwill - Healthcare IT | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Goodwill - Healthcare IT | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Goodwill - Healthcare IT | 19,186 |
Reported Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Goodwill - Healthcare IT | $ 19,186 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Consulting Agreement [Member] - Subsequent Event [Member] - USD ($) | Feb. 12, 2024 | Feb. 01, 2024 |
Subsequent Event [Line Items] | ||
Compensation for statement of work | $ 25,000 | |
Director [Member] | ||
Subsequent Event [Line Items] | ||
Investors relations service | $ 8,000 |