Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FDNH | ||
Entity Registrant Name | FOUNDATION HEALTHCARE, INC. | ||
Entity Central Index Key | 1272597 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 17,323,048 | ||
Entity Public Float | $3,034,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||
Cash and cash equivalents | $2,860,025 | $4,212,076 |
Accounts receivable, net of allowance for doubtful accounts of $1,741,571 and $4,778,915, respectively | 18,971,435 | 12,755,642 |
Receivables from affiliates | 1,157,184 | 848,002 |
Supplies inventories | 1,863,175 | 1,931,142 |
Deferred tax asset | 775,248 | 2,118,637 |
Prepaid and other current assets | 3,712,625 | 2,184,248 |
Current assets from discontinued operations | 342,441 | 518,629 |
Total current assets | 29,682,133 | 24,568,376 |
Property and equipment, net | 13,465,190 | 12,073,986 |
Equity method investments in affiliates | 5,722,130 | 5,699,093 |
Intangible assets, net | 9,080,395 | 11,138,621 |
Goodwill | 973,927 | 973,927 |
Other assets | 437,809 | 244,598 |
Other assets from discontinued operations | 165,285 | 576,228 |
Total assets | 59,526,869 | 55,274,829 |
Liabilities: | ||
Accounts payable | 10,364,160 | 11,648,987 |
Accrued liabilities | 10,223,388 | 3,914,915 |
Preferred noncontrolling interests dividends payable | 195,212 | 195,411 |
Short-term debt | 456,784 | 5,664,827 |
Current portion of long-term debt | 5,023,048 | 7,919,179 |
Other current liabilities | 1,052,543 | 4,591,587 |
Current liabilities from discontinued operations | 839,791 | 5,620,697 |
Total current liabilities | 28,154,926 | 39,555,603 |
Long-term debt, net of current portion | 24,737,719 | 10,031,732 |
Deferred lease incentive | 8,608,716 | 5,563,984 |
Deferred tax liability | 107,238 | 2,604,879 |
Other liabilities | 5,317,075 | 4,086,946 |
Other liabilities from discontinued operations | 9,969 | |
Total liabilities | 66,925,674 | 61,853,113 |
Preferred noncontrolling interests | 8,700,000 | 8,700,000 |
Commitments and contingencies (Note 11) | ||
Foundation HealthCare shareholders’ deficit: | ||
Preferred stock $0.0001 par value, 10,000,000 authorized; no shares issued and outstanding | ||
Common stock $0.0001 par value, 500,000,000 shares authorized; 17,263,842 and 16,383,489 issued and outstanding, respectively | 1,726 | 1,638 |
Paid-in capital | 19,321,267 | 18,256,501 |
Accumulated deficit | -37,265,044 | -35,171,315 |
Total Foundation HealthCare shareholders’ deficit | -17,942,051 | -16,913,176 |
Noncontrolling interests | 1,843,246 | 1,634,892 |
Total deficit | -16,098,805 | -15,278,284 |
Total liabilities, preferred noncontrolling interest and total deficit | $59,526,869 | $55,274,829 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $1,741,571 | $4,778,915 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 17,263,842 | 16,383,489 |
Common stock, shares outstanding | 17,263,842 | 16,383,489 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net Revenues: | ||
Patient services | $96,219,746 | $81,121,802 |
Provision for doubtful accounts | -5,118,194 | -3,755,035 |
Net patient services revenue | 91,101,552 | 77,366,767 |
Management fees from affiliates | 5,394,666 | 6,347,315 |
Other revenue | 5,361,931 | 3,493,577 |
Revenues | 101,858,149 | 87,207,659 |
Equity in earnings of affiliates | 2,979,293 | 5,885,188 |
Operating Expenses: | ||
Salaries and benefits | 29,273,542 | 28,279,045 |
Supplies | 24,000,276 | 22,871,118 |
Other operating expenses | 42,767,477 | 32,830,312 |
Impairment of goodwill | 21,864,781 | |
Impairment of equity investment of affiliate | 1,600,000 | 1,640,389 |
Depreciation and amortization | 5,550,162 | 5,093,246 |
Total operating expenses | 101,591,457 | 112,578,891 |
Other Income (Expense): | ||
Interest expense, net | -1,610,791 | -2,171,327 |
Gain on forgiveness of debt | 7,108,562 | 7,108,562 |
Gain on sale-leaseback of real estate | 3,961,277 | 3,961,277 |
Other income | 385,033 | 144,776 |
Net other income (expense) | -1,225,758 | 9,043,288 |
Income (loss) from continuing operations, before taxes | 2,020,227 | -10,442,756 |
(Provision) benefit for income taxes | 851,788 | -3,777,113 |
Income (loss) from continuing operations, net of taxes | 2,872,015 | -14,219,869 |
Loss from discontinued operations, net of tax | -357,452 | -839,238 |
Net Income (loss) | 2,514,563 | -15,059,107 |
Less: Net income attributable to noncontrolling interests | 3,827,439 | 4,345,417 |
Net loss attributable to Foundation HealthCare | -1,312,876 | -19,404,524 |
Preferred noncontrolling interests dividends | -780,853 | -1,022,103 |
Net loss attributable to Foundation HealthCare common stock | -2,093,729 | -20,426,627 |
Earnings per common share (basic and diluted): | ||
Net loss from continuing operations attributable to Foundation HealthCare common stock. | ($0.10) | ($1.44) |
Loss from discontinued operations, net of tax | ($0.02) | ($0.06) |
Basic and diluted net income (loss) per share | ($0.12) | ($1.50) |
Weighted average number of primary and diluted common shares outstanding | 17,080,451 | 13,635,286 |
Pro Forma | ||
Other Income (Expense): | ||
(Provision) benefit for income taxes | -914,350 | |
Net loss attributable to Foundation HealthCare common stock | ($20,526,464) | |
Earnings per common share (basic and diluted): | ||
Basic and diluted net income (loss) per share | ($1.51) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Deficit (USD $) | Total | Common Stock | Paid-in Capital | Accumulated Deficit | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2012 | ($13,341,187) | $1,145 | $3,452,326 | ($14,744,688) | ($2,049,970) |
Beginning Balances, Shares at Dec. 31, 2012 | 11,450,000 | ||||
Net loss attributable to Foundation HealthCare | -19,404,524 | -19,404,524 | |||
Net income attributable to noncontrolling interests | 4,345,417 | 4,345,417 | |||
Reverse acquisition | 13,938,874 | 480 | 13,938,394 | ||
Reverse acquisition, Shares | 4,802,328 | ||||
Issuance of common stock and warrants | 1,371,000 | 9 | 1,370,991 | ||
Issuance of common stock and warrants, Shares | 87,000 | ||||
Stock-based compensation | 129,721 | 2 | 129,719 | ||
Stock-based compensation, Shares | 22,594 | ||||
Issuance of stock for payment of liabilities | 108,537 | 2 | 108,535 | ||
Issuance of stock for payment of liabilities, Shares | 24,700 | 24,700 | |||
Cancellation of outstanding shares, Shares | -3,133 | ||||
Preferred noncontrolling interests dividends | -1,022,103 | -1,022,103 | |||
Distributions to noncontrolling interests | -660,555 | -660,555 | |||
Distributions to member | -743,464 | -743,464 | |||
Ending Balances at Dec. 31, 2013 | -15,278,284 | 1,638 | 18,256,501 | -35,171,315 | 1,634,892 |
Ending Balances, Shares at Dec. 31, 2013 | 16,383,489 | ||||
Net loss attributable to Foundation HealthCare | -1,312,876 | -1,312,876 | |||
Net income attributable to noncontrolling interests | 3,827,439 | 3,827,439 | |||
Stock-based compensation | 1,064,854 | 88 | 1,064,766 | ||
Stock-based compensation, Shares | 880,353 | ||||
Preferred noncontrolling interests dividends | -780,853 | -780,853 | |||
Distributions to noncontrolling interests | -3,731,252 | -3,731,252 | |||
Proceeds from noncontrolling interests | 112,167 | 112,167 | |||
Ending Balances at Dec. 31, 2014 | ($16,098,805) | $1,726 | $19,321,267 | ($37,265,044) | $1,843,246 |
Ending Balances, Shares at Dec. 31, 2014 | 17,263,842 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | ||
Net income (loss) | $2,514,563 | ($15,059,107) |
Less: Loss from discontinued operations, net of tax | -357,452 | -839,238 |
Income (loss) from continuing operations | 2,872,015 | -14,219,869 |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 5,550,162 | 5,093,246 |
Impairment of goodwill | 21,864,781 | |
Impairment of equity investment in affiliate | 1,600,000 | 1,640,389 |
Deferred tax benefit | -1,154,252 | -301,713 |
Stock-based compensation, net of cashless vesting | 1,064,854 | 129,721 |
Gain on redemption of non-controlling interests | -66,915 | |
Provision for doubtful accounts | 5,118,194 | 3,755,035 |
Equity in earnings of affiliates | -2,979,293 | -5,885,188 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable, net of provision for doubtful accounts | -11,333,987 | -9,412,289 |
Receivables from affiliates | -309,182 | 197,483 |
Supplies Inventories | 67,967 | 12,142 |
Prepaid and other current assets | -1,528,377 | -81,786 |
Other assets | -193,211 | 134,489 |
Accounts payable | -1,284,827 | -695,691 |
Accrued liabilities | 6,383,015 | -2,513,206 |
Income taxes payable | 3,564,455 | |
Other current liabilities | -3,613,586 | 827,132 |
Other liabilities | 4,274,861 | 3,302,290 |
Net cash provided by operating activities from continuing operations | 2,934,353 | 7,344,506 |
Net cash used in operating activities from discontinued operations | -488,300 | -992,512 |
Net cash provided by operating activities | 2,446,053 | 6,351,994 |
Investing activities: | ||
Cash received in business acquisition | 68,170 | |
Purchase of property and equipment | -4,884,948 | -6,368,276 |
Disposal of property and equipment | 1,807 | 2,039,904 |
Sale of equity investment in affiliates | 178,000 | |
Distributions from affiliates | 2,778,257 | 5,559,317 |
Net cash provided by (used in) investing activities from continuing operations | -1,926,884 | 1,299,115 |
Net cash provided by investing activities from discontinued operations | 395,000 | |
Net cash provided by (used in) investing activities | -1,926,884 | 1,694,115 |
Financing activities: | ||
Debt proceeds | 32,885,948 | 10,035,860 |
Debt payments | -26,284,135 | -11,728,810 |
Common stock proceeds | 435,000 | |
Preferred noncontrolling interests proceeds | 8,700,000 | |
Preferred noncontrolling interests dividend | -781,052 | -1,003,635 |
Redemption of preferred noncontrolling interests | -11,102,372 | |
Distributions to noncontrolling interests | -3,731,252 | -660,555 |
Proceeds from noncontrolling interests | 112,167 | |
Distributions to member | -743,464 | |
Net cash provided by (used in) financing activities from continuing operations | 2,201,676 | -6,067,976 |
Net cash used in financing activities from discontinued operations | -4,072,896 | -803,124 |
Net cash used in financing activities | -1,871,220 | -6,871,100 |
Net change in cash and cash equivalents | -1,352,051 | 1,175,009 |
Cash and cash equivalents at beginning of year | 4,212,076 | 3,037,067 |
Cash and cash equivalents at end of year | 2,860,025 | 4,212,076 |
Cash Paid for Interest and Income Taxes: | ||
Interest expense | 2,052,213 | 2,366,345 |
Interest expense, discontinued operations | 168,733 | 124,821 |
Income taxes, continuing operations | 3,255,623 | |
Noncash Investing and Financing Activities: | ||
Common stock warrants issued | -936,000 | -936,000 |
Common stock issued as payment for liabilities | -108,537 | |
Seller financing - reverse acquisition | 2,000,000 | |
Debt and liabilities assumed - reverse acquisition | 2,032,098 | |
Debt issued in purchase of noncontrolling preferred interest | -2,339,905 | |
Debt converted to common stock | ($14,138,187) |
Nature_of_Business
Nature of Business | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Nature of Business | Note 1 – Nature of Business |
Foundation Healthcare, Inc. (the “Company”) is organized under the laws of the state of Oklahoma and owns controlling and noncontrolling interests in surgical hospitals located in Texas and Oklahoma. The Company also owns noncontrolling interests in ambulatory surgery centers (“ASCs”) located in Texas, Pennsylvania, New Jersey, Maryland and Ohio. The Company provides management services to a majority of the facilities that it has noncontrolling interests (referred to as “Affiliates”) under the terms of various management agreements. | |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation |
Reverse Acquisition – On July 22, 2013, the Company acquired Foundation Surgery Affiliates, LLC (“FSA”) and FSA’s consolidated variable interest entity, Foundation Surgical Hospital Affiliates, LLC (“FSHA”) (collectively referred to as “Foundation”). For accounting purposes, the acquisition of FSA was accounted for as a reverse acquisition and as a result, the Company’s historical operating results included in the accompanying consolidated financial statements for the periods prior to July 22, 2013 represent those of FSA. The historical financial statements of FSA have been adjusted for the effect of the recapitalization that occurred as a result of the reverse acquisition. | |
Going Concern and Management’s Plan – As of December 31, 2014, the Company had an accumulated deficit of $37.3 million and adjusted working capital deficit of $0.2 million (adjusted for redemption payments of $1.7 million payable to preferred noncontrolling interest holders in 2015). During the year ended December 31, 2014, the Company generated a net loss attributable to Foundation Healthcare common stock of $2.1 million and generated cash flow from operating activities from continuing operations of $2.9 million. As of December 31, 2014, the Company had cash and cash equivalents of $2.9 million and has access to a $2.5 million line of credit from its senior lender. Although the Company has access to a line of credit, management, based on existing operations and the due dates of certain liability and debt payments, projects the Company may not be able to meet all of its obligations as they become due in 2015. Management plans to meet the projected cash flow shortage from management fees earned from new hospital partners the Company anticipates procuring in 2015. | |
If management is unable to procure the management contracts as noted above, the Company may be forced to obtain extensions on existing debt and other obligations as they become due in 2015. Although management has historically been successful in obtaining extensions, there is no assurance that the Company will be able to obtain them in the future. In addition, management may choose to raise additional funds through the sale of equity or assets, but there is no assurance that the Company will be successful in completing such actions. | |
If management is not able to obtain incremental management fees from new hospital partners, does not obtain extensions on some of its debt or other obligations during 2015 or if the Company is not able to raise additional funds through the sale of equity or assets, the Company may not have sufficient cash on hand or generate sufficient cash flow from operations to meet its cash requirements over the next 12 months. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Reverse Stock Split – At the Company’s annual meeting of stockholders held on May 12, 2014, the Company’s stockholders approved an amendment to our amended and restated certificate of incorporation to effect a reverse split of our common stock at a ratio between 1-for-3 to 1-for-10 shares. The Company’s stockholders further authorized the board of directors to determine the ratio at which the reverse split would be effected by filing an appropriate amendment to our amended and restated certificate of incorporation. The Company’s board of directors authorized the ratio of the reverse split and corresponding reduction in authorized shares on December 29, 2014 and effective at the close of business on January 8, 2015, the Company amended its amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our common stock, or the Reverse Split. The board of directors considered a ratio that would allow us to have a number of outstanding shares to have a sufficient trading volume while considering a stock price that would be consistent with our intention to eventually uplist of our common stock from the OTC Markets QB Tier to a listing on the NYSE MKT exchange, though there can be no assurance that we will ultimately pursue or be successful in seeking to uplist the Company’s common stock on such exchange. The Board of Directors determined that a ratio of 1-for-10 was the best balance of these and other factors. The effect of the reverse split reduced the Company’s outstanding common stock shares from 172,638,414 to 17,263,842 shares as of the date of the reverse split. The accompanying consolidated financial statements give effect to the reverse split as of the first date reported. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies | ||||||||||||
Consolidation – The accompanying consolidated financial statements include the accounts of Foundation Healthcare, Inc. and its wholly owned, majority owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
The Company accounts for its investments in Affiliates in which the Company exhibits significant influence, but not control, in accordance with the equity method of accounting. The Company does not consolidate its equity method investments, but rather measures them at their initial costs and then subsequently adjusts their carrying values through income for their respective shares of the earnings or losses during the period. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. | |||||||||||||
Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||||||
Reclassifications – Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation. Such reclassifications had no effect on net loss. | |||||||||||||
Pro forma income information – Prior to July 22, 2013, FSA’s and FSHA’s member had elected to have FSA’s and FSHA’s income taxed as an S Corporation under provisions of the Internal Revenue Code and a similar section of the state income tax law. Therefore, taxable income or loss is reported to the individual member for inclusion in its tax returns and no provision for income taxes is included in the Company’s consolidated financial statements for periods prior to July 22, 2013. The pro forma income information provides an adjustment for income tax expense as if FSA and FSHA had been a C Corporation prior to July 22, 2013 at an assumed combined federal and state effective tax rate of 38%, which approximates the calculated statutory tax rates for the periods. | |||||||||||||
Revenue recognition and accounts receivable – The Company recognizes revenues in the period in which services are performed and charged. Accounts receivable primarily consist of amounts due from third-party payors and patients. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Amounts the Company receives for treatment of patients covered by governmental programs such as Medicare and Medicaid and other third-party payors such as health maintenance organizations, preferred provider organizations and other private insurers are generally less than the Company’s established billing rates. Additionally, to provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the revenues and accounts receivable reported in the Company’s consolidated financial statements are recorded at the net amount expected to be received. | |||||||||||||
During the years ended December 31, 2014 and 2013, the Company’s revenue payor mix was as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Medicare and Medicaid | 24 | % | 29 | % | |||||||||
Commercial health insurance payors | 67 | % | 59 | % | |||||||||
Patient self-pay | 4 | % | 5 | % | |||||||||
Management fees from affiliates | 5 | % | 7 | % | |||||||||
Other | 5 | % | 4 | % | |||||||||
Provision for doubtful accounts | (5 | %) | (4 | %) | |||||||||
Contractual Discounts and Cost Report Settlements – The Company derives a significant portion of its revenues from Medicare, Medicaid and other payors that receive discounts from its established billing rates. The Company must estimate the total amount of these discounts to prepare its consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and are subject to interpretation and adjustment. The Company estimates the allowance for contractual discounts on a payor-specific basis given its interpretation of the applicable regulations or contract terms. These interpretations sometimes result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Changes in estimates related to the allowance for contractual discounts affect revenues reported in the Company’s accompanying consolidated statements of operations. | |||||||||||||
Cost report settlements under reimbursement agreements with Medicare and Medicaid are estimated and recorded in the period the related services are rendered and are adjusted in future periods as final settlements are determined. There is a reasonable possibility that recorded estimates will change by a material amount in the near term. The net cost report settlements due to the Company were approximately $617,955 and $235,000 at December 31, 2014 and 2013, respectively, and are in included in prepaid and other current assets in the accompanying consolidated balance sheets. We adjusted our cost report estimate by $382,955 during 2014 based on our final filed cost report for 2013 and an estimate of the 2014 cost report. There was no adjustment for estimated cost report settlements in 2013. The Company’s management believes that adequate provisions have been made for adjustments that may result from final determination of amounts earned under these programs. | |||||||||||||
Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicare and Medicaid programs. | |||||||||||||
Provision and Allowance for Doubtful Accounts – To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. The primary uncertainty lies with uninsured patient receivables and deductibles, co-payments or other amounts due from individual patients. | |||||||||||||
The Company has an established process to determine the adequacy of the allowance for doubtful accounts that relies on a number of analytical tools and benchmarks to arrive at a reasonable allowance. No single statistic or measurement determines the adequacy of the allowance for doubtful accounts. Some of the analytical tools that the Company utilizes include, but are not limited to, the aging of accounts receivable, historical cash collection experience, revenue trends by payor classification, the status of claims submitted to third party payors, reason codes for declined claims and an assessment of the Company’s ability to address the issue and resubmit the claim and whether a patient is on a payment plan and making payments consistent with that plan. Accounts receivable are written off after collection efforts have been followed in accordance with the Company’s policies. | |||||||||||||
Due to the nature of the healthcare industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenues and accounts receivable at their net realizable values at the time products or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available, which could have a material impact on the Company’s operating results and cash flows in subsequent periods. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. | |||||||||||||
The patient and their third party insurance provider typically share in the payment for the Company’s products and services. The amount patients are responsible for includes co-payments, deductibles, and amounts not covered due to the provider being out-of-network. Due to uncertainties surrounding deductible levels and the number of out-of-network patients, the Company is not certain of the full amount of patient responsibility at the time of service. The Company estimates amounts due from patients prior to service and generally collects those amounts prior to service. Remaining amounts due from patients are then billed following completion of service. | |||||||||||||
The activity in the allowances for doubtful accounts for the years ending December 31, 2014 and 2013 follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of period | $ | 4,778,915 | $ | 1,659,337 | |||||||||
Reclassification (to) from contractual allowance | (832,384 | ) | 1,458,737 | ||||||||||
Provisions recognized as reduction in revenues | 5,118,194 | 3,755,035 | |||||||||||
Write-offs, net of recoveries | (7,323,154 | ) | (2,094,194 | ) | |||||||||
Balance at end of period | $ | 1,741,571 | $ | 4,778,915 | |||||||||
Cash and cash equivalents – The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. Certificates of deposit with original maturities of more than three months are also considered cash equivalents if there are no restrictions on withdrawing funds from the account. | |||||||||||||
Restricted cash – As of December 31, 2014 and 2013, the Company had restricted cash of approximately $700,000 and $701,000, respectively, included in prepaid and other current assets in the accompanying consolidated balance sheets. The restricted cash is pledged as collateral against certain debt of the Company. | |||||||||||||
Receivables from Affiliates – Receivables from Affiliates are stated at the amount billed to the Affiliates plus any accrued and unpaid interest. | |||||||||||||
