Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36529 | |
Entity Registrant Name | CareCloud, Inc. | |
Entity Central Index Key | 0001582982 | |
Entity Tax Identification Number | 22-3832302 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 7 Clyde Road | |
Entity Address, City or Town | Somerset | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08873 | |
City Area Code | (732) | |
Local Phone Number | 873-5133 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,120,767 | |
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 $0.001 per share | |
Trading Symbol | CCLDO | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 4,138 | $ 3,331 |
Accounts receivable - net | 11,962 | 11,888 |
Contract asset | 5,455 | 5,094 |
Inventory | 480 | 465 |
Current assets - related party | 16 | 16 |
Prepaid expenses and other current assets | 2,225 | 2,449 |
Total current assets | 24,276 | 23,243 |
Property and equipment - net | 5,438 | 5,317 |
Operating lease right-of-use assets | 4,107 | 4,365 |
Intangible assets - net | 23,237 | 25,074 |
Goodwill | 19,186 | 19,186 |
Other assets | 641 | 641 |
TOTAL ASSETS | 76,885 | 77,826 |
Current liabilities: | ||
Accounts payable | 5,921 | 5,798 |
Accrued compensation | 2,765 | 3,444 |
Accrued expenses | 6,350 | 5,065 |
Operating lease liability (current portion) | 1,775 | 1,888 |
Deferred revenue (current portion) | 1,386 | 1,380 |
Notes payable (current portion) | 167 | 292 |
Dividend payable | 5,438 | 5,433 |
Total current liabilities | 23,802 | 23,300 |
Notes payable | 35 | 37 |
Borrowings under line of credit | 9,000 | 10,000 |
Operating lease liability | 2,320 | 2,516 |
Deferred revenue | 308 | 256 |
Total liabilities | 35,465 | 36,109 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.001 par value - authorized 7,000,000 shares. Series A, issued and outstanding 4,526,231 shares at March 31, 2024 and December 31, 2023. Series B, issued and outstanding 1,482,792 and 1,468,792 shares at March 31, 2024 and December 31, 2023, respectively | 6 | 6 |
Common stock, $0.001 par value - authorized 35,000,000 shares. Issued 16,859,291 and 16,620,891 shares at March 31, 2024 and December 31, 2023, respectively. Outstanding 16,118,492 and 15,880,092 shares at March 31, 2024 and December 31, 2023, respectively | 17 | 17 |
Additional paid-in capital | 120,622 | 120,706 |
Accumulated deficit | (74,722) | (74,481) |
Accumulated other comprehensive loss | (3,841) | (3,869) |
Less: 740,799 common shares held in treasury, at cost at March 31, 2024 and December 31, 2023 | (662) | (662) |
Total shareholders’ equity | 41,420 | 41,717 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 76,885 | $ 77,826 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 16,859,291 | 16,620,891 |
Common stock, shares outstanding | 16,118,492 | 15,880,092 |
Treasury stock common shares | 740,799 | 740,799 |
Series A Preferred Stock [Member] | ||
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 | 1,482,792 | 1,468,792 |
Preferred stock, shares outstanding | 1,482,792 | 1,468,792 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 25,962 | $ 30,001 |
OPERATING EXPENSES: | ||
Direct operating costs | 15,177 | 18,107 |
Selling and marketing | 1,770 | 2,612 |
General and administrative | 3,721 | 5,120 |
Research and development | 913 | 1,078 |
Depreciation and amortization | 3,930 | 3,038 |
Net loss on lease terminations, unoccupied lease charges and restructuring costs | 322 | 269 |
Total operating expenses | 25,833 | 30,224 |
OPERATING INCOME (LOSS) | 129 | (223) |
OTHER: | ||
Interest income | 27 | 20 |
Interest expense | (365) | (150) |
Other income - net | 7 | 17 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (202) | (336) |
Income tax provision | 39 | 65 |
NET LOSS | (241) | (401) |
Preferred stock dividend | 5 | 3,931 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (246) | $ (4,332) |
Net loss per common share: basic | $ (0.02) | $ (0.28) |
Net loss per common share: diluted | $ (0.02) | $ (0.28) |
Weighted-average common shares used to compute basic loss per share | 16,014,309 | 15,421,096 |
Weighted-average common shares used to compute diluted loss per share | 16,014,309 | 15,421,096 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
NET LOSS | $ (241) | $ (401) | |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Foreign currency translation adjustment | [1] | 28 | (1,711) |
COMPREHENSIVE LOSS | $ (213) | $ (2,112) | |
[1]No tax effect has been recorded as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustments. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - 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, 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 - January 1, 2023 after adoption, shares | 4,526,231 | 1,344,128 | 15,970,204 | ||||||
Net loss | (401) | (401) | |||||||
Foreign currency translation adjustment | (1,711) | (1,711) | [1] | ||||||
Issuance of stock under the equity incentive plan | |||||||||
Issuance of stock under the equity incentive plan, shares | 41,491 | 343,203 | |||||||
Stock-based compensation, net of cash settlements | 1,185 | 1,185 | |||||||
Preferred stock dividends | (3,931) | (3,931) | |||||||
Shares issued for services | |||||||||
Shares issued for services, shares | 20,000 | ||||||||
Issuance of Series B Preferred Stock | 1,437 | 1,437 | |||||||
Issuance of Series B Preferred Stock, shares | 59,773 | ||||||||
Balance at Mar. 31, 2023 | $ 5 | $ 1 | $ 16 | 129,678 | (26,208) | (4,748) | (662) | 98,082 | |
Balance, shares at Mar. 31, 2023 | 4,526,231 | 1,445,392 | 16,333,407 | ||||||
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 | ||||||
Net loss | (48,700) | ||||||||
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 | ||||||
Net loss | (241) | (241) | |||||||
Foreign currency translation adjustment | 28 | 28 | [1] | ||||||
Issuance of stock under the equity incentive plan | |||||||||
Issuance of stock under the equity incentive plan, shares | 14,000 | 238,400 | |||||||
Stock-based compensation, net of cash settlements | (79) | (79) | |||||||
Preferred stock dividends | (5) | (5) | |||||||
Balance at Mar. 31, 2024 | $ 5 | $ 1 | $ 17 | $ 120,622 | $ (74,722) | $ (3,841) | $ (662) | $ 41,420 | |
Balance, shares at Mar. 31, 2024 | 4,526,231 | 1,482,792 | 16,859,291 | ||||||
[1]No tax effect has been recorded as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustments. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - Preferred Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Series A Preferred Stock [Member] | ||
Dividend rate per share per month | $ 0 | $ 2.75 |
Series B Preferred Stock [Member] | ||
Dividend rate per share per month | $ 0 | $ 2.19 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (241) | $ (401) | $ (48,700) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 4,020 | 3,205 | |
Lease amortization | 509 | 683 | |
Deferred revenue | 58 | 16 | |
Provision for expected credit losses | 37 | 97 | 454 |
Provision for deferred income taxes | 26 | ||
Foreign exchange gain | (11) | (11) | |
Interest accretion | 168 | 166 | |
Stock-based compensation (benefit) expense | (708) | 1,072 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (111) | (156) | |
Contract asset | (361) | (619) | |
Inventory | (15) | 116 | |
Other assets | (615) | ||
Accounts payable and other liabilities | 721 | (2,556) | |
