Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FDNH | |
Entity Registrant Name | FOUNDATION HEALTHCARE, INC. | |
Entity Central Index Key | 1272597 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,248,154 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $3,539,552 | $2,860,025 |
Accounts receivable, net of allowances for doubtful accounts of $774,973 and $1,741,571, respectively | 18,688,391 | 18,971,435 |
Receivables from affiliates | 1,166,454 | 1,157,184 |
Supplies inventories | 1,990,426 | 1,863,175 |
Prepaid and other current assets | 4,083,908 | 4,487,873 |
Current assets from discontinued operations | 300,851 | 342,441 |
Total current assets | 29,769,582 | 29,682,133 |
Property and equipment, net | 12,782,012 | 13,465,190 |
Equity method investments in affiliates | 5,389,577 | 5,722,130 |
Intangible assets, net | 8,565,839 | 9,080,395 |
Goodwill | 973,927 | 973,927 |
Other assets | 553,434 | 437,809 |
Other assets from discontinued operations | 100,475 | 165,285 |
Total assets | 58,134,846 | 59,526,869 |
Liabilities: | ||
Accounts payable | 10,476,627 | 10,364,160 |
Accrued liabilities | 9,065,072 | 10,223,388 |
Preferred noncontrolling interests dividends payable | 193,068 | 195,212 |
Short-term debt | 1,910,766 | 456,784 |
Current portion of long-term debt | 5,158,510 | 5,023,048 |
Other current liabilities | 1,022,771 | 1,052,543 |
Current liabilities from discontinued operations | 780,844 | 839,791 |
Total current liabilities | 28,607,658 | 28,154,926 |
Long-term debt, net of current portion | 23,546,342 | 24,737,719 |
Deferred lease incentive | 8,375,126 | 8,608,716 |
Deferred tax liability | 107,238 | 107,238 |
Other liabilities | 5,654,318 | 5,317,075 |
Total liabilities | 66,290,682 | 66,925,674 |
Preferred noncontrolling interest | 8,700,000 | 8,700,000 |
Commitments and contingencies (Note 8) | ||
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; 17,248,154 and 17,263,842 issued and outstanding, respectively | 1,724 | 1,726 |
Paid-in capital | 19,440,223 | 19,321,267 |
Accumulated deficit | -38,596,907 | -37,265,044 |
Total Foundation Healthcare shareholders’ deficit | -19,154,960 | -17,942,051 |
Noncontrolling interests | 2,299,124 | 1,843,246 |
Total deficit | -16,855,836 | -16,098,805 |
Total liabilities, preferred noncontrolling interest and shareholders’ deficit | $58,134,846 | $59,526,869 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances for doubtful accounts | $774,973 | $1,741,571 |
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 | 17,248,154 | 17,263,842 |
Common stock, shares outstanding | 17,248,154 | 17,263,842 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Net Revenues: | ||
Patient services | $27,937,898 | $19,513,483 |
Provision for doubtful accounts | -421,024 | -361,517 |
Net patient services revenue | 27,516,874 | 19,151,966 |
Management fees from affiliates | 1,249,322 | 1,269,306 |
Other revenue | 775,954 | 1,118,326 |
Revenues | 29,542,150 | 21,539,598 |
Equity in earnings of affiliates | 411,399 | 527,083 |
Operating Expenses: | ||
Salaries and benefits | 7,739,863 | 7,977,419 |
Supplies | 6,069,661 | 4,941,370 |
Other operating expenses | 14,083,477 | 9,042,701 |
Depreciation and amortization | 1,381,507 | 1,466,268 |
Total operating expenses | 29,274,508 | 23,427,758 |
Other Income (Expense): | ||
Interest expense, net | -326,066 | -496,121 |
Other income | 17,349 | |
Net other (expense) | -308,717 | -496,121 |
Income (loss) from continuing operations, before taxes | 370,324 | -1,857,198 |
Benefit for income taxes | 852,005 | |
Income (loss) from continuing operations, net of taxes | 370,324 | -1,005,193 |
Loss from discontinued operations, net of tax | -86,078 | -312,323 |
Net income (loss) | 284,246 | -1,317,516 |
Less: Net income attributable to noncontrolling interests | 1,420,894 | 384,921 |
Net loss attributable to Foundation Healthcare | -1,136,648 | -1,702,437 |
Preferred noncontrolling interests dividends | -195,215 | -193,069 |
Net loss attributable to Foundation Healthcare common stock | ($1,331,863) | ($1,895,506) |
Earnings per common share (basic and diluted): | ||
Net loss attributable to continuing operations attributable to Foundation Healthcare common stock | ($0.07) | ($0.09) |
Loss from discontinued operations, net of tax | $0 | ($0.02) |
Net loss per share, attributable to Foundation Healthcare common stock | ($0.07) | ($0.11) |
Weighted average number of common and diluted shares outstanding | 17,256,347 | 16,732,952 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net income (loss) | $284,246 | ($1,317,516) |
Less: Loss from discontinued operations, net of tax | -86,078 | -312,323 |
Income (loss) from continuing operations | 370,324 | -1,005,193 |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 1,381,507 | 1,466,268 |
Stock-based compensation, net of cashless vesting | 118,954 | 518,145 |
Provision for doubtful accounts | 421,024 | 361,517 |
Equity in earnings of affiliates | -411,399 | -527,083 |
Changes in assets and liabilities: | ||
Accounts receivable, net of provision for doubtful accounts | -137,980 | -261,174 |
Receivables from affiliates | -9,270 | -6,985 |
Supplies inventories | -127,251 | -9,728 |
Prepaid and other current assets | 403,965 | -503,036 |
Other assets | -115,625 | 17,814 |
Accounts payable | 112,451 | -1,021,699 |
Accrued liabilities | -1,158,316 | 1,034,006 |
Other current liabilities | -29,772 | -1,359,959 |
Other liabilities | 103,653 | 2,856,826 |
Net cash provided by operating activities from continuing operations | 922,265 | 1,559,719 |
Net cash (used in) provided by operating activities from discontinued operations | -38,625 | 76,726 |
Net cash provided by operating activities | 883,640 | 1,636,445 |
Investing activities: | ||
Purchase of property and equipment | -282,187 | -358,112 |
Disposal of property and equipment | 98,414 | |
Distributions from affiliates | 743,952 | 625,296 |
Net cash provided by investing activities | 560,179 | 267,184 |
Financing activities: | ||
Debt proceeds | 1,750,391 | 767,923 |
Debt payments | -1,352,324 | -1,618,869 |
Preferred noncontrolling interests dividend | -197,359 | -266,602 |
Distributions to noncontrolling interests | -965,000 | -910,128 |
Net cash used in financing activities from continuing operations | -764,292 | -2,027,676 |