Supplies inventories – Supplies inventories are stated at the lower of cost or market and primarily include operating supplies used in the direct or indirect treatment of patients. The Company accounts for inventories using the first in–first out method of accounting for substantially all of its inventories. | |||||||||||||
Property and equipment – Property and equipment is stated at cost and depreciated using the straight line method to depreciate the cost of various classes of assets over their estimated useful lives. At the time assets are sold or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and depreciation accounts; profits and losses on such dispositions are reflected in current operations. Fully depreciated assets are written off against accumulated depreciation. Assets under capital leases are amortized using the straight-line method over the shorter of the estimated useful life of the assets or life of the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||||||
The estimated useful lives of the Company’s property and equipment are as follows: | |||||||||||||
Asset Class | Useful Life | ||||||||||||
Furniture and equipment | 3 to 7 years | ||||||||||||
Equipment under capital leases | 3 to 7 years | ||||||||||||
Leasehold improvements | 5 to 10 years | or remaining lease period, whichever is shorter | |||||||||||
Long-lived assets – The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows. Fair value estimates are derived from established market values of comparable assets or internal calculations of estimated future net cash flows. The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. The Company’s assumptions take into account revenue and expense growth rates, patient volumes, changes in payor mix and changes in legislation and other payor payment patterns. | |||||||||||||
Goodwill and Intangible Assets – Goodwill is not amortized; instead, it is reviewed for impairment annually (in the fourth quarter) or more frequently if indicators of impairment exist or if a decision is made to sell a business. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. Goodwill is allocated among and evaluated for impairment at the reporting unit level. | |||||||||||||
The Financial Accounting Standards Board (FASB) guidance on testing goodwill for impairment provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test. | |||||||||||||
The Company evaluates goodwill for impairment at least on an annual basis and more frequently if certain indicators are encountered. Goodwill is to be tested at the reporting unit level, defined as an ASC or hospital (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. The Company completed its annual impairment test as of December 31, 2014, and determined that goodwill was not impaired. | |||||||||||||
Intangible assets other than goodwill which include customer relationships, customer files, covenants not to compete, trademarks and payor contracts are amortized over their estimated useful lives using the straight line method. The remaining lives range from three to five years. The Company evaluates the recoverability of identifiable intangible asset whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. | |||||||||||||
Noncontrolling Interests – Noncontrolling interests in the results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of the various consolidated subsidiaries. The noncontrolling interests in the consolidated balance sheet reflect the original investment by these noncontrolling shareholders in these consolidated subsidiaries, along with their proportional share of the earnings or losses of these subsidiaries less distributions made to these noncontrolling interest holders. | |||||||||||||
Legal Issues – For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is deemed to be probable and the loss is reasonably estimable. Management determines the likelihood of an unfavorable outcome based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical matters, among others. Once an unfavorable outcome is deemed probable, management weighs the probability of estimated losses, and the most reasonable loss estimate is recorded. If an unfavorable outcome of a matter is deemed to be reasonably possible, then the matter is disclosed and no liability is recorded. With respect to unasserted claims or assessments, management must first determine that the probability that an assertion will be made is likely, then, a determination as to the likelihood of an unfavorable outcome and the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis or sooner if significant changes in matters have occurred to determine if a change in the likelihood of an unfavorable outcome or the estimate of a loss is necessary. | |||||||||||||
Concentration of credit risk – The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk. As of December 31, 2014 and 2013, the Company had cash deposits in excess of FDIC limits of $1.8 million and $3.4 million, respectively. | |||||||||||||
Advertising Costs – Advertising costs are expensed as incurred. Advertising expense for 2014 and 2013, included in continuing operations, was approximately $312,000 and $244,000, respectively. | |||||||||||||
Acquisition Costs – Acquisition costs are charged directly to expense when incurred. | |||||||||||||
Income Taxes – The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the Company determines that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings in the period in which the Company makes such a determination. | |||||||||||||
The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. | |||||||||||||
Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. | |||||||||||||
Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2014, is not material to its results of operations, financial condition or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2014, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. | |||||||||||||
Loss per share – Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings (loss) per share are excluded from the calculation. | |||||||||||||
The dilutive potential common shares on options and warrants are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potential dilutive effect of the securities. | |||||||||||||
The following securities were not included in the computation of diluted earnings (loss) per share from continuing operations or discontinued operations as their effect would be anti-dilutive: | |||||||||||||
2014 | 2013 | ||||||||||||
Stock options and warrants | 1,622,796 | 1,836,106 | |||||||||||
During 2014, management determined that the Company had incorrectly reflected the historical common stock shares attributable to Foundation and the common stock shares issued in the reverse acquisition. As a result, the Company has restated its previously reported net income (loss) per share the year ended December 31, 2013 in order to correct certain previously reported amounts. The restatement had no change on the ending number of common shares outstanding at December 31, 2013, but it did change the weighted average number of common and diluted outstanding shares used to calculate earnings per common share. The restatement had no impact on assets, liabilities, total deficit or net income (loss) attributable to Foundation Healthcare common stock. | |||||||||||||
The financial information included in the accompanying consolidated financial statements and notes thereto reflect the effects of the corrections described in the preceding paragraph. The following tables set forth the correction of the individual affected line items in the accompanying consolidated financial statements: | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
As Previously | |||||||||||||
Reported | Correction | Restated | |||||||||||
Earnings per common share (basic and diluted): | |||||||||||||
Net loss from continuing operations attributable to Foundation Healthcare common stock | (0.24 | ||||||||||||
$ | (1.20 | ) | $ | ) | $ | (1.44 | ) | ||||||
Loss from discontinued operations | (0.05 | ) | (0.01 | ) | (0.06 | ) | |||||||
Net loss per share attributable to Foundation Healthcare common stock | $ | ) | (0.25 | ||||||||||
(1.25 | $ | ) | $ | (1.50 | ) | ||||||||
Weighted average number of common and diluted shares outstanding | (2,657,727 | ||||||||||||
16,293,013 | ) | 13,635,286 | |||||||||||
Pro forma basic and diluted net loss per share | $ | (1.26 | ) | $ | (0.25 | ) | $ | (1.51 | ) | ||||
Stock options – The Company accounts for its stock option grants using the modified prospective method. Under the modified prospective method, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. | |||||||||||||
Recently Adopted and Recently Issued Accounting Guidance | |||||||||||||
Adopted Guidance | |||||||||||||
On January 2014, the Company adopted changes issued by the FASB to the accounting for obligations resulting from joint and several liability arrangements. These changes require an entity to measure such obligations for which the total amount of the obligation is fixed at the reporting date as the sum of (i) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and (ii) any additional amount the reporting entity expects to pay on behalf of its co-obligors. An entity will also be required to disclose the nature and amount of the obligation as well as other information about those obligations. Examples of obligations subject to these requirements are debt arrangements and settled litigation and judicial rulings. The adoption of these changes had no impact on the Company’s consolidated financial statements, as the Company does not currently have any such arrangements. | |||||||||||||
On January 2014, the Company adopted changes issued by the FASB to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. These changes require an entity to present an unrecognized tax benefit as a liability in the financial statements if (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset to settle any additional income taxes that would result from the disallowance of a tax position. Otherwise, an unrecognized tax benefit is required to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. Previously, there was diversity in practice as no explicit guidance existed. These changes become effective for the Company on January 1, 2014. The adoption of these changes did not have a significant impact on the Company’s consolidated financial statements. | |||||||||||||
Issued Guidance | |||||||||||||
In April 2014, the FASB issued changes to the reporting of discontinued operations and disclosures of disposals of components of an entity. The amendments change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Additionally, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. The amendments are effective prospectively for all disposals (or classifications as held for sale) of components of an entity, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company is currently evaluating the new guidance to determine the impact it may have to its consolidated financial statements. | |||||||||||||
In May 2014, the FASB issued changes to the recognition of revenue from contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. These changes become effective for the Company on January 1, 2017. Management is currently evaluating the potential impact of these changes on the Company’s consolidated financial statements. | |||||||||||||
In August 2014, the FASB issued changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. Subsequent to adoption, this guidance will need to be applied by management at the end of each annual period and interim period therein to determine what, if any, impact there will be on the consolidated financial statements in a given reporting period. |
Reverse_Acquisition
Reverse Acquisition | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||
Reverse Acquisition | Note 4 – Reverse Acquisition | |||||||||||||||||||
On July 22, 2013, the Company acquired FSA and FSA’s consolidated variable interest entity, FSHA, from Foundation Healthcare Affiliates, LLC (“FHA”) pursuant to an Amended and Restated Membership Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company (i) issued to FHA 11,450,000 shares of its common stock, (ii) issued to FHA a demand promissory note in the principal amount of $2.0 million, and (iii) assumed certain liabilities and obligations of FHA totaling approximately $2.0 million. | ||||||||||||||||||||
For accounting purposes, the acquisition of FSA was accounted for as a reverse acquisition and as a result, the Company’s historical operating results included in the accompanying consolidated financial statements for the periods prior to July 22, 2013 represent those of FSA. The historical financial statements of FSA have been adjusted for the effect of the recapitalization that occurred as a result of the reverse acquisition. | ||||||||||||||||||||
The acquisition of Foundation was based on management’s belief that Foundation’s acquisition and development strategy and operating model will enable the Company to grow by taking advantage of highly-fragmented markets, an increasing demand for short stay surgery and a need by physicians to forge strategic alliances to meet the needs of the evolving healthcare landscape while also shaping the clinical environments in which they practice. The Company expects the acquisition of Foundation will generate positive earnings and cash flow that will be accretive to the earnings and cash flow of the Company. | ||||||||||||||||||||
Simultaneous with and subject to the reverse acquisition, the Company issued 1,333,333 shares of common stock to purchase a $6.0 million participation in the credit facility owed by the Company to Arvest Bank (see Note 6 – Discontinued Operations for more information) and 1,797,030 shares of common stock to Mr. Roy T. Oliver, one of our greater than 5% shareholders and affiliates, for full satisfaction of debt owed to Mr. Oliver totaling $8,136,390. Since the completion of the reverse acquisition was subject to these transactions, they have been recorded as part of the reverse acquisition. | ||||||||||||||||||||
Since FSA is deemed to be the accounting acquirer, the reverse acquisition was recorded by allocating the purchase price of the acquisition to the assets acquired, including intangible assets and liabilities assumed, from the legacy business of Graymark Healthcare, Inc. (“Graymark”), based on their estimated fair values at the acquisition date. The excess of the cost of the acquisitions over the net amounts assigned to the estimated fair value of the assets acquired, net of liabilities assumed, was recorded as goodwill, none of which is anticipated to be tax deductible. | ||||||||||||||||||||
The fair value of the total consideration issued in the reverse acquisition amounted to $13.9 million and included the common stock attributable to existing Graymark shareholders and the issuance of the Company’s common stock to Arvest Bank and Mr. Oliver. | ||||||||||||||||||||
The fair value amounts were initially recorded using preliminary estimates. Subsequently, management engaged a third-party valuation company to complete a valuation of the fair value of the assets acquired and liabilities assumed in the reverse acquisition. The preliminary and final purchase allocations for the reverse acquisition are as follows: | ||||||||||||||||||||
Preliminary | Final | |||||||||||||||||||
Cash and cash equivalents | $ | 68,170 | $ | 68,170 | ||||||||||||||||
Accounts receivable | 249,333 | 249,333 | ||||||||||||||||||
Current assets from discontinued operations | 1,773,471 | 1,360,143 | ||||||||||||||||||
Other current assets | 198,977 | 198,976 | ||||||||||||||||||
Total current assets | 2,289,951 | 1,876,622 | ||||||||||||||||||
Property and equipment | 647,862 | 1,389,169 | ||||||||||||||||||
Intangible assets | 3,800,000 | 2,733,000 | ||||||||||||||||||
Goodwill | 20,847,608 | 21,864,781 | ||||||||||||||||||
Other assets from discontinued operations | 295,542 | 1,224,140 | ||||||||||||||||||
Other assets | 12,753 | 252,528 | ||||||||||||||||||
Total assets acquired | 27,893,716 | 29,340,240 | ||||||||||||||||||
Liabilities assumed: | ||||||||||||||||||||
Accounts payable and accrued liabilities | 2,501,877 | 2,899,823 | ||||||||||||||||||
Short term debt | 2,000,000 | 2,000,000 | ||||||||||||||||||
Current portion of long-term debt | 714,711 | 714,711 | ||||||||||||||||||
Current liabilities from discontinued operations | 7,812,192 | 7,375,521 | ||||||||||||||||||
Total current liabilities | 13,028,780 | 12,990,055 | ||||||||||||||||||
Long-term debt, net of current portion | 742,385 | 742,385 | ||||||||||||||||||
Other liabilities from discontinued operations | 174,509 | 305,969 | ||||||||||||||||||
Other liabilities | 575,000 | 1,362,957 | ||||||||||||||||||
Total liabilities assumed | 14,520,674 | 15,401,366 | ||||||||||||||||||
Net assets acquired | $ | 13,373,042 | $ | 13,938,874 | ||||||||||||||||
During the year ended December 31, 2013, the Company incurred approximately $506,000 in expenses related to the reverse acquisition. The expenses incurred related primarily to legal fees related to the Purchase Agreement and structure of the transaction and professional fees related to the audits of the 2012 and 2011 consolidated financial statements of FSA. | ||||||||||||||||||||
The amounts of acquisition revenues and earnings included in the Company’s consolidated statements of operations for the year ended December 31, 2013, and the revenue and earnings of the combined entity had the reverse acquisition date for Graymark been January 1, 2013 are as follows: | ||||||||||||||||||||
Loss From | Attributable to Foundation | |||||||||||||||||||
Revenue | Continuing Operations | Net Loss | Net Loss | Net Loss | ||||||||||||||||
Per Share | ||||||||||||||||||||
Actual: | ||||||||||||||||||||
From 7/22/2013 to12/31/2013 | $ | 968,729 | $ | (23,413,107 | ) | $ | (24,995,058 | ) | $ | (24,995,058 | ) | |||||||||
Supplemental Pro Forma: | ||||||||||||||||||||
From 1/1/2013 to 12/31/2013 | $ | 94,514,058 | $ | (24,733,907 | ) | $ | (19,402,769 | ) | $ | (23,616,628 | ) | $ | (1.73 | ) | ||||||
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results. | ||||||||||||||||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | |||||||||||||
Discontinued Operations | Note 5 – Discontinued Operations | ||||||||||||
Prior to the reverse acquisition, Graymark committed to a plan to divest of or close certain sleep diagnostic and sleep therapy locations. The decision was based on a combination of the financial performance of the facilities and the shift in focus to the business model of Foundation. As a result of the pending closure or sale of these locations, the related assets, liabilities, results of operations and cash flows were classified as discontinued operations which were acquired by the Company in the reverse acquisition. | |||||||||||||
Under the plan, from July 2013 to October 2013, Graymark closed or sold 24 sleep diagnostic locations including both IDTF and contracted locations in Georgia, Iowa, Kansas, Missouri, Nevada, Oklahoma and Texas and 5 sleep therapy locations in Iowa, Kansas, Nevada, Oklahoma and Texas. | |||||||||||||
As part of the reverse acquisition, the Company acquired the special charge liability of $475,570 related to the estimated closing costs resulting from the plan to sell or close the sleep diagnostic and therapy locations. For the years ended December 31, 2014 and 2013, the activity in the acquired accruals for restructuring charges established for lease termination and other exit costs were as follows: | |||||||||||||
Lease Termination Cost | Other Exit Cost | Total | |||||||||||
Acquired balance at July 22, 2013 | $ | 335,028 | $ | 140,542 | $ | 475,570 | |||||||
Adjustments | (172,685 | ) | — | (172,685 | ) | ||||||||
Cash Payments | (84,108 | ) | (140,542 | ) | (224,650 | ) | |||||||
Balance at December 31, 2013 | 78,235 | — | 78,235 | ||||||||||
Adjustments | 102,761 | — | 102,761 | ||||||||||
Cash Payments | (70,575 | ) | — | (70,575 | ) | ||||||||
Balance at December 31, 2014 | $ | 110,421 | $ | — | $ | 110,421 | |||||||
Additional charges may be recorded in future periods dependent upon the Company’s ability to sub-lease or otherwise mitigate future lease costs at closed facilities. | |||||||||||||
The operating results of the discontinued sleep diagnostic and therapy locations and the Company’s other discontinued operations for the year ended December 31, 2014 and from July 22, 2013 to December 31, 2013 are summarized below: | |||||||||||||
2014 | July 22 to | ||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Revenue | $ | 123,728 | $ | 877,362 | |||||||||
Loss before taxes | $ | (576,535 | ) | $ | (1,353,609 | ) | |||||||
Income tax benefit | 219,083 | 514,371 | |||||||||||
Loss from discontinued operations, net of tax | $ | (357,452 | ) | $ | (839,238 | ) | |||||||
The balance sheet items for discontinued operations as of December 31, 2014 and 2013 are summarized below: | |||||||||||||
2014 | 2013 | ||||||||||||
Cash and cash equivalents | $ | 8,148 | $ | 49,252 | |||||||||
Accounts receivable, net of allowances | — | 222,943 | |||||||||||
Inventories | — | 1,893 | |||||||||||
Other current assets | 334,293 | 244,541 | |||||||||||
Total current assets | 342,441 | 518,629 | |||||||||||
Fixed assets, net | 165,285 | 426,228 | |||||||||||
Other assets | — | 150,000 | |||||||||||
Total non-current assets | 165,285 | 576,228 | |||||||||||
Total assets | $ | 507,726 | $ | 1,094,857 | |||||||||
Payables and accrued liabilities | $ | 839,791 | $ | 1,557,771 | |||||||||
Short-term debt | — | 3,994,932 | |||||||||||
Current portion of long-term debt | — | 67,994 | |||||||||||
Total current liabilities | 839,791 | 5,620,697 | |||||||||||
Long-term debt, net of current portion | — | 9,969 | |||||||||||
Total liabilities | $ | 839,791 | $ | 5,630,666 | |||||||||
The Company’s borrowings and capital lease obligations included in discontinued operations as of December 31, 2014 and 2013 are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Short-term debt | |||||||||||||
Arvest Bank | $ | — | $ | 3,994,932 | |||||||||
Long-term Debt | |||||||||||||
Sleep center notes payable | — | 28,723 | |||||||||||
Equipment capital leases | — | 49,389 | |||||||||||
Total | — | 78,112 | |||||||||||
Less: Current portion of long term debt | — | (68,143 | ) | ||||||||||
Long term debt | $ | — | $ | 9,969 | |||||||||
Equity_Investments_in_Affiliat
Equity Investments in Affiliates | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | |||||||||||
Equity Investments in Affiliates | Note 6 – Equity Investments in Affiliates | ||||||||||
The Company invests in non-majority interests in its Affiliates. The Company’s equity investments and respective ownership interest as of December 31, 2014 and 2013 are as follows: | |||||||||||
Ownership % | |||||||||||
Affiliate | Location | 2014 | 2013 | ||||||||
Surgical Hospitals: | |||||||||||
Grayson County Physicians Property, LLC | Sherman, TX | 20 | % | 20 | % | ||||||
Houston Orthopedic Hospital, LLC | Houston, TX | 20 | % | 20 | % | ||||||
ASCs: | |||||||||||
Foundation Surgery Affiliate of Nacogdoches, LLP | Nacogdoches, TX | 13 | % | 13 | % | ||||||
Kirby Glenn Surgery Center | Houston, TX | 10 | % | 10 | % | ||||||
Park Ten Surgery Center | Houston, TX | 10 | % | 10 | % | ||||||
Foundation Surgery Affiliate of Middleburg Heights, LLC | Middleburg Heights, OH | 10 | % | 10 | % | ||||||
Foundation Surgery Affiliate of Huntingdon Valley, LP | Huntingdon Valley, PA | 20 | % | 20 | % | ||||||
New Jersey Surgery Center, LLC | Mercerville, NJ | 10 | % | 10 | % | ||||||
Foundation Surgery Affiliate of Northwest Oklahoma City, LLC | Oklahoma City, OK | 20 | % | 20 | % | ||||||
Metropolitan Medial Partners, LLC ("Chevy Chase") | Chevy Chase, MD | 0 | % | 18 | % | ||||||
Cumberland Valley Surgery Center, LLC | Hagerstown, MD | 32 | % | 32 | % | ||||||
Frederick Surgical Center, LLC | Frederick, MD | 20 | % | 20 | % | ||||||
The results of operations and financial position for the years ended and as of December 31, 2014 and 2013, respectively, of the Company’s equity investments in Affiliates are as follows: | |||||||||||
2014 | 2013 | ||||||||||
Net operating revenues | $ | 93,657,544 | $ | 186,777,871 | |||||||
Net income | $ | 22,016,318 | $ | 40,559,684 | |||||||
Current assets | $ | 20,145,429 | $ | 44,091,846 | |||||||
Noncurrent assets | 40,297,744 | 44,668,968 | |||||||||
Total assets | $ | 60,443,173 | $ | 88,760,814 | |||||||
Current liabilities | $ | 13,343,319 | $ | 31,891,679 | |||||||
Noncurrent liabilities | 21,489,753 | 29,015,316 | |||||||||
Total liabilities | $ | 34,833,073 | $ | 60,906,995 | |||||||
Members' equity | $ | 25,610,100 | $ | 27,853,819 | |||||||
