Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FDNH | ||
Entity Registrant Name | FOUNDATION HEALTHCARE, INC. | ||
Entity Central Index Key | 1,272,597 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 17,375,394 | ||
Entity Public Float | $ 19,453,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 5,062,492 | $ 2,860,025 |
Accounts receivable, net of allowance for doubtful accounts of $6,062,000 and $1,742,000, respectively | 30,383,942 | 18,971,435 |
Receivables from affiliates | 509,886 | 1,157,184 |
Supplies inventories | 3,737,901 | 1,863,175 |
Prepaid and other current assets | 3,325,330 | 3,712,625 |
Current assets from discontinued operations | 416,390 | 342,441 |
Total current assets | 43,435,941 | 28,906,885 |
Property and equipment, net | 53,515,123 | 13,465,190 |
Equity method investments in affiliates | 3,012,631 | 3,558,020 |
Deferred tax asset | 836,290 | 668,010 |
Intangible assets, net | 7,022,170 | 9,080,395 |
Goodwill | 10,423,858 | 973,927 |
Other assets | 1,660,496 | 437,809 |
Other assets from discontinued operations | 8,713 | 2,329,395 |
Total assets | 119,915,222 | 59,419,631 |
Liabilities: | ||
Accounts payable | 9,060,060 | 10,364,160 |
Accrued liabilities | 12,877,711 | 10,223,388 |
Preferred noncontrolling interests dividends payable | 157,888 | 195,212 |
Short-term debt | 308,769 | 456,784 |
Current portion of long-term debt | 7,358,688 | 4,283,884 |
Current portion of capital lease obligations | 1,721,600 | 739,164 |
Other current liabilities | 590,827 | 1,052,543 |
Current liabilities from discontinued operations | 2,356,165 | 839,791 |
Total current liabilities | 34,431,708 | 28,154,926 |
Long-term debt, net of current portion | 44,310,014 | 21,466,117 |
Long-term capital lease obligations, net of current portion | 26,994,359 | 3,271,602 |
Deferred lease incentive | 7,672,745 | 8,608,716 |
Other liabilities | 6,479,181 | 5,317,075 |
Total liabilities | 119,888,007 | 66,818,436 |
Preferred noncontrolling interest | $ 6,960,000 | $ 8,700,000 |
Commitments and contingencies (Note 12) | ||
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; 17,303,180 and 17,263,842 issued and outstanding, respectively | $ 1,730 | $ 1,726 |
Paid-in capital | 20,885,915 | 19,321,267 |
Accumulated deficit | (32,074,090) | (37,265,044) |
Total Foundation Healthcare shareholders’ deficit | (11,186,445) | (17,942,051) |
Noncontrolling interests | 4,253,660 | 1,843,246 |
Total deficit | (6,932,785) | (16,098,805) |
Total liabilities, preferred noncontrolling interest and shareholders’ deficit | $ 119,915,222 | $ 59,419,631 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances for doubtful accounts | $ 6,062,000 | $ 1,742,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 17,303,180 | 17,263,842 |
Common stock, shares outstanding | 17,303,180 | 17,263,842 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Revenues: | ||
Patient services | $ 121,197,748 | $ 96,219,746 |
Provision for doubtful accounts | (6,359,423) | (5,118,194) |
Net patient services revenue | 114,838,325 | 91,101,552 |
Management fees from affiliates | 5,449,354 | 5,394,666 |
Other revenue | 5,852,145 | 5,361,931 |
Revenues | 126,139,824 | 101,858,149 |
Equity in earnings of affiliates | 1,369,488 | 2,367,597 |
Operating Expenses: | ||
Salaries and benefits | 33,870,730 | 29,273,542 |
Supplies | 27,759,861 | 24,000,276 |
Other operating expenses | 53,928,367 | 42,767,477 |
Depreciation and amortization | 5,697,962 | 5,550,162 |
Total operating expenses | 121,256,920 | 101,591,457 |
Other Income (Expense): | ||
Interest expense, net | (1,059,855) | (1,610,791) |
Other income | 38,226 | 385,033 |
Net other (expense) | (1,021,629) | (1,225,758) |
Income from continuing operations, before taxes | 5,230,763 | 1,408,531 |
Benefit for income taxes | 1,120,078 | 851,788 |
Income from continuing operations, net of taxes | 6,350,841 | 2,260,319 |
Income from discontinued operations, net of tax | 6,191,721 | 254,244 |
Net income | 12,542,562 | 2,514,563 |
Less: Net income attributable to noncontrolling interests | 6,645,210 | 3,827,439 |
Net income (loss) attributable to Foundation Healthcare | 5,897,352 | (1,312,876) |
Preferred noncontrolling interests dividends | (706,397) | (780,853) |
Net income (loss) attributable to Foundation Healthcare common stock | $ 5,190,955 | $ (2,093,729) |
Earnings per common share (basic and diluted): | ||
Net loss attributable to continuing operations attributable to Foundation Healthcare common stock | $ (0.06) | $ (0.14) |
Income from discontinued operations, net of tax | 0.36 | 0.01 |
Net income (loss) per share, attributable to Foundation Healthcare common stock | $ 0.30 | $ (0.13) |
Weighted average number of common and diluted shares outstanding | 17,267,301 | 17,080,451 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Total | Common Stock | Paid-in Capital | Accumulated Deficit | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2013 | $ (15,278,284) | $ 1,638 | $ 18,256,501 | $ (35,171,315) | $ 1,634,892 |
Beginning Balances, Shares at Dec. 31, 2013 | 11,450,000 | ||||
Net income (loss) attributable to Foundation HealthCare | (1,312,876) | (1,312,876) | |||
Net income attributable to noncontrolling interests | 3,827,439 | 3,827,439 | |||
Reverse acquisition, Shares | 4,802,328 | ||||
Issuance of common stock and warrants, Shares | 87,000 | ||||
Stock-based compensation | 1,064,854 | $ 88 | 1,064,766 | ||
Stock-based compensation, Shares | 22,594 | ||||
Issuance of stock for payment of liabilities, Shares | 24,700 | ||||
Cancellation of outstanding shares, Shares | (3,133) | ||||
Preferred noncontrolling interests dividends | (780,853) | (780,853) | |||
Proceeds from noncontrolling interests | 112,167 | 112,167 | |||
Distributions to noncontrolling interests | (3,731,252) | (3,731,252) | |||
Ending Balances at Dec. 31, 2014 | (16,098,805) | $ 1,726 | 19,321,267 | (37,265,044) | 1,843,246 |
Ending Balances, Shares at Dec. 31, 2014 | 16,383,489 | ||||
Net income (loss) attributable to Foundation HealthCare | 5,897,352 | 5,897,352 | |||
Net income attributable to noncontrolling interests | 6,645,210 | 6,645,210 | |||
Stock-based compensation | 1,564,652 | $ 4 | 1,564,648 | ||
Stock-based compensation, Shares | 880,353 | ||||
Preferred noncontrolling interests dividends | (706,397) | (706,397) | |||
Distributions to noncontrolling interests | (4,234,796) | (4,234,796) | |||
Ending Balances at Dec. 31, 2015 | $ (6,932,785) | $ 1,730 | $ 20,885,915 | $ (32,074,090) | $ 4,253,660 |
Ending Balances, Shares at Dec. 31, 2015 | 17,263,842 | ||||
Rounding shares issued in reverse stock split | 126 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | ||
Net income | $ 12,542,562 | $ 2,514,563 |
Less: Income (loss) from discontinued operations, net of tax | 6,191,721 | 254,244 |
Income from continuing operations, net of tax | 6,350,841 | 2,260,319 |
Adjustments to reconcile income from continuing operations, net of tax, to net cash provided by operating activities: | ||
Depreciation and amortization | 5,697,962 | 5,550,162 |
Deferred tax benefit | (836,290) | (1,154,252) |
Stock-based compensation, net of cashless vesting | 1,564,652 | 1,064,854 |
Provision for doubtful accounts | 6,359,423 | 5,118,194 |
Equity in earnings of affiliates | (1,369,488) | (2,367,597) |
Changes in assets and liabilities, net of acquisition: | ||
Accounts receivable, net of provision for doubtful accounts | (10,542,869) | (11,333,987) |
Receivables from affiliates | 647,298 | (309,182) |
Supplies inventories | (185,818) | 67,967 |
Prepaid and other current assets | 782,295 | (1,528,377) |
Other assets | (915,687) | (193,211) |
Accounts payable | (1,870,618) | (1,284,827) |
Accrued liabilities | 1,816,452 | 6,383,015 |
Other current liabilities | (461,716) | (3,613,586) |
Other liabilities | 226,135 | 4,274,861 |
Net cash provided by operating activities from continuing operations | 7,262,572 | 2,934,353 |
Net cash provided by (used in) operating activities from discontinued operations | 1,795,045 | (488,300) |
Net cash provided by operating activities | 9,057,617 | 2,446,053 |
Investing activities: | ||
Acquisition of business | (25,100,000) | |
Purchase of property and equipment | (3,236,386) | (4,884,948) |
Disposal of property and equipment | 165,000 | 1,807 |
Proceeds from sale of equity investment | 178,000 | |
Distributions from affiliates | 1,914,877 | 2,778,257 |
Net cash used in investing activities from continuing operations | (26,256,509) | (1,926,884) |
Net cash provided by investing activities from discontinued operations | 8,388,233 | |
Net cash used in investing activities | (17,868,276) | (1,926,884) |
Financing activities: | ||
Debt proceeds | 49,001,581 | 32,885,948 |
Debt payments | (31,269,952) | (26,284,135) |
Preferred noncontrolling interest dividends | (743,719) | (781,052) |
Preferred noncontrolling interest redemptions | (1,740,000) | |
Distributions to noncontrolling interests | (4,234,784) | (3,731,252) |
Proceeds from noncontrolling interests | 112,167 | |
Net cash provided by financing activities from continuing operations | 11,013,126 | 2,201,676 |
Net cash used in financing activities from discontinued operations | (4,072,896) | |
Net cash provided by (used in) financing activities | 11,013,126 | (1,871,220) |
Net change in cash and cash equivalents | 2,202,467 | (1,352,051) |
Cash and cash equivalents at beginning of period | 2,860,025 | 4,212,076 |
Cash and cash equivalents at end of period | 5,062,492 | 2,860,025 |
Cash Paid for Interest and Income Taxes: | ||
Interest expense | 1,059,855 | 2,052,213 |
Interest expense, discontinued operations | 168,733 | |
Income taxes, continuing operations | $ 3,255,623 | |