Net cash used in financing activities from discontinued operations | -129,287 | |
Net cash used in financing activities | -764,292 | -2,156,963 |
Net change in cash and cash equivalents | 679,527 | -253,334 |
Cash and cash equivalents at beginning of period | 2,860,025 | 4,212,076 |
Cash and cash equivalents at end of period | 3,539,552 | 3,958,742 |
Cash Paid for Interest and Income Taxes: | ||
Interest expense | 534,000 | 504,509 |
Interest expense, discontinued operations | 62,234 | |
Income taxes, continuing operations | $1,950,000 |
Nature_of_Business
Nature of Business | 3 Months Ended |
Mar. 31, 2015 | |
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. The Company also owns noncontrolling interests in ambulatory surgery centers (“ASCs”) located in Texas, Oklahoma, 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 | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation |
Going Concern and Management’s Plan – As of March 31, 2015, the Company had an accumulated deficit of $38.6 million and a working capital deficit of $0.6 million (adjusted for redemption payments of $1.7 million payable to preferred noncontrolling interest holders in 2015). During the three months ended March 31, 2015, the Company generated a net loss attributable to Foundation Healthcare common stock of $1.3 million and generated $0.9 million in cash flow from operating activities from continuing operations. As of March 31, 2015, the Company had cash and cash equivalents of $3.5 million and have access to $1.0 million under 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 the Company’s 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 the Company 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 the Company 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, the Company 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 the Company 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 the Company’s cash requirements over the next 12 months. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s 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 its amended and restated certificate of incorporation to effect a reverse split of its 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 its 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 its common stock, or the Reverse Split. The board of directors considered a ratio that would allow the Company to have a number of outstanding shares to have a sufficient trading volume while considering stock price that would be consistent with the Company’s intention to eventually uplist of its 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 | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Accounting Policies [Abstract] | ||||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies | |||
For a complete list of the Company’s significant accounting policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | ||||
Interim Financial Information – The condensed consolidated financial statements included herein are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial statements and in accordance with Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year ended December 31, 2015. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. The December 31, 2014 consolidated balance sheet was derived from audited financial statements. | ||||
Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority owned and controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. | ||||
The Company accounts for its investments in Affiliates in which the Company exhibits significant influence, but does 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. | ||||
Revenue recognition and accounts receivable – The Company recognizes revenues in the period in which services are performed and billed. 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. | ||||
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, Medicaid and Tricare 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 estimated net cost report settlements due to the Company were $917,665 and $617,955 as of March 31, 2015 and December 31, 2014 respectively, and are included in prepaid and other current assets in the accompanying consolidated balance sheets. We adjusted our cost report estimate by $299,710 during the three months ended March 31, 2015 based on our final filed cost report for 2013 and an estimate of the 2014 cost report. 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, revenue days in accounts receivable, 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 allowance for doubtful accounts for the three months ending March 31, 2015 follows: | ||||
2015 | ||||
Balance at beginning of period | $ | 1,741,571 | ||
Provisions recognized as reduction in revenues | 421,024 | |||
Write-offs, net of recoveries | (1,387,622 | ) | ||
Balance at end of period | $ | 774,973 | ||
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 March 31, 2015 and December 31, 2014, the Company had restricted cash of approximately $0.6 million and $0.7 million respectively, included in prepaid and other current assets in the accompanying consolidated balance sheets. The restricted cash at March 31, 2015 was pledged as collateral against certain debt of the Company. | ||||
Goodwill and Intangible Assets – 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 will complete its annual impairment test in December 2015. | ||||
Intangible assets other than goodwill which include physician membership interests, service contracts and covenants not to compete are amortized over their estimated useful lives using the straight line method. The remaining lives range from three to nine 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. | ||||
Net income (loss) per share – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (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 loss per share are excluded from the calculation. | ||||
Recently Adopted and Recently Issued Accounting Guidance | ||||
Adopted Guidance | ||||