The Master Agreement covering the Company’s ownership in Chevy Chase included a redemption feature that allowed the majority owner of Chevy Chase to purchase the Company’s 18% interest in Chevy Chase for $178,000. In January 2014, the Company received notice from the majority owner that they intend to exercise their right to purchase the Company’s interest in October 2014 which is the term date of the Company’s management agreement. Based on these facts, management concluded that the Company no longer has significant influence over Chevy Chase and, effective December 31, 2013, began accounting for Chevy Chase using the cost method of accounting versus the equity method previously used. In addition, the Company performed an impairment analysis of the investment in Chevy Chase and determined that the projected cash distributions in 2014 from Chevy Chase would approximate the Company’s share in the earnings of Chevy Chase. As a result, the Company recorded an impairment charge of $1.6 million to write-down the recorded investment down to $178,000. The distributions that the Company received in 2014 were recorded as other revenue. In October of 2014, the majority owner did exercise the right to purchase the Company’s interest for $178,000. The amount received equaled our book value of the investment and did not result in a gain or loss on the transaction. | |||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment | Note 7 – Property and Equipment | ||||||||
Following are the components of property and equipment included in the accompanying consolidated balance sheets as of December 31, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Equipment | $ | 22,813,790 | $ | 21,799,376 | |||||
Equipment under capital lease | 7,874,259 | 4,477,231 | |||||||
Leasehold improvements | 2,703,013 | 2,231,315 | |||||||
Land | 2,065,000 | 2,065,000 | |||||||
35,456,062 | 30,572,922 | ||||||||
Accumulated depreciation | (21,990,872 | ) | (18,498,936 | ) | |||||
$ | 13,465,190 | $ | 12,073,986 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $5,550,161 and $3,228,009 respectively. | |||||||||
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||
Goodwill and Other Intangibles | Note 8 – Goodwill and Other Intangibles | ||||||||||||||||||
Changes in the carrying amount of goodwill during the years ended December 31, 2014 and 2013 were as follows: | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Balance, beginning of year | $ | 973,927 | $ | 1,154,528 | |||||||||||||||
Reverse acquisition | — | 21,864,781 | |||||||||||||||||
Impairment charge | — | (21,864,781 | ) | ||||||||||||||||
Finalization of valuation - Imaging Centers | — | (180,601 | ) | ||||||||||||||||
Balance, end of year | $ | 973,927 | $ | 973,927 | |||||||||||||||
Goodwill and intangible assets with indefinite lives must be tested for impairment at least once a year. Carrying values are compared with fair values, and when the carrying value exceeds the fair value, the carrying value of the impaired asset is reduced to its fair value. The Company tests goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. | |||||||||||||||||||
The goodwill associated with the reverse acquisition was $21,864,781. Based on the sleep study trends and forecasted cash flows for the Company’s sleep operations that will continue to be operated, management determined that an impairment indicator existed at the time of the reverse acquisition. The Company then determined the projected cash flows from the continuing operations of the legacy Graymark business were not sufficient to support the recorded goodwill. Based on assumptions similar to those that market participants would make in valuing the sleep diagnostic operations, the Company evaluated the fair value of the goodwill subsequent to the reverse acquisition and determined the acquired goodwill was fully-impaired. | |||||||||||||||||||
Changes in the carrying amount of intangible assets during the years ended December 31, 2014 and 2013 were as follows: | |||||||||||||||||||
Carrying | Accumulated | ||||||||||||||||||
Amount | Amortization | Net | |||||||||||||||||
1-Jan-13 | $ | 11,791,500 | $ | (1,520,642 | ) | $ | 10,270,858 | ||||||||||||
Business Acquisition | 2,733,000 | — | 2,733,000 | ||||||||||||||||
Amortization | — | (1,865,237 | ) | (1,865,237 | ) | ||||||||||||||
31-Dec-13 | 14,524,500 | (3,385,879 | ) | 11,138,621 | |||||||||||||||
Amortization | — | (2,058,226 | ) | (2,058,226 | ) | ||||||||||||||
31-Dec-14 | $ | 14,524,500 | $ | (5,444,105 | ) | $ | 9,080,395 | ||||||||||||
Intangible assets as of December 31, 2014 and 2013 include the following: | |||||||||||||||||||
2014 | |||||||||||||||||||
Useful | Carrying | Accumulated | 2013 | ||||||||||||||||
Life (Years) | Value | Amortization | Net | Net | |||||||||||||||
Management fee contracts | 8-Jun | $ | 3,498,500 | $ | (2,169,907 | ) | $ | 1,328,593 | $ | 1,763,463 | |||||||||
Non-compete | 5 | 2,027,000 | (849,667 | ) | 1,177,333 | 1,583,256 | |||||||||||||
Physician memberships | 7 | 6,468,000 | (2,002,000 | ) | 4,466,000 | 5,390,000 | |||||||||||||
Trade Name | 5 | 381,000 | (110,962 | ) | 270,038 | 347,218 | |||||||||||||
Service Contracts | 10 | 2,150,000 | (311,569 | ) | 1,838,431 | 2,054,684 | |||||||||||||
$ | 14,524,500 | $ | (5,444,105 | ) | $ | 9,080,395 | $ | 11,138,621 | |||||||||||
Amortization expense for the next five years related to these intangible assets is expected to be as follows: | |||||||||||||||||||
Year ended December 31, | |||||||||||||||||||
2015 | $ | 2,055,474 | |||||||||||||||||
2016 | 2,055,474 | ||||||||||||||||||
2017 | 1,994,629 | ||||||||||||||||||
2018 | 1,226,387 | ||||||||||||||||||
2019 | 985,000 | ||||||||||||||||||
Thereafter | 763,431 | ||||||||||||||||||
Borrowings_and_Capital_Lease_O
Borrowings and Capital Lease Obligations | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Borrowings and Capital Lease Obligations | Note 9 – Borrowings and Capital Lease Obligations | |||||||||||||
The Company’s short-term debt obligations as of December 31, 2014 and 2013 are as follows: | ||||||||||||||
Rate (1) | 2014 | 2013 | ||||||||||||
Note payable - Legacy | $ | — | $ | 2,814,027 | ||||||||||
Note payable - S&H leasing | — | 1,865,600 | ||||||||||||
Note payable - working capital | — | 800,000 | ||||||||||||
Insurance premium financings | 3.9 - 4.9% | 456,784 | 101,135 | |||||||||||
Note payable - Medicare cost report | — | 84,065 | ||||||||||||
Short-term debt | $ | 456,784 | $ | 5,664,827 | ||||||||||
(1) Effective rate as of December 31, 2014 | ||||||||||||||
The Company has various insurance premium financing notes payable that bear interest rates ranging from 3.9% to 4.9%. The insurance notes mature from January 2015 to October 2015 and the Company is required to make monthly principal and interest payments totaling $154,064. | ||||||||||||||
The Company’s long-term debt and capital lease obligations as of December 31, 2014 and 2013 are as follows: | ||||||||||||||
Rate (1) | Maturity | 2014 | 2013 | |||||||||||
Date | ||||||||||||||
Senior Lender: | ||||||||||||||
Note payable | 4.40% | Jul. 2021 | $ | 25,750,000 | $ | — | ||||||||
Other Lenders: | ||||||||||||||
Line of credit | — | 896,000 | ||||||||||||
Notes payable - working capital | — | 3,715,088 | ||||||||||||
Note payable - equity investments | — | 3,270,427 | ||||||||||||
Note payable - management agreements | — | 640,466 | ||||||||||||
Note payable - assumption | — | 146,857 | ||||||||||||
Note payable - preferred interest redemption | — | 5,100,000 | ||||||||||||
Note payable - settlements | — | 1,189,725 | ||||||||||||
Note payable - THE | — | 311,149 | ||||||||||||
Notes payable - physician partners | — | 103,604 | ||||||||||||
Notes payable - acquisition | — | 99,610 | ||||||||||||
Capital Lease Obligations | 5.5 - 10.7% | Feb. 2015 - | 4,010,767 | 2,477,985 | ||||||||||
Dec. 2020 | ||||||||||||||
Total | 29,760,767 | 17,950,911 | ||||||||||||
Less: Current portion of long-term debt | (5,023,048 | ) | (7,919,179 | ) | ||||||||||
Long-term debt | $ | 24,737,719 | $ | 10,031,732 | ||||||||||
(1) Effective rate as of December 31, 2014 | ||||||||||||||
SNB Credit Facility | ||||||||||||||
Effective June 30, 2014, we entered into a Loan Agreement with Bank SNB, National Association, and Texas Capital Bank, together referred to as Lenders and collectively the agreement is referred to as the SNB Credit Facility. The SNB Credit Facility was used to consolidate substantially all of our and our subsidiaries’ debt in the principal amount of $27.5 million, which we refer to as the Term Loan, and provides for an additional revolving loan in the amount of $2.5 million, which we refer to as the Revolving Loan. As of June 30, 2014 we have not drawn funds from the Revolving Loan. We have also entered into a number of ancillary agreements in connection with the SNB Credit Facility, including deposit account control agreements, subsidiary guarantees, security agreements and promissory notes. | ||||||||||||||
Maturity Dates. The Term Loan matures on June 30, 2021 and the Revolving Loan matures on June 30, 2016. | ||||||||||||||
Interest Rates. The interest rate for the Term Loan and Revolving Loan is 30-day LIBOR plus the Applicable Margins based on our Senior Debt Ratio, as defined. | ||||||||||||||
The Applicable Margins are as follows: | ||||||||||||||
Applicable Margin | ||||||||||||||
Senior Debt Ratio | Revolving Loan | Term Loan | ||||||||||||
≥ 2.5x | 3.75% | 4.25% | ||||||||||||
< 2.5x, but ≥ 2.0x | 3.25% | 3.75% | ||||||||||||
< 2.0 x | 2.75% | 3.25% | ||||||||||||
The Applicable Margins are established at 3.75% for the Revolving Loan and 4.25% for the Term Loan through December 31, 2014. Subsequent to December 31, 2014, the Applicable Margins will be adjusted on a quarterly basis based on our senior debt ratio. The Senior Debt Ratio is calculated by dividing all of our indebtedness, including capital leases, which is secured by a lien or security interest in any of our assets by our EBITDA for the preceding four fiscal quarters. EBITDA is defined in the SNB Credit Facility as our net income calculated before interest expense, provision for income taxes, depreciation and amortization expenses, stock compensation, gains arising from the write-up of assets, extraordinary gains and any one-time expenses approved by Bank SNB. | ||||||||||||||
Interest and Principal Payments. We are required to make quarterly payments of principal and interest on the Term Loan. The first four quarterly payments on the Term Loan will be $875,000 plus all accrued and unpaid interest. Each subsequent quarterly payment will be $1,000,000 plus all accrued and unpaid interest. We are required to make quarterly payments on the Revolving Loan equal to the accrued and unpaid interest. All unpaid principal and interest on the Term Loan and Revolving Loan must be paid on the respective maturity dates of June 30, 2021 and June 30, 2016. | ||||||||||||||
Permitted Acquisitions. We must obtain the Lenders approval for any acquisition, merger or consolidation in which the consideration paid for the acquisition, merger or consolidation is in excess of $1 million or for any acquisition, merger or consolidation in which the target entity’s operating income for the preceding 12 month period is less than zero. | ||||||||||||||
Mandatory Prepayments. If we sell any assets in excess of $100,000 or collectively sell any assets in a 12 month period in excess of $100,000, we must make a prepayment equal to the net proceeds of the asset sale(s). If we receive proceeds from a debt or equity offering that is not used for a permitted acquisition over a 12 month period following the offering or for repayment of our preferred noncontrolling interests, we must make a prepayment equal to the net proceeds of the debt or equity offering. Subsequent to the completion of our annual audited financial statements, we must make a prepayment equal to 30% of our Excess Cash Flow which is defined as the amount of EBITDA (as defined in the SNB Credit Facility) for the fiscal year that exceeds the sum of debt service payments plus capital expenditures plus cash payments for federal, state and local income taxes, plus distributions made by our Equity Owned Hospitals to persons other than us. Our expected mandatory prepayment related to Excess Cash Flow in 2014 is $533,884 | ||||||||||||||
Voluntary Prepayments. We may prepay amounts under the Term Loan at any time provided that we are required to pay a prepayment penalty of 2% of the amount prepaid if payment is made prior to the first anniversary, 1.5% if the prepayment is made after the first anniversary but prior to the second anniversary and 1% if the prepayment is made after the second anniversary but prior to the maturity date. We may prepay amounts under the Revolving Loan at any time without penalty. | ||||||||||||||
Guaranties. Each of our direct or indirect wholly-owned subsidiaries jointly and severally and unconditionally guaranty payment of our obligations owed to Lenders. | ||||||||||||||
Financial Covenants: | ||||||||||||||
Senior Debt Ratio. We must maintain a Senior Debt Ratio not in excess of 3.00 to 1.00 as of the end of each fiscal quarter beginning with the quarter ending September 30, 2014. As of December 30, 2014, our Senior Debt Ratio was 1.76. | ||||||||||||||
Senior Debt Service Coverage Ratio. We must maintain a Senior Debt Service Coverage Ratio of not less than 1.30 to 1.00 as of the end of each fiscal quarter beginning with the quarter ending September 30, 2014. The Senior Debt Service Coverage ratio is the ratio of EBITDA (as defined in the SNB Credit Facility) for the preceding four fiscal quarters minus cash payments for federal, state and local taxes, minus capital expenditures to our debt service payments for the same period. As of December 31, 2014, our Senior Debt Service Coverage Ratio was 2.07. | ||||||||||||||
Adjusted Senior Debt Service Coverage Ratio. We must maintain an Adjusted Senior Debt Service Coverage Ratio of not less than 1.05 to 1.00 as of the end of each fiscal quarter beginning with the quarter ending September 30, 2014. The Adjusted Senior Debt Service Coverage Ratio is the ratio of EBITDA (as defined in the SNB Credit Facility) for the preceding four fiscal quarters minus cash payments for federal, state and local taxes, minus capital expenditures, plus distributions made to our preferred noncontrolling interest holders, plus distributions made by our Equity Owned Hospitals to persons other than us to our debt service payments for the same period. As of December 31, 2014, our Adjusted Senior Debt Service Ratio was 1.41. | ||||||||||||||
Annualized EBITDA. Until June 30, 2015 and for purposes of calculating compliance with the financial covenants in SNB Credit Facility, EBITDA shall be determined by annualizing EBITDA for the fiscal quarter ending on December 31, 2014 and each quarter that has elapsed thereafter. | ||||||||||||||
As of December 31, 2014, the Company is in compliance with all of the SNB Credit Facility financial covenants. | ||||||||||||||
Restrictions on Indebtedness. We and our Equity Owned Hospitals are not allowed to create any indebtedness other than indebtedness for the purchase of fixed assets not exceeding $500,000 in any fiscal year, trade payables incurred in the ordinary course of business and not past due, contingent obligations and unsecured indebtedness not exceeding $100,000 in the aggregate at any time outstanding. | ||||||||||||||
Use of Proceeds. All proceeds of the Term Loan were used solely for the refinancing of existing indebtedness. The proceeds of the Revolving Loan will be used for working capital. | ||||||||||||||
Collateral. Payment and performance of our obligations under the SNB Credit Facility are secured in general by all of our assets. | ||||||||||||||
Defaults and Remedies. In addition to the general defaults of failure to perform our obligations under the Loan Agreement, events of default also include the occurrence of a change in control, as defined, and the loss of our Medicare or Medicaid certification, collateral casualties, entry of a judgment of $150,000 or more, failure of first liens on collateral and the termination of any of our management agreements that represent more than 10% of our management fees for the preceding 18 month period. In the event of a monetary default, all of our obligations due under the SNB Credit Facility shall become immediately due and payable. In the event of a non-monetary default, we have 10 days or in some cases three days to cure before bankSNB has the right to declare our obligations due under the SNB Credit Facility immediately due and payable. | ||||||||||||||
At December 31, 2014, future maturities of long-term debt were as follows: | ||||||||||||||
Year ended December 31: | ||||||||||||||
2015 | $ | 5,023,048 | ||||||||||||
2016 | 4,781,929 | |||||||||||||
2017 | 4,613,541 | |||||||||||||
2018 | 4,604,681 | |||||||||||||
2019 | 4,625,161 | |||||||||||||
Thereafter | 6,112,407 | |||||||||||||
Preferred_Noncontrolling_Inter
Preferred Noncontrolling Interests | 12 Months Ended | |
Dec. 31, 2014 | ||
Noncontrolling Interest [Abstract] | ||
Preferred Noncontrolling Interests | Note 10 –Preferred Noncontrolling Interests | |
On March 13, 2013, the Company’s wholly-owned subsidiary, Foundation Health Enterprises, LLC (“FHE”) initiated a private placement offering for up to $15,960,000. The offering was comprised of 152 units (“FHE Unit” or “preferred noncontrolling interest”). Each FHE Unit was offered at $105,000 and entitled the purchaser to one (1) Class B membership interest in FHE, valued at $100,000, and 1,000 shares of the Company’s common stock, valued at $5,000. During July 2013 to October 2013, FHE and the Company completed the sale of 87 FHE Units for total consideration of $9,135,000 which was comprised of $8,700,000 attributable to the preferred noncontrolling interest and $435,000 attributable to the 87,000 shares of the Company’s common stock. | ||
The FHE Units provide for a cumulative preferred annual return of 9% on the amount allocated to the Class B membership interests. The FHE Units will be redeemed by FHE in four annual installments beginning in July 2014. The FHE Unit holders agreed to defer the first installment until March 2015. The first three installments shall be in the amount of $10,000 per FHE Unit and the fourth installment will be in the amount of the unreturned capital contribution and any undistributed preferred distributions. The FHE Units are convertible at the election of the holder at any time prior to the complete redemption into restricted common shares of the Company at a conversion price of $20.00 per share. Since the FHE Units have a redemption feature and a conversion feature which the Company determined to be substantive, the preferred noncontrolling interests has been recorded at the mezzanine level in the accompanying consolidated balance sheets and the corresponding dividends are recorded as a reduction of accumulated deficit. | ||
As of December 31, 2012, the Company had an outstanding preferred membership interest of $11,072,465. The preferred member interest was owned by Tyche Health Enterprises, LLC (“Tyche”) and provided for annual cash dividends at a rate of 11.5%. On March 31, 2013, the Company entered into an Asset Purchase Agreement (the “Tyche Agreement”) with Tyche which was subsequently amended on March 31, 2013 and amended and closed on July 22, 2013. Under the Tyche Agreement, the Company purchased from Tyche (i) all of Tyche’s right, title and interest in the Membership Interest Purchase Agreement; (ii) all of Tyche’s right, title and interest in the preferred and common membership interest in FSH and the right to various equity interests in the affiliates of FSH; (iii) all of Tyche’s right, title and interest in the preferred and common membership interest in FSHA and the right to various equity interest in the affiliates of FSHA; and (iv) all of Tyche’s right, title and interest in any preferred or non-preferred ownership interest in any Foundation entities that have been acquired as a result of the Membership Interest Purchase Agreement. | ||
Under the Tyche Agreement, the Company paid $11,102,372 to Tyche and Tyche related entities and TSH issued promissory notes totaling $2,339,905 to Tyche and Tyche related entities for total consideration of $13,442,277. As further consideration for the Tyche Agreement, the Company issued Tyche and certain Tyche related entities warrants for the purchase of Company’s common stock. The warrants issued included: | ||
1 | Five year warrants for the purchase of a total of 193,750 shares of the Company’s common stock at a strike price of $10.00 per share; | |
2 | Seven and one-half year warrants for the purchase of a total of 351,620 shares of the Company’s common stock at a strike price of $13.50 per share; and | |
3 | Ten year warrants for the purchase of a total of 229,630 shares of the Company’s common stock at a strike price of $16.00 per share. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Note 11 – Commitments and Contingencies | |||
Legal Issues – The Company is exposed to asserted and unasserted legal claims encountered in the normal course of business, including claims for damages for personal injuries, medical malpractice, breach of contracts, wrongful restriction of or interference with physicians’ staff privileges and employment related claims. In certain of these actions, plaintiffs request payment for damages, including punitive damages that may not be covered by insurance. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the operating results or the financial position of the Company. During the years ended December 31, 2014 and 2013, the Company did not incur any settlement expenses related to its ongoing asserted and unasserted legal claims. | ||||
Operating Leases – The Company leases all of the real property used in its business for office space, surgical hospital facilities and certain medical equipment under operating lease agreements. Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the lease term (“Deferred Rent”). As of December 31, 2014 and 2013, the Company had Deferred Rent of $3,930,325 and $6,648,369, respectively, which is included in other liabilities in the accompanying consolidated balance sheets. In addition to minimum lease payments, certain leases require reimbursement for common area maintenance and insurance, which are expensed when incurred. | ||||
The Company’s rental expense, net of sublease income, for operating leases in 2014 and 2013 was $9,933,563 and $7,112,362, respectively. | ||||
Following is a summary of the future minimum lease payments under operating leases as of December 31, 2014: | ||||
2015 | $ | 11,675,379 | ||
2016 | 11,760,275 | |||
2017 | 11,826,286 | |||
2018 | 11,737,775 | |||
2019 | 11,431,044 | |||
Thereafter | 84,661,254 | |||
Less: Sublease income | (3,457,542 | ) | ||
Total | $ | 139,634,471 | ||
At December 31, 2014 and 2013, the Company had current and long-term deferred lease incentives of $9,555,581 and $5,563,984, respectively. The lease incentives are included in current other liabilities and other liabilities the accompanying consolidated balance sheets and are amortized on a straight line basis over the life of the lease as a reduction in rent expense. | ||||
Self-insurance – Effective January 1, 2014, the Company began using a combination of insurance and self-insurance for employee-related healthcare benefits. The self-insurance liability is determined actuarially, based on the actual claims filed and an estimate of incurred but not reported claims. Self-insurance reserves as of December 31, 2014 were $560,851 and are included in accrued liabilities in the accompanying consolidated balance sheets. | ||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 12 – Income Taxes | ||||||||
Prior to July 22, 2013, FSA’s and FSHA’s member had elected to have FSA’s and FSHA’s income taxed as an S Corporation under provisions of the Internal Revenue Code and a similar section of the state income tax law. Therefore, taxable income or loss is reported to the individual member for inclusion in its tax returns and no provision for income taxes is included in the Company’s consolidated financial statements for periods prior to July 22, 2013. The pro forma income information provides an adjustment for income tax expense as if FSA and FSHA had been a C Corporation prior to July 22, 2013 at an assumed combined federal and state effective tax rate of 38%, which approximates the calculated statutory tax rates for the periods. | |||||||||
The income tax provision for the years ended December 31, 2014 and 2013 consists of: | |||||||||
2014 | 2013 | ||||||||
Current (provision) benefit | $ | (302,464 | ) | $ | (4,078,826 | ) | |||
Deferred benefit | 1,619,321 | 378,781 | |||||||
Increase in valuation allowance | (465,069 | ) | (77,068 | ) | |||||
Total (provision) benefit | $ | 851,788 | $ | (3,777,113 | ) | ||||
Tax benefit, discontinued operations | $ | 219,083 | $ | 514,371 | |||||