Income taxes, discontinued operations | $ 1,600,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 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 Oklahoma and Texas. The Company also owns noncontrolling interests in ambulatory surgery centers (“ASCs”) located in Texas, Pennsylvania, New Jersey, Ohio, and Maryland. The Company provides management services to a majority of the facilities that it has noncontrolling interests (referred to as “Affiliates”) under the terms of various management agreements. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation 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. 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 its common stock from the OTC Markets QB Tier to a listing on the NYSE MKT exchange, though there can be no assurance that the Company 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Consolidation – The accompanying consolidated financial statements include the accounts of Foundation Healthcare, Inc. and its wholly owned, majority owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for its investments in Affiliates in which the Company exhibits significant influence, but not control, in accordance with the equity method of accounting. The Company does not consolidate its equity method investments, but rather measures them at their initial costs and then subsequently adjusts their carrying values through income for their respective shares of the earnings or losses during the period. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications – Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation. Such reclassifications had no effect on net income. Revenue recognition and accounts receivable – The Company recognizes revenues in the period in which services are performed and charged. Accounts receivable primarily consist of amounts due from third-party payors and patients. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Amounts the Company receives for treatment of patients covered by governmental programs such as Medicare and Medicaid and other third-party payors such as health maintenance organizations, preferred provider organizations and other private insurers are generally less than the Company’s established billing rates. Additionally, to provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the revenues and accounts receivable reported in the Company’s consolidated financial statements are recorded at the net amount expected to be received. During the years ended December 31, 2015 and 2014, the Company’s revenue payor mix was as follows: 2015 2014 Commercial health insurance payors 73 % 67 % Medicare and Medicaid 21 % 24 % Patient self-pay 2 % 4 % Provision for doubtful accounts (5 %) (5 %) Management fees from affiliates 4 % 5 % Other 5 % 5 % Contractual Discounts and Cost Report Settlements Cost report settlements under reimbursement agreements with Medicare and Medicaid are estimated and recorded in the period the related services are rendered and are adjusted in future periods as final settlements are determined. There is a reasonable possibility that recorded estimates will change by a material amount in the near term. The net cost report settlements due to the Company were approximately $500,000 and $618,000 at December 31, 2015 and 2014, respectively, and are in included in prepaid and other current assets in the accompanying consolidated balance sheets. We reduced our cost report estimate by $117,900 during 2015 based on our final filed cost report for 2014 and an estimate of the 2015 cost report. We adjusted our 2014 estimate by $382,955 for estimated cost report settlements in 2014. 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 The Company has an established process to determine the adequacy of the allowance for doubtful accounts that relies on a number of analytical tools and benchmarks to arrive at a reasonable allowance. No single statistic or measurement determines the adequacy of the allowance for doubtful accounts. Some of the analytical tools that the Company utilizes include, but are not limited to, the aging of accounts receivable, historical cash collection experience, revenue trends by payor classification, the status of claims submitted to third party payors, reason codes for declined claims and an assessment of the Company’s ability to address the issue and resubmit the claim and whether a patient is on a payment plan and making payments consistent with that plan. Accounts receivable are written off after collection efforts have been followed in accordance with the Company’s policies. Due to the nature of the healthcare industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenues and accounts receivable at their net realizable values at the time products or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available, which could have a material impact on the Company’s operating results and cash flows in subsequent periods. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. The patient and their third party insurance provider typically share in the payment for the Company’s products and services. The amount patients are responsible for includes co-payments, deductibles, and amounts not covered due to the provider being out-of-network. Due to uncertainties surrounding deductible levels and the number of out-of-network patients, the Company is not certain of the full amount of patient responsibility at the time of service. The Company estimates amounts due from patients prior to service and generally collects those amounts prior to service. Remaining amounts due from patients are then billed following completion of service. The activity in the allowances for doubtful accounts for the years ending December 31, 2015 and 2014 follows: 2015 2014 Balance at beginning of period $ 1,742,000 $ 4,778,915 Reclassification to contractual allowance — (832,384 ) Acquisition (see Note 4) 4,854,000 — Provisions recognized as reduction in revenues 6,359,423 5,118,194 Write-offs, net of recoveries (6,893,423 ) (7,322,725 ) Balance at end of period $ 6,062,000 $ 1,742,000 Cash and cash equivalents – The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. Certificates of deposit with original maturities of more than three months are also considered cash equivalents if there are no restrictions on withdrawing funds from the account. Restricted cash – As of December 31, 2015 and 2014, the Company had restricted cash of approximately $0.2 million and $0.7 million, respectively, included in prepaid and other current assets in the accompanying consolidated balance sheets. The restricted cash is pledged as collateral against certain debt of the Company. Receivables from Affiliates – Receivables from Affiliates are stated at the amount billed to the Affiliates plus any accrued and unpaid interest. Supplies inventories – Supplies inventories are stated at the lower of cost or market and primarily include operating supplies used in the direct or indirect treatment of patients. The Company accounts for inventories using the first in–first out method of accounting for substantially all of its inventories. Property and equipment – Property and equipment is stated at cost and depreciated using the straight line method to depreciate the cost of various classes of assets over their estimated useful lives. At the time assets are sold or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and depreciation accounts; profits and losses on such dispositions are reflected in current operations. Fully depreciated assets are written off against accumulated depreciation. Assets under capital leases are amortized using the straight-line method over the shorter of the estimated useful life of the assets or life of the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are as follows: Asset Class Useful Life Building under capital lease 30 years Furniture and equipment 3 to 7 years Equipment under capital leases 3 to 7 years Leasehold improvements 5 to 10 years or remaining lease period, whichever is shorter Long-lived assets – The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows. Fair value estimates are derived from established market values of comparable assets or internal calculations of estimated future net cash flows. The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. The Company’s assumptions take into account revenue and expense growth rates, patient volumes, changes in payor mix and changes in legislation and other payor payment patterns. Goodwill and Intangible Assets – Goodwill is not amortized; instead, it is reviewed for impairment annually (in the fourth quarter) or more frequently if indicators of impairment exist or if a decision is made to sell a business. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. Goodwill is allocated among and evaluated for impairment at the reporting unit level. The Financial Accounting Standards Board (FASB) guidance on testing goodwill for impairment provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test. The Company evaluates goodwill for impairment at least on an annual basis and more frequently if certain indicators are encountered. Goodwill is to be tested at the reporting unit level, defined as an ASC or hospital (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. The Company completed its annual impairment test as of December 31, 2015, and determined that goodwill was not impaired. Intangible assets other than goodwill which include customer relationships, customer files, covenants not to compete, trademarks and payor contracts are amortized over their estimated useful lives using the straight line method. The remaining lives range from two to eight years. The Company evaluates the recoverability of identifiable intangible asset whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Noncontrolling Interests – Noncontrolling interests in the results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of the various consolidated subsidiaries. The noncontrolling interests in the consolidated balance sheet reflect the original investment by these noncontrolling shareholders in these consolidated subsidiaries, along with their proportional share of the earnings or losses of these subsidiaries less distributions made to these noncontrolling interest holders. Legal Issues – For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is deemed to be probable and the loss is reasonably estimable. Management determines the likelihood of an unfavorable outcome based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical matters, among others. Once an unfavorable outcome is deemed probable, management weighs the probability of estimated losses, and the most reasonable loss estimate is recorded. If an unfavorable outcome of a matter is deemed to be reasonably possible, then the matter is disclosed and no liability is recorded. With respect to unasserted claims or assessments, management must first determine that the probability that an assertion will be made is likely, then, a determination as to the likelihood of an unfavorable outcome and the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis or sooner if significant changes in matters have occurred to determine if a change in the likelihood of an unfavorable outcome or the estimate of a loss is necessary. Concentration of credit risk – The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk. As of December 31, 2015 and 2014, the Company had cash deposits in excess of