On January 1, 2015, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the reporting of discontinued operations and disclosures of disposals of components of an entity. These changes require a disposal of a component to meet a higher threshold in order to be reported as a discontinued operation in an entity’s financial statements. The threshold is defined as a strategic shift that has, or will have, a major effect on an entity’s operations and financial results such as a disposal of a major geographical area or a major line of business. Additionally, the following two criteria have been removed from consideration of whether a component meets the requirements for discontinued operations presentation: (i) the operations and cash flows of a disposal component have been or will be eliminated from the ongoing operations of an entity as a result of the disposal transaction, and (ii) an entity will not have any significant continuing involvement in the operations of the disposal component after the disposal transaction. Furthermore, equity method investments now may qualify for discontinued operations presentation. These changes also require expanded disclosures for all disposals of components of an entity, whether or not the threshold for reporting as a discontinued operation is met, related to profit or loss information and/or asset and liability information of the component. The adoption of these changes had no impact on the Company’s consolidated financial statements. | ||||
Issued Guidance | ||||
In January 2015, the FASB issued changes to the presentation of extraordinary items. Such items are defined as transactions or events that are both unusual in nature and infrequent in occurrence, and, currently, are required to be presented separately in an entity’s income statement, net of income tax, after income from continuing operations. The changes eliminate the concept of an extraordinary item and, therefore, the presentation of such items will no longer be required. Notwithstanding this change, an entity will still be required to present and disclose a transaction or event that is both unusual in nature and infrequent in occurrence in the notes to the financial statements. These changes become effective for the Company on January 1, 2016. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. | ||||
In February 2015, the FASB issued changes to the analysis that an entity must perform to determine whether it should consolidate certain types of legal entities. These changes (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. These changes become effective for us on January 1, 2016. Management is currently evaluating the potential impact of these changes on the Company’s 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 with respect to 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. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | |||||||||
Discontinued Operations | Note 4 – Discontinued Operations | ||||||||
In 2013, the Company 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 surgical hospitals. 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 this plan, from July 2013 to October 2013, the Company 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. | |||||||||
In 2013, the Company recorded an initial 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 three month period ended March 31, 2015, the activity in the accruals for restructuring charges established for lease termination costs were as follows: | |||||||||
Lease Termination Cost | |||||||||
Balance at December 31, 2014 | $ | 110,421 | |||||||
Adjustments | (10,421 | ) | |||||||
Cash payments | (30,000 | ) | |||||||
Balance at March 31, 2015 | $ | 70,000 | |||||||
Adjustments to the special charge liability include changes to estimated settlements or other changes to the liabilities. Additional charges or adjustments 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 three month periods ended March 31, 2015 and 2014 are summarized below: | |||||||||
2015 | 2014 | ||||||||
Revenue | $ | — | $ | 123,729 | |||||
Net loss before taxes | $ | (86,078 | ) | $ | (503,747 | ) | |||
Income tax benefit | — | 191,424 | |||||||
Net loss from discontinued operations, net of tax | $ | (86,078 | ) | $ | (312,323 | ) | |||
The balance sheet items for discontinued operations are summarized below: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Cash and cash equivalents | $ | 9,439 | $ | 8,148 | |||||
Other current assets | 291,412 | 334,293 | |||||||
Total current assets | 300,851 | 342,441 | |||||||
Fixed assets, net | 100,475 | 165,285 | |||||||
Total assets | $ | 401,326 | $ | 507,726 | |||||
Payables and accrued liabilities | $ | 780,844 | $ | 839,791 | |||||
Total liabilities | $ | 780,844 | $ | 839,791 | |||||
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||
Goodwill and Other Intangibles | Note 5 – Goodwill and Other Intangibles | ||||||||||||||||||
Changes in the carrying amount of goodwill are as follows: | |||||||||||||||||||
Accumulated | Net | ||||||||||||||||||
Gross | Impairment | Carrying | |||||||||||||||||
Amount | Loss | Value | |||||||||||||||||
31-Dec-14 | $ | 23,019,309 | $ | (22,045,382 | ) | $ | 973,927 | ||||||||||||
31-Mar-15 | $ | 23,019,309 | $ | (22,045,382 | ) | $ | 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. | |||||||||||||||||||
Changes in the carrying amount of intangible assets during the three months ended March 31, 2015 were as follows: | |||||||||||||||||||
Carrying | Accumulated | ||||||||||||||||||
Amount | Amortization | Net | |||||||||||||||||
31-Dec-14 | $ | 14,524,500 | $ | (5,444,105 | ) | $ | 9,080,395 | ||||||||||||
Amortization | — | (514,556 | ) | (514,556 | ) | ||||||||||||||
31-Mar-15 | $ | 14,524,500 | $ | (5,958,661 | ) | $ | 8,565,839 | ||||||||||||
Intangible assets as of March 31, 2015 and December 31, 2014 include the following: | |||||||||||||||||||
31-Mar-15 | December 31, | ||||||||||||||||||
Useful | Carrying | Accumulated | 2014 | ||||||||||||||||
Life (Years) | Value | Amortization | Net | Net | |||||||||||||||
Management fee contracts | 8-Jun | $ | 3,498,500 | $ | (2,278,624 | ) | $ | 1,219,876 | $ | 1,328,593 | |||||||||
Non-compete | 5 | 2,027,000 | (951,210 | ) | 1,075,790 | 1,177,333 | |||||||||||||
Physician memberships | 7 | 6,468,000 | (2,233,000 | ) | 4,235,000 | 4,466,000 | |||||||||||||
Trade Name | 5 | 381,000 | (130,375 | ) | 250,625 | 270,038 | |||||||||||||
Service Contracts | 10 | 2,150,000 | (365,452 | ) | 1,784,548 | 1,838,431 | |||||||||||||
$ | 14,524,500 | $ | (5,958,661 | ) | $ | 8,565,839 | $ | 9,080,395 | |||||||||||
