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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) |

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