Deferred income tax assets and liabilities as of December 31, 2014 and 2013 are comprised of: | |||||||||
2014 | 2013 | ||||||||
Deferred income tax assets: | |||||||||
Accounts receivable | $ | 4,512 | $ | 135,983 | |||||
Accounts payable | 712,683 | 1,131,070 | |||||||
Accrued liabilities | 260,655 | 338,901 | |||||||
Deferred rent and lease incentives | 3,856,114 | 2,353,514 | |||||||
Stock compensation | — | 202,453 | |||||||
Other assets | 54,836 | 54,836 | |||||||
Total deferred tax assets | 4,888,800 | 4,216,757 | |||||||
Valuation allowance | (779,358 | ) | (314,289 | ) | |||||
Net deferred tax assets | 4,109,442 | 3,902,468 | |||||||
Deferred income tax liabilities: | |||||||||
Fixed assets | (1,267,740 | ) | (1,158,897 | ) | |||||
Intangible assets | (1,103,847 | ) | (1,725,099 | ) | |||||
Equity investments in affiliates | (861,869 | ) | (1,330,295 | ) | |||||
Prepaid and other current assets | (207,976 | ) | (174,419 | ) | |||||
Total deferred tax liabilities | (3,441,432 | ) | (4,388,710 | ) | |||||
Net deferred tax asset (liability) | $ | 668,010 | $ | (486,242 | ) | ||||
The balance sheet classification of deferred income tax assets (liabilities) at December 31, 2014 and 2013 follows: | |||||||||
2014 | 2013 | ||||||||
Current | $ | 775,248 | $ | 2,118,637 | |||||
Long-term | (107,238 | ) | (2,604,879 | ) | |||||
Total | $ | 668,010 | $ | (486,242 | ) | ||||
The change in the Company’s valuation allowance on deferred tax assets during the years ended December 31, 2014 and 2013 follows: | |||||||||
2014 | 2013 | ||||||||
Beginning valuation allowance | $ | 314,289 | $ | — | |||||
Reverse acquisition | — | 237,221 | |||||||
Change in valuation allowance | 465,069 | 77,068 | |||||||
Ending valuation allowance | $ | 779,358 | $ | 314,289 | |||||
The Company’s effective income tax rate for continuing operations differs from the U.S. Federal statutory rate as follows: | |||||||||
2014 | 2013 | ||||||||
Federal statutory rate | 34 | % | 34 | % | |||||
State | 4 | % | 4 | % | |||||
Adjustment to prior year accrual | -23 | % | — | ||||||
Permanent and other adjustments | -10 | % | — | ||||||
Changes in valuation allowances | 23 | % | -1 | % | |||||
Noncontrolling | -72 | % | 16 | % | |||||
Impairment of goodwill | — | -79 | % | ||||||
Impairment of investment | — | -6 | % | ||||||
Other | 2 | % | -4 | % | |||||
Effective income tax rate | -42 | % | -36 | % | |||||
The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2008, 2009 and 2011 and later tax returns are still subject to examination. | |||||||||
At the time of the Foundation reverse acquisition, Graymark had federal and state net operating loss carryforwards in excess of $30 million. Due to the change of control resulting from the Foundation reverse acquisition, the Company will not be able to utilize the loss carryforwards. |
Capital_Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Capital Structure | Note 13 – Capital Structure |
At the Company’s annual meeting of stockholders held on May 12, 2014, the Company’s stockholders approved an amendment to our amended and restated certificate of incorporation to effect a reverse split of our common stock at a ratio between 1-for-3 to1-for-10 shares. The Company’s stockholders further authorized the board of directors to determine the ratio at which the reverse split would be effected by filing an appropriate amendment to our amended and restated certificate of incorporation. The Company’s board of directors authorized the ratio of the reverse split and corresponding reduction in authorized shares on December 29, 2014 and effective at the close of business on January 8, 2015, the Company amended its amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our common stock, or the Reverse Split. The board of directors considered a ratio that would allow us to have a number of outstanding shares to have a sufficient trading volume while considering a stock price that would be consistent with our intension to eventually uplist of our common stock from the OTC Markets QB Tier to a listing on the NYSE MKT exchange, though there can be no assurance that we will ultimately pursue or be successful in seeking to uplist the Company’s common stock on such exchange. The Board of Directors determined that a ratio of 1-for-10 was the best balance of these and other factors. The effect of the reverse split reduced the Company’s outstanding common stock shares from 172,638,414 to 17,263,842 shares as of the date of the reverse split. The accompanying consolidated financial statements give effect to the reverse split as of the first date reported. | |
During 2013 in conjunction with the FHE private placement offering, the Company issued 87,000 shares of common stock valued at $435,000 ($5.00 per share). See Note 10 – Preferred Noncontrolling Interests for additional information. | |
During 2013, the Company issued 24,700 shares of common stock as payments for liabilities owed to certain professional service providers. The shares were valued at $108,537 which represented the fair value of the services provided. |
Stock_Options_Grants_and_Warra
Stock Options, Grants and Warrants | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||
Stock Options, Grants and Warrants | Note 14 – Stock Options, Grants and Warrants | |||||||||||||
As part of the Foundation Acquisition, the Company has adopted the 2008 Long-Term Incentive Plan (the “Incentive Plan”). The Incentive Plan consists of three separate stock incentive plans, a Non-Executive Officer Participant Plan, an Executive Officer Participant Plan and a Non-Employee Director Participant Plan. Except for administration and the category of employees eligible to receive incentive awards, the terms of the Non-Executive Officer Participant Plan and the Executive Officer Participant Plan are identical. The Non-Employee Director Plan has other variations in terms and only permits the grant of nonqualified stock options and restricted stock awards. Each incentive award will be pursuant to a written award agreement. The number of shares of common stock authorized and reserved under the Incentive Plan is 2,000,000. | ||||||||||||||
The fair value of each option and warrant grant is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Given the Company’s limited trading history and lack of employee option exercise history, the Company has included the assumptions and variables of similar companies in the determination of the actual variables used in the option pricing model. The Company bases the risk-free interest rate used in the option pricing model on U.S. Treasury zero-coupon issues. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore an expected dividend yield of zero is used in the option pricing model. | ||||||||||||||
The assumptions used to value the option and warrant grants are as follows: | ||||||||||||||
2014 | 2013 | |||||||||||||
Expected life (in years) | 2.5 | 2.5 – 5.0 | ||||||||||||
Volatility | 58 | % | 73 – 76 | % | ||||||||||
Risk free interest rate | 0.35 | % | 0.46 – 1.32 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Information with respect to stock options and warrants outstanding follows: | ||||||||||||||
Average | ||||||||||||||
Exercise | ||||||||||||||
Shares | Price | |||||||||||||
Outstanding at January 1, 2013 | — | $ | — | |||||||||||
Reverse acquisition – warrants | 857,242 | 15.4 | ||||||||||||
Reverse acquisition – options | 56,250 | 13.3 | ||||||||||||
Granted – warrants | 866,364 | 13.26 | ||||||||||||
Granted – options | 60,000 | 4.3 | ||||||||||||
Forfeited – options | (3,750 | ) | 40 | |||||||||||
Outstanding at December 31, 2013 | 1,836,106 | 12.91 | ||||||||||||
Granted – warrants | 1,500 | 5 | ||||||||||||
Forfeited – options | (2,000 | ) | 12.5 | |||||||||||
Forfeited – warrants | (229,650 | ) | 15.82 | |||||||||||
Outstanding at December 31, 2014 | 1,605,956 | 12.5 | ||||||||||||
Options and Warrants | ||||||||||||||
Options and Warrants Outstanding | Exercisable | |||||||||||||
Shares | Average | Average | Shares | Average | ||||||||||
Outstanding | Remaining | Exercise | Outstanding | Exercise | ||||||||||
at 12/31/14 | Life (Years) | Price | At 12/31/14 | Price | ||||||||||
Less than $5.00 | 102,000 | 4.6 | $ | 4.59 | 82,000 | $ | 4.66 | |||||||
$5.01 to $10.00 | 193,750 | 3.6 | 10 | 193,750 | 10 | |||||||||
Greater than $10.00 | 1,310,206 | 3.9 | 13.48 | 1,310,046 | 13.48 | |||||||||
Total | 1,605,956 | 1,585,796 | ||||||||||||
The fair value of the 60,000 options issued in 2013 was estimated to be $120,000. The value of the options is recorded as compensation expense over the requisite service period which equals the vesting period of the options. Compensation expense related to stock options was approximately $48,000 and $145,000 during 2014 and 2013, respectively. | ||||||||||||||
Included in the warrants obtained as part of the reverse acquisition were warrants that were issued under a warrant agreement that contains an anti-dilution provision that requires the exercise price and number of shares exercisable under the warrants to be adjusted in certain instances including when the Company issues an equity security at a price less than $15.00. During 2013, the Company granted 91,365 additional warrants under this provision and adjusted the exercise price from $14.00 to $12.40. The total amount of money the Company would receive under the exercise of the warrants did not change. | ||||||||||||||
In conjunction with the Tyche Agreement, the Company issued Tyche and certain Tyche related entities warrants for the purchase of Company’s common stock (the “Tyche Warrants”). The Tyche Warrants included: | ||||||||||||||
1 | Five year warrants for the purchase of a total of 193,750 shares of the Company’s common stock at a strike price of $10.00 per share; | |||||||||||||
2 | Seven and one-half year warrants for the purchase of a total of 351,620 shares of the Company’s common stock at a strike price of $13.50 per share; and | |||||||||||||
3 | Ten year warrants for the purchase of a total of 229,630 shares of the Company’s common stock at a strike price of $16.00 per share. | |||||||||||||
The fair value of the Tyche Warrants was estimated to be $936,000. See Note 11 – Preferred Noncontrolling Interests for additional information on the Tyche Agreement. | ||||||||||||||
The options and warrants outstanding and options and warrants exercisable as of December 31, 2014 had no intrinsic value. The intrinsic value is calculated as the difference between the market value and exercise price of the shares. | ||||||||||||||
Information with respect to the Company’s restricted stock awards follows: | ||||||||||||||
Weighted | ||||||||||||||
Average | ||||||||||||||
Grant Date | ||||||||||||||
Unvested Restricted Stock Awards | Shares | Fair Value | ||||||||||||
Unvested at January 1, 2013 | — | $ | — | |||||||||||
Reverse acquisition | 4,375 | 11.11 | ||||||||||||
Granted | 23,000 | 4.9 | ||||||||||||
Vested | (1,375 | ) | 28.8 | |||||||||||
Forfeited | — | — | ||||||||||||
Unvested at December 31, 2013 | 26,000 | 4.7 | ||||||||||||
Granted | 971,755 | 3.62 | ||||||||||||
Vested | (212,415 | ) | 3.71 | |||||||||||
Forfeited | (3,000 | ) | 4.9 | |||||||||||
Unvested at December 31, 2014 | 782,340 | $ | 3.62 | |||||||||||
During 2014 and 2013, the Company issued 971,755 and 230,000, respectively, restricted stock grant awards to certain key employees. The fair value of the restricted stock grant awards was approximately $3,518,000 and $113,000, respectively, and was calculated by multiplying the number of restricted shares issued times the closing share price on the date of issuance. The value of the stock grants is recorded as compensation over the requisite service period which equals vesting period of the stock award. During 2014 and 2013, the Company recorded compensation expense related to stock grant awards of approximately $1,337,000 and $130,000, respectively. As of December 31, 2014 and 2013, the Company had unrecognized compensation expense associated with the stock grants, options and warrants of approximately $2,290,000 and $165,000, respectively. |
Gains_and_Other_Item
Gains and Other Item | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Other Income And Expenses [Abstract] | |||||
Gains and Other Item | Note 15 – Gains and Other Item | ||||
Gain on forgiveness of debt and gain on sale-leaseback of real estate – On August 30, 2013, the Company, entered into an Agreement of Sale and Purchase (“Purchase Sale Agreement” or “PSA”) with HCRI Texas Properties, Ltd. (“Seller”) and HC REIT and an Agreement in Connection with Assignment and Assumption of PSA (“Assignment Agreement”) with DOC-FSH El Paso Medical Center, LLC (“DOC”) resulting in a gain of $11.1 million (collectively referred to as the “El Paso Real Estate Transaction”) as summarized below: | |||||
Gain on forgiveness of debt | $ | 7,108,562 | |||
Gain on sale-leaseback of real estate | 3,961,277 | ||||
Total gain on El Paso Real Estate Transaction | $ | 11,069,839 | |||
Pursuant to the PSA, the Company agreed to acquire from Seller the real property occupied and certain personal property used by the Company’s subsidiary East El Paso Physicians’ Medical Center, LLC (“EEPPMC”) under a master lease agreement (“Master Lease”) between EEPPMC, Seller and HCN. | |||||
The real property and other consideration covered by the Purchase Sale Agreement includes the hospital (“Hospital”) and medical office building (“MOB”) occupied by EEPPMC, an adjoining parcel of vacant land (“Excess Land”), the HC REIT Note 2, and certain personal property, including medical equipment, owned by Seller and attached to or located in and used in the operation of the Hospital and MOB (“Personal Property”). The purchase price under the Purchase Agreement was $39,066,428. | |||||
Simultaneous with the execution of the Purchase Sale Agreement, the Company executed the Assignment Agreement with DOC whereby FSHA assigned and DOC assumed all of FSHA’s right, title, interest and obligations in, to and under the Purchase Sale Agreement, except for the Excess Land, HC REIT Note 2 and Personal Property. The consideration under the Assignment Agreement with DOC was $40,000,000 and was composed of the following: | |||||
1 | $39,066,428 which was paid directly to Seller; | ||||
2 | $400,000 which was retained by DOC as a security deposit for the performance of EEPPMC’s payment obligations under the Master Lease; | ||||
3 | $463,678 which was paid to the Company; and | ||||
4 | $69,894 which was paid on behalf of the Company to cover certain legal and closing expenses. | ||||
The estimated excess value of the assets obtained compared to the consideration paid as a result of the PSA and Assignment agreement was $4,027,562. The Company is in the process of conducting formal valuations of the Excess Land and Personal Property acquired in the transaction and will adjust the gain accordingly based on the results of those evaluations. | |||||
In conjunction with the execution of the PSA and Assignment Agreement, HC REIT agreed to forgive certain liabilities totaling $7,108,562 due to HC REIT from EEPPMC composed of the following: | |||||
1 | $714,824 in capital equipment leases net of the write off of the related capital lease assets; | ||||
2 | $467,132 in a note (HC REIT Note 1) and related accrued and unpaid interest (HC REIT Note 1 and HC REIT Note 2); | ||||
3 | $2,767,905 in unpaid, past due rent on the hospital and MOB; | ||||
4 | $3,158,701 in other accrued liabilities related to the hospital and MOB facilities. | ||||
Other Item – On September 30, 2013, the Company entered into an Agreement of Sale and Purchase (“OKC MOB Agreement”) with Foundation Medical Center of Oklahoma City, LLC (“FMC”) pursuant to which the Company agreed to acquire from Seller the real property occupied as the corporate headquarters of FSA and FSHA. | |||||
The real property covered by the OKC MOB Agreement includes an ambulatory surgery center facility owned and operated by a Foundation affiliate called Foundation Surgery Affiliate of Northwest Oklahoma City, LLC. The remainder of the building is medical office space occupied by a physician group, a sleep lab, a medical infusion company, and the Foundation corporate office. The building consists of approximately 52,000 square feet. The purchase price under the Purchase Agreement was $10,588,235. | |||||
Simultaneous with the execution of the OKC MOB Agreement, the Company entered into an Agreement in Connection with Assignment and Assumption of PSA (“OKC MOB Assignment Agreement”) with DOC-GREYMARK HQ OKC MOB, LLC (“OKC DOC”) whereby the Company assigned and OKC DOC assumed, all of the Company’s right, title, interest and obligations in, to and under the OKC MOB Agreement. The consideration under the OKC MOB Assignment Agreement with OKC DOC was $15,509,500 and was composed of the following: | |||||
1 | $10,588,235 which was paid directly to FMC; | ||||
2 | $4,885,328 which was paid to the Company; and | ||||
3 | $35,937 which was paid on behalf of the Company to cover certain legal and closing expenses. | ||||
Simultaneous with the sale to OKC DOC, the Company executed a 10 year master lease on the building for an annual rent of $1,248,000 with annual escalations of 2%. The current lease income on the underlying sub-leases is approximately $900,000 per year. The master lease is an operating lease. Given the disparity between the annual rent expense under the master lease and the rental income of the underlying sub-leases, the gain on the sale to OKC DOC was treated as a lease incentive and is being recorded on a straight-line basis as a reduction in the rent expense under the master lease. |
Real_Estate_Transaction
Real Estate Transaction | 12 Months Ended |
Dec. 31, 2014 | |
Real Estate [Abstract] | |
Real Estate Transaction | Note 16 – Real Estate Transaction |
On March 1, 2014, the Company executed a 15 year master lease on the building occupied by the Company’s hospital subsidiary in San Antonio, Texas for an annual rent of $2.3 million with annual escalations of 3%. The current lease income on the underlying sub-lease is approximately $2.1 million per year which includes the rent paid by FBH SA. The master lease is an operating lease. In conjunction with the master lease and certain other agreements with the landlord, the Company received $4.1 million at the time of the lease. Given the disparity between the annual rent expense under the master lease and the rental income of the underlying sub-lease, the cash received at the execution of the lease was deferred and will be recorded on a straight-line basis as a reduction in the rent expense under the master lease. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||
Fair Value Measurements | Note 17 – Fair Value Measurements | ||||||||||||||||||||
Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: | |||||||||||||||||||||
• | Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||||||
• | Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data. | ||||||||||||||||||||
• | Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. | ||||||||||||||||||||
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||||||
Recurring Fair Value Measurements: The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value. At December 31, 2014 and 2013, the fair value of the Company’s long-term debt approximated its fair value. The fair value of the Company’s debt was valued using significant unobservable inputs (Level 3) including discounted cash flow calculations based upon current market rates for similar types of borrowings with maturities consistent with those remaining for the debt being valued.. | |||||||||||||||||||||
Nonrecurring Fair Value Measurements: | |||||||||||||||||||||
Reverse Acquisition – During 2013, the Company completed the Foundation reverse acquisition; see Note 4 – Reverse Acquisition for additional information. The assets acquired and liabilities assumed in the reverse acquisition were recorded at their fair values on the date of acquisition. | |||||||||||||||||||||
El Paso Real Estate Transaction – On August 30, 2013, the Company, entered into an Agreement of Sale and Purchase (“Purchase Sale Agreement” or “PSA”) with HCRI Texas Properties, Ltd. (“Seller”) and HC REIT and an Agreement in Connection with Assignment and Assumption of PSA (“Assignment Agreement”) with DOC-FSH El Paso Medical Center, LLC (“DOC”) to acquire from Seller the real property occupied and certain personal property used by the Company’s subsidiary East El Paso Physicians’ Medical Center, LLC (“EEPPMC”); see Note 16 – Extraordinary Gain for additional information. The assets acquired as a result of the El Paso Real Estate Transaction were recorded at their fair market value on the date of the transaction. | |||||||||||||||||||||
Goodwill Impairment – On July 22, 2013, the Company determined that an impairment indicator existed related to the Company’s sleep diagnostic business. As a result, the Company tested goodwill associated with the sleep diagnostic business for impairment. The impairment test resulted in an impairment charge of $21.9 million. | |||||||||||||||||||||
For the reverse acquisition and goodwill impairment, the nonrecurring fair value measurements were developed using significant unobservable inputs (Level 3) using discounted cash flow calculations based upon the Company’s weighted average cost of capital and third-party valuation services. For the El Paso Real Estate Transaction, a portion of the fair value measurements were developed using significant other observable inputs (Level 2). The primary valuation technique used was an income methodology based on estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks of those cash flows. Assumptions used were similar to those that would be used by market participants performing valuations of these business units and were based on analysis of current and expected future economic conditions and the updated strategic plan for each business unit. | |||||||||||||||||||||
The Company did not have assets measured at fair value on a nonrecurring basis in 2014. The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2013 follows: | |||||||||||||||||||||
Total | Quoted | Significant Other Observable Inputs | Significant | Total Gains | |||||||||||||||||
Prices in | (Level 2) | Unobservable | (Losses) | ||||||||||||||||||
Active | Inputs | ||||||||||||||||||||
Markets for | (Level 3) | ||||||||||||||||||||
Identical | |||||||||||||||||||||
Assets | |||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
December 31, 2013: | |||||||||||||||||||||
Foundation reverse acquisition: | |||||||||||||||||||||
Assets | $ | 7,475,459 | $ | — | $ | — | $ | 7,475,459 | $ | (21,864,781 | ) | ||||||||||
Liabilities | (15,401,366 | ) | — | — | (15,401,366 | ) | — | ||||||||||||||
El Paso Real Estate Transaction | 3,024,550 | — | 2,573,633 | 450,917 | 3,958,122 | ||||||||||||||||
$ | (17,906,659 | ) | |||||||||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 – Related Party Transactions |
Effective June 1, 2014, the Company’s hospital subsidiary located in El Paso, Texas entered into a sublease agreement with The New Sleep Lab International, Ltd., referred to as New Sleep. New Sleep is controlled by Dr. Robert Moreno, one of our Directors. The sublease with New Sleep calls for monthly rent payments of $8,767 and the sublease expires on November 30, 2018. The space subleased from New Sleep will be sublet to physician partners and casual uses of our hospital and is located in a building that also houses one of our imaging facilities. During the year ended December 31, 2014, the Company incurred approximately $60,300 in lease expense under the terms of the lease. | |
As of December 31, 2014, the Company had $0.4 million on deposit at Valliance Bank. Valliance Bank is controlled by Mr. Roy T. Oliver, one of our greater than 5% shareholders and affiliates. In addition, the Company was obligated to Valliance Bank under certain notes payable totaling approximately $5.9 million at December 31, 2013. On June 30, 2014, the notes were paid in full from the proceeds of the SNB Credit facility. The interest rates on the notes ranged from 5% to 10%. Non-controlling interests in Valliance Bank are held by Mr. Stanton Nelson, the Company’s chief executive officer and Mr. Joseph Harroz, Jr., a director of the Company. Mr. Nelson and Mr. Harroz also serve as directors of Valliance Bank. | |