Amortization expense for the three months ended March 31, 2015 and 2014 was $514,556 and $513,867 respectively. | |||||||||||||||||||
Amortization expense for the next five years related to these intangible assets is expected to be as follows: | |||||||||||||||||||
Twelve months ended March 31, | |||||||||||||||||||
2016 | $ | 2,057,698 | |||||||||||||||||
2017 | 2,057,698 | ||||||||||||||||||
2018 | 1,820,869 | ||||||||||||||||||
2019 | 1,166,026 | ||||||||||||||||||
2020 | 754,000 | ||||||||||||||||||
Thereafter | 709,548 | ||||||||||||||||||
Borrowings_and_Capital_Lease_O
Borrowings and Capital Lease Obligations | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Borrowings and Capital Lease Obligations | Note 6 – Borrowings and Capital Lease Obligations | |||||||||||||
The Company’s short-term debt obligations are as follows: | ||||||||||||||
Rate (1) | March 31, | December 31, | ||||||||||||
2015 | 2014 | |||||||||||||
Insurance premium financings | 3.9 - 4.9% | $ | 410,766 | $ | 456,784 | |||||||||
Line of Credit - SNB | 3.25% | 1,500,000 | — | |||||||||||
Short-term debt | $ | 1,910,766 | $ | 456,784 | ||||||||||
(1) Effective rate as of March 31, 2015 | ||||||||||||||
The Company’s long-term debt and capital lease obligations are as follows: | ||||||||||||||
Rate (1) | Maturity | March 31, | December 31, | |||||||||||
Date | 2015 | 2014 | ||||||||||||
Senior Lender: | ||||||||||||||
Note payable | 3.90% | Jul. 2021 | $ | 24,875,000 | $ | 25,750,000 | ||||||||
Capital Lease Obligations | 5.5 - 10.7% | Jan. 2017 - | 3,829,852 | 4,010,767 | ||||||||||
Dec. 2020 | ||||||||||||||
Total | 28,704,852 | 29,760,767 | ||||||||||||
Less: Current portion of long-term debt | (5,158,510 | ) | (5,023,048 | ) | ||||||||||
Long-term debt | $ | 23,546,342 | $ | 24,737,719 | ||||||||||
(1) Effective rate as of March 31, 2015 | ||||||||||||||
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 March 31, 2015, the Company has drawn $1.5 million of funds from the Revolving Loan. The Company 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 3.25% for the Revolving Loan and 3.75% for the Term Loan through March 31, 2015. 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 the hospitals that the Company holds a noncontrolling interest (“Equity Owned Hospitals”) to persons other than us. | ||||||||||||||
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. The Company 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 March 31, 2015, the Senior Debt Ratio was 2.11. | ||||||||||||||
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 March 31, 2015, our Senior Debt Service Coverage Ratio was 1.88. | ||||||||||||||
Adjusted Senior Debt Service Coverage Ratio. The Company 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 March 31, 2015, the Adjusted Senior Debt Service Ratio was 1.32. | ||||||||||||||
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 September 30, 2014 and each quarter that has elapsed thereafter. | ||||||||||||||
As of March 31, 2015, the Company is in compliance with the financial covenants. | ||||||||||||||
Restrictions on Indebtedness. The Company and its 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 the Company’s obligations due under the SNB Credit Facility shall become immediately due and payable. In the event of a non-monetary default, the Company has 10 days or in some cases three days to cure before Bank SNB has the right to declare our obligations due under the SNB Credit Facility immediately due and payable. | ||||||||||||||
At March 31, 2015, future maturities of long-term debt were as follows: | ||||||||||||||
Twelve months ended March 31: | ||||||||||||||
2016 | $ | 5,158,510 | ||||||||||||
2017 | 4,772,089 | |||||||||||||
2018 | 4,580,032 | |||||||||||||
2019 | 4,613,126 | |||||||||||||
2020 | 4,626,908 | |||||||||||||
Thereafter | 4,954,187 | |||||||||||||
Preferred_Noncontrolling_Inter
Preferred Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Preferred Noncontrolling Interests | Note 7 – Preferred Noncontrolling Interests |
During 2013, the Company’s wholly-owned subsidiary, Foundation Health Enterprises, LLC (“FHE”) completed a private placement offering of $9,135,000. The offering was comprised of 87 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 10,000 shares of the Company’s common stock, valued at $5,000. The total consideration of $9,135,000 was comprised of $8,700,000 attributable to the preferred noncontrolling interest and $435,000 attributable to the 870,000 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 payment until March 2015. The first installment was paid on April 1, 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 $2.00 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies |
Legal claims – 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. There were no settlement expenses during the three months ended March 31, 2015 and 2014 related to the Company’s ongoing unasserted legal claims. | |
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 March 31, 2015 and December 31, 2014 were $419,663 and $560,851, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |
Mar. 31, 2015 | ||
Text Block [Abstract] | ||
Fair Value Measurements | ||
Note 9 – 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 March 31, 2015, the fair value of the Company’s long-term debt, including the current portion was determined to be approximately equal to its carrying value. | ||
Nonrecurring Fair Value Measurements: During the three months ended March 31, 2015, the Company did not have any assets or liabilities recorded using nonrecurring fair value measurements. |
Real_Estate_Transaction
Real Estate Transaction | 3 Months Ended |
Mar. 31, 2015 | |
Real Estate [Abstract] | |
Real Estate Transaction | Note 10 – 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 (“FBH SA”) 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. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – 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 three months ended March 31, 2015, the Company incurred approximately $26,400 in lease expense under the terms of the lease. | |