FDIC limits of $2.4 million and $1.9 million, respectively. Advertising Costs – Advertising costs are expensed as incurred. Advertising expense for 2015 and 2014, included in continuing operations, was approximately $279,000 and $312,000, respectively. Acquisition Costs – Acquisition costs are charged directly to expense when incurred. Income Taxes – The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the Company determines that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings in the period in which the Company makes such a determination. The Company classifies interest and penalties related to its tax positions as a component of income tax expense. The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2015, is not material to its results of operations, financial condition or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2015, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. Loss per share – Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings (loss) per share are excluded from the calculation. The dilutive potential common shares on options and warrants are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potential dilutive effect of the securities. The following securities were not included in the computation of diluted earnings (loss) per share from continuing operations or discontinued operations as their effect would be anti-dilutive: 2015 2014 Stock options and warrants 1,605,956 1,605,956 Stock options – The Company accounts for its stock option grants using the modified prospective method. Under the modified prospective method, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Recently Adopted and Recently Issued Accounting Guidance Adopted Guidance On January 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. In November 2015, the FASB, issued updated guidance on the presentation requirements for deferred income tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company adopted these provisions during the fourth quarter of 2015 and retrospectively for all periods presented. The adoption had no impact on the Company’s results of operations or cash flows. 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 April 2015, the FASB issued changes to the presentation of debt issuance costs. Currently, such costs are required to be presented as a noncurrent asset in an entity’s balance sheet and amortized into interest expense over the term of the related debt instrument. The changes require that debt issuance costs be presented in an entity’s balance sheet as a direct deduction from the carrying value of the related debt liability. The amortization of debt issuance costs remains unchanged. These changes become effective for the Company on January 1, 2016. Management has determined that the adoption of these changes will result in a decrease of approximately $644,000 to both other assets and long-term debt, less amount due within one year of the accompanying consolidated balance sheet. In July 2015, the FASB issued changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes do not apply to inventories measured using LIFO (last-in, first-out) or the retail inventory method. Currently, the Company applies the net realizable value market option to measure its inventories at the lower of cost or market. These changes become effective for the Company on January 1, 2017. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. In September 2015, the FASB issued changes to the accounting for business combinations simplifying the accounting for measurement period Adjustments. The update eliminates the requirement for an acquirer to retrospectively adjust its financial statements for changes to provisional amounts that are identified during the measurement-period following the consummation of a business combination. Instead, the update requires these types of adjustments to be made during the reporting period in which they are identified and would require additional disclosure or separate presentation of the portion of the adjustment that would have been recorded in the previously reported periods as if the adjustment to the provisional amounts had been recognized as of the acquisition date. This change is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those years. The adoption of these changes is not expected to have a material impact on the Company’s results of operations. In February 2016, the FASB issued changes to the accounting for leases, which requires an entity that leases assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and must be adopted using a modified retrospective approach. Management is currently evaluating the impact of this update on the 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, 2018 and early adoption is not permitted. Management is currently evaluating the potential impact of these changes on the Company’s consolidated financial statements. In August 2014, the FASB issued changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. Subsequent to adoption, this guidance will need to be applied by management at the end of each annual period and interim period therein to determine what, if any, impact there will be on the consolidated financial statements in a given reporting period. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Note 4 – Acquisition On December 31, 2015, the Company closed the acquisition comprising substantially all of the hospital assets and hospital operating entity of University General Health Systems, Inc. (“UGHS”), consisting primarily of a sixty-nine bed acute care hospital located in the Medical City area of Houston, Texas (referred to as University General Hospital, LP or “UGH” and collectively referred to as the “Acquisition”). Subsequent to the Acquisition, UGH will be operated as Foundation Surgical Hospital of Houston. The acquisition of UGH was based on management’s belief that UGH fits into Foundation’s acquisition and development strategy and operating model that enables the Company to grow by taking advantage of highly-fragmented markets, an increasing demand for short stay surgery and a need by physicians to forge strategic alliances to meet the needs of the evolving healthcare landscape while also shaping the clinical environments in which they practice. The Company expects the acquisition of UGH will generate positive earnings and cash flow that will be accretive to the earnings and cash flow of the Company. The Company expects the goodwill attributable to UGH to be tax deductible. The Company paid $25.1 million in cash for the net assets acquired from UGHS. The fair value amounts have been initially recorded using preliminary estimates. The Company has engaged a third-party valuation company to complete a valuation of the fair value of the assets acquired and liabilities assumed in the acquisition. The preliminary estimates will be revised in future periods and the revisions may materially affect the presentation of the Company’s consolidated financial results. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. The preliminary purchase allocations for the Acquisition are as follows: Preliminary Accounts receivable $ 7,229,000 Supplies inventories 1,689,000 Other current assets 395,000 Total current assets 9,313,000 Property and equipment 40,363,000 Other assets 307,000 Goodwill 9,450,000 Total assets acquired 59,433,000 Liabilities assumed: Accounts payable and accrued liabilities 1,589,000 Current portion of long-term debt and capital lease obligations 4,740,000 Total current liabilities 6,329,000 Long-term debt and capital lease obligations, net of current portion 28,004,000 Total liabilities assumed 34,333,000 Net assets acquired $ 25,100,000 During the year ended December 31, 2015, the Company incurred approximately $273,000 in expenses related to the Acquisition. The expenses incurred related primarily to legal fees related to the purchase agreement and structure of the transaction and professional fees related to the audits of the 2015 and 2014 financial statements of UGH. Since the Acquisition occurred on December 31, 2015, there are no acquisition revenues and earnings included in the Company’s consolidated statements of operations for the year ended December 31, 2015. The revenue and earnings of the combined entity had the Acquisition date been January 1, 2015 are as follows: Loss From Attributable to Foundation HealthCare common stock Revenue Continuing Operations Net Income (Loss) Net Loss Net Loss Per Share Supplemental Pro Forma: From 1/1/2015 to 12/31/2015 $ 180,144,000 $ (69,000 ) $ 6,662,000 $ (690,000 ) $ (0.04 ) From 1/1/2014 to 12/31/2014 $ 174,680,000 $ (23,781,000 ) $ (23,286,000 ) $ (27,894,000 ) $ (1.63 ) The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2015 | |
Divestitures [Abstract] | |
Divestitures | Note 5 – Divestitures On July 15, 2015, The Company sold its 10% interest in the Kirby Glen Surgery, LLC, one of the Company’s Equity Owned ASCs located in Houston, Texas. The Company received $0.2 million in combined proceeds for the sale of the equity interest and termination of the Company’s management agreement. On June 12, 2015, the Company executed an agreement pursuant to which the Company sold a portion of its 20% equity investment in Grayson County Physician Property, LLC (“GCPP”) through a series of transactions. In conjunction with the sale, the management agreement under which the Company provided certain services including billing and collections, general management services, legal support, and accounting services was terminated. The Company’s decision to sell the assets of GCPP was part of the Company’s strategic plan to focus on the growth of its majority owned surgical hospital businesses. The Company received $7.8 million of proceeds as a result of the sale and $0.5 million for the termination of the management agreement. The Company used $7.0 million of these proceeds to reduce the Company’s principal balance of the note held by Bank SNB (the Company’s senior lender). The remainder of the proceeds will be used for working capital needs and possible future acquisitions. See Note 6 – Discontinued Operations for additional information. On March 31, 2015, Houston Orthopedic Surgical Hospital, L.L.C. (“HOSH”), the Company’s Equity Owned hospital in Houston, Texas, sold substantially all of its assets under an asset purchase agreement. Given that the Company does not exhibit control with our 20% investment in HOSH, the Company accounts for its investment on a cost or cash basis. As a result of the HOSH sale, the Company received a distribution on May 12, 2015 for $1.8 million, of which $0.6 million is being held in escrow until April 2016. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 6 – Discontinued Operations The partial sale of GCPP in June 2015 was part of the Company’s strategic plan to focus on majority owned investments. As a result, the proceeds from the sale, the remaining equity ownership, and the results of operations and cash flows related to the equity investment in GCPP for all periods presented have been classified as discontinued operations. Therefore, the Company reclassified $2.2 million from equity method investments in affiliates to other assets from discontinued operations as of December 31, 2014. In addition, the Company reclassified $0.1 million and $0.6 million from equity in earnings from affiliates to income from discontinued operations, net of tax, for the years ending December 31, 2015 and 2014, respectively. The operating results for the Company’s discontinued operations for the year ended December 31, 2015 and 2014 are summarized below: 2015 2014 Revenues: Equity in earnings of GCCP $ 25,033 $ 611,696 Sleep operations — 123,729 Total revenues $ 25,033 $ 735,425 Net income (loss) before taxes: GCCP $ 25,033 $ 611,696 Sleep operations (94,480 ) (576,535 ) Gain on sale of equity investment in GCCP 6,331,048 — Gain on sale of building in GCCP 3,111,454 — Income tax (provision) benefit (3,181,334 ) 219,083 Net income from discontinued operations, net of tax $ 6,191,721 $ 254,244 The balance sheet items for discontinued operations as of December 31, 2015 and 2014 are summarized below: 2015 2014 Cash and cash equivalents $ 5,219 $ 8,148 Other current assets 411,171 334,293 Total current assets 416,390 342,441 Equity method investments — 2,164,110 Fixed assets, net 8,713 165,285 Total assets $ 425,103 $ 2,671,836 Payables and accrued liabilities 774,831 839,791 Income taxes payable 1,581,334 — Total liabilities $ 2,356,165 $ 839,791 |
Equity Investments in Affiliate
Equity Investments in Affiliates | 12 Months Ended |
Dec. 31, 2015 | |
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | |
Equity Investments in Affiliates | Note 7 – Equity Investments in Affiliates The Company invests in non-majority interests in its Affiliates. The Company’s equity investments and respective ownership interest as of December 31, 2015 and 2014 are as follows: Ownership % Affiliate Location 2015 2014 Surgical Hospitals: Grayson County Physicians Property, LLC Sherman, TX 0% 20% Houston Orthopedic Hospital, LLC Houston, TX 0% 20% Summit Medical Center Edmond, OK 8% 0% ASCs: Foundation Surgery Affiliate of Nacogdoches, LLP Nacogdoches, TX 13% 13% Kirby Glenn Surgery Center Houston, TX 0% 10% Park Ten Surgery Center/Physicians West Houston Houston, TX 10% 10% Foundation Surgery Affiliate of Middleburg Heights, LLC Middleburg Heights, OH 10% 10% Foundation Surgery Affiliate of Huntingdon Valley, LP Huntingdon Valley, PA 20% 20% New Jersey Surgery Center, LLC Mercerville, NJ 10% 10% Foundation Surgery Affiliate of Northwest Oklahoma City, LLC Oklahoma City, OK 20% 20% Cumberland Valley Surgery Center, LLC Hagerstown, MD 34% 32% Frederick Surgical Center, LLC Frederick, MD 20% 20% The results of operations for the years ended and as of December 31, 2015 and 2014, of the Company’s equity investments in Affiliates are as follows: 2015 2014 Net operating revenues $ 47,469,415 $ 62,439,568 Net income $ 10,879,168 $ 18,715,439 The results of financial position for the years ended and as of December 31, 2015 and 2014, of the Company’s equity investments in Affiliates are as follows: 2015 2014 Current assets $ 12,371,752 $ 12,458,663 Noncurrent assets 7,699,093 8,116,883 Total assets $ 20,070,845 $ 20,575,546 Current liabilities $ 4,240,326 $ 4,254,254 Noncurrent liabilities 2,266,793 1,928,324 Total liabilities $ 6,507,119 $ 6,182,578 Members' equity $ 13,563,726 $ 14,392,968 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 8 – Property and Equipment Following are the components of property and equipment included in the accompanying consolidated balance sheets as of December 31, 2015 and 2014: 2015 2014 Building under capital lease $ 29,072,672 $ — Furniture and equipment 69,352,608 22,813,790 Equipment under capital leases 8,997,715 7,874,259 Leasehold improvements 26,116,496 2,703,013 Land 2,065,000 2,065,000 135,604,491 35,456,062 Accumulated depreciation (82,089,368 ) (21,990,872 ) $ 53,515,123 $ 13,465,190 Depreciation expense for the years ended December 31, 2015 and 2014 was $5,697,962 and $5,550,161 respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Note 9 – Goodwill and Other Intangibles Changes in the carrying amount of goodwill during the years ended December 31, 2015 and 2014 were as follows: 2015 2014 Balance, beginning of year $ 973,927 $ 973,927 Business acquisition 9,449,931 — Balance, end of year $ 10,423,858 $ 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 years ended December 31, 2015 and 2014 were as follows: Carrying Accumulated Amount Amortization Net January 1, 2014 $ 14,524,500 $ (3,385,879 ) $ 11,138,621 Amortization — (2,058,226 ) (2,058,226 ) December 31, 2014 14,524,500 (5,444,105 ) 9,080,395 Amortization — (2,058,225 ) (2,058,225 ) December 31, 2015 $ 14,524,500 $ (7,502,330 ) $ 7,022,170 Intangible assets as of December 31, 2015 and 2014 include the following: Useful Carrying Accumulated 2014 Life (Years) Value Amortization Net Net Management fee contracts 6 - 8 $ 3,498,500 $ (2,604,777 ) $ 893,723 $ 1,328,593 Non-compete 5 2,027,000 (1,255,839 ) 771,161 1,177,333 Physician memberships 7 6,468,000 (2,926,000 ) 3,542,000 4,466,000 Trade name 5 381,000 (188,621 ) 192,379 270,038 Service contracts 10 2,150,000 (527,093 ) 1,622,907 1,838,431 $ 14,524,500 $ (7,502,330 ) $ 7,022,170 $ 9,080,395 Amortization expense for the next five years related to these intangible assets is expected to be as follows: Twelve months ending December 31, 2016 $ 2,057,698 2017 1,996,857 2018 1,219,708 2019 985,000 2020 215,000 Thereafter 547,907 |
Borrowings and Capital Lease Ob
Borrowings and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Borrowings and Capital Lease Obligations | Note 10 – Borrowings and Capital Lease Obligations The Company’s short-term debt obligations as of December 31, 2015 and 2014 are as follows: Rate (1) 2015 2014 Insurance premium financings 3.9 - 4.9% $ 308,769 $ 456,784 (1) Effective rate as of December 31, 2015 The Company has various insurance premium financing notes payable that bear interest rates ranging from 3.9% to 4.9%. The insurance notes mature from January 2015 to October 2015 and the Company is required to make monthly principal and interest payments totaling $50,731. The Company’s long-term debt as of December 31, 2015 and 2014 are as follows: Rate (1) Maturity Date 2015 2014 Senior Lender: Note payable 4.3% Dec. 2020 $ 28,375,000 $ 25,750,000 Line of credit 4.3% Dec. 2018 10,500,000 — Other Lenders: Note payable - subordinated note 7,900,000 — Note payable - equipment financing 4,893,702 — Total 51,668,702 25,750,000 Less: Current portion of long-term debt (7,358,688 ) (4,283,884 ) Long-term debt $ 44,310,014 $ 21,466,116 (1) Effective rate as of December 31, 2015 Texas Capital Bank Credit Facility Effective December 31, 2015, the Company entered into a Credit Agreement (the “TCB Credit Facility”) with Texas Capital Bank, National Association (“TCB”). The TCB Credit Facility replaced and consolidates all of the Company’s and the Company’s subsidiaries’ debt in the principal amount of $28.4 million, which is referred to as the Term Loan, and provides for an additional revolving loan in the amount of $12.5 million, which is referred to as the Revolving Loan. The Company has also entered into a number of ancillary agreements in connection with the TCB Credit Facility, including deposit account control agreements, subsidiary guarantees, security agreements and promissory notes. Maturity Dates. The Term Loan matures on December 30, 2020 and the Revolving Loan matures on December 30, 2018. Interest Rates. Borrowings under the TCB Credit Facility are made, at the Company’s option, as either Base Rate loans or LIBOR loans. “Base Rate” for any day is the highest of (i) the Prime Rate, (ii) the Federal Funds Rate plus one half of one percent (0.5%), and (iii) Adjusted LIBOR plus one percent (1.00%). LIBOR loans are based on either the one month, two month or three month LIBOR rate at the Company’s option. The interest rate is either a Base Rate or LIBOR plus the Applicable Margins based on our Senior Debt to EBITDA Ratio, as defined. The Applicable Margins are as follows: Pricing Level Senior Debt to EBITDA Ratio Base Rate Portion LIBOR Portion and Letter of Credit Fee Commitment Fee 1 < 2.0 : 1.0 2.75% 3.75% 0.375% 2 ≥ 2.0 : 1.0 but < 2.5 : 1.0 3.00% 4.00% 0.375% 3 ≤ 2.5 : 1.0 3.25% 4.25% 0.375% The Applicable Margin in effect will be adjusted within 45 days following the end of each quarter based on the Company’s Senior Debt to EBITDA ratio. The Senior Debt to EBITDA Ratio is calculated by dividing all of our senior indebtedness (excluding capital lease obligations for Foundation Surgical Hospital of Houston), that is by the Company’s EBITDA for the preceding four fiscal quarters. EBITDA is defined in the TCB Credit Facility as the Company’s net income plus the sum of minus the sum of Interest and Principal Payments. The Company is required to make quarterly payments of principal and interest on the Term Loan. The first four quarterly payments on the Term Loan will be $1,013,393, on the first day of each April, July, October, and January during the term hereof, commencing April 1, 2016. The Company is 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 each Loan. Borrowing Base . The Company’s ability to borrow money under the Revolving Loan is limited to the Company’s Borrowing Base. The Company’s Borrowing Base is equal to the (i) 80% of the eligible account of Foundation Surgical Hospital of San Antonio, not to exceed the outstanding principal balance of the intercompany note payable by the San Antonio Hospital to the Company, (ii) 80% of the eligible account of Foundation Surgical Hospital of El Paso, not to exceed the outstanding principal balance of the intercompany note payable by the El Paso Hospital to the Company, and (iii) 80% of the eligible account of Foundation Surgical Hospital of Houston, not to exceed the outstanding principal balance of the intercompany note payable by the Houston Hospital to the Company. Mandatory Prepayments. The Company must make mandatory prepayments of the Term Loans in the following situations, among others: · The Company must apply 100% of the net proceeds from the sale of worn out and obsolete equipment not necessary or useful for the conduct of the Company’s business; · Commencing with the fiscal year ending December 31, 2016, the Company must apply 50% of our Excess Cash Flow for such fiscal year to the installment payments due on the Company’s Term Loan; · The Company must apply 50% of the net cash proceeds from the issuance of equity interests to the installment payments due on the Company’s Term Loan; provided that no prepayment need to be made for the year ended December 31, 2016 once the Company has made mandatory prepayments in excess of $10,000,000; · The Company must apply 100% of the net cash proceeds from the issuance of debt (other than certain permitted debt) to the prepayment of the Term Loan; · The Company must prepay 100% of the net cash proceeds paid to the Company other than in the ordinary course of business; and · The Company must prepay 100% of the net cash proceeds the Company receives from the prepayment of intercompany notes. Voluntary Prepayments. The Company may prepay amounts under the Term Loan or Revolving Loan at any time provided that the Company is required to pay a prepayment fee 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 third anniversary. 