The Company has office space subject to a lease agreement with City Place, LLC (“City Place”). Under the lease agreement, the Company pays monthly rent of $17,970 until June 30, 2014; $0.00 from July 1, 2014 to January 31, 2015 and $17,970 from February 1, 2015 to March 31, 2017 plus additional payments for allocable basic expenses of City Place; the lease expires on March 31, 2017. Non-controlling interests in City Place are held by Roy T. Oliver, one of the Company’s greater than 5% shareholders and affiliates. During the year ended December 31, 2014, the Company incurred $145,945 in lease expense under the terms of the lease. During the period from July 22, 2013 to December 31, 2013, the Company incurred approximately $57,000 in lease expense under the terms of the lease. | |
On July 22, 2013, the Company issued Mr. Roy T. Oliver, one of our greater than 5% shareholders and affiliates, 1,797,030 shares of common stock for full satisfaction of debt owed to Mr. Oliver totaling $8,136,390. The Company previously used the proceeds from the debt to fund its payment obligations to Arvest bank. | |
In October 2013, the Company completed a private placement offering of $9,135,000 (see Note 10 – Preferred Noncontrolling Interests for additional information). The offering was comprised of 87 FHE Units. Each FHE Unit was offered at $105,000 and entitled the purchase to one (1) Class B membership interest in FHE, valued at $100,000 and 1,000 shares of the Company’s common stock, valued at $5,000. Mr. Stanton Nelson, the Company’s chief executive officer, purchased 5 FHE Units for $525,000. | |
Until September 30, 2013, FHA charged the Company rent for office space and an allocation for shared services, including payroll, legal and support services. The total rental expense allocation charged to the Company was $211,787 during 2013. | |
The Company has entered into agreements with certain of its Affiliate ASCs and hospitals to provide management services. As compensation for these services, the surgery centers and hospitals are charged management fees which are either fixed or are based on a percentage of the Affiliates cash collected or the Affiliates net revenue. The percentages range from 2.25% to 6.0%. | |
As of December 30, 2014 and December 31, 2013, the Company has obligations of $1.4 million that are owed to FHA and certain real estate subsidiaries and affiliates of FHA related to transactions that occurred prior to the Foundation acquisition in July 2013. The amounts owed to FHA and FHA affiliates are included in other liabilities on the accompanying consolidated balance sheets. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events |
Management evaluated all activity of the Company and concluded that no material subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements, except as noted below: | |
On January 1, 2015, Foundation Surgery Affiliate of North West Oklahoma City, L.L.C. (“FSAOKC”), in which the Company held a 20% equity interest, agreed to contribute essentially all of its assets other than cash and accounts receivable to Summit Medical Center, LLC (“Summit”) in exchange for a 40% ownership interest in Summit. Through this transaction the Company obtained an 8% interest in Summit which will be accounted for under the cost method of accounting. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Consolidation | Consolidation – The accompanying consolidated financial statements include the accounts of Foundation Healthcare, Inc. and its wholly owned, majority owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||
The Company accounts for its investments in Affiliates in which the Company exhibits significant influence, but not control, in accordance with the equity method of accounting. The Company does not consolidate its equity method investments, but rather measures them at their initial costs and then subsequently adjusts their carrying values through income for their respective shares of the earnings or losses during the period. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. | |||||||||||||
Use of estimates | Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||||||
Reclassifications | Reclassifications – Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation. Such reclassifications had no effect on net loss. | ||||||||||||
Pro forma income information | Pro forma income information – Prior to July 22, 2013, FSA’s and FSHA’s member had elected to have FSA’s and FSHA’s income taxed as an S Corporation under provisions of the Internal Revenue Code and a similar section of the state income tax law. Therefore, taxable income or loss is reported to the individual member for inclusion in its tax returns and no provision for income taxes is included in the Company’s consolidated financial statements for periods prior to July 22, 2013. The pro forma income information provides an adjustment for income tax expense as if FSA and FSHA had been a C Corporation prior to July 22, 2013 at an assumed combined federal and state effective tax rate of 38%, which approximates the calculated statutory tax rates for the periods. | ||||||||||||
Revenue recognition and accounts receivable | Revenue recognition and accounts receivable – The Company recognizes revenues in the period in which services are performed and charged. Accounts receivable primarily consist of amounts due from third-party payors and patients. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Amounts the Company receives for treatment of patients covered by governmental programs such as Medicare and Medicaid and other third-party payors such as health maintenance organizations, preferred provider organizations and other private insurers are generally less than the Company’s established billing rates. Additionally, to provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the revenues and accounts receivable reported in the Company’s consolidated financial statements are recorded at the net amount expected to be received. | ||||||||||||
During the years ended December 31, 2014 and 2013, the Company’s revenue payor mix was as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Medicare and Medicaid | 24 | % | 29 | % | |||||||||
Commercial health insurance payors | 67 | % | 59 | % | |||||||||
Patient self-pay | 4 | % | 5 | % | |||||||||
Management fees from affiliates | 5 | % | 7 | % | |||||||||
Other | 5 | % | 4 | % | |||||||||
Provision for doubtful accounts | (5 | %) | (4 | %) | |||||||||
Contractual Discounts and Cost Report Settlements | Contractual Discounts and Cost Report Settlements – The Company derives a significant portion of its revenues from Medicare, Medicaid and other payors that receive discounts from its established billing rates. The Company must estimate the total amount of these discounts to prepare its consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and are subject to interpretation and adjustment. The Company estimates the allowance for contractual discounts on a payor-specific basis given its interpretation of the applicable regulations or contract terms. These interpretations sometimes result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Changes in estimates related to the allowance for contractual discounts affect revenues reported in the Company’s accompanying consolidated statements of operations. | ||||||||||||
Cost report settlements under reimbursement agreements with Medicare and Medicaid are estimated and recorded in the period the related services are rendered and are adjusted in future periods as final settlements are determined. There is a reasonable possibility that recorded estimates will change by a material amount in the near term. The net cost report settlements due to the Company were approximately $617,955 and $235,000 at December 31, 2014 and 2013, respectively, and are in included in prepaid and other current assets in the accompanying consolidated balance sheets. We adjusted our cost report estimate by $382,955 during 2014 based on our final filed cost report for 2013 and an estimate of the 2014 cost report. There was no adjustment for estimated cost report settlements in 2013. The Company’s management believes that adequate provisions have been made for adjustments that may result from final determination of amounts earned under these programs. | |||||||||||||
Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicare and Medicaid programs. | |||||||||||||
Provision and Allowance for Doubtful Accounts | Provision and Allowance for Doubtful Accounts – To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. The primary uncertainty lies with uninsured patient receivables and deductibles, co-payments or other amounts due from individual patients. | ||||||||||||
The Company has an established process to determine the adequacy of the allowance for doubtful accounts that relies on a number of analytical tools and benchmarks to arrive at a reasonable allowance. No single statistic or measurement determines the adequacy of the allowance for doubtful accounts. Some of the analytical tools that the Company utilizes include, but are not limited to, the aging of accounts receivable, historical cash collection experience, revenue trends by payor classification, the status of claims submitted to third party payors, reason codes for declined claims and an assessment of the Company’s ability to address the issue and resubmit the claim and whether a patient is on a payment plan and making payments consistent with that plan. Accounts receivable are written off after collection efforts have been followed in accordance with the Company’s policies. | |||||||||||||
Due to the nature of the healthcare industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenues and accounts receivable at their net realizable values at the time products or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available, which could have a material impact on the Company’s operating results and cash flows in subsequent periods. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. | |||||||||||||
The patient and their third party insurance provider typically share in the payment for the Company’s products and services. The amount patients are responsible for includes co-payments, deductibles, and amounts not covered due to the provider being out-of-network. Due to uncertainties surrounding deductible levels and the number of out-of-network patients, the Company is not certain of the full amount of patient responsibility at the time of service. The Company estimates amounts due from patients prior to service and generally collects those amounts prior to service. Remaining amounts due from patients are then billed following completion of service. | |||||||||||||
The activity in the allowances for doubtful accounts for the years ending December 31, 2014 and 2013 follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of period | $ | 4,778,915 | $ | 1,659,337 | |||||||||
Reclassification (to) from contractual allowance | (832,384 | ) | 1,458,737 | ||||||||||
Provisions recognized as reduction in revenues | 5,118,194 | 3,755,035 | |||||||||||
Write-offs, net of recoveries | (7,323,154 | ) | (2,094,194 | ) | |||||||||
Balance at end of period | $ | 1,741,571 | $ | 4,778,915 | |||||||||
Cash and cash equivalents | Cash and cash equivalents – The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. Certificates of deposit with original maturities of more than three months are also considered cash equivalents if there are no restrictions on withdrawing funds from the account. | ||||||||||||
Restricted Cash | Restricted cash – As of December 31, 2014 and 2013, the Company had restricted cash of approximately $700,000 and $701,000, respectively, included in prepaid and other current assets in the accompanying consolidated balance sheets. The restricted cash is pledged as collateral against certain debt of the Company. | ||||||||||||
Receivables from Affiliates | Receivables from Affiliates – Receivables from Affiliates are stated at the amount billed to the Affiliates plus any accrued and unpaid interest. | ||||||||||||
Supplies inventories | Supplies inventories – Supplies inventories are stated at the lower of cost or market and primarily include operating supplies used in the direct or indirect treatment of patients. The Company accounts for inventories using the first in–first out method of accounting for substantially all of its inventories. | ||||||||||||
Property and equipment | Property and equipment – Property and equipment is stated at cost and depreciated using the straight line method to depreciate the cost of various classes of assets over their estimated useful lives. At the time assets are sold or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and depreciation accounts; profits and losses on such dispositions are reflected in current operations. Fully depreciated assets are written off against accumulated depreciation. Assets under capital leases are amortized using the straight-line method over the shorter of the estimated useful life of the assets or life of the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | ||||||||||||
The estimated useful lives of the Company’s property and equipment are as follows: | |||||||||||||
Asset Class | Useful Life | ||||||||||||
Furniture and equipment | 3 to 7 years | ||||||||||||
Equipment under capital leases | 3 to 7 years | ||||||||||||
Leasehold improvements | 5 to 10 years | or remaining lease period, whichever is shorter | |||||||||||
Long-lived assets | Long-lived assets – The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows. Fair value estimates are derived from established market values of comparable assets or internal calculations of estimated future net cash flows. The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. The Company’s assumptions take into account revenue and expense growth rates, patient volumes, changes in payor mix and changes in legislation and other payor payment patterns. | ||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets – Goodwill is not amortized; instead, it is reviewed for impairment annually (in the fourth quarter) or more frequently if indicators of impairment exist or if a decision is made to sell a business. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. Goodwill is allocated among and evaluated for impairment at the reporting unit level. | ||||||||||||
The Financial Accounting Standards Board (FASB) guidance on testing goodwill for impairment provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test. | |||||||||||||
The Company evaluates goodwill for impairment at least on an annual basis and more frequently if certain indicators are encountered. Goodwill is to be tested at the reporting unit level, defined as an ASC or hospital (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. The Company completed its annual impairment test as of December 31, 2014, and determined that goodwill was not impaired. | |||||||||||||
Intangible assets other than goodwill which include customer relationships, customer files, covenants not to compete, trademarks and payor contracts are amortized over their estimated useful lives using the straight line method. The remaining lives range from three to five years. The Company evaluates the recoverability of identifiable intangible asset whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. | |||||||||||||
Noncontrolling Interests | Noncontrolling Interests – Noncontrolling interests in the results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of the various consolidated subsidiaries. The noncontrolling interests in the consolidated balance sheet reflect the original investment by these noncontrolling shareholders in these consolidated subsidiaries, along with their proportional share of the earnings or losses of these subsidiaries less distributions made to these noncontrolling interest holders. | ||||||||||||
Legal Issues | Legal Issues – For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is deemed to be probable and the loss is reasonably estimable. Management determines the likelihood of an unfavorable outcome based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical matters, among others. Once an unfavorable outcome is deemed probable, management weighs the probability of estimated losses, and the most reasonable loss estimate is recorded. If an unfavorable outcome of a matter is deemed to be reasonably possible, then the matter is disclosed and no liability is recorded. With respect to unasserted claims or assessments, management must first determine that the probability that an assertion will be made is likely, then, a determination as to the likelihood of an unfavorable outcome and the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis or sooner if significant changes in matters have occurred to determine if a change in the likelihood of an unfavorable outcome or the estimate of a loss is necessary. | ||||||||||||
Concentration of credit risk | Concentration of credit risk – The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk. As of December 31, 2014 and 2013, the Company had cash deposits in excess of FDIC limits of $1.8 million and $3.4 million, respectively. | ||||||||||||
Advertising Costs | Advertising Costs – Advertising costs are expensed as incurred. Advertising expense for 2014 and 2013, included in continuing operations, was approximately $312,000 and $244,000, respectively. | ||||||||||||
Acquisition Costs | Acquisition Costs – Acquisition costs are charged directly to expense when incurred. | ||||||||||||
Income Taxes | Income Taxes – The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the Company determines that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings in the period in which the Company makes such a determination. | ||||||||||||
The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. | |||||||||||||
Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. | |||||||||||||
Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2014, is not material to its results of operations, financial condition or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2014, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. | |||||||||||||
Loss per share | Loss per share – Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings (loss) per share are excluded from the calculation. | ||||||||||||
The dilutive potential common shares on options and warrants are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potential dilutive effect of the securities. | |||||||||||||
The following securities were not included in the computation of diluted earnings (loss) per share from continuing operations or discontinued operations as their effect would be anti-dilutive: | |||||||||||||
2014 | 2013 | ||||||||||||
Stock options and warrants | 1,622,796 | 1,836,106 | |||||||||||
During 2014, management determined that the Company had incorrectly reflected the historical common stock shares attributable to Foundation and the common stock shares issued in the reverse acquisition. As a result, the Company has restated its previously reported net income (loss) per share the year ended December 31, 2013 in order to correct certain previously reported amounts. The restatement had no change on the ending number of common shares outstanding at December 31, 2013, but it did change the weighted average number of common and diluted outstanding shares used to calculate earnings per common share. The restatement had no impact on assets, liabilities, total deficit or net income (loss) attributable to Foundation Healthcare common stock. | |||||||||||||
The financial information included in the accompanying consolidated financial statements and notes thereto reflect the effects of the corrections described in the preceding paragraph. The following tables set forth the correction of the individual affected line items in the accompanying consolidated financial statements: | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
As Previously | |||||||||||||
Reported | Correction | Restated | |||||||||||
Earnings per common share (basic and diluted): | |||||||||||||
Net loss from continuing operations attributable to Foundation Healthcare common stock | (0.24 | ||||||||||||
$ | (1.20 | ) | $ | ) | $ | (1.44 | ) | ||||||
Loss from discontinued operations | (0.05 | ) | (0.01 | ) | (0.06 | ) | |||||||
Net loss per share attributable to Foundation Healthcare common stock | $ | ) | (0.25 | ||||||||||
(1.25 | $ | ) | $ | (1.50 | ) | ||||||||
Weighted average number of common and diluted shares outstanding | (2,657,727 | ||||||||||||
16,293,013 | ) | 13,635,286 | |||||||||||
Pro forma basic and diluted net loss per share | $ | (1.26 | ) | $ | (0.25 | ) | $ | (1.51 | ) | ||||
Stock options | Stock options – The Company accounts for its stock option grants using the modified prospective method. Under the modified prospective method, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. | ||||||||||||
Recently Adopted and Recently Issued Accounting Guidance | Recently Adopted and Recently Issued Accounting Guidance | ||||||||||||
Adopted Guidance | |||||||||||||
On January 2014, the Company adopted changes issued by the FASB to the accounting for obligations resulting from joint and several liability arrangements. These changes require an entity to measure such obligations for which the total amount of the obligation is fixed at the reporting date as the sum of (i) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and (ii) any additional amount the reporting entity expects to pay on behalf of its co-obligors. An entity will also be required to disclose the nature and amount of the obligation as well as other information about those obligations. Examples of obligations subject to these requirements are debt arrangements and settled litigation and judicial rulings. The adoption of these changes had no impact on the Company’s consolidated financial statements, as the Company does not currently have any such arrangements. | |||||||||||||
On January 2014, the Company adopted changes issued by the FASB to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. These changes require an entity to present an unrecognized tax benefit as a liability in the financial statements if (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset to settle any additional income taxes that would result from the disallowance of a tax position. Otherwise, an unrecognized tax benefit is required to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. Previously, there was diversity in practice as no explicit guidance existed. These changes become effective for the Company on January 1, 2014. The adoption of these changes did not have a significant impact on the Company’s consolidated financial statements. | |||||||||||||
Issued Guidance | |||||||||||||
In April 2014, the FASB issued changes to the reporting of discontinued operations and disclosures of disposals of components of an entity. The amendments change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Additionally, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. The amendments are effective prospectively for all disposals (or classifications as held for sale) of components of an entity, and for all businesses that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company is currently evaluating the new guidance to determine the impact it may have to its consolidated financial statements. | |||||||||||||
In May 2014, the FASB issued changes to the recognition of revenue from contracts with customers. These changes created a comprehensive framework for all entities in all industries to apply in the determination of when to recognize revenue, and, therefore, supersede virtually all existing revenue recognition requirements and guidance. This framework is expected to result in less complex guidance in application while providing a consistent and comparable methodology for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation. These changes become effective for the Company on January 1, 2017. Management is currently evaluating the potential impact of these changes on the Company’s consolidated financial statements. | |||||||||||||
In August 2014, the FASB issued changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. Subsequent to adoption, this guidance will need to be applied by management at the end of each annual period and interim period therein to determine what, if any, impact there will be on the consolidated financial statements in a given reporting period. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Revenue Payor Mix | During the years ended December 31, 2014 and 2013, the Company’s revenue payor mix was as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Medicare and Medicaid | 24 | % | 29 | % | |||||||||
Commercial health insurance payors | 67 | % | 59 | % | |||||||||
Patient self-pay | 4 | % | 5 | % | |||||||||
Management fees from affiliates | 5 | % | 7 | % | |||||||||
Other | 5 | % | 4 | % | |||||||||
Provision for doubtful accounts | (5 | %) | (4 | %) | |||||||||
Allowance for Doubtful Accounts | The activity in the allowances for doubtful accounts for the years ending December 31, 2014 and 2013 follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Balance at beginning of period | $ | 4,778,915 | $ | 1,659,337 | |||||||||