Net cash provided by operating activities | 4,066 | 1,023 | |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (298) | (835) | |
Capitalized software and other intangible assets | (1,570) | (2,204) | |
Net cash used in investing activities | (1,868) | (3,039) | |
FINANCING ACTIVITIES: | |||
Preferred stock dividends paid | (3,875) | ||
Settlement of tax withholding obligations on stock issued to employees | (151) | (1,113) | |
Repayments of notes payable | (223) | (236) | |
Proceeds from issuance of Series B Preferred Stock, net of expenses | 1,437 | ||
Proceeds from line of credit | 12,700 | ||
Repayment of line of credit | (1,000) | (10,700) | |
Net cash used in financing activities | (1,374) | (1,787) | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (17) | (335) | |
NET INCREASE (DECREASE) IN CASH | 807 | (4,138) | 9,000 |
CASH - Beginning of the period | 3,331 | 12,299 | 12,299 |
CASH - End of the period | 4,138 | 8,161 | $ 3,331 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Dividends declared, not paid | 5 | 3,931 | |
Purchase of prepaid insurance with assumption of note | 96 | ||
Reclass of deposits for property and equipment placed in service | 296 | ||
SUPPLEMENTAL INFORMATION - Cash paid during the period for: | |||
Income taxes | 6 | 2 | |
Interest | $ 295 | $ 75 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
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 leading provider of technology-enabled services and solutions that redefine the healthcare revenue cycle. We provide technology-enabled revenue cycle management and a full suite of proprietary cloud-based solutions to healthcare providers, from small practices to enterprise medical groups, hospitals, and health systems throughout the United States. Healthcare organizations today operate in highly complex and regulated environments. Our suite of technology-enabled solutions helps our clients increase financial and operational performance, streamline clinical workflows, and improve the patient experience. Our portfolio of proprietary software and business services includes: technology-enabled business solutions that maximize revenue cycle management and create efficiencies through platform agnostic AI-driven applications; cloud-based software that helps providers manage their practice and patient engagement while leveraging analytics to improve provider performance; digital health services to address value-based care and enable the delivery of remote patient care; healthcare IT professional services & staffing to address physician burnout, staffing shortages and leverage consulting expertise to transition into the next generation of healthcare; and, medical practice management services to assist medical providers with operating models and the tools needed to run their practice. Our high-value business services, such as revenue cycle management, are often paired with our cloud-based software, premiere healthcare consulting and implementation services, and on-demand workforce staffing capabilities for high-performance medical groups and health systems nationwide. CareCloud has its corporate office 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. Effective February 1, 2024, MTBC Acquisition Corp. (“MAC”) and its wholly owned subsidiary were merged into CareCloud, Inc. (“CCI”). There was no financial or operational impact as a result of the merger. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 8-03. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the Company’s financial position as of March 31, 2024, the results of operations for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 21, 2024. Liquidity and Going Concern 42.0 48.7 9.0 241,000 57,000 3.3 474,000 4.1 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 9, 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 Significant Accounting Policies 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 March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements – Issue 2. 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. In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements |
GOODWILL AND INTANGIBLE ASSETS-
GOODWILL AND INTANGIBLE ASSETS-NET | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, approximately $ 90,000 The Company tests goodwill for impairment at the reporting unit level annually or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. As a result of a triggering event in December 2023 resulting from the decreased equity market value following 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 of the date of the triggering event. Accordingly, impairment charges of approximately $ 42.0 million were recorded during the fourth quarter of 2023. The conclusion was based upon the value determined using the discounted cash flow method as supported by the guideline company transaction method and the guideline public company method. During the three months ended March 31, 2024, the Company determined that there was no further impact on the valuation of goodwill. The following is the summary of the carrying amount of goodwill for the three months ended March 31, 2024 and the year ended December 31, 2023: SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL March 31, 2024 December 31, 2023 Three Months Ended Year Ended March 31, 2024 December 31, 2023 ($ in thousands) Beginning gross balance $ 19,186 $ 61,186 Impairment charges - (42,000 ) Ending gross balance $ 19,186 $ 19,186 Intangible assets – net as of March 31, 2024 and December 31, 2023 consist of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2024 December 31, 2023 ($ in thousands) Contracts and relationships acquired $ 47,597 $ 47,597 Capitalized software 30,979 29,379 Non-compete agreements 1,236 1,236 Other intangible assets 8,417 8,417 Total intangible assets 88,229 86,629 Less: Accumulated amortization 64,992 61,555 Intangible assets - net $ 23,237 $ 25,074 Capitalized software represents payroll and development costs incurred for internally developed software. Other intangible assets primarily represent purchased intangibles. Amortization expense was approximately $ 3.4 2.5 As of March 31, 2024, future amortization is scheduled to be expensed as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Years ending December 31, ($ in thousands) 2024 (nine months) $ 8,556 2025 8,915 2026 4,533 2027 483 2028 300 Thereafter 450 Total $ 23,237 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | 4. NET LOSS PER COMMON SHARE The following table reconciles the weighted-average shares outstanding for basic and diluted net loss per share for the three months ended March 31, 2024 and 2023: SCHEDULE OF RECONCILIATION OF WEIGHTED-AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED NET LOSS PER COMMON SHARE 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands, except share and per share amounts) Basic and Diluted: Net loss attributable to common shareholders $ (246 ) $ (4,332 ) Weighted-average common shares used to compute basic and diluted loss per share 16,014,309 15,421,096 Net loss attributable to common shareholders per share - basic and diluted $ (0.02 ) $ (0.28 ) At March 31, 2024, the 192,125 630,094 |
ACCRUED EXPENSES AND DEBT
ACCRUED EXPENSES AND DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses And Debt | |