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: Debt to EBITDA Ratio. As of December 31, 2015, the Company must maintain a Debt to EBITDA Ratio, not in excess of 3.50 to 1.00. Thereafter, the Company must maintain a Debt to EBITDA Ratio as of the last day of any fiscal quarter, not in excess of (a) 3.25 to 1.00 for the fiscal quarters ending December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016; (b) 2.75 to 1.00 for the fiscal quarters ending December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017; (c) 2.50 to 1.00 for the fiscal quarters ending December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018; and (d) 2.25 to 1.00 for the fiscal quarter ending December 31, 2018 and at the end of each fiscal quarter thereafter. As of December 31, 2015, the Company’s Debt to EBITDA Ratio was 2.66. Senior Debt to EBITDA Ratio . As of December 31, 2015, the Company must maintain a Senior Debt to EBITDA Ratio not in excess of 3.00 to 1.00. Thereafter, the Company must maintain a Senior Debt to EBITDA Ratio as of the last day of any fiscal quarter, not in excess of (a) 3.00 to 1.00 for the fiscal quarters ending December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016; (b) 2.50 to 1.00 for the fiscal quarters ending December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017; (c) 2.25 to 1.00 for the fiscal quarters ending December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018; and (d) 2.00 to 1.00 for the fiscal quarter ending December 31, 2018 and at the end of each fiscal quarter thereafter. As of December 31, 2015, the Company’s Senior Debt to EBITDA Ratio was 2.24. Pre-Distribution Fixed Charge Coverage Ratio . The Company must maintain as of the last day of any fiscal quarter a Pre-Distribution Fixed Charge Coverage Ratio in excess of 1.30 to 1.00. As of December 31, 2015, the Company’s Pre-Distribution Fixed Charge Coverage Ratio was 2.45. Post-Distribution Fixed Charge Coverage Ratio. The Company must maintain as of the last day of any fiscal quarter, a Post-Distribution Fixed Charge Coverage Ratio in excess of 1.05 to 1.00. As of December 31, 2015, the Company’s Pre-Distribution Fixed Charge Coverage Ratio was 1.30. Capital Expenditures. The Company shall not make capital expenditures in excess of $5,000,000 during any fiscal year. As of December 31, 2015, the Company is in compliance with all of the TCB Credit Facility financial covenants. Collateral. Payment and performance of the Company’s obligations under the TCB Credit Facility are secured in general by all of the Company and the Company’s guarantors’ assets. Negative Covenants . The TCB Credit Facility has restrictive covenants that, among other things, limits or restricts the Company’s ability to do the following without the consent of TCB:: · Incur additional indebtedness; · Create or incur additional liens on the Company’s assets; · Engage in mergers or acquisitions; · Pay dividends or make any other payment or distribution in respect of the Company’s equity interests; · Make loans and investments; · Issue equity; · Engage in transaction with affiliates; · Dispose of the Company’s assets; · Engage in any sale and leaseback arrangements; and · Prepay debt to debtors other than TCB. 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 uninsured judgment of $500,000 or more, failure of first liens on collateral and the termination of any of the Company’s management agreements that represent more than 10% of the Company’s management fees for the preceding 18 month period. In the event of a monetary default, all of the Company’s obligations due under the TCB 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 Texas Capital Bank has the right to declare the Company’s obligations due under the TCB Credit Facility immediately due and payable. At December 31, 2015, future maturities of long-term debt were as follows: Years ending December 31: 2016 $ 7,358,688 2017 6,383,211 2018 16,178,550 2019 5,174,629 2020 16,573,624 Thereafter — The Company’s capital leases obligations as of December 31, 2015 and 2014 are as follows: Rate (1) Maturity Date 2015 2014 Capital Leases Obligations: Building 7.5% Jul. 2036 $ 24,424,341 $ — Equipment 5.5% - 10.7% Jan. 2017 - Dec. 2020 4,291,618 4,010,766 Total 28,715,959 4,010,766 Less: Current portion of capital leases (1,721,600 ) (739,164 ) Capital leases obligations $ 26,994,359 $ 3,271,602 (1) Effective rate as of December 31, 2015 The Company has entered into a capital lease covering the FSH Houston hospital facility, see Note 4 - Acquisition. The capital lease bears an interest at fixed rate of 7.5%. The Company is required to make monthly principal and interest payments under the capital lease totaling $193,611. The Company has entered into various capital leases that are collateralized by certain computer and medical equipment used by the Company. The capital leases bear interest at fixed rates ranging from 5.5% to 10.7%. The Company is required to monthly principal and interest payments under the capital leases totaling $131,302. At December 31, 2015, future maturities of capital leases obligations were as follows: Years ended December 31: 2016 $ 1,721,600 2017 1,452,043 2018 1,339,094 2019 1,392,345 2020 1,427,022 Thereafter 21,383,855 |
Preferred Noncontrolling Intere
Preferred Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Preferred Noncontrolling Interests | Note 11 –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 1,000 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 87,000 shares of the Company’s common stock. The FHE Units provide for a cumulative preferred annual return of 9% on the amount allocated to the Class B membership interests. The FHE Units will be redeemed by FHE in four annual installments beginning in July 2014. The FHE Unit holders agreed to defer the first installment until March 2015. The first and second installments were paid on April 1 and October 4, 2015. The first three installments shall be in the amount of $10,000 per FHE Unit and the fourth installment will be in the amount of the unreturned capital contribution and any undistributed preferred distributions. The FHE Units are convertible at the election of the holder at any time prior to the complete redemption into restricted common shares of the Company at a conversion price of $20 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 | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Legal Issues – The Company is exposed to asserted and unasserted legal claims encountered in the normal course of business, including claims for damages for personal injuries, medical malpractice, breach of contracts, wrongful restriction of or interference with physicians’ staff privileges and employment related claims. In certain of these actions, plaintiffs request payment for damages, including punitive damages that may not be covered by insurance. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the operating results or the financial position of the Company. During the years ended December 31, 2015 and 2014, the Company did not incur any settlement expenses related to its ongoing asserted and unasserted legal claims. Operating Leases – The Company leases all of the real property used in its business for office space, surgical hospital facilities and certain medical equipment under operating lease agreements. Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the lease term (“Deferred Rent”). As of December 31, 2015 and 2014, the Company had Deferred Rent of $4,192,217 and $3,930,325, respectively, which is included in other liabilities in the accompanying consolidated balance sheets. In addition to minimum lease payments, certain leases require reimbursement for common area maintenance and insurance, which are expensed when incurred. The Company’s rental expense, net of sublease income, for operating leases for the years ended December 31, 2015 and 2014 were $9,462,991 and $9,933,563, respectively. Following is a summary of the future minimum lease payments under operating leases as of December 31, 2015: 2016 $ 11,424,443 2017 11,670,761 2018 11,702,509 2019 11,460,557 2020 11,739,984 Thereafter 72,920,292 Less: Sublease income (2,666,171 ) Total $ 128,252,375 At December 31, 2015 and 2014, the Company had current and long-term deferred lease incentives of $7,121,172 and $9,555,581, respectively. The lease incentives are included in current other liabilities and other liabilities the accompanying consolidated balance sheets and are amortized on a straight line basis over the life of the lease as a reduction in rent expense. Self-insurance – Effective January 1, 2014, the Company began using a combination of insurance and self-insurance for employee-related healthcare benefits. The self-insurance liability is determined actuarially, based on the actual claims filed and an estimate of incurred but not reported claims. Self-insurance reserves as of December 31, 2015 and 2014 were $424,593 and $560,851, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The income tax provision for the years ended December 31, 2015 and 2014 consists of: 2015 2014 Current (provision) benefit $ (280,097 ) $ (302,464 ) Deferred benefit 836,290 1,619,321 (Increase) decrease