As of March 31, 2015, the Company had $0.1 million on deposit at Valliance Bank. Valliance Bank is controlled by Mr. Roy T. Oliver, one of our greater than 5% shareholders. A non-controlling interest in Valliance Bank is held by Mr. Joseph Harroz, Jr., a director of the Company. Mr. Stanton Nelson, the Company’s Chief Executive Officer 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. A non-controlling interest in City Place is held by Roy T. Oliver, one of the Company’s greater than 5% shareholders. During the three months ended March 31, 2015 and 2014, the Company incurred approximately $23,300 and $22,000, respectively, in lease expense under the terms of the lease. | |
As of March 31, 2015 and December 31, 2014, the Company has obligations of $1.4 million that are owed to the Company’s majority shareholder, Foundation Healthcare Affiliates, LLC (“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. | |
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%. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – 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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Accounting Policies [Abstract] | ||||
Interim Financial Information | Interim Financial Information – The condensed consolidated financial statements included herein are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial statements and in accordance with Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year ended December 31, 2015. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. The December 31, 2014 consolidated balance sheet was derived from audited financial statements. | |||
Consolidation | Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority owned and controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. | |||
The Company accounts for its investments in Affiliates in which the Company exhibits significant influence, but does 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. | |||
Revenue recognition and accounts receivable | Revenue recognition and accounts receivable – The Company recognizes revenues in the period in which services are performed and billed. 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. | |||
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, Medicaid and Tricare 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 estimated net cost report settlements due to the Company were $917,665 and $617,955 as of March 31, 2015 and December 31, 2014 respectively, and are included in prepaid and other current assets in the accompanying consolidated balance sheets. We adjusted our cost report estimate by $299,710 during the three months ended March 31, 2015 based on our final filed cost report for 2013 and an estimate of the 2014 cost report. 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, revenue days in accounts receivable, 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 allowance for doubtful accounts for the three months ending March 31, 2015 follows: | ||||
2015 | ||||
Balance at beginning of period | $ | 1,741,571 | ||
Provisions recognized as reduction in revenues | 421,024 | |||
Write-offs, net of recoveries | (1,387,622 | ) | ||
Balance at end of period | $ | 774,973 | ||
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 March 31, 2015 and December 31, 2014, the Company had restricted cash of approximately $0.6 million and $0.7 million respectively, included in prepaid and other current assets in the accompanying consolidated balance sheets. The restricted cash at March 31, 2015 was pledged as collateral against certain debt of the Company. | |||
Goodwill and Intangible Assets | Goodwill and Intangible Assets – 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 will complete its annual impairment test in December 2015. | |||
Intangible assets other than goodwill which include physician membership interests, service contracts and covenants not to compete are amortized over their estimated useful lives using the straight line method. The remaining lives range from three to nine 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. | ||||
Net income (loss) per share | Net income (loss) per share – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (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 loss per share are excluded from the calculation. | |||
Recently Adopted and Recently Issued Accounting Guidance | Recently Adopted and Recently Issued Accounting Guidance | |||
Adopted Guidance | ||||
On January 1, 2015, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the reporting of discontinued operations and disclosures of disposals of components of an entity. These changes require a disposal of a component to meet a higher threshold in order to be reported as a discontinued operation in an entity’s financial statements. The threshold is defined as a strategic shift that has, or will have, a major effect on an entity’s operations and financial results such as a disposal of a major geographical area or a major line of business. Additionally, the following two criteria have been removed from consideration of whether a component meets the requirements for discontinued operations presentation: (i) the operations and cash flows of a disposal component have been or will be eliminated from the ongoing operations of an entity as a result of the disposal transaction, and (ii) an entity will not have any significant continuing involvement in the operations of the disposal component after the disposal transaction. Furthermore, equity method investments now may qualify for discontinued operations presentation. These changes also require expanded disclosures for all disposals of components of an entity, whether or not the threshold for reporting as a discontinued operation is met, related to profit or loss information and/or asset and liability information of the component. The adoption of these changes had no impact on the Company’s consolidated financial statements. | ||||
Issued Guidance | ||||
In January 2015, the FASB issued changes to the presentation of extraordinary items. Such items are defined as transactions or events that are both unusual in nature and infrequent in occurrence, and, currently, are required to be presented separately in an entity’s income statement, net of income tax, after income from continuing operations. The changes eliminate the concept of an extraordinary item and, therefore, the presentation of such items will no longer be required. Notwithstanding this change, an entity will still be required to present and disclose a transaction or event that is both unusual in nature and infrequent in occurrence in the notes to the financial statements. These changes become effective for the Company on January 1, 2016. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. | ||||