ACCRUED EXPENSES AND DEBT | 5. ACCRUED EXPENSES AND DEBT Accrued expenses as of March 31, 2024 and December 31, 2023 consist of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2024 December 31, 2023 ($ in thousands) Accrued expenses $ 3,506 $ 4,030 Payable to managed practices 2,396 593 Taxes and other 448 442 Total $ 6,350 $ 5,065 Bank Debt 200 % of repeatable revenue adjusted by an annualized attrition rate as defined in the credit agreement. During February 2023, the line of credit was increased to $ 25 million and the term was extended for two additional years maturing on October 31, 2025. The financial covenants were also slightly modified for 2023 and subsequent years. Effective August 31, 2023, the credit facility agreement was amended whereby the interest rate was temporarily increased from the prime rate plus 1.50 % to the prime rate plus 2.00 % and the requirement for the minimum liquidity ratio was slightly reduced. The amendments expired March 31, 2024 and the credit facility reverted to its previous terms. As of March 31, 2024 and December 31, 2023, there was $ 9 10 2.0 1.5 There is also a fee of one-half of 1% annually for the unused portion of the credit line. 65 3.6 In connection with the original SVB debt agreement, the Company paid SVB approximately $ 50,000 125,000 50,000 3.92 3.12 50,000 28,489 5.26 five 3.58 100,000 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 was no change to the terms of the credit agreement. The Company maintains cash balances at SVB in excess of the FDIC insurance coverage limits. The Company performs periodic evaluations of the relative credit standing of this financial institution to ensure its credit worthiness. As of March 31, 2024 and December 31, 2023, the Company held cash of approximately $ 155,000 255,000 Vehicle Financing Note Insurance Financing 9.40 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | 6. LEASES We determine if an arrangement is a lease at inception. We have operating leases for office and temporary living space as well as for some office equipment. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liability and non-current operating lease liability in our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The Company does not have any finance leases. 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. We review our incremental borrowing rate on a quarterly basis. Our lease terms include options to extend the lease when we believe that we may want the right to exercise that option. Leases with a term of less than 12 months are not recorded in the condensed consolidated balance sheets If a lease is modified after the effective date, the operating lease ROU asset and liability are re-measured using the current incremental borrowing rate. During the three months ended March 31, 2023, there was approximately $ 153,000 no During the three months ended March 31, 2023, the Miami office lease that we assumed in connection with an acquisition ended, and we entered into a new lease arrangement with the landlord for significantly less office space. Charges of approximately $ 71,000 45,000 Lease expense is included in direct operating costs, general and administrative expense, selling and marketing expense and research and development expense in the condensed consolidated statements of operations based on the nature of the expense. 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 basis. The Company also has some related party leases – see Note 8. The components of lease expense were as follows: SCHEDULE OF LEASE EXPENSE 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Operating lease cost $ 637 $ 801 Short-term lease cost 4 - Variable lease cost 5 5 Total - net lease cost $ 646 $ 806 Short-term lease cost represents leases that were not capitalized as the lease term as of the later of January 1, 2024 or the beginning of the lease was less than 12 months. Variable lease costs include utilities, real estate taxes and common area maintenance costs. Supplemental balance sheet information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES March 31, 2024 December 31, 2023 ($ in thousands) Operating leases: Operating lease ROU assets, net $ 4,107 $ 4,365 Current operating lease liabilities $ 1,775 $ 1,888 Non-current operating lease liabilities 2,320 2,516 Total operating lease liabilities $ 4,095 $ 4,404 Operating leases: ROU assets $ 4,614 $ 6,571 Asset lease expense (509 ) (2,152 ) Foreign exchange gain/(loss) 2 (54 ) ROU assets, net $ 4,107 $ 4,365 Operating lease right-of-use assets $ 4,107 $ 4,365 Weighted average remaining lease term (in years): Operating leases 4.5 4.5 Weighted average discount rate: Operating leases 13.7 % 13.3 % Operating leases, Weighted average discount rate 13.7 % 13.3 % Supplemental cash flow and other information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 668 $ 907 ROU assets obtained in exchange for lease liabilities: Operating leases, excluding impairments and terminations $ 249 $ 287 Maturities of lease liabilities are as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating leases - Years ending December 31, ($ in thousands) 2024 (nine months) $ 1,756 2025 1,350 2026 577 2027 453 2028 385 Thereafter 1,429 Total lease payments 5,950 Less: imputed interest (1,855 ) Total lease obligations 4,095 Less: current obligations 1,775 Long-term lease obligations $ 2,320 The Company leases certain apartments which are subleased to others. The sublease agreements are currently on a month-to-month basis and are considered operating leases. For the three months ended March 31, 2024, the Company received sublease income of approximately $ 28,000 no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Legal Proceedings 117,000 32,000 A former customer filed a complaint against the Company in New Jersey State Court to recover damages claimed to have been caused by the mishandling of their account. In March 2021, the parties engaged in mediation, which did not result in a resolution of the matter. Plaintiff alleges at least approximately $ 750,000 288,750 21,698 200,000 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. |
Related PARTIES
Related PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related PARTIES | 8. 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 $ 24,000 19,000 8,000 18,000 The Company leases its corporate office in New Jersey, 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 was approximately $ 70,000 51,000 227,000 502,000 330,000 16,000 6,200 Included in the ROU asset at March 31, 2024 is approximately $ 303,000 164,000 133,000 Included in the ROU asset at December 31, 2023 is approximately $ 331,000 182,000 142,000 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 25,000 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 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 March 31, 2024, talkMD had not yet commenced operations. Cumulatively, the Company has paid approximately $ 5,500 |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING COSTS | 9. 