Acquisitions (Tables)

9 Months Ended

12 Months Ended

Dec. 31, 2014

Jan. 31, 2014

AKM

Business Acquisition [Line Items]

Schedule Of Business Acquisitions By Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred was as follows: 

Cash consideration	$	140,000
Fair value of holdback consideration due to seller		376,236
Total purchase consideration	$	516,236

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price was allocated to AKM’s net tangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in the Company’s condensed consolidated balance sheet is as follows: 

			Subsequent
	Provisional		Change In		Revised
	Estimated		Valuation		Fair
	Value		Estimate		Value
Cash consideration	$	140,000	$	-	$	140,000
Holdback consideration		136,822		239,414		376,236
Total consideration	$	276,822	$	239,414	$	516,236
Cash and cash equivalents	$	356,359			$	356,359
Marketable securities		389,094				389,094
Accounts receivable		27,217				27,217
Prepaid expenses and other assets		26,311				26,311
Intangibles		156,000				156,000
Goodwill		(216,563)		301,556		84,993
Accounts payable and accrued liabilities		(40,439)		(16,072)		(56,511)
Deferred tax liability		-		(46,070)		(46,070)
Medical payables		(421,157)				(421,157)
Net assets acquired	$	276,822	$	239,414	$	516,236

BCHC

Business Acquisition [Line Items]

Schedule Of Business Acquisitions By Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred was as follows:

Cash consideration	$	900,000
Fair value of equity consideration		230,862
Working capital adjustment		(9,294)
	$	1,121,568

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The preliminary allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s condensed consolidated balance sheet at December 31, 2014 is as follows:

Cash and cash equivalents	$	77,020
Accounts receivable		172,402
Prepaid expenses and other current assets		467
Property and equipment		7,130
Identifiable intangible assets		532,000
Goodwill		542,577
Total assets acquired		1,331,596
Accounts payable and accrued liabilities		210,028
Total liabilities assumed		210,028
Net assets acquired	$	1,121,568

Weighted-average amortization period for intangible assets acquired

 The intangible assets acquired consisted of the following:

	Life
	(yrs.)	Additions
Medicare license	Indefinite	$	462,000
Trade name	5		521,000
Non-compete agreements	5		19,000
		$	532,000

HCHHA

Business Acquisition [Line Items]

Schedule Of Business Acquisitions By Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred was as follows:

Cash consideration	$	300,000
Fair value of equity consideration		43,286
Working capital adjustment		(21,972)
	$	321,314

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The preliminary allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s condensed consolidated balance sheet at December 31, 2014 is as follows:

Cash and cash equivalents	$	(37,087)
Accounts receivable		172,149
Property and equipment		3,035
Identifiable intangible assets		284,000
Goodwill		102,651
Total assets acquired		524,748
Accounts payable and accrued liabilities		107,035
Deferred tax liability		96,399
Total liabilities assumed		203,434
Net assets acquired	$	321,314

Weighted-average amortization period for intangible assets acquired

The intangible assets acquired consisted of the following:

	Life
	(yrs.)		Additions
Medicare license		Indefinite	$	242,000
Trade name		5		38,000
Non-compete agreements		5		4,000
			$	284,000

SCHC

Business Acquisition [Line Items]

Schedule Of Business Acquisitions By Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred was as follows:

Cash consideration	$	2,428,391
Fair value of warrant consideration		132,000
	$	2,560,391

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The preliminary allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s condensed consolidated balance sheet at December 31, 2014 is as follows:

Cash and cash equivalents	$	264,601
Accounts receivable		840,433
Receivable from affiliate		67,714
Prepaid expenses and other current assets		82,430
Property and equipment		584,377
Identifiable intangible assets		1,121,000
Goodwill		161,559
Other assets		66,762
Total assets acquired		3,188,876
Accounts payable and accrued liabilities		134,427
Note payable to financial institution		463,582
Deferred tax liability		30,477
Total liabilities assumed		628,485
Net assets acquired	$	2,560,391

Weighted-average amortization period for intangible assets acquired

The intangible assets acquired consisted of the following:

	Life
	(yrs.)	Additions
Network relationships	5	$	910,000
Trade name	5		110,000
Non-compete agreements	3		101,000
		$	1,121,000

AKM & SCHC

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information

The following unaudited pro forma results of operations for the three and nine months ended December 31, 2014 assume the BCHC, HCHHA, AKM and SCHC acquisitions had occurred on April 1, 2014, and for the nine months ended December 31, 2013 (as restated) assume the acquisitions had occurred on April 1, 2013: 