In February 2015, the FASB issued changes to the analysis that an entity must perform to determine whether it should consolidate certain types of legal entities. These changes (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. These changes become effective for us on January 1, 2016. Management is currently evaluating the potential impact of these changes on the Company’s 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 with respect to 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) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Accounting Policies [Abstract] | ||||
Allowance for Doubtful Accounts | The activity in the allowance for doubtful accounts for the three months ending March 31, 2015 follows: | |||
2015 | ||||
Balance at beginning of period | $ | 1,741,571 | ||
Provisions recognized as reduction in revenues | 421,024 | |||
Write-offs, net of recoveries | (1,387,622 | ) | ||
Balance at end of period | $ | 774,973 | ||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Discontinued Operations And Disposal Groups [Abstract] | |||||||||
Activity in Acquired Accruals for Restructuring Charges Established for Lease Termination Costs | For the three month period ended March 31, 2015, the activity in the accruals for restructuring charges established for lease termination costs were as follows: | ||||||||
Lease Termination Cost | |||||||||
Balance at December 31, 2014 | $ | 110,421 | |||||||
Adjustments | (10,421 | ) | |||||||
Cash payments | (30,000 | ) | |||||||
Balance at March 31, 2015 | $ | 70,000 | |||||||
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 three month periods ended March 31, 2015 and 2014 are summarized below: | ||||||||
2015 | 2014 | ||||||||
Revenue | $ | — | $ | 123,729 | |||||
Net loss before taxes | $ | (86,078 | ) | $ | (503,747 | ) | |||
Income tax benefit | — | 191,424 | |||||||
Net loss from discontinued operations, net of tax | $ | (86,078 | ) | $ | (312,323 | ) | |||
The balance sheet items for discontinued operations are summarized below: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Cash and cash equivalents | $ | 9,439 | $ | 8,148 | |||||
Other current assets | 291,412 | 334,293 | |||||||
Total current assets | 300,851 | 342,441 | |||||||
Fixed assets, net | 100,475 | 165,285 | |||||||
Total assets | $ | 401,326 | $ | 507,726 | |||||
Payables and accrued liabilities | $ | 780,844 | $ | 839,791 | |||||
Total liabilities | $ | 780,844 | $ | 839,791 | |||||
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: | ||||||||||||||||||
Accumulated | Net | ||||||||||||||||||
Gross | Impairment | Carrying | |||||||||||||||||
Amount | Loss | Value | |||||||||||||||||
31-Dec-14 | $ | 23,019,309 | $ | (22,045,382 | ) | $ | 973,927 | ||||||||||||
31-Mar-15 | $ | 23,019,309 | $ | (22,045,382 | ) | $ | 973,927 | ||||||||||||
Changes in Carrying Amount of Intangible Assets | Changes in the carrying amount of intangible assets during the three months ended March 31, 2015 were as follows: | ||||||||||||||||||
Carrying | Accumulated | ||||||||||||||||||
Amount | Amortization | Net | |||||||||||||||||
31-Dec-14 | $ | 14,524,500 | $ | (5,444,105 | ) | $ | 9,080,395 | ||||||||||||
Amortization | — | (514,556 | ) | (514,556 | ) | ||||||||||||||
31-Mar-15 | $ | 14,524,500 | $ | (5,958,661 | ) | $ | 8,565,839 | ||||||||||||
Intangible Assets | |||||||||||||||||||
Intangible assets as of March 31, 2015 and December 31, 2014 include the following: | |||||||||||||||||||
31-Mar-15 | December 31, | ||||||||||||||||||
Useful | Carrying | Accumulated | 2014 | ||||||||||||||||
Life (Years) | Value | Amortization | Net | Net | |||||||||||||||
Management fee contracts | 8-Jun | $ | 3,498,500 | $ | (2,278,624 | ) | $ | 1,219,876 | $ | 1,328,593 | |||||||||
Non-compete | 5 | 2,027,000 | (951,210 | ) | 1,075,790 | 1,177,333 | |||||||||||||
Physician memberships | 7 | 6,468,000 | (2,233,000 | ) | 4,235,000 | 4,466,000 | |||||||||||||
Trade Name | 5 | 381,000 | (130,375 | ) | 250,625 | 270,038 | |||||||||||||
Service Contracts | 10 | 2,150,000 | (365,452 | ) | 1,784,548 | 1,838,431 | |||||||||||||
$ | 14,524,500 | $ | (5,958,661 | ) | $ | 8,565,839 | $ | 9,080,395 | |||||||||||
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: | |||||||||||||||||||
Twelve months ended March 31, | |||||||||||||||||||
2016 | $ | 2,057,698 | |||||||||||||||||
2017 | 2,057,698 | ||||||||||||||||||
2018 | 1,820,869 | ||||||||||||||||||
2019 | 1,166,026 | ||||||||||||||||||
2020 | 754,000 | ||||||||||||||||||
Thereafter | 709,548 | ||||||||||||||||||
Borrowings_and_Capital_Lease_O1
Borrowings and Capital Lease Obligations (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Schedule of Short-Term Debt Obligations | The Company’s short-term debt obligations are as follows: | |||||||||||||
Rate (1) | March 31, | December 31, | ||||||||||||
2015 | 2014 | |||||||||||||
Insurance premium financings | 3.9 - 4.9% | $ | 410,766 | $ | 456,784 | |||||||||
Line of Credit - SNB | 3.25% | 1,500,000 | — | |||||||||||
Short-term debt | $ | 1,910,766 | $ | 456,784 | ||||||||||
(1) Effective rate as of March 31, 2015 | ||||||||||||||
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 March 31, 2015, future maturities of long-term debt were as follows: | |||||||||||||
Twelve months ended March 31: | ||||||||||||||
2016 | $ | 5,158,510 | ||||||||||||
2017 | 4,772,089 | |||||||||||||
2018 | 4,580,032 | |||||||||||||
2019 | 4,613,126 | |||||||||||||
2020 | 4,626,908 | |||||||||||||
Thereafter | 4,954,187 | |||||||||||||
Continuing Operations | ||||||||||||||
Schedule of Borrowings and Capital Lease Obligations | The Company’s long-term debt and capital lease obligations are as follows: | |||||||||||||
Rate (1) | Maturity | March 31, | December 31, | |||||||||||
Date | 2015 | 2014 | ||||||||||||
Senior Lender: | ||||||||||||||
Note payable | 3.90% | Jul. 2021 | $ | 24,875,000 | $ | 25,750,000 | ||||||||
Capital Lease Obligations | 5.5 - 10.7% | Jan. 2017 - | 3,829,852 | 4,010,767 | ||||||||||
Dec. 2020 | ||||||||||||||