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. A majority of the impacted employees exited in the fourth quarter of 2023. The Company estimates that it will incur expenses of approximately $ 1.3 645,000 322,000 The expense associated with the restructuring is included in net loss on lease terminations, unoccupied lease charges and restructuring cost in the condensed consolidated statement of operations for the three months ended March 31, 2024. This line also includes net loss on lease terminations and unoccupied lease charges. The liabilities associated with restructuring costs are included in accrued expenses and other current liabilities in the March 31, 2024 and December 31, 2023 condensed consolidated balance sheets. The following table summarizes activity related to liabilities associated with restructuring costs: SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS Severance and separation costs Equity awards acceleration costs Other exit related costs Total restructuring and other costs ($ in thousands) Balance as of January 1, 2024 $ 145 $ - $ 26 $ 171 Additions 322 - - 322 Payments and other adjustments (202 ) - (26 ) (228 ) Balance as of March 31, 2024 $ 265 $ - $ - $ 265 Balance as of January 1, 2023 $ - $ - $ - $ - Beginning balance $ - $ - $ - $ - Additions 439 170 36 645 Payments and other adjustments (294 ) (170 ) (10 ) (474 ) Balance as of December 31, 2023 $ 145 $ - $ 26 $ 171 Ending balance $ 145 $ - $ 26 $ 171 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | 10. SHAREHOLDERS’ EQUITY The Company had the right to sell up to $ 35 50 3 On December 11, 2023, the Board of Directors suspended the monthly cash dividends for Series A Preferred Stock and Series B Preferred Stock beginning with the payment scheduled for December 15, 2023 together with the remaining dividends that were declared. The suspension of these dividends will defer approximately $ 1.3 During the quarter ended March 31, 2024, no dividends were declared by the Board of Directors. At March 31, 2024, the Company owed approximately $ 5.4 1.3 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 11. REVENUE Introduction The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers 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 three months ended March 31, 2024 and 2023: SCHEDULE OF DISAGGREGATION OF REVENUE 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Healthcare IT: Technology-enabled business solutions $ 17,283 $ 19,495 Professional services 4,422 6,560 Printing and mailing services 861 713 Group purchasing services 155 186 Medical Practice Management: Medical practice management services 3,241 3,047 Total $ 25,962 $ 30,001 Revenue $ 25,962 $ 30,001 Technology-enabled business solutions: Revenue derived on an on-going basis from our technology-enabled solutions, which typically include 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 electronic health records (“EHR”) and practice management software as well as revenue cycle management (“RCM”) as part of the bundled fee. The Software-as-a-Service (“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 alert 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 three months ended March 31, 2024 and 2023, was approximately $ 440,000 135,000 140,000 11,000 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 March 31, 2024 and 2023 was approximately $ 47,000 and $ 100,000 , respectively. 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 one year. The Company has elected to utilize the practical expedient available with the guidance for contracts with an expected duration of one year or less. 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 condensed 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 condensed consolidated statements of operations. Our medical practice management services obligations consist of a series of distinct services that are substantially the same and have the same periodic pattern of transfer to our customers. Revenue is recognized over time, however for reporting and convenience purposes, the management fee is computed at each month-end. Information about contract balances: As of March 31, 2024, the estimated revenue expected to be recognized in the future related to the remaining revenue cycle management performance obligations outstanding was approximately $ 5.2 million. We expect to recognize substantially all of the revenue for the remaining performance obligations over the next three months. Approximately $ 264,000 of the contract asset represents revenue earned, not paid, from the group purchasing services. 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 Receivable - Net Contract Asset Deferred Revenue (current) Deferred Revenue (long term) ($ in thousands) Balance as of January 1, 2024 $ 11,888 $ 5,094 $ 1,380 $ 256 Increase, net 74 361 6 52 Balance as of March 31, 2024 $ 11,962 $ 5,455 $ 1,386 $ 308 Balance as of January 1, 2023 $ 14,773 $ 4,399 $ 1,386 $ 342 (Decrease) increase, net (127 ) 619 8 8 Balance as of March 31, 2023 $ 14,646 $ 5,018 $ 1,394 $ 350 Deferred commissions: Our sales incentive plans include commissions payable to employees and third parties at the time of initial contract execution that are capitalized as incremental costs to obtain a contract. The capitalized commissions are amortized over the period the related services are transferred. As we do not offer commissions on contract renewals, we have determined the amortization period to be the estimated client life, which is three years. Deferred commissions were approximately $ 488,000 and $ 580,000 at March 31, 2024 and 2023, respectively, and are included in the other assets amounts in the condensed consolidated balance sheets. The amortization of deferred sales commissions during the three months ended March 31, 2024 and 2023 was approximately $ 90,000 and $ 167,000 , respectively. 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 as of January 1, 2023. 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 three months ended March 31, 2024 and 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 Three Months Ended Year Ended March 31, 2024 December 31, 2023 ($ in thousands) Beginning balance $ 879 $ 823 Adoption of ASC 326 - 186 Provision 37 454 Recoveries/adjustments 1 107 Write-offs - (691 ) Ending balance $ 917 $ 879 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION As of March 31, 2024, 710,694 shares of common stock and 28,000 shares of Series B Preferred Stock are available for grant. Permissible awards include incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance stock and cash-settled awards and other stock-based awards in the discretion of the Compensation Committee of the Board of Directors including unrestricted stock grants. Certain equity-based RSU agreements contain a provision in which the units shall immediately vest and become converted into common shares at the rate of one share per RSU, immediately after a change in control, as defined in the award agreement. Common and preferred stock RSUs In February 2023, the Compensation Committee approved executive bonuses to be paid in shares of Series B Preferred Stock, with the number of shares and the amount based on specified criteria being achieved during the year 2023. During October, the Compensation Committee approved the issuance 10,000 24,000 In March 2024, the Compensation Committee approved executive bonuses to be paid in shares of Series B Preferred Stock with the number of shares and the amount based on specified criteria being achieved during the year 2024. There were 34,000 708,000 The following table summarizes the RSU transactions related to the common and preferred stock under the A&R Plan for the three months ended March 31, 2024 and 2023: DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Common Stock