in valuation allowance 563,885 (465,069 ) Total (provision) benefit $ 1,120,078 $ 851,788 Tax (provision) benefit, discontinued operations $ (3,181,334 ) $ 219,083 Deferred income tax assets and liabilities as of December 31, 2015 and 2014 are comprised of: 2015 2014 Deferred income tax assets: Accounts receivable $ 15,581 $ 4,512 Accounts payable 103,052 712,683 Accrued liabilities 64,452 260,655 Deferred rent and lease incentives 3,454,238 3,856,114 Other assets 215,472 54,836 Total deferred tax assets 3,852,795 4,888,800 Valuation allowance (215,473 ) (779,358 ) Net deferred tax assets 3,637,322 4,109,442 Deferred income tax liabilities: Fixed assets (1,135,598 ) (1,267,740 ) Intangible assets (823,739 ) (1,103,847 ) Equity investments in affiliates (637,833 ) (861,869 ) Prepaid and other current assets (165,758 ) (207,976 ) Other non-current assets (38,104 ) — Total deferred tax liabilities (2,801,032 ) (3,441,432 ) Net deferred tax asset $ 836,290 $ 668,010 The change in the Company’s valuation allowance on deferred tax assets during the years ended December 31, 2015 and 2014 follows: 2015 2014 Beginning valuation allowance $ 779,358 $ 314,289 Change in valuation allowance (563,885 ) 465,069 Ending valuation allowance $ 215,473 $ 779,358 The Company’s effective income tax rate for continuing operations differs from the U.S. Federal statutory rate as follows: 2015 2014 Federal statutory rate 34 % 34 % State 4 % 4 % Adjustment to prior year accrual 4 % -23 % Permanent and other adjustments -6 % -10 % Changes in valuation allowances -11 % 23 % Noncontrolling interests -48 % -72 % Other — 2 % Effective income tax rate -23 % -42 % The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2009, 2011 and later tax returns are still subject to examination. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capital Structure | Note 14 – Capital Structure 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. 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 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. |
Stock Options, Grants and Warra
Stock Options, Grants and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options, Grants and Warrants | Note 15 – Stock Options, Grants and Warrants The Company has adopted the Amended and Restated 2008 Long-Term Incentive Plan (the “Incentive Plan”). The Incentive Plan consists of three separate stock incentive plans: a Non-Executive Officer Participant Plan, an Executive Officer Participant Plan and a Non-Employee Director Participant Plan. Except for administration and the category of employees eligible to receive incentive awards, the terms of the Non-Executive Officer Participant Plan and the Executive Officer Participant Plan are identical. The Non-Employee Director Plan has other variations in terms and only permits the grant of nonqualified stock options and restricted stock awards. Each incentive award will be pursuant to a written award agreement. The number of shares of common stock authorized and reserved under the Incentive Plan is 2,000,000. The fair value of each option and warrant grant is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Given the Company’s limited trading history and lack of employee option exercise history, the Company has included the assumptions and variables of similar companies in the determination of the actual variables used in the option pricing model. The Company bases the risk-free interest rate used in the option pricing model on U.S. Treasury zero-coupon issues. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore an expected dividend yield of zero is used in the option pricing model. The assumptions used to value the option and warrant grants are as follows: 2015 2014 Expected life (in years) — 2.5 Volatility — % 58 % Risk free interest rate — % 0.35 % Dividend yield — % 0 % Information with respect to stock options and warrants outstanding follows: Shares Average Exercise Price Outstanding at January 1, 2014 1,836,106 $ 12.91 Granted – warrants 1,500 5.00 Forfeited – options (2,000 ) 12.50 Forfeited – warrants (229,650 ) 15.82 Outstanding at December 31, 2014 1,605,956 12.50 Outstanding at December 31, 2015 1,605,956 12.50 Options and Warrants Outstanding Options and Warrants Exercisable Shares Outstanding at 12/31/15 Average Remaining Life (Years) Average Exercise Price Shares Outstanding At 12/31/15 Average Exercise Price Less than $5.00 102,000 3.6 $ 4.59 102,000 $ 4.59 $5.01 to $10.00 193,750 2.6 10.00 193,750 10.00 Greater than $10.00 1,310,206 2.9 13.48 1,310,046 13.48 Total 1,605,956 1,605,796 The options and warrants outstanding and options and warrants exercisable as of December 31, 2015 had no intrinsic value. The intrinsic value is calculated as the difference between the market value and exercise price of the shares. Information with respect to the Company’s restricted stock awards follows: Unvested Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2014 26,000 $ 4.70 Granted 971,755 3.62 Vested (212,415 ) 3.71 Forfeited (3,000 ) 4.90 Unvested at December 31, 2014 782,340 3.62 Granted 60,125 4.26 Vested (229,960 ) (3.71 ) Unvested at December 31, 2015 612,505 $ 3.65 During 2015 and 2014, the Company issued 60,125 and 971,755, respectively, restricted stock grant awards to certain key employees. The fair value of the restricted stock grant awards was approximately $256,000 and $3,518,000, respectively, and was calculated by multiplying the number of restricted shares issued times the closing share price on the date of issuance. The value of the stock grants is recorded as compensation over the requisite service period which equals vesting period of the stock award. During 2015 and 2014, the Company recorded compensation expense related to stock grant awards of approximately $1,637,000 and $1,337,000, respectively. As of December 31, 2015 and 2014, the Company had unrecognized compensation expense associated with the stock grants, options and warrants of approximately $1,599,000 and $2,290,000, respectively. |
Real Estate Transaction
Real Estate Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Real Estate Transaction | Note 16 – Real Estate Transaction On March 1, 2014, the Company executed a 15 year master lease on the building occupied by the Company’s hospital subsidiary in San Antonio, Texas for an annual rent of $2.3 million with annual escalations of 3%. The current lease income on the underlying sub-lease is approximately $2.1 million per year which includes the rent paid by FBH SA. The master lease is an operating lease. In conjunction with the master lease and certain other agreements with the landlord, the Company received $4.1 million at the time of the lease. Given the disparity between the annual rent expense under the master lease and the rental income of the underlying sub-lease, the gain from cash received at the execution of the lease was deferred and is being recognized on a straight-line basis as a reduction in the rent expense under the master lease. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 17 – Fair Value Measurements Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: • Level 1 • Level 2 • Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Recurring Fair Value Measurements: The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value. At December 31, 2015 and 2014, the fair value of the Company’s long-term debt approximated its fair value. Nonrecurring Fair Value Measurements: Acquisition – During 2015, the Company completed the University General Hospital, LP acquisition; see Note 4 – Acquisition for additional information. The assets acquired and liabilities assumed in the acquisition were recorded at their fair values on the date of acquisition. For the acquisition, the nonrecurring fair value measurements were developed using significant unobservable inputs (Level 3) using discounted cash flow calculations based upon the Company’s weighted average cost of capital and third-party valuation services. Assumptions used were similar to those that would be used by market participants performing valuations of these business units and were based on analysis of current and expected future economic conditions and the updated strategic plan for each business unit. The Company did not have assets measured at fair value on a nonrecurring basis in 2014. The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2015 follows: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2015: University General Hospital acquisition: Assets $ 58,133,000 $ — $ — $ 58,133,000 Liabilities (34,333,000 ) — — (34,333,000 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 – Related Party Transactions Effective June 1, 2014, the Company’s hospital subsidiary located in El Paso, Texas entered into a sublease agreement with The New Sleep Lab International, Ltd., referred to as New Sleep. New Sleep is controlled by Dr. Robert Moreno, one of our Directors. The sublease with New Sleep calls for monthly rent payments of $8,767 and the sublease expires on November 30, 2018. The space subleased from New Sleep will be sublet to physician partners and casual uses of our hospital and is located in a building that also houses one of our imaging facilities. During the year ended December 31, 2015, the Company incurred approximately $109,142 in lease expense under the terms of the lease. As of December 31, 2015, the Company had $0.2 million on deposit at Valliance Bank. Valliance Bank is controlled by Mr. Roy T. Oliver, one of our greater than 5% shareholders and affiliates. Non-controlling interests in Valliance Bank are held by Mr. Stanton Nelson, the Company’s chief executive officer and Mr. Joseph Harroz, Jr., a director of the Company. Mr. Nelson and Mr. Harroz also serve as directors of Valliance Bank. The Company has office space subject to a lease agreement with City Place, LLC (“City Place”). Under the lease agreement, the Company pays monthly rent of $17,970 until June 30, 2014; $0 from July 1, 2014 to January 31, 2015 and $17,970 from February 1, 2015 to May 31, 2015 plus additional payments for allocable basic expenses of City Place; the lease as terminated early effective May 31, 2015, in which the Company agreed to pay $89,850 in five equal installments of $17,970 ending October 31, 2015. Non-controlling interests in City Place are held by Roy T. Oliver, one of the Company’s greater than 5% shareholders and affiliates. During the years ended December 31, 2015 and 2014, the Company incurred approximately $53,900 and $146,000, respectively, in lease expense under the terms of the lease. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events Management evaluated all activity of the Company and concluded that no material subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation – The accompanying consolidated financial statements include the accounts of Foundation Healthcare, Inc. and its wholly owned, majority owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for its investments in Affiliates in which the Company exhibits significant influence, but not control, in accordance with the equity method of accounting. The Company does not consolidate its equity method investments, but rather measures them at their initial costs and then subsequently adjusts their carrying values through income for their respective shares of the earnings or losses during the period. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary. |