	Three months ended December 31,				Nine months ended December 31,
	2014		2013		2014		2013
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net revenue	$	8,325,558	$	5,947,500	$	28,208,533	$	14,905,735
Net loss	$	(1,779,214)	$	(1,111,769)	$	(1,901,024)	$	(4,447,545)
Basic and diluted loss per share	$	(0.36)	$	(0.23)	$	(0.39)	$	(1.19)

Verdugo Medical Management Inc

Business Acquisition [Line Items]

Summary of Fair Value of Assets Acquired and Liabilities Assumed, Verdugo Medical Management, Incorporate

The following table summarizes the fair value of Hendel’s assets acquired and liabilities assumed at the date of acquisition of VMM and consolidation of Hendel:

Purchase Price	$	1,200
Fair value of net assets acquired and consolidation of Hendel:
Cash		15,314
Accounts receivable		113,881
Prepaid expenses		6,869
Accounts payable and accrued liabilities		(22,968)
Non-controlling interest		(113,096)
Goodwill	$	1,200

Whittier

Business Acquisition [Line Items]

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price is allocated to Whittier’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired is included in our consolidated balance sheet. The acquisition-date fair value of the consideration transferred and the total purchase consideration allocated to the acquisition of the net tangible and intangible assets based on their estimated fair values were as of the closing date as follows:

			Subsequent
	Provisional		Change in
	Estimated		Valuation		Revised
	Fair Value		Estimate		Fair Value
Cash consideration	$	100,000	$	-	$	100,000
Fair value of promissory note due to seller		125,000		20,000		145,000
Total purchase consideration	$	225,000	$	20,000	$	245,000
Property and equipment	$	-		10,000	$	10,000
Exclusivity Agreement		-		40,000		40,000
Noncompete Agreement		-		20,000		20,000
Goodwill		225,000		(50,000)		175,000
Total fair value of assets acquired	$	225,000	$	20,000	$	245,000

Weighted-average amortization period for intangible assets acquired

The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:

			Weighted-average
	Assets		Amortization
	Acquired		Period (years)
Exclusivity Agreement	$	40,000		4
Noncompete Agreement		20,000		5
Total identifiable intangible assets	$	60,000

Fletcher

Business Acquisition [Line Items]

Schedule Of Business Acquisitions By Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred was as follows:

Cash consideration	$	75,000
Fair value of promissory note due to seller		73,400
Total purchase consideration	$	148,400

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price is allocated to Fletcher’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows:

	Estimated
	Fair Value
Property and equipment	$	10,000
Noncompete Agreement		6,000
Goodwill		132,400
Total fair value of assets acquired	$	148,400

Weighted-average amortization period for intangible assets acquired

The acquired intangible assets consisted of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:

			Weighted-average
	Assets		Amortization
	Acquired		Period (years)
Noncompete Agreement		6,000		3
Total identifiable intangible assets	$	6,000

Eagle Rock

Business Acquisition [Line Items]

Schedule Of Business Acquisitions By Acquisition Consideration Transferred

The acquisition-date fair value of the consideration transferred as of the closing date is as follows:

Cash consideration	$	75,000
Fair value of promissory note due to seller		81,500
Total purchase consideration	$	156,500

Schedule of Purchase Prices Allocations

Under the acquisition method of accounting, the total purchase price is allocated to Eagle Rock’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows:

	Estimated
	Fair Value
Noncompete Agreement	$	2,400
Goodwill		154,100
Total fair value of assets acquired	$	156,500

Weighted-average amortization period for intangible assets acquired

The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:

			Weighted-average
	Assets		Amortization
	Acquired		Period (years)
Noncompete Agreement		2,400		3
Total identifiable intangible assets	$	2,400

Business Acquisition, Pro Forma Information

The following unaudited pro forma results of operations for year ended January 31, 2014 assume the Medical Clinic Acquisitions in the aggregate had occurred on February 1, 2013, and for the year ended January 31, 2013 assume the Medical Clinic Acquisitions in the aggregate had occurred on February 1, 2012:

	2014 (Unaudited)		2013  (Unaudited)
Net revenue	$	11,570,305	$	9,162,131
Net loss	$	(4,526,075)	$	(8,801,564)
Basic and diluted net loss per share	$	(1.22)	$	(2.71)