Reclassification (to) from contractual allowance | (832,384 | ) | 1,458,737 | ||||||||||
Provisions recognized as reduction in revenues | 5,118,194 | 3,755,035 | |||||||||||
Write-offs, net of recoveries | (7,323,154 | ) | (2,094,194 | ) | |||||||||
Balance at end of period | $ | 1,741,571 | $ | 4,778,915 | |||||||||
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: | ||||||||||||
Asset Class | Useful Life | ||||||||||||
Furniture and equipment | 3 to 7 years | ||||||||||||
Equipment under capital leases | 3 to 7 years | ||||||||||||
Leasehold improvements | 5 to 10 years | or remaining lease period, whichever is shorter | |||||||||||
Securities Not Included in Computation of Diluted Earnings (Loss) Per Share from Continuing or Discontinued Operations | The following securities were not included in the computation of diluted earnings (loss) per share from continuing operations or discontinued operations as their effect would be anti-dilutive: | ||||||||||||
2014 | 2013 | ||||||||||||
Stock options and warrants | 1,622,796 | 1,836,106 | |||||||||||
Accompanying Consolidated Financial Statements | The financial information included in the accompanying consolidated financial statements and notes thereto reflect the effects of the corrections described in the preceding paragraph. The following tables set forth the correction of the individual affected line items in the accompanying consolidated financial statements: | ||||||||||||
Year Ended December 31, 2013 | |||||||||||||
As Previously | |||||||||||||
Reported | Correction | Restated | |||||||||||
Earnings per common share (basic and diluted): | |||||||||||||
Net loss from continuing operations attributable to Foundation Healthcare common stock | (0.24 | ||||||||||||
$ | (1.20 | ) | $ | ) | $ | (1.44 | ) | ||||||
Loss from discontinued operations | (0.05 | ) | (0.01 | ) | (0.06 | ) | |||||||
Net loss per share attributable to Foundation Healthcare common stock | $ | ) | (0.25 | ||||||||||
(1.25 | $ | ) | $ | (1.50 | ) | ||||||||
Weighted average number of common and diluted shares outstanding | (2,657,727 | ||||||||||||
16,293,013 | ) | 13,635,286 | |||||||||||
Pro forma basic and diluted net loss per share | $ | (1.26 | ) | $ | (0.25 | ) | $ | (1.51 | ) | ||||
Reverse_Acquisition_Tables
Reverse Acquisition (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||
Preliminary and Final Purchase Allocation for Reverse Acquisition | The preliminary and final purchase allocations for the reverse acquisition are as follows: | |||||||||||||||||||
Preliminary | Final | |||||||||||||||||||
Cash and cash equivalents | $ | 68,170 | $ | 68,170 | ||||||||||||||||
Accounts receivable | 249,333 | 249,333 | ||||||||||||||||||
Current assets from discontinued operations | 1,773,471 | 1,360,143 | ||||||||||||||||||
Other current assets | 198,977 | 198,976 | ||||||||||||||||||
Total current assets | 2,289,951 | 1,876,622 | ||||||||||||||||||
Property and equipment | 647,862 | 1,389,169 | ||||||||||||||||||
Intangible assets | 3,800,000 | 2,733,000 | ||||||||||||||||||
Goodwill | 20,847,608 | 21,864,781 | ||||||||||||||||||
Other assets from discontinued operations | 295,542 | 1,224,140 | ||||||||||||||||||
Other assets | 12,753 | 252,528 | ||||||||||||||||||
Total assets acquired | 27,893,716 | 29,340,240 | ||||||||||||||||||
Liabilities assumed: | ||||||||||||||||||||
Accounts payable and accrued liabilities | 2,501,877 | 2,899,823 | ||||||||||||||||||
Short term debt | 2,000,000 | 2,000,000 | ||||||||||||||||||
Current portion of long-term debt | 714,711 | 714,711 | ||||||||||||||||||
Current liabilities from discontinued operations | 7,812,192 | 7,375,521 | ||||||||||||||||||
Total current liabilities | 13,028,780 | 12,990,055 | ||||||||||||||||||
Long-term debt, net of current portion | 742,385 | 742,385 | ||||||||||||||||||
Other liabilities from discontinued operations | 174,509 | 305,969 | ||||||||||||||||||
Other liabilities | 575,000 | 1,362,957 | ||||||||||||||||||
Total liabilities assumed | 14,520,674 | 15,401,366 | ||||||||||||||||||
Net assets acquired | $ | 13,373,042 | $ | 13,938,874 | ||||||||||||||||
Acquisition Revenue and Earnings of Combined Entity Reverse Acquisition | The amounts of acquisition revenues and earnings included in the Company’s consolidated statements of operations for the year ended December 31, 2013, and the revenue and earnings of the combined entity had the reverse acquisition date for Graymark been January 1, 2013 are as follows: | |||||||||||||||||||
Loss From | Attributable to Foundation | |||||||||||||||||||
Revenue | Continuing Operations | Net Loss | Net Loss | Net Loss | ||||||||||||||||
Per Share | ||||||||||||||||||||
Actual: | ||||||||||||||||||||
From 7/22/2013 to12/31/2013 | $ | 968,729 | $ | (23,413,107 | ) | $ | (24,995,058 | ) | $ | (24,995,058 | ) | |||||||||
Supplemental Pro Forma: | ||||||||||||||||||||
From 1/1/2013 to 12/31/2013 | $ | 94,514,058 | $ | (24,733,907 | ) | $ | (19,402,769 | ) | $ | (23,616,628 | ) | $ | (1.73 | ) | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Activity in Acquired Accruals for Restructuring Charges Established for Lease Termination and Other Exit Costs | For the years ended December 31, 2014 and 2013, the activity in the acquired accruals for restructuring charges established for lease termination and other exit costs were as follows | ||||||||||||
Lease Termination Cost | Other Exit Cost | Total | |||||||||||
Acquired balance at July 22, 2013 | $ | 335,028 | $ | 140,542 | $ | 475,570 | |||||||
Adjustments | (172,685 | ) | — | (172,685 | ) | ||||||||
Cash Payments | (84,108 | ) | (140,542 | ) | (224,650 | ) | |||||||
Balance at December 31, 2013 | 78,235 | — | 78,235 | ||||||||||
Adjustments | 102,761 | — | 102,761 | ||||||||||
Cash Payments | (70,575 | ) | — | (70,575 | ) | ||||||||
Balance at December 31, 2014 | $ | 110,421 | $ | — | $ | 110,421 | |||||||
Operating Results and Balance Sheet Items of Discontinued Operations | The operating results of the discontinued sleep diagnostic and therapy locations and the Company’s other discontinued operations for the year ended December 31, 2014 and from July 22, 2013 to December 31, 2013 are summarized below: | ||||||||||||
2014 | July 22 to | ||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Revenue | $ | 123,728 | $ | 877,362 | |||||||||
Loss before taxes | $ | (576,535 | ) | $ | (1,353,609 | ) | |||||||
Income tax benefit | 219,083 | 514,371 | |||||||||||
Loss from discontinued operations, net of tax | $ | (357,452 | ) | $ | (839,238 | ) | |||||||
The balance sheet items for discontinued operations as of December 31, 2014 and 2013 are summarized below: | |||||||||||||
2014 | 2013 | ||||||||||||
Cash and cash equivalents | $ | 8,148 | $ | 49,252 | |||||||||
Accounts receivable, net of allowances | — | 222,943 | |||||||||||
Inventories | — | 1,893 | |||||||||||
Other current assets | 334,293 | 244,541 | |||||||||||
Total current assets | 342,441 | 518,629 | |||||||||||
Fixed assets, net | 165,285 | 426,228 | |||||||||||
Other assets | — | 150,000 | |||||||||||
Total non-current assets | 165,285 | 576,228 | |||||||||||
Total assets | $ | 507,726 | $ | 1,094,857 | |||||||||
Payables and accrued liabilities | $ | 839,791 | $ | 1,557,771 | |||||||||
Short-term debt | — | 3,994,932 | |||||||||||
Current portion of long-term debt | — | 67,994 | |||||||||||
Total current liabilities | 839,791 | 5,620,697 | |||||||||||
Long-term debt, net of current portion | — | 9,969 | |||||||||||
Total liabilities | $ | 839,791 | $ | 5,630,666 | |||||||||
Discontinued Operations | |||||||||||||
Schedule of Borrowings and Capital Lease Obligations | The Company’s borrowings and capital lease obligations included in discontinued operations as of December 31, 2014 and 2013 are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Short-term debt | |||||||||||||
Arvest Bank | $ | — | $ | 3,994,932 | |||||||||
Long-term Debt | |||||||||||||
Sleep center notes payable | — | 28,723 | |||||||||||
Equipment capital leases | — | 49,389 | |||||||||||
Total | — | 78,112 | |||||||||||
Less: Current portion of long term debt | — | (68,143 | ) | ||||||||||
Long term debt | $ | — | $ | 9,969 | |||||||||
Equity_Investments_in_Affiliat1
Equity Investments in Affiliates (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | |||||||||||
Summary of Equity Investments and Ownership Interests | The Company invests in non-majority interests in its Affiliates. The Company’s equity investments and respective ownership interest as of December 31, 2014 and 2013 are as follows: | ||||||||||
Ownership % | |||||||||||
Affiliate | Location | 2014 | 2013 | ||||||||
Surgical Hospitals: | |||||||||||
Grayson County Physicians Property, LLC | Sherman, TX | 20 | % | 20 | % | ||||||
Houston Orthopedic Hospital, LLC | Houston, TX | 20 | % | 20 | % | ||||||
ASCs: | |||||||||||
Foundation Surgery Affiliate of Nacogdoches, LLP | Nacogdoches, TX | 13 | % | 13 | % | ||||||
Kirby Glenn Surgery Center | Houston, TX | 10 | % | 10 | % | ||||||
Park Ten Surgery Center | Houston, TX | 10 | % | 10 | % | ||||||
Foundation Surgery Affiliate of Middleburg Heights, LLC | Middleburg Heights, OH | 10 | % | 10 | % | ||||||
Foundation Surgery Affiliate of Huntingdon Valley, LP | Huntingdon Valley, PA | 20 | % | 20 | % | ||||||
New Jersey Surgery Center, LLC | Mercerville, NJ | 10 | % | 10 | % | ||||||
Foundation Surgery Affiliate of Northwest Oklahoma City, LLC | Oklahoma City, OK | 20 | % | 20 | % | ||||||
Metropolitan Medial Partners, LLC ("Chevy Chase") | Chevy Chase, MD | 0 | % | 18 | % | ||||||
Cumberland Valley Surgery Center, LLC | Hagerstown, MD | 32 | % | 32 | % | ||||||
Frederick Surgical Center, LLC | Frederick, MD | 20 | % | 20 | % | ||||||
Summary of Unaudited Results of Operations and Financial Position of Equity Investments in Affiliates | The results of operations and financial position for the years ended and as of December 31, 2014 and 2013, respectively, of the Company’s equity investments in Affiliates are as follows: | ||||||||||
2014 | 2013 | ||||||||||
Net operating revenues | $ | 93,657,544 | $ | 186,777,871 | |||||||
Net income | $ | 22,016,318 | $ | 40,559,684 | |||||||
Current assets | $ | 20,145,429 | $ | 44,091,846 | |||||||
Noncurrent assets | 40,297,744 | 44,668,968 | |||||||||
Total assets | $ | 60,443,173 | $ | 88,760,814 | |||||||
Current liabilities | $ | 13,343,319 | $ | 31,891,679 | |||||||
Noncurrent liabilities | 21,489,753 | 29,015,316 | |||||||||
Total liabilities | $ | 34,833,073 | $ | 60,906,995 | |||||||
Members' equity | $ | 25,610,100 | $ | 27,853,819 | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Summary of Property and Equipment Accompanying Consolidated Balance Sheets | Following are the components of property and equipment included in the accompanying consolidated balance sheets as of December 31, 2014 and 2013: | ||||||||
2014 | 2013 | ||||||||
Equipment | $ | 22,813,790 | $ | 21,799,376 | |||||
Equipment under capital lease | 7,874,259 | 4,477,231 | |||||||
Leasehold improvements | 2,703,013 | 2,231,315 | |||||||
Land | 2,065,000 | 2,065,000 | |||||||
35,456,062 | 30,572,922 | ||||||||
Accumulated depreciation | (21,990,872 | ) | (18,498,936 | ) | |||||
$ | 13,465,190 | $ | 12,073,986 | ||||||
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||
Changes in Carrying Amount Of Goodwill | Changes in the carrying amount of goodwill during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Balance, beginning of year | $ | 973,927 | $ | 1,154,528 | |||||||||||||||
Reverse acquisition | — | 21,864,781 | |||||||||||||||||
Impairment charge | — | (21,864,781 | ) | ||||||||||||||||
Finalization of valuation - Imaging Centers | — | (180,601 | ) | ||||||||||||||||
Balance, end of year | $ | 973,927 | $ | 973,927 | |||||||||||||||
Changes in Carrying Amount of Intangible Assets | Changes in the carrying amount of intangible assets during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||||||||
Carrying | Accumulated | ||||||||||||||||||
Amount | Amortization | Net | |||||||||||||||||
1-Jan-13 | $ | 11,791,500 | $ | (1,520,642 | ) | $ | 10,270,858 | ||||||||||||
Business Acquisition | 2,733,000 | — | 2,733,000 | ||||||||||||||||
Amortization | — | (1,865,237 | ) | (1,865,237 | ) | ||||||||||||||
31-Dec-13 | 14,524,500 | (3,385,879 | ) | 11,138,621 | |||||||||||||||
Amortization | — | (2,058,226 | ) | (2,058,226 | ) | ||||||||||||||
31-Dec-14 | $ | 14,524,500 | $ | (5,444,105 | ) | $ | 9,080,395 | ||||||||||||
Intangible Assets | Intangible assets as of December 31, 2014 and 2013 include the following: | ||||||||||||||||||
2014 | |||||||||||||||||||
Useful | Carrying | Accumulated | 2013 | ||||||||||||||||
Life (Years) | Value | Amortization | Net | Net | |||||||||||||||
Management fee contracts | 8-Jun | $ | 3,498,500 | $ | (2,169,907 | ) | $ | 1,328,593 | $ | 1,763,463 | |||||||||
Non-compete | 5 | 2,027,000 | (849,667 | ) | 1,177,333 | 1,583,256 | |||||||||||||
Physician memberships | 7 | 6,468,000 | (2,002,000 | ) | 4,466,000 | 5,390,000 | |||||||||||||
Trade Name | 5 | 381,000 | (110,962 | ) | 270,038 | 347,218 | |||||||||||||
Service Contracts | 10 | 2,150,000 | (311,569 | ) | 1,838,431 | 2,054,684 | |||||||||||||
$ | 14,524,500 | $ | (5,444,105 | ) | $ | 9,080,395 | $ | 11,138,621 | |||||||||||
Amortization Expense for Next Five Years Related to Intangible Assets | Amortization expense for the next five years related to these intangible assets is expected to be as follows: | ||||||||||||||||||
Year ended December 31, | |||||||||||||||||||
2015 | $ | 2,055,474 | |||||||||||||||||
2016 | 2,055,474 | ||||||||||||||||||
2017 | 1,994,629 | ||||||||||||||||||
2018 | 1,226,387 | ||||||||||||||||||
2019 | 985,000 | ||||||||||||||||||
Thereafter | 763,431 | ||||||||||||||||||
Borrowings_and_Capital_Lease_O1
Borrowings and Capital Lease Obligations (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Schedule of Short-Term Debt Obligations | The Company’s short-term debt obligations as of December 31, 2014 and 2013 are as follows: | |||||||||||||
Rate (1) | 2014 | 2013 | ||||||||||||
Note payable - Legacy | $ | — | $ | 2,814,027 | ||||||||||
Note payable - S&H leasing | — | 1,865,600 | ||||||||||||
Note payable - working capital | — | 800,000 | ||||||||||||
Insurance premium financings | 3.9 - 4.9% | 456,784 | 101,135 | |||||||||||
Note payable - Medicare cost report | — | 84,065 | ||||||||||||
Short-term debt | $ | 456,784 | $ | 5,664,827 | ||||||||||
(1) Effective rate as of December 31, 2014 | ||||||||||||||
Schedule of Applicable Margins Rate | The Applicable Margins are as follows: | |||||||||||||
Applicable Margin | ||||||||||||||
Senior Debt Ratio | Revolving Loan | Term Loan | ||||||||||||
≥ 2.5x | 3.75% | 4.25% | ||||||||||||
< 2.5x, but ≥ 2.0x | 3.25% | 3.75% | ||||||||||||
< 2.0 x | 2.75% | 3.25% | ||||||||||||
Future Maturities of Long-Term Debt | At December 31, 2014, future maturities of long-term debt were as follows: | |||||||||||||
Year ended December 31: | ||||||||||||||
2015 | $ | 5,023,048 | ||||||||||||
2016 | 4,781,929 | |||||||||||||
2017 | 4,613,541 | |||||||||||||
2018 | 4,604,681 | |||||||||||||
2019 | 4,625,161 | |||||||||||||
Thereafter | 6,112,407 | |||||||||||||
Continuing Operations | ||||||||||||||
Schedule of Borrowings and Capital Lease Obligations | The Company’s long-term debt and capital lease obligations as of December 31, 2014 and 2013 are as follows: | |||||||||||||
Rate (1) | Maturity | 2014 | 2013 | |||||||||||
Date | ||||||||||||||
Senior Lender: | ||||||||||||||
Note payable | 4.40% | Jul. 2021 | $ | 25,750,000 | $ | — | ||||||||
Other Lenders: | ||||||||||||||
Line of credit | — | 896,000 | ||||||||||||
Notes payable - working capital | — | 3,715,088 | ||||||||||||
Note payable - equity investments | — | 3,270,427 | ||||||||||||
Note payable - management agreements | — | 640,466 | ||||||||||||
Note payable - assumption | — | 146,857 | ||||||||||||
Note payable - preferred interest redemption | — | 5,100,000 | ||||||||||||
Note payable - settlements | — | 1,189,725 | ||||||||||||
Note payable - THE | — | 311,149 | ||||||||||||
Notes payable - physician partners | — | 103,604 | ||||||||||||
Notes payable - acquisition | — | 99,610 | ||||||||||||
Capital Lease Obligations | 5.5 - 10.7% | Feb. 2015 - | 4,010,767 | 2,477,985 | ||||||||||
Dec. 2020 | ||||||||||||||
Total | 29,760,767 | 17,950,911 | ||||||||||||
Less: Current portion of long-term debt | (5,023,048 | ) | (7,919,179 | ) | ||||||||||
Long-term debt | $ | 24,737,719 | $ | 10,031,732 | ||||||||||
(1) Effective rate as of December 31, 2014 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Summary of Future Minimum Lease Payments under Operating Leases | Following is a summary of the future minimum lease payments under operating leases as of December 31, 2014: | |||
2015 | $ | 11,675,379 | ||
2016 | 11,760,275 | |||
2017 | 11,826,286 | |||
2018 | 11,737,775 | |||
2019 | 11,431,044 | |||
Thereafter | 84,661,254 | |||
Less: Sublease income | (3,457,542 | ) | ||
Total | $ | 139,634,471 | ||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Provision | The income tax provision for the years ended December 31, 2014 and 2013 consists of: | ||||||||
2014 | 2013 | ||||||||
Current (provision) benefit | $ | (302,464 | ) | $ | (4,078,826 | ) | |||
Deferred benefit | 1,619,321 | 378,781 | |||||||
Increase in valuation allowance | (465,069 | ) | (77,068 | ) | |||||
Total (provision) benefit | $ | 851,788 | $ | (3,777,113 | ) | ||||
Tax benefit, discontinued operations | $ | 219,083 | $ | 514,371 | |||||
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities as of December 31, 2014 and 2013 are comprised of: | ||||||||
2014 | 2013 | ||||||||
Deferred income tax assets: | |||||||||
Accounts receivable | $ | 4,512 | $ | 135,983 | |||||
Accounts payable | 712,683 | 1,131,070 | |||||||
Accrued liabilities | 260,655 | 338,901 | |||||||
Deferred rent and lease incentives | 3,856,114 | 2,353,514 | |||||||
Stock compensation | — | 202,453 | |||||||
Other assets | 54,836 | 54,836 | |||||||
Total deferred tax assets | 4,888,800 | 4,216,757 | |||||||
Valuation allowance | (779,358 | ) | (314,289 | ) | |||||
Net deferred tax assets | 4,109,442 | 3,902,468 | |||||||
Deferred income tax liabilities: | |||||||||
Fixed assets | (1,267,740 | ) | (1,158,897 | ) | |||||
Intangible assets | (1,103,847 | ) | (1,725,099 | ) | |||||
Equity investments in affiliates | (861,869 | ) | (1,330,295 | ) | |||||
Prepaid and other current assets | (207,976 | ) | (174,419 | ) | |||||
Total deferred tax liabilities | (3,441,432 | ) | (4,388,710 | ) | |||||
Net deferred tax asset (liability) | $ | 668,010 | $ | (486,242 | ) | ||||
Balance Sheet Classification of Deferred Income Tax Assets and Liabilities | The balance sheet classification of deferred income tax assets (liabilities) at December 31, 2014 and 2013 follows: | ||||||||
2014 | 2013 | ||||||||
Current | $ | 775,248 | $ | 2,118,637 | |||||
Long-term | (107,238 | ) | (2,604,879 | ) | |||||
Total | $ | 668,010 | $ | (486,242 | ) | ||||
Change in Valuation Allowance on Deferred Tax Assets | The change in the Company’s valuation allowance on deferred tax assets during the years ended December 31, 2014 and 2013 follows: | ||||||||
2014 | 2013 | ||||||||
Beginning valuation allowance | $ | 314,289 | $ | — | |||||
Reverse acquisition | — | 237,221 | |||||||
Change in valuation allowance | 465,069 | 77,068 | |||||||
Ending valuation allowance | $ | 779,358 | $ | 314,289 | |||||
Effective Income Tax Rate | The Company’s effective income tax rate for continuing operations differs from the U.S. Federal statutory rate as follows: | ||||||||
2014 | 2013 | ||||||||
Federal statutory rate | 34 | % | 34 | % | |||||
State | 4 | % | 4 | % | |||||
Adjustment to prior year accrual | -23 | % | — | ||||||
Permanent and other adjustments | -10 | % | — | ||||||
Changes in valuation allowances | 23 | % | -1 | % | |||||
Noncontrolling | -72 | % | 16 | % | |||||
Impairment of goodwill | — | -79 | % | ||||||
Impairment of investment | — | -6 | % | ||||||
Other | 2 | % | -4 | % | |||||
Effective income tax rate | -42 | % | -36 | % | |||||
Stock_Options_Grants_and_Warra1
Stock Options, Grants and Warrants (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||
Assumptions used to Value Option and Warrant Grants | The assumptions used to value the option and warrant grants are as follows: | |||||||||||||
2014 | 2013 | |||||||||||||
Expected life (in years) | 2.5 | 2.5 – 5.0 | ||||||||||||
Volatility | 58 | % | 73 – 76 | % | ||||||||||
Risk free interest rate | 0.35 | % | 0.46 – 1.32 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Information with Respect to Stock Options and Warrants Outstanding | Information with respect to stock options and warrants outstanding follows: | |||||||||||||
Average | ||||||||||||||
Exercise | ||||||||||||||
Shares | Price | |||||||||||||
Outstanding at January 1, 2013 | — | $ | — | |||||||||||
Reverse acquisition – warrants | 857,242 | 15.4 | ||||||||||||
Reverse acquisition – options | 56,250 | 13.3 | ||||||||||||
Granted – warrants | 866,364 | 13.26 | ||||||||||||
Granted – options | 60,000 | 4.3 | ||||||||||||
Forfeited – options | (3,750 | ) | 40 | |||||||||||
Outstanding at December 31, 2013 | 1,836,106 | 12.91 | ||||||||||||
Granted – warrants | 1,500 | 5 | ||||||||||||
Forfeited – options | (2,000 | ) | 12.5 | |||||||||||
Forfeited – warrants | (229,650 | ) | 15.82 | |||||||||||
Outstanding at December 31, 2014 | 1,605,956 | 12.5 | ||||||||||||
Options and Warrants | ||||||||||||||
Options and Warrants Outstanding | Exercisable | |||||||||||||
Shares | Average | Average | Shares | Average | ||||||||||
Outstanding | Remaining | Exercise | Outstanding | Exercise | ||||||||||
at 12/31/14 | Life (Years) | Price | At 12/31/14 | Price | ||||||||||
Less than $5.00 | 102,000 | 4.6 | $ | 4.59 | 82,000 | $ | 4.66 | |||||||
$5.01 to $10.00 | 193,750 | 3.6 | 10 | 193,750 | 10 | |||||||||
Greater than $10.00 | 1,310,206 | 3.9 | 13.48 | 1,310,046 | 13.48 | |||||||||
Total | 1,605,956 | 1,585,796 | ||||||||||||
Information with respect to Restricted Stock Awards | Information with respect to the Company’s restricted stock awards follows: | |||||||||||||
Weighted | ||||||||||||||
Average | ||||||||||||||
Grant Date | ||||||||||||||
Unvested Restricted Stock Awards | Shares | Fair Value | ||||||||||||
Unvested at January 1, 2013 | — | $ | — | |||||||||||
Reverse acquisition | 4,375 | 11.11 | ||||||||||||
Granted | 23,000 | 4.9 | ||||||||||||
Vested | (1,375 | ) | 28.8 | |||||||||||
Forfeited | — | — | ||||||||||||
Unvested at December 31, 2013 | 26,000 | 4.7 | ||||||||||||
Granted | 971,755 | 3.62 | ||||||||||||
Vested | (212,415 | ) | 3.71 | |||||||||||
Forfeited | (3,000 | ) | 4.9 | |||||||||||
Unvested at December 31, 2014 | 782,340 | $ | 3.62 | |||||||||||
Gains_and_Other_Item_Tables
Gains and Other Item (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Other Income And Expenses [Abstract] | |||||
Gain on forgiveness of debt and gain on sale-leaseback of real estate | Gain on forgiveness of debt and gain on sale-leaseback of real estate | ||||
Gain on forgiveness of debt | $ | 7,108,562 | |||
Gain on sale-leaseback of real estate | 3,961,277 | ||||
Total gain on El Paso Real Estate Transaction | $ | 11,069,839 | |||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||
Fair Value Measurements for Assets Measured at Fair Value on Nonrecurring Basis | The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2013 follows: | ||||||||||||||||||||
Total | Quoted | Significant Other Observable Inputs | Significant | Total Gains | |||||||||||||||||
Prices in | (Level 2) | Unobservable | (Losses) | ||||||||||||||||||
Active | Inputs | ||||||||||||||||||||
Markets for | (Level 3) | ||||||||||||||||||||
Identical | |||||||||||||||||||||
Assets | |||||||||||||||||||||
(Level 1) | |||||||||||||||||||||
December 31, 2013: | |||||||||||||||||||||
Foundation reverse acquisition: | |||||||||||||||||||||
Assets | $ | 7,475,459 | $ | — | $ | — | $ | 7,475,459 | $ | (21,864,781 | ) | ||||||||||
Liabilities | (15,401,366 | ) | — | — | (15,401,366 | ) | — | ||||||||||||||
El Paso Real Estate Transaction | 3,024,550 | — | 2,573,633 | 450,917 | 3,958,122 | ||||||||||||||||
$ | (17,906,659 | ) | |||||||||||||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | 12-May-14 | Jan. 08, 2015 | Dec. 31, 2012 | |
Basis of Presentation [Line Items] | |||||
Accumulated deficit | ($37,265,044) | ($35,171,315) | |||
Adjusted working capital deficit | 200,000 | ||||
Redemption payments, payable to preferred noncontrolling interest holders | 1,700,000 | ||||
Net loss attributable to Foundation HealthCare common stock | -2,093,729 | -20,426,627 | |||
Cash flow from operating activities from continuing operations | 2,934,353 | 7,344,506 | |||