Use of estimates | Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Reclassifications | Reclassifications – Certain amounts presented in prior years have been reclassified to conform to the current year’s presentation. Such reclassifications had no effect on net income. |
Revenue recognition and accounts receivable | Revenue recognition and accounts receivable – The Company recognizes revenues in the period in which services are performed and charged. Accounts receivable primarily consist of amounts due from third-party payors and patients. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Amounts the Company receives for treatment of patients covered by governmental programs such as Medicare and Medicaid and other third-party payors such as health maintenance organizations, preferred provider organizations and other private insurers are generally less than the Company’s established billing rates. Additionally, to provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the revenues and accounts receivable reported in the Company’s consolidated financial statements are recorded at the net amount expected to be received. During the years ended December 31, 2015 and 2014, the Company’s revenue payor mix was as follows: 2015 2014 Commercial health insurance payors 73 % 67 % Medicare and Medicaid 21 % 24 % Patient self-pay 2 % 4 % Provision for doubtful accounts (5 %) (5 %) Management fees from affiliates 4 % 5 % Other 5 % 5 % |
Contractual Discounts and Cost Report Settlements | Contractual Discounts and Cost Report Settlements Cost report settlements under reimbursement agreements with Medicare and Medicaid are estimated and recorded in the period the related services are rendered and are adjusted in future periods as final settlements are determined. There is a reasonable possibility that recorded estimates will change by a material amount in the near term. The net cost report settlements due to the Company were approximately $500,000 and $618,000 at December 31, 2015 and 2014, respectively, and are in included in prepaid and other current assets in the accompanying consolidated balance sheets. We reduced our cost report estimate by $117,900 during 2015 based on our final filed cost report for 2014 and an estimate of the 2015 cost report. We adjusted our 2014 estimate by $382,955 for estimated cost report settlements in 2014. 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 The Company has an established process to determine the adequacy of the allowance for doubtful accounts that relies on a number of analytical tools and benchmarks to arrive at a reasonable allowance. No single statistic or measurement determines the adequacy of the allowance for doubtful accounts. Some of the analytical tools that the Company utilizes include, but are not limited to, the aging of accounts receivable, historical cash collection experience, revenue trends by payor classification, the status of claims submitted to third party payors, reason codes for declined claims and an assessment of the Company’s ability to address the issue and resubmit the claim and whether a patient is on a payment plan and making payments consistent with that plan. Accounts receivable are written off after collection efforts have been followed in accordance with the Company’s policies. Due to the nature of the healthcare industry and the reimbursement environment in which the Company operates, certain estimates are required to record net revenues and accounts receivable at their net realizable values at the time products or services are provided. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available, which could have a material impact on the Company’s operating results and cash flows in subsequent periods. Specifically, the complexity of many third-party billing arrangements and the uncertainty of reimbursement amounts for certain services from certain payors may result in adjustments to amounts originally recorded. The patient and their third party insurance provider typically share in the payment for the Company’s products and services. The amount patients are responsible for includes co-payments, deductibles, and amounts not covered due to the provider being out-of-network. Due to uncertainties surrounding deductible levels and the number of out-of-network patients, the Company is not certain of the full amount of patient responsibility at the time of service. The Company estimates amounts due from patients prior to service and generally collects those amounts prior to service. Remaining amounts due from patients are then billed following completion of service. The activity in the allowances for doubtful accounts for the years ending December 31, 2015 and 2014 follows: 2015 2014 Balance at beginning of period $ 1,742,000 $ 4,778,915 Reclassification to contractual allowance — (832,384 ) Acquisition (see Note 4) 4,854,000 — Provisions recognized as reduction in revenues 6,359,423 5,118,194 Write-offs, net of recoveries (6,893,423 ) (7,322,725 ) Balance at end of period $ 6,062,000 $ 1,742,000 |
Cash and cash equivalents | Cash and cash equivalents – The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. Certificates of deposit with original maturities of more than three months are also considered cash equivalents if there are no restrictions on withdrawing funds from the account. |
Restricted Cash | Restricted cash – As of December 31, 2015 and 2014, the Company had restricted cash of approximately $ 0.2 million and $0.7 million, respectively, included in prepaid and other current assets in the accompanying consolidated balance sheets. The restricted cash is pledged as collateral against certain debt of the Company. |
Receivables from Affiliates | Receivables from Affiliates – Receivables from Affiliates are stated at the amount billed to the Affiliates plus any accrued and unpaid interest. |
Supplies inventories | Supplies inventories – Supplies inventories are stated at the lower of cost or market and primarily include operating supplies used in the direct or indirect treatment of patients. The Company accounts for inventories using the first in–first out method of accounting for substantially all of its inventories. |
Property and equipment | Property and equipment – Property and equipment is stated at cost and depreciated using the straight line method to depreciate the cost of various classes of assets over their estimated useful lives. At the time assets are sold or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and depreciation accounts; profits and losses on such dispositions are reflected in current operations. Fully depreciated assets are written off against accumulated depreciation. Assets under capital leases are amortized using the straight-line method over the shorter of the estimated useful life of the assets or life of the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are as follows: Asset Class Useful Life Building under capital lease 30 years Furniture and equipment 3 to 7 years Equipment under capital leases 3 to 7 years Leasehold improvements 5 to 10 years or remaining lease period, whichever is shorter |
Long-lived assets | Long-lived assets – The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows. Fair value estimates are derived from established market values of comparable assets or internal calculations of estimated future net cash flows. The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. The Company’s assumptions take into account revenue and expense growth rates, patient volumes, changes in payor mix and changes in legislation and other payor payment patterns. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets – Goodwill is not amortized; instead, it is reviewed for impairment annually (in the fourth quarter) or more frequently if indicators of impairment exist or if a decision is made to sell a business. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. Goodwill is allocated among and evaluated for impairment at the reporting unit level. The Financial Accounting Standards Board (FASB) guidance on testing goodwill for impairment provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test (described below), otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test. The Company evaluates goodwill for impairment at least on an annual basis and more frequently if certain indicators are encountered. Goodwill is to be tested at the reporting unit level, defined as an ASC or hospital (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. The Company completed its annual impairment test as of December 31, 2015, and determined that goodwill was not impaired. Intangible assets other than goodwill which include customer relationships, customer files, covenants not to compete, trademarks and payor contracts are amortized over their estimated useful lives using the straight line method. The remaining lives range from two to eight years. The Company evaluates the recoverability of identifiable intangible asset whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. |
Noncontrolling Interests | Noncontrolling Interests – Noncontrolling interests in the results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of the various consolidated subsidiaries. The noncontrolling interests in the consolidated balance sheet reflect the original investment by these noncontrolling shareholders in these consolidated subsidiaries, along with their proportional share of the earnings or losses of these subsidiaries less distributions made to these noncontrolling interest holders. |