Series A Preferred Stock Series B Preferred Stock Outstanding and unvested shares at January 1, 2024 753,495 - 57,199 Granted - - 34,000 Vested (326,501 ) - (14,000 ) Forfeited (217,115 ) - (24,000 ) Outstanding and unvested shares at March 31, 2024 209,879 - 53,199 Outstanding and unvested shares at January 1, 2023 645,475 - 80,462 Granted 546,851 - 62,000 Vested (498,660 ) - (57,263 ) Forfeited (19,975 ) - - Outstanding and unvested shares at March 31, 2023 673,691 - 85,199 The liability for the 17,754 80,000 767,000 Stock-based compensation expense The following table summarizes the components of share-based compensation (benefit) expense for the three months ended March 31, 2024 and 2023: SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Direct operating costs $ (45 ) $ 88 General and administrative (696 ) 605 Research and development 54 37 Selling and marketing (21 ) 342 Total stock-based compensation (benefit) expense $ (708 ) $ 1,072 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The income tax expense for the three months ended March 31, 2024 was approximately $ 39,000 30,000 9,000 no 65,000 39,000 26,000 The current income tax provision for the three months ended March 31, 2024 and 2023 primarily relates to state minimum taxes and foreign income taxes. The deferred tax provision for the three months ended March 31, 2023 relates to the book and tax difference of amortization on indefinite-lived intangibles, primarily goodwill. To the extent allowable, prior to January 1, 2024, the federal and state deferred tax provision had been offset by the indefinite life net operating loss. As a result of the goodwill impairment charge recorded for the year ended December 31, 2023, no The Company has incurred cumulative losses, which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Accordingly, a valuation allowance has been recorded against the federal and state deferred tax assets as of March 31, 2024 and December 31, 2023. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 14. SEGMENT REPORTING The Company’s Chief Executive Officer and Executive Chairman jointly serve as the Chief Operating Decision Maker (“CODM”), organize the Company, manage resource allocations and measure performance among two operating and reportable segments: (i) Healthcare IT and (ii) Medical Practice Management. The Healthcare IT segment includes revenue cycle management, SaaS solutions and other services. The Medical Practice Management segment includes the management of three medical practices. Each segment is considered a reporting unit. The CODM evaluates the financial performance of the business units on the basis of revenue and direct operating costs excluding unallocated amounts that are mainly corporate overhead costs. Our CODM does not evaluate operating segments using asset or liability information. The accounting policies of the segments are the same as those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 21, 2024. The following table presents 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 Management Unallocated Corporate Expenses Total Three Months Ended March 31, 2024 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 22,721 $ 3,241 $ - $ 25,962 Operating expenses: Direct operating costs 12,544 2,633 - 15,177 Selling and marketing 1,760 10 - 1,770 General and administrative 2,581 434 706 3,721 Research and development 913 - - 913 Depreciation and amortization 3,845 85 - 3,930 Loss on lease terminations, unoccupied lease charges and restructuring costs 322 - - 322 Net loss on lease terminations, unoccupied lease charges and restructuring costs 322 - - 322 Total operating expenses 21,965 3,162 706 25,833 Operating income (loss) $ 756 $ 79 $ (706 ) $ 129 Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Three Months Ended March 31, 2023 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 26,954 $ 3,047 $ - $ 30,001 Operating expenses: Direct operating costs 15,693 2,414 - 18,107 Selling and marketing 2,604 8 - 2,612 General and administrative 2,496 448 2,176 5,120 Research and development 1,078 - - 1,078 Depreciation and amortization 2,949 89 - 3,038 Net loss on lease terminations and unoccupied lease charges 269 - - 269 Net loss on lease terminations, unoccupied lease charges and restructuring costs 269 - - 269 Total operating expenses 25,089 2,959 2,176 30,224 Operating income (loss) $ 1,865 $ 88 $ (2,176 ) $ (223 ) |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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 March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements – Issue 2. 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. In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS-NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL | The following is the summary of the carrying amount of goodwill for the three months ended March 31, 2024 and the year ended December 31, 2023: SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL March 31, 2024 December 31, 2023 Three Months Ended Year Ended March 31, 2024 December 31, 2023 ($ in thousands) Beginning gross balance $ 19,186 $ 61,186 Impairment charges - (42,000 ) Ending gross balance $ 19,186 $ 19,186 |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets – net as of March 31, 2024 and December 31, 2023 consist of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2024 December 31, 2023 ($ in thousands) Contracts and relationships acquired $ 47,597 $ 47,597 Capitalized software 30,979 29,379 Non-compete agreements 1,236 1,236 Other intangible assets 8,417 8,417 Total intangible assets 88,229 86,629 Less: Accumulated amortization 64,992 61,555 Intangible assets - net $ 23,237 $ 25,074 |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | As of March 31, 2024, future amortization is scheduled to be expensed as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Years ending December 31, ($ in thousands) 2024 (nine months) $ 8,556 2025 8,915 2026 4,533 2027 483 2028 300 Thereafter 450 Total $ 23,237 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 share for the three months ended March 31, 2024 and 2023: SCHEDULE OF RECONCILIATION OF WEIGHTED-AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED NET LOSS PER COMMON SHARE 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands, except share and per share amounts) Basic and Diluted: Net loss attributable to common shareholders $ (246 ) $ (4,332 ) Weighted-average common shares used to compute basic and diluted loss per share 16,014,309 15,421,096 Net loss attributable to common shareholders per share - basic and diluted $ (0.02 ) $ (0.28 ) |
ACCRUED EXPENSES AND DEBT (Tabl
ACCRUED EXPENSES AND DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses And Debt | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses as of March 31, 2024 and December 31, 2023 consist of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2024 December 31, 2023 ($ in thousands) Accrued expenses $ 3,506 $ 4,030 Payable to managed practices 2,396 593 Taxes and other 448 442 Total $ 6,350 $ 5,065 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
SCHEDULE OF LEASE EXPENSE | The components of lease expense were as follows: SCHEDULE OF LEASE EXPENSE 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Operating lease cost $ 637 $ 801 Short-term lease cost 4 - Variable lease cost 5 5 Total - net lease cost $ 646 $ 806 |