Total | 28,704,852 | 29,760,767 | ||||||||||||
Less: Current portion of long-term debt | (5,158,510 | ) | (5,023,048 | ) | ||||||||||
Long-term debt | $ | 23,546,342 | $ | 24,737,719 | ||||||||||
(1) Effective rate as of March 31, 2015 | ||||||||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Jan. 08, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | 12-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 29, 2014 | |
Basis of Presentation [Line Items] | |||||||
Accumulated deficit | ($38,596,907) | ($37,265,044) | |||||
Working capital deficit, net of redemption payments | 600,000 | ||||||
Redemption payments, payable to preferred noncontrolling interest holders | 1,700,000 | ||||||
Net loss attributable to Foundation HealthCare common stock | -1,331,863 | -1,895,506 | |||||
Cash flow from operating activities from continuing operations | 922,265 | 1,559,719 | |||||
Cash and cash equivalents | 3,539,552 | 3,958,742 | 2,860,025 | 4,212,076 | |||
Common stock reverse split, conversion ratio | 0.1 | ||||||
Common stock, shares outstanding | 17,263,842 | 17,248,154 | 17,263,842 | ||||
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 | ||||||
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, remaining borrowing capacity | 1,000,000 | ||||||
Line of Credit | $2,500,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Adjustments for cost report settlements | $299,710 | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 9 years | |
Prepaid and Other Current Assets | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Cost settlements adjustment amount | 917,665 | 617,955 |
Restricted cash | $600,000 | $700,000 |
Allowance_for_Doubtful_Account
Allowance for Doubtful Accounts (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Allowance For Doubtful Accounts Receivable Rollforward | ||
Balance at beginning of period | $1,741,571 | |
Provisions recognized as reduction in revenues | 421,024 | 361,517 |
Write-offs, net of recoveries | -1,387,622 | |
Balance at end of period | $774,973 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 3 Months Ended | |
Oct. 31, 2013 | Dec. 31, 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 | $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 Costs (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2013 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Beginning Balance | $475,570 | |
Ending Balance | 475,570 | |
Lease Termination Costs | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Beginning Balance | 110,421 | |
Adjustments | -10,421 | |
Cash payments | -30,000 | |
Ending Balance | $70,000 |
Operating_Results_and_Balance_
Operating Results and Balance Sheet Items of Discontinued Operations (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | |||
Revenue | $123,729 | ||
Net loss before taxes | -86,078 | -503,747 | |
Income tax benefit | 191,424 | ||
Net loss from discontinued operations, net of tax | -86,078 | -312,323 | |
Cash and cash equivalents | 9,439 | 8,148 | |
Other current assets | 291,412 | 334,293 | |
Total current assets | 300,851 | 342,441 | |
Fixed assets, net | 100,475 | 165,285 | |
Total assets | 401,326 | 507,726 | |
Payables and accrued liabilities | 780,844 | 839,791 | |
Total liabilities | $780,844 | $839,791 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill Gross Amount | $23,019,309 | $23,019,309 |
Goodwill Accumulated Impairment Loss | -22,045,382 | -22,045,382 |
Goodwill | $973,927 | $973,927 |
Changes_in_Carrying_Amount_of_1
Changes in Carrying Amount of Intangible Assets (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible asset carrying amount, beginning balance | $14,524,500 | |
Amortization expense | 514,556 | 513,867 |
Intangible asset carrying amount, ending balance | 14,524,500 | |
Intangible asset accumulated amortization, beginning balance | -5,444,105 | |
Intangible asset, accumulated amortization | -514,556 | |
Intangible asset accumulated amortization, ending balance | -5,958,661 | |
Intangible asset beginning balance, net | 9,080,395 | |
Amortization expense | -514,556 | -513,867 |
Intangible asset ending balance, net | $8,565,839 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Carrying Value | $14,524,500 | $14,524,500 |
Accumulated Amortization | -5,958,661 | -5,444,105 |
Intangible assets, net | 8,565,839 | 9,080,395 |
Management Fee Contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Carrying Value | 3,498,500 | |
Accumulated Amortization | -2,278,624 | |
Intangible assets, net | 1,219,876 | 1,328,593 |
Non-compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Carrying Value | 2,027,000 | |
Accumulated Amortization | -951,210 | |
Intangible assets, net | 1,075,790 | 1,177,333 |
Physician memberships | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 7 years | |
Carrying Value | 6,468,000 | |
Accumulated Amortization | -2,233,000 | |
Intangible assets, net | 4,235,000 | 4,466,000 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Carrying Value | 381,000 | |
Accumulated Amortization | -130,375 | |
Intangible assets, net | 250,625 | 270,038 |
Service Contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | |
Carrying Value | 2,150,000 | |
Accumulated Amortization | -365,452 | |
Intangible assets, net | $1,784,548 | $1,838,431 |
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 | 9 years | |
Maximum | Management Fee Contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 8 years |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $514,556 | $513,867 |
Amortization_Expense_for_Next_
Amortization Expense for Next Five Years Related to Intangible Assets (Detail) (USD $) | Mar. 31, 2015 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2016 | $2,057,698 |
2017 | 2,057,698 |
2018 | 1,820,869 |
2019 | 1,166,026 |
2020 | 754,000 |
Thereafter | $709,548 |
Schedule_of_ShortTerm_Debt_Obl
Schedule of Short-Term Debt Obligations (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | ||
Short-term Debt [Line Items] | |||
Short-term debt | $1,910,766 | $456,784 | |
Insurance premium financings | |||
Short-term Debt [Line Items] | |||
Debt instrument, effective interest rate, minimum | 3.90% | [1] | |
Debt instrument, effective interest rate, maximum | 4.90% | [1] | |
Short-term debt | 410,766 | 456,784 | |
Line of Credit - SNB | |||
Short-term Debt [Line Items] | |||