Cash and cash equivalents | 2,860,025 | 4,212,076 | 3,037,067 | ||
Common stock, shares outstanding | 17,263,842 | 16,383,489 | |||
Maximum | |||||
Basis of Presentation [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.33 | ||||
Minimum | |||||
Basis of Presentation [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 | ||||
Subsequent Event | |||||
Basis of Presentation [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 | ||||
Common stock, shares outstanding | 17,263,842 | ||||
Before Reverse Stock Split | |||||
Basis of Presentation [Line Items] | |||||
Common stock, shares outstanding | 172,638,414 | ||||
Senior Lender | |||||
Basis of Presentation [Line Items] | |||||
Line of Credit | $2,500,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 22, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Effect of reclassifications on net loss | $0 | ||
Federal and state effective tax rate | 38.00% | -42.00% | -36.00% |
Adjustments for cost report settlements | 382,955 | 0 | |
Likelihood percentage for impairment minimum | 50.00% | ||
Cash deposits in excess of FDIC limits | 1,800,000 | 3,400,000 | |
Advertising expense | 312,000 | 244,000 | |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Prepaid and Other Current Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cost settlements adjustment amount | 617,955 | 235,000 | |
Restricted cash | $700,000 | $701,000 |
Revenue_Payor_Mix_Detail
Revenue Payor Mix (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Medicare and Medicaid | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 24.00% | 29.00% |
Commercial health insurance payors | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 67.00% | 59.00% |
Patient self-pay | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 4.00% | 5.00% |
Management fees from affiliates | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 5.00% | 7.00% |
Other | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 5.00% | 4.00% |
Provision for doubtful accounts | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | -5.00% | -4.00% |
Allowance_for_Doubtful_Account
Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance For Doubtful Accounts Receivable Rollforward | ||
Balance at beginning of period | $4,778,915 | $1,659,337 |
Reclassification (to) from contractual allowance | -832,384 | 1,458,737 |
Provisions recognized as reduction in revenues | 5,118,194 | 3,755,035 |
Write-offs, net of recoveries | -7,323,154 | -2,094,194 |
Balance at end of period | $1,741,571 | $4,778,915 |
Estimated_Useful_Lives_of_Prop
Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Furniture and equipment | Minimum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and equipment | Maximum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Equipment capital leases | Minimum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Equipment capital leases | Maximum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Leasehold improvements | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 5 to 10 years or remaining lease period, whichever is shorter |
Securities_Not_Included_in_Com
Securities Not Included in Computation of Diluted Earnings (Loss) Per Share from Continuing or Discontinued Operations (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Stock options and warrants | 1,622,796 | 1,836,106 |
Accompanying_Consolidated_Fina
Accompanying Consolidated Financial Statements (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share Basic [Line Items] | ||
Net loss from continuing operations attributable to Foundation Healthcare common stock | ($0.10) | ($1.44) |
Loss from discontinued operations, net of tax | ($0.02) | ($0.06) |
Net loss per share attributable to Foundation Healthcare common stock | ($0.12) | ($1.50) |
Weighted average number of common and diluted shares outstanding | 17,080,451 | 13,635,286 |
As Previously Reported | ||
Earnings Per Share Basic [Line Items] | ||
Net loss from continuing operations attributable to Foundation Healthcare common stock | ($1.20) | |
Loss from discontinued operations, net of tax | ($0.05) | |
Net loss per share attributable to Foundation Healthcare common stock | ($1.25) | |
Weighted average number of common and diluted shares outstanding | 16,293,013 | |
Correction | ||
Earnings Per Share Basic [Line Items] | ||
Net loss from continuing operations attributable to Foundation Healthcare common stock | ($0.24) | |
Loss from discontinued operations, net of tax | ($0.01) | |
Net loss per share attributable to Foundation Healthcare common stock | ($0.25) | |
Weighted average number of common and diluted shares outstanding | -2,657,727 | |
Pro Forma | ||
Earnings Per Share Basic [Line Items] | ||
Net loss per share attributable to Foundation Healthcare common stock | ($1.51) | |
Pro Forma | As Previously Reported | ||
Earnings Per Share Basic [Line Items] | ||
Net loss per share attributable to Foundation Healthcare common stock | ($1.26) | |
Pro Forma | Correction | ||
Earnings Per Share Basic [Line Items] | ||
Net loss per share attributable to Foundation Healthcare common stock | ($0.25) |
Reverse_Acquisition_Additional
Reverse Acquisition - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Jul. 22, 2013 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Common stock, shares issued | 16,383,489 | 17,263,842 | |
Common stock value | $1,638 | $1,726 | |
Fair value of consideration issued in reverse acquisition | 2,339,905 | ||
Incurred expenses | 506,000 | ||
Arvest Loan Participation | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 1,333,333 | ||
Common stock value | 6,000,000 | ||
Roy T. Oliver | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 1,797,030 | ||
Common stock value | 8,136,390 | ||
Percentage of ownership in shareholders and affiliates | 5.00% | ||
Foundation Health Care Affiliates, LLC | |||
Business Acquisition [Line Items] | |||
Number of shares issued in connection with acquisition | 11,450,000 | ||
Promissory note | 2,000,000 | ||
Assumed certain liabilities and obligations | 2,000,000 | ||
Fair value of consideration issued in reverse acquisition | $13,900,000 |
Preliminary_and_Final_Purchase
Preliminary and Final Purchase Allocations for Reverse Acquisition (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 22, 2013 |
Assets acquired | ||||
Goodwill | $973,927 | $973,927 | $1,154,528 | |
Foundation Health Care Affiliates, LLC | ||||
Liabilities assumed: | ||||
Total liabilities assumed | 2,000,000 | |||
Graymark | Foundation Health Care Affiliates, LLC | ||||
Assets acquired | ||||
Cash and cash equivalents | 68,170 | |||
Accounts receivable | 249,333 | |||
Current assets from discontinued operations | 1,360,143 | |||
Other current assets | 198,976 | |||
Total current assets | 1,876,622 | |||
Property and equipment | 1,389,169 | |||
Intangible assets | 2,733,000 | |||
Goodwill | 21,864,781 | |||
Other assets from discontinued operations | 1,224,140 | |||
Other assets | 252,528 | |||
Total assets acquired | 29,340,240 | |||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | 2,899,823 | |||
Short term debt | 2,000,000 | |||
Current portion of long-term debt | 714,711 | |||
Current liabilities from discontinued operations | 7,375,521 | |||
Total current liabilities | 12,990,055 | |||
Long-term debt, net of current portion | 742,385 | |||
Other liabilities from discontinued operations | 305,969 | |||
Other liabilities | 1,362,957 | |||
Total liabilities assumed | 15,401,366 | |||
Net assets acquired | 13,938,874 | |||
Graymark | As Previously Reported | Foundation Health Care Affiliates, LLC | ||||
Assets acquired | ||||
Cash and cash equivalents | 68,170 | |||
Accounts receivable | 249,333 | |||
Current assets from discontinued operations | 1,773,471 | |||
Other current assets | 198,977 | |||
Total current assets | 2,289,951 | |||
Property and equipment | 647,862 | |||
Intangible assets | 3,800,000 | |||
Goodwill | 20,847,608 | |||
Other assets from discontinued operations | 295,542 | |||
Other assets | 12,753 | |||
Total assets acquired | 27,893,716 | |||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | 2,501,877 | |||
Short term debt | 2,000,000 | |||
Current portion of long-term debt | 714,711 | |||
Current liabilities from discontinued operations | 7,812,192 | |||
Total current liabilities | 13,028,780 | |||
Long-term debt, net of current portion | 742,385 | |||
Other liabilities from discontinued operations | 174,509 | |||
Other liabilities | 575,000 | |||
Total liabilities assumed | 14,520,674 | |||
Net assets acquired | $13,373,042 |
Acquisition_Revenue_and_Earnin
Acquisition Revenue and Earnings of Combined Entity Reverse Acquisition (Detail) (USD $) | 12 Months Ended | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Revenue | $101,858,149 | $87,207,659 | |
Income (loss) from continuing operations | 2,872,015 | -14,219,869 | |
Net Loss | 2,514,563 | -15,059,107 | |
Net Income (Loss) Attributable to Foundation | -1,312,876 | -19,404,524 | |
Net Income (Loss) per Share Attributable to Foundation | ($0.12) | ($1.50) | |
Graymark | |||
Business Acquisition [Line Items] | |||
Revenue | 968,729 | ||
Income (loss) from continuing operations | -23,413,107 | ||
Net Loss | -24,995,058 | ||
Net Income (Loss) Attributable to Foundation | -24,995,058 | ||
Supplemental Pro Forma, Revenues | 94,514,058 | ||
Supplemental Pro Forma, Loss from Continuing Operations | -24,733,907 | ||
Supplemental Pro Forma, Net Loss | -19,402,769 | ||
Supplemental Pro Forma, Net Loss Attributable to Foundation | ($23,616,628) | ||
Supplemental Pro Forma, Net Loss Per Share Attributable to Foundation | ($1.73) |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 22, 2013 | |
Location | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Amount of special charge liability acquired as part of reverse acquisition | $110,421 | $78,235 | $475,570 | |
Reverse Acquisition | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Amount of special charge liability acquired as part of reverse acquisition | $475,570 | |||
Sleep diagnostic locations | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Number of locations closed or sold | 24 | |||
Sleep Therapy Business | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Number of locations closed or sold | 5 |
Activity_in_Acquired_Accruals_
Activity in Acquired Accruals for Restructuring Charges Established for Lease Termination and Other Exit Costs (Detail) (USD $) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Jul. 22, 2013 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Beginning Balance | $78,235 | $475,570 | |
Adjustments | -172,685 | 102,761 | |
Cash Payments | -224,650 | -70,575 | |
Ending Balance | 78,235 | 110,421 | 475,570 |
Lease Termination Costs | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Beginning Balance | 78,235 | 335,028 | |
Adjustments | -172,685 | 102,761 | |
Cash Payments | -84,108 | -70,575 | |
Ending Balance | 78,235 | 110,421 | 335,028 |
Other Exit Costs | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Beginning Balance | 140,542 | ||
Cash Payments | -140,542 | ||
Ending Balance | $140,542 |
Operating_Results_and_Balance_
Operating Results and Balance Sheet Items of Discontinued Operations (Detail) (USD $) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations And Disposal Groups [Abstract] | |||
Revenue | $877,362 | $123,728 | |
Loss before taxes | -1,353,609 | -576,535 | |
Income tax benefit | 514,371 | 219,083 | 514,371 |
Loss from discontinued operations, net of tax | -839,238 | -357,452 | -839,238 |
Cash and cash equivalents | 49,252 | 8,148 | 49,252 |
Accounts receivable, net of allowances | 222,943 | 222,943 | |
Inventories | 1,893 | 1,893 | |
Other current assets | 244,541 | 334,293 | 244,541 |
Total current assets | 518,629 | 342,441 | 518,629 |
Fixed assets, net | 426,228 | 165,285 | 426,228 |
Other assets | 150,000 | 150,000 | |
Total non-current assets | 576,228 | 165,285 | 576,228 |
Total assets | 1,094,857 | 507,726 | 1,094,857 |
Payables and accrued liabilities | 1,557,771 | 839,791 | 1,557,771 |
Short-term debt | 3,994,932 | 3,994,932 | |
Current portion of long-term debt | 67,994 | 67,994 | |
Total current liabilities | 5,620,697 | 839,791 | 5,620,697 |
Long-term debt, net of current portion | 9,969 | 9,969 | |
Total liabilities | $5,630,666 | $839,791 | $5,630,666 |
Schedule_of_Borrowings_and_Cap
Schedule of Borrowings and Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Short-term debt | $456,784 | $5,664,827 |
Long-term debt | 29,760,767 | 17,950,911 |
Less: Current portion of long term debt | -5,023,048 | -7,919,179 |
Long term debt | 24,737,719 | 10,031,732 |
Discontinued Operations | ||
Debt Instrument [Line Items] | ||
Long-term debt | 78,112 | |
Less: Current portion of long term debt | -68,143 | |
Long term debt | 9,969 | |
Discontinued Operations | Arvest bank | ||
Debt Instrument [Line Items] | ||
Short-term debt | 3,994,932 | |
Discontinued Operations | Sleep center notes payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | 28,723 | |
Discontinued Operations | Equipment capital leases | ||
Debt Instrument [Line Items] | ||
Long-term debt | $49,389 |
Summary_of_Equity_Investments_
Summary of Equity Investments and Ownership Interests (Detail) | Dec. 31, 2014 | Dec. 31, 2013 |
Grayson County Physicians Property LLC | Sherman TX | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
Houston Orthopedic Hospital LLC | Houston TX | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
Foundation Surgery Affiliate of Nacogdoches LLP | Nacogdoches TX | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 13.00% | 13.00% |
Kirby Glen Surgery Center | Houston TX | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Park Ten Surgery Center | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Foundation Surgery Affiliate of Middleburg Heights LLC | Middleburg Heights OH | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Foundation Surgery Affiliate of Huntingdon Valley LP | Huntingdon Valley PA | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
New Jersey Surgery Center LLC | Mercerville NJ | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Foundation Surgery Affiliate of Northwest Oklahoma City LLC | Oklahoma City OK | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
Metropolitan Medical Partners LLC ("Chevy Chase") | Chevy Chase MD | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 0.00% | 18.00% |
Cumberland Valley Surgery Center LLC | Hagerstown MD | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 32.00% | 32.00% |
Frederick Surgical Center LLC | Frederick MD | ||
Investments in and Advances to Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
Summary_of_Unaudited_Results_o
Summary of Unaudited Results of Operations and Financial Position of Equity Investments in Affiliates (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | ||
Net operating revenues | $93,657,544 | $186,777,871 |
Net income | 22,016,318 | 40,559,684 |
Current assets | 20,145,429 | 44,091,846 |
Noncurrent assets | 40,297,744 | 44,668,968 |
Total assets | 60,443,173 | 88,760,814 |
Current liabilities | 13,343,319 | 31,891,679 |
Noncurrent liabilities | 21,489,753 | 29,015,316 |
Total liabilities | 34,833,073 | 60,906,995 |
Members' equity | $25,610,100 | $27,853,819 |
Equity_Investments_in_Affiliat2
Equity Investments in Affiliates - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | |
Schedule Of Equity Method Investments [Line Items] | |||
Company's ownership interest in Chevy Chase, Value | $178,000 | $178,000 | |
Impairment of equity investment in affiliate | $1,600,000 | $1,640,389 | |
Metropolitan Medical Partners LLC ("Chevy Chase") | Chevy Chase MD | |||
Schedule Of Equity Method Investments [Line Items] | |||
Company's ownership interest in Chevy Chase, percentage | 0.00% | 18.00% |
Summary_of_Property_and_Equipm
Summary of Property and Equipment Accompanying Consolidated Balance Sheets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $35,456,062 | $30,572,922 |
Accumulated depreciation | -21,990,872 | -18,498,936 |
Property and equipment, net | 13,465,190 | 12,073,986 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,813,790 | 21,799,376 |
Equipment under capital lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,874,259 | 4,477,231 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,703,013 | 2,231,315 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $2,065,000 | $2,065,000 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | ||
Depreciation Expense | $5,550,161 | $3,228,009 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Balance, beginning of year | $1,154,528 | $973,927 | |
Reverse acquisition | 21,864,781 | ||
Impairment charge | -21,900,000 | -21,864,781 | |
Finalization of valuation - Imaging Centers | -180,601 | ||
Balance, end of year | $973,927 | $973,927 |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Reverse acquisition | $21,864,781 |
Changes_in_Carrying_Amount_of_1
Changes in Carrying Amount of Intangible Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible asset carrying amount, beginning balance | $14,524,500 | $11,791,500 |
Intangible asset carrying amount, business acquisition | 2,733,000 | |
Intangible asset carrying amount, ending balance | 14,524,500 | 14,524,500 |
Intangible asset accumulated amortization, beginning balance | -3,385,879 | -1,520,642 |
Intangible asset, accumulated amortization | -2,058,226 | -1,865,237 |
Intangible asset accumulated amortization, ending balance | -5,444,105 | -3,385,879 |
Intangible asset beginning balance, net | 11,138,621 | 10,270,858 |
Intangible asset business acquisition, net | 2,733,000 | |
Intangible asset ending balance, net | $9,080,395 | $11,138,621 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite Lived Intangible Assets [Line Items] | |||
Carrying Value | $14,524,500 | $14,524,500 | $11,791,500 |
Accumulated Amortization | -5,444,105 | -3,385,879 | -1,520,642 |
Intangible assets, net | 9,080,395 | 11,138,621 | 10,270,858 |
Management Fee Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Carrying Value | 3,498,500 | ||
Accumulated Amortization | -2,169,907 | ||
Intangible assets, net | 1,328,593 | 1,763,463 | |
Non-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 5 years | ||
Carrying Value | 2,027,000 | ||
Accumulated Amortization | -849,667 | ||
Intangible assets, net | 1,177,333 | 1,583,256 | |
Physician memberships | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 7 years | ||
Carrying Value | 6,468,000 | ||
Accumulated Amortization | -2,002,000 | ||
Intangible assets, net | 4,466,000 | 5,390,000 | |
Trade Name | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 5 years | ||
Carrying Value | 381,000 | ||
Accumulated Amortization | -110,962 | ||
Intangible assets, net | 270,038 | 347,218 | |
Service Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 10 years | ||
Carrying Value | 2,150,000 | ||
Accumulated Amortization | -311,569 | ||
Intangible assets, net | $1,838,431 | $2,054,684 | |
Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 3 years | ||
Minimum | Management Fee Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 6 years | ||
Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 5 years | ||
Maximum | Management Fee Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 8 years |
Amortization_Expense_for_Next_
Amortization Expense for Next Five Years Related to Intangible Assets (Detail) (USD $) | Dec. 31, 2014 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2015 | $2,055,474 |
2016 | 2,055,474 |
2017 | 1,994,629 |
2018 | 1,226,387 |
2019 | 985,000 |
Thereafter | $763,431 |
Schedule_of_ShortTerm_Debt_Obl
Schedule of Short-Term Debt Obligations (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Short-term Debt [Line Items] | |||
Short-term debt | $456,784 | $5,664,827 | |
Note payable - Legacy | |||
Short-term Debt [Line Items] | |||
Short-term debt | 2,814,027 | ||
Note payable - S&H Leasing | |||
Short-term Debt [Line Items] | |||
Short-term debt | 1,865,600 | ||
Note payable - working capital | |||
Short-term Debt [Line Items] | |||
Short-term debt | 800,000 | ||
Insurance premium financings | |||
Short-term Debt [Line Items] | |||
Short-term debt | 456,784 | 101,135 | |
Debt instrument, effective interest rate, minimum | 3.90% | [1] | |
Debt instrument, effective interest rate, maximum | 4.90% | [1] | |
Note Payable Medicare Cost Report | |||
Short-term Debt [Line Items] | |||
Short-term debt | $84,065 | ||
[1] | Effective rate as of December 31, 2014 |
Borrowings_and_Capital_Lease_O2
Borrowings and Capital Lease Obligations - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | ||
Debt Instrument [Line Items] | ||||
Long-term debt | $29,760,767 | $17,950,911 | ||
Permitted merger or acquisition consideration amount | 1,000,000 | |||
Sale of assets, maximum limit | 100,000 | |||
Percentage of prepayment on excess cash flow | 30.00% | |||
Prepayment on excess cash flow | 533,884 | |||
Prepayment penalty percentage on term loan prior to first Anniversary | 2.00% | |||
Prepayment penalty percentage on term loan after first anniversary | 1.50% | |||
Prepayment penalty percentage on term loan after second anniversary | 1.00% | |||
Senior debt ratio | 176.00% | |||
Senior debt service coverage ratio | 207.00% | |||
Adjusted senior debt service coverage ratio | 141.00% | |||
Restriction on indebtedness in trade payable, maximum | 500,000 | |||
Restriction on indebtedness in unsecured debt, maximum | 100,000 | |||
Amount of judgment triggering default | 150,000 | |||
Debt default, description | In addition to the general defaults of failure to perform our obligations under the Loan Agreement, events of default also include the occurrence of a change in control, as defined, and the loss of our Medicare or Medicaid certification, collateral casualties, entry of a judgment of $150,000 or more, failure of first liens on collateral and the termination of any of our management agreements that represent more than 10% of our management fees for the preceding 18 month period. In the event of a monetary default, all of our obligations due under the SNB Credit Facility shall become immediately due and payable. In the event of a non-monetary default, we have 10 days or in some cases three days to cure before bankSNB has the right to declare our obligations due under the SNB Credit Facility immediately due and payable. | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 27,500,000 | |||
Debt instrument maturity date | 30-Jun-21 | |||
Debt instrument applicable margin | 4.25% | |||
Term Loan | First Four Quarterly Payments | ||||
Debt Instrument [Line Items] | ||||
Quarterly principal payment | 875,000 | |||
Term Loan | Subsequent Quarterly Payments | ||||
Debt Instrument [Line Items] | ||||
Quarterly principal payment | 1,000,000 | |||
Revolving Loan | ||||
Debt Instrument [Line Items] | ||||
Line of credit collateralized | 2,500,000 | |||
Debt instrument maturity date | 30-Jun-16 | |||
Debt instrument applicable margin | 3.75% | |||
Insurance premium financings | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, effective interest rate, minimum | 3.90% | [1] | ||
Debt instrument, effective interest rate, maximum | 4.90% | [1] | ||
Monthly principal and interest payment | $154,064 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Senior debt service coverage ratio | 130.00% | |||
Adjusted senior debt service coverage ratio | 105.00% | |||
Minimum | Insurance premium financings | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity month and year | 2015-01 | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Senior debt ratio | 300.00% | |||
Maximum | Insurance premium financings | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity month and year | 2015-10 | |||
[1] | Effective rate as of December 31, 2014 |
Schedule_of_LongTerm_Debt_and_
Schedule of Long-Term Debt and Capital Lease Obligations (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Long Term Debt [Line Items] | |||
Long-term debt | $29,760,767 | $17,950,911 | |
Less: Current portion of long term debt | -5,023,048 | -7,919,179 | |
Long-term debt, net of current portion | 24,737,719 | 10,031,732 | |
Capital lease obligations | |||
Long Term Debt [Line Items] | |||
Debt instrument, effective interest rate, minimum | 5.50% | [1] | |
Debt instrument, effective interest rate, maximum | 10.70% | [1] | |
Long-term debt | 4,010,767 | 2,477,985 | |
Capital lease obligations | Minimum | |||
Long Term Debt [Line Items] | |||
Debt instrument maturity date | 2015-02 | ||
Capital lease obligations | Maximum | |||
Long Term Debt [Line Items] | |||
Debt instrument maturity date | 2020-12 | ||
Senior Lender | Note Payable | |||
Long Term Debt [Line Items] | |||
Debt instrument, effective interest rate | 4.40% | [1] | |
Debt instrument maturity date | 2021-07 | ||
Long-term debt | 25,750,000 | ||
Other Lenders | Line of credit | |||
Long Term Debt [Line Items] | |||