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES | Supplemental balance sheet information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES March 31, 2024 December 31, 2023 ($ in thousands) Operating leases: Operating lease ROU assets, net $ 4,107 $ 4,365 Current operating lease liabilities $ 1,775 $ 1,888 Non-current operating lease liabilities 2,320 2,516 Total operating lease liabilities $ 4,095 $ 4,404 Operating leases: ROU assets $ 4,614 $ 6,571 Asset lease expense (509 ) (2,152 ) Foreign exchange gain/(loss) 2 (54 ) ROU assets, net $ 4,107 $ 4,365 Operating lease right-of-use assets $ 4,107 $ 4,365 Weighted average remaining lease term (in years): Operating leases 4.5 4.5 Weighted average discount rate: Operating leases 13.7 % 13.3 % Operating leases, Weighted average discount rate 13.7 % 13.3 % |
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES | Supplemental cash flow and other information related to leases is as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 668 $ 907 ROU assets obtained in exchange for lease liabilities: Operating leases, excluding impairments and terminations $ 249 $ 287 |
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 (nine months) $ 1,756 2025 1,350 2026 577 2027 453 2028 385 Thereafter 1,429 Total lease payments 5,950 Less: imputed interest (1,855 ) Total lease obligations 4,095 Less: current obligations 1,775 Long-term lease obligations $ 2,320 |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS | SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS Severance and separation costs Equity awards acceleration costs Other exit related costs Total restructuring and other costs ($ in thousands) Balance as of January 1, 2024 $ 145 $ - $ 26 $ 171 Additions 322 - - 322 Payments and other adjustments (202 ) - (26 ) (228 ) Balance as of March 31, 2024 $ 265 $ - $ - $ 265 Balance as of January 1, 2023 $ - $ - $ - $ - Beginning balance $ - $ - $ - $ - Additions 439 170 36 645 Payments and other adjustments (294 ) (170 ) (10 ) (474 ) Balance as of December 31, 2023 $ 145 $ - $ 26 $ 171 Ending balance $ 145 $ - $ 26 $ 171 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue for the three months ended March 31, 2024 and 2023: SCHEDULE OF DISAGGREGATION OF REVENUE 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Healthcare IT: Technology-enabled business solutions $ 17,283 $ 19,495 Professional services 4,422 6,560 Printing and mailing services 861 713 Group purchasing services 155 186 Medical Practice Management: Medical practice management services 3,241 3,047 Total $ 25,962 $ 30,001 Revenue $ 25,962 $ 30,001 |
SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE | SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE Accounts Receivable - Net Contract Asset Deferred Revenue (current) Deferred Revenue (long term) ($ in thousands) Balance as of January 1, 2024 $ 11,888 $ 5,094 $ 1,380 $ 256 Increase, net 74 361 6 52 Balance as of March 31, 2024 $ 11,962 $ 5,455 $ 1,386 $ 308 Balance as of January 1, 2023 $ 14,773 $ 4,399 $ 1,386 $ 342 (Decrease) increase, net (127 ) 619 8 8 Balance as of March 31, 2023 $ 14,646 $ 5,018 $ 1,394 $ 350 |
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 Three Months Ended Year Ended March 31, 2024 December 31, 2023 ($ in thousands) Beginning balance $ 879 $ 823 Adoption of ASC 326 - 186 Provision 37 454 Recoveries/adjustments 1 107 Write-offs - (691 ) Ending balance $ 917 $ 879 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD | The following table summarizes the RSU transactions related to the common and preferred stock under the A&R Plan for the three months ended March 31, 2024 and 2023: DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Common Stock Series A Preferred Stock Series B Preferred Stock Outstanding and unvested shares at January 1, 2024 753,495 - 57,199 Granted - - 34,000 Vested (326,501 ) - (14,000 ) Forfeited (217,115 ) - (24,000 ) Outstanding and unvested shares at March 31, 2024 209,879 - 53,199 Outstanding and unvested shares at January 1, 2023 645,475 - 80,462 Granted 546,851 - 62,000 Vested (498,660 ) - (57,263 ) Forfeited (19,975 ) - - Outstanding and unvested shares at March 31, 2023 673,691 - 85,199 |
SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS | The following table summarizes the components of share-based compensation (benefit) expense for the three months ended March 31, 2024 and 2023: SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS 2024 2023 Three Months Ended March 31, 2024 2023 ($ in thousands) Direct operating costs $ (45 ) $ 88 General and administrative (696 ) 605 Research and development 54 37 Selling and marketing (21 ) 342 Total stock-based compensation (benefit) expense $ (708 ) $ 1,072 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Management Unallocated Corporate Expenses Total Three Months Ended March 31, 2024 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 22,721 $ 3,241 $ - $ 25,962 Operating expenses: Direct operating costs 12,544 2,633 - 15,177 Selling and marketing 1,760 10 - 1,770 General and administrative 2,581 434 706 3,721 Research and development 913 - - 913 Depreciation and amortization 3,845 85 - 3,930 Loss on lease terminations, unoccupied lease charges and restructuring costs 322 - - 322 Net loss on lease terminations, unoccupied lease charges and restructuring costs 322 - - 322 Total operating expenses 21,965 3,162 706 25,833 Operating income (loss) $ 756 $ 79 $ (706 ) $ 129 Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Three Months Ended March 31, 2023 ($ in thousands) Healthcare IT Medical Practice Management Unallocated Corporate Expenses Total Net revenue $ 26,954 $ 3,047 $ - $ 30,001 Operating expenses: Direct operating costs 15,693 2,414 - 18,107 Selling and marketing 2,604 8 - 2,612 General and administrative 2,496 448 2,176 5,120 Research and development 1,078 - - 1,078 Depreciation and amortization 2,949 89 - 3,038 Net loss on lease terminations and unoccupied lease charges 269 - - 269 Net loss on lease terminations, unoccupied lease charges and restructuring costs 269 - - 269 Total operating expenses 25,089 2,959 2,176 30,224 Operating income (loss) $ 1,865 $ 88 $ (2,176 ) $ (223 ) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Accounting Policies [Abstract] | ||||
Goodwill impairment charges | $ 42,000 | |||
Net loss | 241 | $ 401 | 48,700 | |
Net decrease in cash | 807 | $ (4,138) | 9,000 | |
Working capital | 474 | (57) | ||
Cash | 4,138 | $ 3,331 | ||
Dividend suspended | $ 1,300 | |||
Allowance for expected credit losses | $ 186 |
SCHEDULE OF CHANGES TO THE CARR
SCHEDULE OF CHANGES TO THE CARRYING AMOUNT OF GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning gross balance | $ 19,186 | $ 61,186 |
Impairment charges | (42,000) | |
Ending gross balance | $ 19,186 | $ 19,186 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 88,229 | $ 86,629 |
Less: Accumulated amortization | 64,992 | 61,555 |
Intangible assets - net | 23,237 | 25,074 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 47,597 | 47,597 |
Capitalized Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 30,979 | 29,379 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,236 | 1,236 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 8,417 | $ 8,417 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (nine months) | $ 8,556 | |
2025 | 8,915 | |