Debt instrument, effective interest rate | 3.25% | [1] | |
Short-term debt | $1,500,000 | ||
[1] | Effective rate as of March 31, 2015 |
Schedule_of_LongTerm_Debt_and_
Schedule of Long-Term Debt and Capital Lease Obligations (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | ||
Long Term Debt [Line Items] | |||
Long-term debt | $28,704,852 | $29,760,767 | |
Less: Current portion of long-term debt | -5,158,510 | -5,023,048 | |
Long-term debt | 23,546,342 | 24,737,719 | |
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 | 3,829,852 | 4,010,767 | |
Capital lease obligations | Minimum | |||
Long Term Debt [Line Items] | |||
Debt instrument maturity date | 2017-01 | ||
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 | 3.90% | [1] | |
Debt instrument maturity date | 2021-07 | ||
Long-term debt | $24,875,000 | $25,750,000 | |
[1] | Effective rate as of March 31, 2015 |
Borrowings_and_Capital_Lease_O2
Borrowings and Capital Lease Obligations - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||
Long-term debt | $28,704,852 | $29,760,767 | |
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 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 | 211.00% | ||
Senior debt service coverage ratio | 188.00% | ||
Adjusted senior debt service coverage ratio | 132.00% | ||
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 the Companybs obligations due under the SNB Credit Facility shall become immediately due and payable. In the event of a non-monetary default, the Company has 10 days or in some cases three days to cure before Bank SNB has the right to declare our obligations due under the SNB Credit Facility immediately due and payable. | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Senior debt ratio | 300.00% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Senior debt service coverage ratio | 130.00% | ||
Adjusted senior debt service coverage ratio | 105.00% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 27,500,000 | ||
Debt instrument maturity date | 30-Jun-21 | ||
Debt instrument applicable margin | 3.75% | ||
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 | $1,500,000 | $2,500,000 | |
Debt instrument maturity date | 30-Jun-16 | ||
Debt instrument applicable margin | 3.25% |
Schedule_of_Applicable_Margins
Schedule of Applicable Margins Rate (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Instrument [Line Items] | |
Senior debt ratio | 211.00% |
Maximum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 300.00% |
Revolving Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.25% |
Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.75% |
Senior Debt Ratio, b % 2.5x | Minimum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 250.00% |
Senior Debt Ratio, b % 2.5x | Revolving Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.75% |
Senior Debt Ratio, b % 2.5x | Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 4.25% |
Senior Debt Ratio, 2.5x, but b % 2.0x | Minimum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 200.00% |
Senior Debt Ratio, 2.5x, but b % 2.0x | Maximum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 250.00% |
Senior Debt Ratio, 2.5x, but b % 2.0x | Revolving Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.25% |
Senior Debt Ratio, 2.5x, but b % 2.0x | Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.75% |
Senior Debt Ratio, 2.0x | Maximum | |
Debt Instrument [Line Items] | |
Senior debt ratio | 200.00% |
Senior Debt Ratio, 2.0x | Revolving Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 2.75% |
Senior Debt Ratio, 2.0x | Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument applicable margin | 3.25% |
Future_Maturities_LongTerm_Deb
Future Maturities Long-Term Debt (Detail) (USD $) | Mar. 31, 2015 |
Maturities of Long-term Debt [Abstract] | |
2016 | $5,158,510 |
2017 | 4,772,089 |
2018 | 4,580,032 |
2019 | 4,613,126 |
2020 | 4,626,908 |
Thereafter | $4,954,187 |
Preferred_Noncontrolling_Inter1
Preferred Noncontrolling Interests - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Equity Method Investments [Line Items] | |||
Common stock value | 1,724 | $1,726 | |
Amount of unreturned capital contribution and undistributed preferred distributions | 10,000 | ||
Conversion price per share | 2 | ||
Common Stock | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total consideration | 435,000 | ||
Number of shares sold | 870,000 | ||
Foundation Health Enterprises LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Offering cost | 100,000 | ||
Common stock issued | 10,000 | ||
Common stock value | 5,000 | ||
Total consideration | 8,700,000 | ||
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 | ||
Number offering units | 87 | ||
Foundation Health Enterprises LLC | Private placement | |||
Schedule Of Equity Method Investments [Line Items] | |||
Offering cost | $9,135,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Legal claims settlement expenses | $0 | $0 | |
Self Insurance Reserves | $419,663 | $560,851 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Valuation Techniques | The Company did not have any assets or liabilities recorded using nonrecurring fair value measurements. |
Real_Estate_Transaction_Additi
Real Estate Transaction - Additional Information (Detail) (San Antonio Texas, USD $) | 0 Months Ended |
Mar. 01, 2014 | |
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 at the time of lease | $4,100,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jun. 01, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
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 | 26,400 | |||
Valliance Bank | ||||
Related Party Transaction [Line Items] | ||||
Related party deposit | 100,000 | |||
City Place | ||||
Related Party Transaction [Line Items] | ||||
Lease expense | 23,300 | 22,000 | ||
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 | |||
FHA and Certain Real Estate Subsidiaries and Affiliates of FHA | ||||
Related Party Transaction [Line Items] | ||||
Obligations owed to FHA and other affiliates | $1,400,000 | $1,400,000 | ||
Affiliate ASCs And Hospitals | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Management fee Percentages range | 2.25% | |||
Affiliate ASCs And Hospitals | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Management fee Percentages range | 6.00% |