Long-term debt | 896,000 | ||
Other Lenders | Note payable - working capital | |||
Long Term Debt [Line Items] | |||
Long-term debt | 3,715,088 | ||
Other Lenders | Note payable - equity investments | |||
Long Term Debt [Line Items] | |||
Long-term debt | 3,270,427 | ||
Other Lenders | Note payable - management agreements | |||
Long Term Debt [Line Items] | |||
Long-term debt | 640,466 | ||
Other Lenders | Note payable - assumption | |||
Long Term Debt [Line Items] | |||
Long-term debt | 146,857 | ||
Other Lenders | Note payable - preferred interest redemption | |||
Long Term Debt [Line Items] | |||
Long-term debt | 5,100,000 | ||
Other Lenders | Notes payable - settlements | |||
Long Term Debt [Line Items] | |||
Long-term debt | 1,189,725 | ||
Other Lenders | Notes payable - THE | |||
Long Term Debt [Line Items] | |||
Long-term debt | 311,149 | ||
Other Lenders | Notes payable - physician partners | |||
Long Term Debt [Line Items] | |||
Long-term debt | 103,604 | ||
Other Lenders | Notes payable - acquisition | |||
Long Term Debt [Line Items] | |||
Long-term debt | $99,610 | ||
[1] | Effective rate as of December 31, 2014 |
Schedule_of_Applicable_Margins
Schedule of Applicable Margins Rate (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Instrument [Line Items] | |
Senior debt ratio | 176.00% |
Maximum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 300.00% |
Senior Debt Ratio, >=5x | Minimum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 250.00% |
Senior Debt Ratio, 2.5x, but >=.0x | Minimum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 200.00% |
Senior Debt Ratio, 2.5x, but >=.0x | Maximum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 250.00% |
Senior Debt Ratio, 2.0 x | Maximum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 200.00% |
Revolving Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.75% |
Revolving Loan | Senior Debt Ratio, >=5x | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.75% |
Revolving Loan | Senior Debt Ratio, 2.5x, but >=.0x | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.25% |
Revolving Loan | Senior Debt Ratio, 2.0 x | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 2.75% |
Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 4.25% |
Term Loan | Senior Debt Ratio, >=5x | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 4.25% |
Term Loan | Senior Debt Ratio, 2.5x, but >=.0x | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.75% |
Term Loan | Senior Debt Ratio, 2.0 x | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.25% |
Future_Maturities_LongTerm_Deb
Future Maturities Long-Term Debt (Detail) (USD $) | Dec. 31, 2014 |
Maturities Of Long Term Debt [Abstract] | |
2015 | $5,023,048 |
2016 | 4,781,929 |
2017 | 4,613,541 |
2018 | 4,604,681 |
2019 | 4,625,161 |
Thereafter | $6,112,407 |
Preferred_Noncontrolling_Inter1
Preferred Noncontrolling Interests - Additional Information (Detail) (USD $) | 12 Months Ended | 4 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Mar. 13, 2013 | Oct. 31, 2013 | Jul. 22, 2013 | Dec. 31, 2014 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Common stock value | $1,638 | $1,726 | |||||
Amount of unreturned capital contribution and undistributed preferred distributions | 10,000 | ||||||
Conversion price per share | $20 | ||||||
Outstanding preferred membership interest | 8,700,000 | 11,072,465 | 8,700,000 | ||||
Preferred member interest, annual cash dividends rate | 11.50% | ||||||
Business acquisition total consideration paid | 2,339,905 | ||||||
Common Stock | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Total consideration | 435,000 | 435,000 | |||||
Number of shares sold | 87,000 | 87,000 | |||||
Foundation Health Enterprises LLC | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Offering cost | 100,000 | 100,000 | 100,000 | ||||
Number offering units | 5 | ||||||
Common stock issued | 1,000 | 1,000 | |||||
Common stock value | 5,000 | 5,000 | 5,000 | ||||
Total consideration | 8,700,000 | ||||||
Sale of units | 87 | 87 | |||||
Cumulative preferred annual return | 9.00% | ||||||
Foundation Health Enterprises LLC | Class B member interests | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Offering cost | 105,000 | 105,000 | 105,000 | ||||
Number offering units | 152 | 87 | |||||
Foundation Health Enterprises LLC | Private placement | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Offering cost | 9,135,000 | 15,960,000 | 9,135,000 | ||||
Tyche | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Cash paid as a part of consideration | 11,102,372 | ||||||
Promissory notes issued as a part of consideration | 2,339,905 | ||||||
Business acquisition total consideration paid | $13,442,277 | ||||||
Tyche | Five year warrants | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Warrants issued for purchase of common stock, units | 193,750 | ||||||
Warrants issued for purchase of common stock, exercise price | $10 | ||||||
Tyche | Seven and one-half year warrants | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Warrants issued for purchase of common stock, units | 351,620 | ||||||
Warrants issued for purchase of common stock, exercise price | $13.50 | ||||||
Tyche | Ten year warrants | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Warrants issued for purchase of common stock, units | 229,630 | ||||||
Warrants issued for purchase of common stock, exercise price | $16 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Deferred rent | $3,930,325 | $6,648,369 |
Rental expense net of sublease income for operating leases | 9,933,563 | 7,112,362 |
Current and long-term deferred lease incentives | 9,555,581 | 5,563,984 |
Self Insurance Reserves | $560,851 |
Summary_of_Future_Minimum_Leas
Summary of Future Minimum Lease Payments under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $11,675,379 |
2016 | 11,760,275 |
2017 | 11,826,286 |
2018 | 11,737,775 |
2019 | 11,431,044 |
Thereafter | 84,661,254 |
Less: Sublease income | -3,457,542 |
Total | $139,634,471 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 22, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | |||
Provision for income taxes | $0 | ($851,788) | $3,777,113 |
Federal and state effective tax rate | 38.00% | -42.00% | -36.00% |
Operating loss carryforwards limitations on use | Due to the change of control resulting from the Foundation reverse acquisition, the Company will not be able to utilize the loss carryforwards. | ||
Minimum | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, net | $30,000,000 | ||
Tax Year 2008 | |||
Income Taxes [Line Items] | |||
Earliest tax year subject to examination | 2008 | ||
Tax Year 2009 | |||
Income Taxes [Line Items] | |||
Earliest tax year subject to examination | 2009 | ||
Tax Year 2011 | |||
Income Taxes [Line Items] | |||
Earliest tax year subject to examination | 2011 |
Income_Tax_Provision_Detail
Income Tax Provision (Detail) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | |
Jul. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Current (provision) benefit | ($302,464) | ($4,078,826) | ||
Deferred benefit | 1,619,321 | 378,781 | ||
Increase in valuation allowance | -465,069 | -77,068 | ||
Total (provision) benefit | 0 | 851,788 | -3,777,113 | |
Tax benefit, discontinued operations | $514,371 | $219,083 | $514,371 |
Deferred_Income_Tax_Assets_and
Deferred Income Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax assets: | ||
Accounts receivable | $4,512 | $135,983 |
Accounts payable | 712,683 | 1,131,070 |
Accrued liabilities | 260,655 | 338,901 |
Deferred rent and lease incentives | 3,856,114 | 2,353,514 |
Stock compensation | 202,453 | |
Other assets | 54,836 | 54,836 |
Total deferred tax assets | 4,888,800 | 4,216,757 |
Valuation allowance | -779,358 | -314,289 |
Net deferred tax assets | 4,109,442 | 3,902,468 |
Deferred income tax liabilities: | ||
Fixed assets | -1,267,740 | -1,158,897 |
Intangible assets | -1,103,847 | -1,725,099 |
Equity investments in affiliates | -861,869 | -1,330,295 |
Prepaid and other current assets | -207,976 | -174,419 |
Total deferred tax liabilities | -3,441,432 | -4,388,710 |
Net deferred tax asset (liability) | $668,010 | ($486,242) |
Balance_Sheet_Classification_o
Balance Sheet Classification of Deferred Income Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Current | $775,248 | $2,118,637 |
Long-term | -107,238 | -2,604,879 |
Net deferred tax asset (liability) | $668,010 | ($486,242) |
Change_in_Valuation_Allowance_
Change in Valuation Allowance on Deferred Tax Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets Net Of Valuation Allowance [Abstract] | ||
Beginning valuation allowance | $314,289 | |
Reverse acquisition | 237,221 | |
Change in valuation allowance | 465,069 | 77,068 |
Ending valuation allowance | $779,358 | $314,289 |
Effective_Income_Tax_Rate_Deta
Effective Income Tax Rate (Detail) | 0 Months Ended | 12 Months Ended | |
Jul. 22, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 34.00% | 34.00% | |
State | 4.00% | 4.00% | |
Adjustment to prior year accrual | -23.00% | ||
Permanent and other adjustments | -10.00% | ||
Changes in valuation allowances | 23.00% | -1.00% | |
Noncontrolling | -72.00% | 16.00% | |
Impairment of goodwill | -79.00% | ||
Impairment of investment | -6.00% | ||
Other | 2.00% | -4.00% | |
Effective income tax rate | 38.00% | -42.00% | -36.00% |
Capital_Structure_Additional_I
Capital Structure - Additional Information (Detail) (USD $) | 12 Months Ended | 4 Months Ended | 0 Months Ended | ||
Dec. 31, 2013 | Oct. 31, 2013 | 12-May-14 | Jan. 08, 2015 | Dec. 31, 2014 | |
Equity Note [Line Items] | |||||
Common stock, shares outstanding | 16,383,489 | 17,263,842 | |||
Common stock shares issued for liabilities owed to professional service providers | 24,700 | ||||
Common stock value for liabilities owed to professional service providers | $108,537 | ||||
Common Stock | |||||
Equity Note [Line Items] | |||||
Total consideration | 435,000 | 435,000 | |||
Number of shares sold | 87,000 | 87,000 | |||
Common stock price per share | $5 | ||||
Common stock shares issued for liabilities owed to professional service providers | 24,700 | ||||
Common stock value for liabilities owed to professional service providers | $2 | ||||
Maximum | |||||
Equity Note [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.33 | ||||
Minimum | |||||
Equity Note [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 | ||||
Subsequent Event | |||||
Equity Note [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 | ||||
Common stock, shares outstanding | 17,263,842 | ||||
Before Reverse Stock Split | |||||
Equity Note [Line Items] | |||||
Common stock, shares outstanding | 172,638,414 |
Stock_Options_Grants_and_Warra2
Stock Options, Grants and Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 22, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock authorized and reserved under incentive plan | 2,000,000 | |||
Option issued | 60,000 | |||
Fair value of option | $120,000 | |||
Compensation expense related to stock options | 48,000 | 145,000 | ||
Warrant exercise price | $12.40 | $14 | ||
Shares, Granted | 971,755 | 23,000 | ||
Fair value of tyche warrants | 936,000 | 936,000 | ||
Options and warrants outstanding, intrinsic value | 0 | |||
Options and warrants exercisable, intrinsic value | 0 | |||
Employee and Director | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, restricted stock units issued | 971,755 | 230,000 | ||
Share based compensation arrangement by share based payment award fair value of restricted stock units released | 3,518,000 | 113,000 | ||
Compensation expense recognized in period for restricted stock awards | 1,337,000 | 130,000 | ||
Employee service share based compensation unrecognized compensation costs on restricted stock awards | $2,290,000 | $165,000 | ||
Tyche | Five year warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants issued for purchase of common stock, units | 193,750 | |||
Warrants issued for purchase of common stock, exercise price | $10 | |||
Tyche | Seven and one-half year warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants issued for purchase of common stock, units | 351,620 | |||
Warrants issued for purchase of common stock, exercise price | $13.50 | |||
Tyche | Ten year warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants issued for purchase of common stock, units | 229,630 | |||
Warrants issued for purchase of common stock, exercise price | $16 | |||
Warrant | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Granted | 91,365 | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrant exercise price | $15 |
Assumptions_used_to_Value_Opti
Assumptions used to Value Option and Warrant Grants (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 2 years 6 months | |
Volatility | 58.00% | |
Risk free interest rate | 0.35% | |
Dividend yield | 0.00% | 0.00% |
Volatility, minimum | 73.00% | |
Risk free interest rate, minimum | 0.46% | |
Volatility, maximum | 76.00% | |
Risk free interest rate, maximum | 1.32% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 2 years 6 months | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 5 years |
Information_with_Respect_to_St
Information with Respect to Stock Options and Warrants Outstanding (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options and Warrants | ||
Number of options and warrants | ||
Outstanding, ending balance | 1,605,956 | 1,836,106 |
Weighted average exercise price, options and warrants | ||
Weighted average exercise price, outstanding ending balance | $12.50 | $12.91 |
Options and warrants outstanding, shares | 1,605,956 | |
Options and warrants exercisable, Shares | 1,585,796 | |
Stock Options and Warrants | Less than $5.00 | ||
Weighted average exercise price, options and warrants | ||
Option and warrants, exercise price range, upper range limit | $5 | |
Options and warrants outstanding, shares | 102,000 | |
Options and warrants outstanding, average remaining life (years) | 4 years 7 months 6 days | |
Options and warrants outstanding, average exercise price | $4.59 | |
Options and warrants exercisable, Shares | 82,000 | |
Options and warrants exercisable, average exercise price | $4.66 | |
Stock Options and Warrants | $5.01 to $10.00 | ||
Weighted average exercise price, options and warrants | ||
Option and warrants, exercise price range, lower range limit | $5.01 | |
Option and warrants, exercise price range, upper range limit | $10 | |
Options and warrants outstanding, shares | 193,750 | |
Options and warrants outstanding, average remaining life (years) | 3 years 7 months 6 days | |
Options and warrants outstanding, average exercise price | $10 | |
Options and warrants exercisable, Shares | 193,750 | |
Options and warrants exercisable, average exercise price | $10 | |
Stock Options and Warrants | Greater than $10.00 | ||
Weighted average exercise price, options and warrants | ||
Option and warrants, exercise price range, lower range limit | $10 | |
Options and warrants outstanding, shares | 1,310,206 | |
Options and warrants outstanding, average remaining life (years) | 3 years 10 months 24 days | |
Options and warrants outstanding, average exercise price | $13.48 | |
Options and warrants exercisable, Shares | 1,310,046 | |
Options and warrants exercisable, average exercise price | $13.48 | |
Warrant | ||
Number of options and warrants | ||
Reverse acquisition | 857,242 | |
Granted | 1,500 | 866,364 |
Forfeited | -229,650 | |
Weighted average exercise price, options and warrants | ||
Weighted average exercise price, Reverse acquisition | $15.40 | |
Weighted average exercise price, Granted | $5 | $13.26 |
Weighted average exercise price, Forfeited | $15.82 | |
Stock Option | ||
Number of options and warrants | ||
Reverse acquisition | 56,250 | |
Granted | 60,000 | |
Forfeited | -2,000 | -3,750 |
Weighted average exercise price, options and warrants | ||
Weighted average exercise price, Reverse acquisition | $13.30 | |
Weighted average exercise price, Granted | $4.30 | |
Weighted average exercise price, Forfeited | $12.50 | $40 |
Information_with_respect_to_Re
Information with respect to Restricted Stock Awards (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | ||
Shares, Beginning balance | 26,000 | |
Shares, Reverse acquisition | 4,375 | |
Shares, Granted | 971,755 | 23,000 |
Shares, Vested | -212,415 | -1,375 |
Shares, Forfeited | -3,000 | |
Shares, Ending balance | 782,340 | 26,000 |
Weighted average grant date fair value | ||
Weighted average grant date fair value, Beginning Balance | $4.70 | |
Weighted average grant date fair value, Reverse acquisition | $11.11 | |
Weighted average grant date fair value, Granted | $3.62 | $4.90 |
Weighted average grant date fair value, Vested | $3.71 | $28.80 |
Weighted average grant date fair value, Forfeited | $4.90 | |
Weighted average grant date fair value, Ending Balance | $3.62 | $4.70 |
Gains_and_Other_Item_Additiona
Gains and Other Item - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Aug. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Gain and Other Item [Line Items] | |||
Total gain on El Paso Real Estate Transaction | $11,100,000 | $11,069,839 | |
Total consideration for Assignment Agreement with DOC | 40,000,000 | ||
Estimated excess value of assets compared to consideration paid | 4,027,562 | ||
Amount of certain liabilities forgiven | 7,108,562 | 7,108,562 | |
Annual rental payments | 9,933,563 | 7,112,362 | |
Legal and Closing Expenses | |||
Gain and Other Item [Line Items] | |||
Amount paid for certain legal and closing expenses | 69,894 | ||
Capital lease obligations | |||
Gain and Other Item [Line Items] | |||
Amount of certain liabilities forgiven | 714,824 | ||
Accrued and unpaid interest | |||
Gain and Other Item [Line Items] | |||
Amount of certain liabilities forgiven | 467,132 | ||
Unpaid past due rent | |||
Gain and Other Item [Line Items] | |||
Amount of certain liabilities forgiven | 2,767,905 | ||
Other accrued liabilities | |||
Gain and Other Item [Line Items] | |||
Amount of certain liabilities forgiven | 3,158,701 | ||
Seller | |||
Gain and Other Item [Line Items] | |||
Purchase price of the property purchased under the agreement | 39,066,428 | ||
DOC FSH El Paso Medical Center, LLC | |||
Gain and Other Item [Line Items] | |||
Amount retained by DOC as a security deposit | 400,000 | ||
Hs Reit | |||
Gain and Other Item [Line Items] | |||
Amount paid to the company | 463,678 | ||
OKC MOB Assignment Agreement | |||
Gain and Other Item [Line Items] | |||
Total consideration for Assignment Agreement with DOC | 15,509,500 | ||
Amount paid to the company | 4,885,328 | ||
Amount paid for certain legal and closing expenses | 35,937 | ||
Area of building purchased under agreement | 52,000 | ||
FMC | |||
Gain and Other Item [Line Items] | |||
Purchase price of the property purchased under the agreement | 10,588,235 | ||
OKC DOC | |||
Gain and Other Item [Line Items] | |||
Sales lease back, terms | 10 years | ||
Annual rental payments | 1,248,000 | ||
Percentage of annual lease escalations | 2.00% | ||
Income on underlying sub-lease | $900,000 |
Summary_of_Gain_on_Forgiveness
Summary of Gain on Forgiveness of Debt and Gain on Sale Leaseback of Real Estate (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Aug. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Income (Expense): | |||
Gain on forgiveness of debt | $7,108,562 | ||
Gain on sale-leaseback of real estate | 3,961,277 | 3,961,277 | |
Total gain on El Paso Real Estate Transaction | $11,100,000 | $11,069,839 |
Real_Estate_Transaction_Additi
Real Estate Transaction - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2014 | |
Real Estate Properties [Line Items] | |||
Annual rental payments | $9,933,563 | $7,112,362 | |
San Antonio Texas | |||
Real Estate Properties [Line Items] | |||
Operating Leases, Term of Contract | 15 years | ||
Annual rental payments | 2,300,000 | ||
Percentage of annual lease escalations | 3.00% | ||
Income on underlying sub-lease | 2,100,000 | ||
Cash received | $4,100,000 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | |||
Goodwill impairment charge | $21,900,000 | $21,864,781 | |
Fair Value, Measurements, Nonrecurring | |||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | |||
Assets | $0 |
Fair_Value_Measurements_for_As
Fair Value Measurements for Assets Measured at Fair Value on Nonrecurring Basis (Detail) (Fair Value, Measurements, Nonrecurring, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
Assets | $0 | |
Fair Value Measured on Nonrecurring Basis Gains (Losses), Total | -17,906,659 | |
El Paso | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
El Paso Real Estate Transaction | 3,024,550 | |
Fair Value Measured on Nonrecurring Basis Gains (Losses), Total | 3,958,122 | |
Foundation | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
Assets | 7,475,459 | |
Liabilities | -15,401,366 | |
Fair Value Measured on Nonrecurring Basis Gains (Losses), Total | -21,864,781 | |
Significant Other Observable Inputs (Level 2) | El Paso | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
El Paso Real Estate Transaction | 2,573,633 | |
Significant Unobservable Inputs (Level 3) | El Paso | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
El Paso Real Estate Transaction | 450,917 | |
Significant Unobservable Inputs (Level 3) | Foundation | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
Assets | 7,475,459 | |
Liabilities | ($15,401,366) |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Mar. 13, 2013 | Oct. 31, 2013 | Jun. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 22, 2013 | Dec. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Related party deposit | $400,000 | |||||||
Common stock, shares issued | 16,383,489 | 17,263,842 | 16,383,489 | |||||
Common stock value | 1,638 | 1,726 | 1,638 | |||||
Total rental expense | 211,787 | |||||||
Obligations owed to FHA and other affiliates | 1,400,000 | 1,400,000 | 1,400,000 | |||||
Foundation Health Enterprises LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock value | 5,000 | 5,000 | ||||||
Offering cost | 100,000 | 100,000 | ||||||
Number offering units | 5 | |||||||
Common stock issued | 1,000 | 1,000 | ||||||
Foundation Health Enterprises LLC | Class B member interests | ||||||||
Related Party Transaction [Line Items] | ||||||||
Offering cost | 105,000 | 105,000 | ||||||
Number offering units | 152 | 87 | ||||||
Foundation Health Enterprises LLC | Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Offering cost | 525,000 | |||||||
Foundation Health Enterprises LLC | Private placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Offering cost | 15,960,000 | 9,135,000 | ||||||
Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fee Percentages range | 2.25% | |||||||
Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fee Percentages range | 6.00% | |||||||
New Sleep Lab International, Ltd. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Income on underlying sub-lease | 8,767 | |||||||
Sublease expiration date | 30-Nov-18 | |||||||
Lease expense | 60,300 | |||||||
Valliance Bank | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable | 5,900,000 | 5,900,000 | ||||||
Shareholders And Affiliates | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rates on the notes | 5.00% | |||||||
Shareholders And Affiliates | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rates on the notes | 10.00% | |||||||
City Place | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease expense | 145,945 | 57,000 | ||||||
Lease agreement monthly rent description | The Company pays monthly rent of $17,970 until June 30, 2014; $0.00 from July 1, 2014 to January 31, 2015 and $17,970 from February 1, 2015 to March 31, 2017 plus additional payments for allocable basic expenses of City Place | |||||||
Lease expiration date | 31-Mar-17 | |||||||
Roy T. Oliver | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership in shareholders and affiliates | 5.00% | |||||||
Common stock, shares issued | 1,797,030 | |||||||
Common stock value | $8,136,390 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2015 |
Foundation Surgery Affiliate of Northwest Oklahoma City LLC | Oklahoma City OK | |||
Subsequent Event [Line Items] | |||
Equity investments, ownership interest | 20.00% | 20.00% | |
Subsequent Event | Summit Medical Center L L C | |||
Subsequent Event [Line Items] | |||
Cost method investment ownership percentage | 8.00% | ||
Subsequent Event | Foundation Surgery Affiliate of Northwest Oklahoma City LLC | Oklahoma City OK | |||
Subsequent Event [Line Items] | |||
Equity investments, ownership interest | 20.00% | ||
Subsequent Event | Foundation Surgery Affiliate of Northwest Oklahoma City LLC | Oklahoma City OK | Summit Medical Center L L C | |||
Subsequent Event [Line Items] | |||
Percentage of ownership exchanged through assets other than cash and accounts receivable | 40.00% |