2026 | 4,533 | |
2027 | 483 | |
2028 | 300 | |
Thereafter | 450 | |
Intangible assets - net | $ 23,237 | $ 25,074 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS-NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 19,186 | $ 19,186 | $ 19,186 | $ 61,186 |
Goodwill impairment charges | 42,000 | |||
Amortization expense | 3,400 | 2,500 | ||
Medical Practice Management Segment [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 90 | 90 | $ 90 | |
Healthcare IT [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charges | $ 42,000 |
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 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to common shareholders | $ (246) | $ (4,332) | $ (4,332) |
Weighted-average common shares used to compute basic loss per share | 16,014,309 | 15,421,096 | 15,421,096 |
Weighted-average common shares used to compute diluted loss per share | 16,014,309 | 15,421,096 | 15,421,096 |
Net loss attributable to common shareholders per share - basic | $ (0.02) | $ (0.28) | $ (0.28) |
Net loss attributable to common shareholders per share - diluted | $ (0.02) | $ (0.28) | $ (0.28) |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive shares | 192,125 | 630,094 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses And Debt | ||
Accrued expenses | $ 3,506 | $ 4,030 |
Payable to managed practices | 2,396 | 593 |
Taxes and other | 448 | 442 |
Total | $ 6,350 | $ 5,065 |
ACCRUED EXPENSES AND DEBT (Deta
ACCRUED EXPENSES AND DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Aug. 31, 2023 | Mar. 31, 2024 | Sep. 30, 2018 | Apr. 01, 2024 | Dec. 31, 2023 | Aug. 30, 2023 | Feb. 28, 2023 | |
Line of Credit Facility [Line Items] | |||||||
Lline of credit | $ 9,000 | $ 10,000 | |||||
Line of credit, remaining borrowing base | 3,600 | ||||||
Line of credit facility, commitment fee amount | 100 | ||||||
Offshore bank accounts | 155 | $ 255 | |||||
Insurance Financing [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt interest rate | 9.40% | ||||||
SVB Debt Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Upfront fees | $ 50 | $ 50 | |||||
Warrants to purchase shares | 125,000 | ||||||
Payments for annual anniversary fee | $ 50 | ||||||
Warrant strike price | $ 3.92 | ||||||
Warrants exercise price | $ 3.12 | ||||||
SVB Debt Agreement [Member] | Additional Warrant [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Warrants to purchase shares | 28,489 | ||||||
Warrant strike price | $ 5.26 | ||||||
Warrants exercise price | $ 3.58 | ||||||
Warrants term | 5 years | ||||||
SVB Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Secured revolving line of credit percentage | 200% | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 25,000 | ||||||
Line of credit facility, interest rate | 2% | 2% | 1.50% | 1.50% | |||
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% |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 637 | $ 801 |
Short-term lease cost | 4 | |
Variable lease cost | 5 | 5 |
Total - net lease cost | $ 646 | $ 806 |
SCHEDULE OF SUPPLEMENTAL BALANC
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 4,107 | $ 4,365 |
Current operating lease liabilities | 1,775 | 1,888 |
Non-current operating lease liabilities | 2,320 | 2,516 |
Total operating lease liabilities | 4,095 | 4,404 |
ROU assets | 4,614 | 6,571 |
Asset lease expense | (509) | (2,152) |
Foreign exchange gain/(loss) | $ 2 | $ (54) |
Operating leases, Weighted average remaining lease term | 4 years 6 months | 4 years 6 months |
Operating leases, Weighted average discount rate | 13.70% | 13.30% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 668 | $ 907 |
Operating leases, excluding impairments and terminations | $ 249 | $ 287 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (nine months) | $ 1,756 | |
2025 | 1,350 | |
2026 | 577 | |
2027 | 453 | |
2028 | 385 | |
Thereafter | 1,429 | |
Total lease payments | 5,950 | |
Less: imputed interest | (1,855) | |
Total lease obligations | 4,095 | $ 4,404 |
Less: current obligations | 1,775 | 1,888 |
Long-term lease obligations | $ 2,320 | $ 2,516 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Lease term, description | Leases with a term of less than 12 months are not recorded in the condensed consolidated balance sheets | |
Unoccupied lease charges | $ 0 | $ 153,000 |
Lease termination costs | 71,000 | |
Additional costs of lease termination | 45,000 | |
Sublease income | $ 28,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 22, 2023 | Mar. 31, 2021 | Apr. 01, 2024 | |
Loss Contingencies [Line Items] | |||
Damages paid value | $ 750,000 | ||
Claim damages | 288,750 | ||
Unpaid fees | $ 21,698 | ||
Advance amount | $ 200,000 | ||
Ramapo Anesthesiologists, PC [Member] | |||
Loss Contingencies [Line Items] | |||
Mitigation related costs | $ 117,000 | ||
Ramapo Anesthesiologists, PC [Member] | Accrued Expenses [Member] | |||
Loss Contingencies [Line Items] | |||
Mitigation settlement payable | $ 32,000 |
Related PARTIES (Details Narrat
Related PARTIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 12, 2024 | Feb. 01, 2024 | Jan. 31, 2024 | Feb. 28, 2023 | Jun. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Net revenue | $ 25,962 | $ 30,001 | ||||||
Current assets - related party | 16 | $ 16 | ||||||
Lease expense per month for temporary housing | 6,200 | |||||||
Operating lease, right-of-use asset | 4,107 | 4,365 | ||||||
Operating lease liability (current portion) | 1,775 | 1,888 | ||||||
Operating lease liability | 2,320 | 2,516 | ||||||
talkMD Clinicians [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Income taxes paid | 5,500 | |||||||
Executive Chairman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent expense | 70 | 51 | ||||||
Operating lease upgradations | 227 | 502 | ||||||
Payments to related party | 330 | |||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, right-of-use asset | 303 | 331 | ||||||
Operating lease liability (current portion) | 164 | 182 | ||||||
Operating lease liability | 133 | 142 | ||||||
Physician [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Net revenue | 24 | $ 19 | ||||||
Receivable due from customer | $ 8 | $ 18 | ||||||
Former Non-Independent Directors [Member] | Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Compensation for statement of work per month | $ 25 | |||||||
Investor relations services per month | $ 8 | |||||||
Former Non-Independent Directors [Member] | Series B Preferred Stock [Member] | Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued for services | 14,000 | 14,000 | 10,000 | |||||
Preferred stock dividend percentage | 8.75% |
SCHEDULE OF LIABILITIES ASSOCIA
SCHEDULE OF LIABILITIES ASSOCIATED WITH RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | $ 171 | |
Additions | 322 | 645 |
Payments and other adjustments | (228) | (474) |
Ending balance | 265 | 171 |
Severance and Separation Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 145 | |
Additions | 322 | 439 |
Payments and other adjustments | (202) | (294) |
Ending balance | 265 | 145 |
Equity Awards Acceleration Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | ||
Additions | 170 | |
Payments and other adjustments | (170) | |
Ending balance | ||
Other exit related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 26 | |
Additions | 36 | |
Payments and other adjustments | (26) | (10) |
Ending balance | $ 26 |
RESTRUCTURING COSTS (Details Na
RESTRUCTURING COSTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | |
Restructuring and Related Activities [Abstract] | |||
Estimated restructuring expense | $ 1,300 | ||
Restructuring expense incurred | $ 322 | $ 645 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 11, 2023 | Mar. 31, 2024 | |
Subsidiary, Sale of Stock [Line Items] | ||
Dividend, share-based payment arrangement, cash | $ 1.3 | $ 5.4 |
Dividends undeclared | 1.3 | |
At The Market Facility [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock available for sale | $ 50 | |
Underwriter commission fees percentage | 3% | |
At The Market Facility [Member] | Series B Preferred Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock available for sale | $ 35 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 25,962 | $ 30,001 |
Healthcare IT [Member] | ||
Revenue | 22,721 | 26,954 |
Healthcare IT [Member] | Technology-enabled Business Solutions [Member] | ||
Revenue | 17,283 | 19,495 |
Healthcare IT [Member] | Professional Services [Member] | ||
Revenue | 4,422 | 6,560 |
Healthcare IT [Member] | Printing and Mailing Services [Member] | ||
Revenue | 861 | 713 |
Healthcare IT [Member] | Group Purchasing Services [Member] | ||
Revenue | 155 | 186 |
Medical Practice Management [Member] | ||
Revenue | $ 3,241 | $ 3,047 |
SCHEDULE OF CHANGES IN ACCOUNTS
SCHEDULE OF CHANGES IN ACCOUNTS RECEIVABLE, CONTRACT ASSET AND DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Accounts Receivable - Net, Opening | $ 11,888 | $ 14,773 |
Contract Assets, Opening | 5,094 | 4,399 |
Deferred Revenue (current), Opening | 1,380 | 1,386 |
Deferred Revenue (long term), Opening | 256 | 342 |
Accounts Receivable - Net, increase (decrease), net | 74 | (127) |
Increase in Contract with Customer, Asset | 361 | 619 |
Deferred Revenue (current), increase (decrease), net | 6 | 8 |
Deferred Revenue (long term), increase (decrease), net | 52 | 8 |
Accounts Receivable - Net, Closing | 11,962 | 14,646 |
Contract Assets, Closing | 5,455 | 5,018 |
Deferred Revenue (current), Closing | 1,386 | 1,394 |
Deferred Revenue (long term), Closing | $ 308 | $ 350 |
SCHEDULE OF TRADE ALLOWANCE FOR
SCHEDULE OF TRADE ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Beginning balance | $ 879 | $ 823 | $ 823 |
Adoption of ASC 326 | 186 | ||
Provision | 37 | $ 97 | 454 |
Recoveries/adjustments | 1 | 107 | |
Write-offs | (691) | ||
Ending balance | $ 917 | $ 879 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Revenue | $ 25,962 | $ 30,001 | ||
Revenue, Remaining Performance Obligation, Amount | 5,200 | |||
Amortization of Deferred Sales Commissions | 90 | 167 | ||
Accumulated deficit | (74,722) | $ (74,481) | ||
Trade Accounts Receivable [Member] | Accounting Standards Update 2016-13 [Member] | ||||
Accumulated deficit | $ 186 | |||
Other Noncurrent Assets [Member] | ||||
Deferred commissions | 488 | 580 | ||
Chronic Care Management [Member] | ||||
Revenue | 440 | 135 | ||
Remote Patient Monitoring [Member] | ||||
Revenue | 140 | 11 | ||
Professional Services [Member] | Unbilled Revenues [Member] | ||||
Revenue | 47 | $ 100 | ||
Group Purchasing Services [Member] | ||||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 264 |
DISCLOSURE OF SHARE-BASED COMPE
DISCLOSURE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD (Details) - Restricted Stock Units (RSUs) [Member] - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Series A Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | ||
Granted | ||
Vested | ||
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 | 57,199 | 80,462 |
Granted | 34,000 | 62,000 |
Vested | (14,000) | (57,263) |
Forfeited | (24,000) | |
Outstanding and unvested at ending | 53,199 | 85,199 |
Common Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding and unvested at beginning | 753,495 | 645,475 |
Granted | 546,851 | |
Vested | (326,501) | (498,660) |
Forfeited | (217,115) | (19,975) |
Outstanding and unvested at ending | 209,879 | 673,691 |
SCHEDULE OF EMPLOYEE SERVICE SH
SCHEDULE OF EMPLOYEE SERVICE SHARE-BASED COMPENSATION, ALLOCATION OF RECOGNIZED PERIOD COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation (benefit) expense | $ (708) | $ 1,072 |
Direct Operating Costs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation (benefit) expense | (45) | 88 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation (benefit) expense | (696) | 605 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation (benefit) expense | 54 | 37 |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation (benefit) expense | $ (21) | $ 342 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation (benefit) expense | $ (708) | $ 1,072 | |
Number of cash-setttled awards | 17,754 | ||
Liability for cash settled amount | $ 80 | $ 767 | |
Series B Preferred Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment award, number of shares issuance | 10,000 | ||
Share-based payment award, number of shares forfeited | 24,000 | ||
Share-based payment award, number of shares grant | 34,000 | ||
Stock-based compensation (benefit) expense | $ 708 | ||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 710,694 | ||
Restricted Stock Units (RSUs) [Member] | Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 28,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 39,000 | $ 65,000 | |
Current income tax expense | 30,000 | 39,000 | |
Foreign income tax expense | 9,000 | ||
Deferred income tax expense | $ 0 | $ 26,000 | |
Deferred tax liability | $ 0 |
SCHEDULE OF REVENUES, OPERATING
SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 25,962 | $ 30,001 |
Direct operating costs | 15,177 | 18,107 |
Selling and marketing | 1,770 | 2,612 |
General and administrative | 3,721 | 5,120 |
Research and development | 913 | 1,078 |
Depreciation and amortization | 3,930 | 3,038 |
Net loss on lease terminations, unoccupied lease charges and restructuring costs | 322 | 269 |
Total operating expenses | 25,833 | 30,224 |
OPERATING INCOME (LOSS) | 129 | (223) |
Healthcare IT [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 22,721 | 26,954 |
Direct operating costs | 12,544 | 15,693 |
Selling and marketing | 1,760 | 2,604 |
General and administrative | 2,581 | 2,496 |
Research and development | 913 | 1,078 |
Depreciation and amortization | 3,845 | 2,949 |
Net loss on lease terminations, unoccupied lease charges and restructuring costs | 322 | 269 |
Total operating expenses | 21,965 | 25,089 |
OPERATING INCOME (LOSS) | 756 | 1,865 |
Medical Practice Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 3,241 | 3,047 |
Direct operating costs | 2,633 | 2,414 |
Selling and marketing | 10 | 8 |
General and administrative | 434 | 448 |
Research and development | ||
Depreciation and amortization | 85 | 89 |
Net loss on lease terminations, unoccupied lease charges and restructuring costs | ||
Total operating expenses | 3,162 | 2,959 |
OPERATING INCOME (LOSS) | 79 | 88 |
Unallocated Corporate Expenses [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | ||
Direct operating costs | ||
Selling and marketing | ||
General and administrative | 706 | 2,176 |
Research and development | ||
Depreciation and amortization | ||
Net loss on lease terminations, unoccupied lease charges and restructuring costs | ||
Total operating expenses | 706 | 2,176 |
OPERATING INCOME (LOSS) | $ (706) | $ (2,176) |