Legal Issues | Legal Issues – For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is deemed to be probable and the loss is reasonably estimable. Management determines the likelihood of an unfavorable outcome based on many factors such as the nature of the matter, available defenses and case strategy, progress of the matter, views and opinions of legal counsel and other advisors, applicability and success of appeals processes, and the outcome of similar historical matters, among others. Once an unfavorable outcome is deemed probable, management weighs the probability of estimated losses, and the most reasonable loss estimate is recorded. If an unfavorable outcome of a matter is deemed to be reasonably possible, then the matter is disclosed and no liability is recorded. With respect to unasserted claims or assessments, management must first determine that the probability that an assertion will be made is likely, then, a determination as to the likelihood of an unfavorable outcome and the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis or sooner if significant changes in matters have occurred to determine if a change in the likelihood of an unfavorable outcome or the estimate of a loss is necessary. |
Concentration of credit risk | Concentration of credit risk – The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk. As of December 31, 2015 and 2014, the Company had cash deposits in excess of FDIC limits of $ 2.4 million and $1.9 million, respectively. |
Advertising Costs | Advertising Costs – Advertising costs are expensed as incurred. Advertising expense for 2015 and 2014, included in continuing operations, was approximately $ 279,000 and $312,000, respectively. |
Acquisition Costs | Acquisition Costs – Acquisition costs are charged directly to expense when incurred. |
Income Taxes | Income Taxes – The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the Company determines that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings in the period in which the Company makes such a determination. The Company classifies interest and penalties related to its tax positions as a component of income tax expense. The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2015, is not material to its results of operations, financial condition or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2015, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. |
Loss per share | Loss per share – Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings (loss) per share are excluded from the calculation. The dilutive potential common shares on options and warrants are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potential dilutive effect of the securities. The following securities were not included in the computation of diluted earnings (loss) per share from continuing operations or discontinued operations as their effect would be anti-dilutive: 2015 2014 Stock options and warrants 1,605,956 1,605,956 |
Stock options | Stock options – The Company accounts for its stock option grants using the modified prospective method. Under the modified prospective method, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. |
Recently Adopted and Recently Issued Accounting Guidance | Recently Adopted and Recently Issued Accounting Guidance Adopted Guidance On January 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. In November 2015, the FASB, issued updated guidance on the presentation requirements for deferred income tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company adopted these provisions during the fourth quarter of 2015 and retrospectively for all periods presented. The adoption had no impact on the Company’s results of operations or cash flows. 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 April 2015, the FASB issued changes to the presentation of debt issuance costs. Currently, such costs are required to be presented as a noncurrent asset in an entity’s balance sheet and amortized into interest expense over the term of the related debt instrument. The changes require that debt issuance costs be presented in an entity’s balance sheet as a direct deduction from the carrying value of the related debt liability. The amortization of debt issuance costs remains unchanged. These changes become effective for the Company on January 1, 2016. Management has determined that the adoption of these changes will result in a decrease of approximately $644,000 to both other assets and long-term debt, less amount due within one year of the accompanying consolidated balance sheet. In July 2015, the FASB issued changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes do not apply to inventories measured using LIFO (last-in, first-out) or the retail inventory method. Currently, the Company applies the net realizable value market option to measure its inventories at the lower of cost or market. These changes become effective for the Company on January 1, 2017. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. In September 2015, the FASB issued changes to the accounting for business combinations simplifying the accounting for measurement period Adjustments. The update eliminates the requirement for an acquirer to retrospectively adjust its financial statements for changes to provisional amounts that are identified during the measurement-period following the consummation of a business combination. Instead, the update requires these types of adjustments to be made during the reporting period in which they are identified and would require additional disclosure or separate presentation of the portion of the adjustment that would have been recorded in the previously reported periods as if the adjustment to the provisional amounts had been recognized as of the acquisition date. This change is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those years. The adoption of these changes is not expected to have a material impact on the Company’s results of operations. In February 2016, the FASB issued changes to the accounting for leases, which requires an entity that leases assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and must be adopted using a modified retrospective approach. Management is currently evaluating the impact of this update on the 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, 2018 and early adoption is not permitted. Management is currently evaluating the potential impact of these changes on the Company’s consolidated financial statements. In August 2014, the FASB issued changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management has determined that the adoption of these changes will not have an impact on the Company’s consolidated financial statements. Subsequent to adoption, this guidance will need to be applied by management at the end of each annual period and interim period therein to determine what, if any, impact there will be on the consolidated financial statements in a given reporting period. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Revenue Payor Mix | During the years ended December 31, 2015 and 2014, the Company’s revenue payor mix was as follows: 2015 2014 Commercial health insurance payors 73 % 67 % Medicare and Medicaid 21 % 24 % Patient self-pay 2 % 4 % Provision for doubtful accounts (5 %) (5 %) Management fees from affiliates 4 % 5 % Other 5 % 5 % |
Allowance for Doubtful Accounts | The activity in the allowances for doubtful accounts for the years ending December 31, 2015 and 2014 follows: 2015 2014 Balance at beginning of period $ 1,742,000 $ 4,778,915 Reclassification to contractual allowance — (832,384 ) Acquisition (see Note 4) 4,854,000 — Provisions recognized as reduction in revenues 6,359,423 5,118,194 Write-offs, net of recoveries (6,893,423 ) (7,322,725 ) Balance at end of period $ 6,062,000 $ 1,742,000 |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Asset Class Useful Life Building under capital lease 30 years Furniture and equipment 3 to 7 years Equipment under capital leases 3 to 7 years Leasehold improvements 5 to 10 years or remaining lease period, whichever is shorter |
Securities Not Included in Computation of Diluted Earnings (Loss) Per Share from Continuing or Discontinued Operations | The following securities were not included in the computation of diluted earnings (loss) per share from continuing operations or discontinued operations as their effect would be anti-dilutive: 2015 2014 Stock options and warrants 1,605,956 1,605,956 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Preliminary Purchase Allocation to the fair value of the Assets Acquired and Liabilities Assumed | The preliminary purchase allocations for the Acquisition are as follows: Preliminary Accounts receivable $ 7,229,000 Supplies inventories 1,689,000 Other current assets 395,000 Total current assets 9,313,000 Property and equipment 40,363,000 Other assets 307,000 Goodwill 9,450,000 Total assets acquired 59,433,000 Liabilities assumed: Accounts payable and accrued liabilities 1,589,000 Current portion of long-term debt and capital lease obligations 4,740,000 Total current liabilities 6,329,000 Long-term debt and capital lease obligations, net of current portion 28,004,000 Total liabilities assumed 34,333,000 Net assets acquired $ 25,100,000 |
Revenue and Earnings of Combined Entity Acquisition | The revenue and earnings of the combined entity had the Acquisition date been January 1, 2015 are as follows: Loss From Attributable to Foundation HealthCare common stock Revenue Continuing Operations Net Income (Loss) Net Loss Net Loss Per Share Supplemental Pro Forma: From 1/1/2015 to 12/31/2015 $ 180,144,000 $ (69,000 ) $ 6,662,000 $ (690,000 ) $ (0.04 ) From 1/1/2014 to 12/31/2014 $ 174,680,000 $ (23,781,000 ) $ (23,286,000 ) $ (27,894,000 ) $ (1.63 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Operating Results and Balance Sheet Items of Discontinued Operations | The operating results for the Company’s discontinued operations for the year ended December 31, 2015 and 2014 are summarized below: 2015 2014 Revenues: Equity in earnings of GCCP $ 25,033 $ 611,696 Sleep operations — 123,729 Total revenues $ 25,033 $ 735,425 Net income (loss) before taxes: GCCP $ 25,033 $ 611,696 Sleep operations (94,480 ) (576,535 ) Gain on sale of equity investment in GCCP 6,331,048 — Gain on sale of building in GCCP 3,111,454 — Income tax (provision) benefit (3,181,334 ) 219,083 Net income from discontinued operations, net of tax $ 6,191,721 $ 254,244 The balance sheet items for discontinued operations as of December 31, 2015 and 2014 are summarized below: 2015 2014 Cash and cash equivalents $ 5,219 $ 8,148 Other current assets 411,171 334,293 Total current assets 416,390 342,441 Equity method investments — 2,164,110 Fixed assets, net 8,713 165,285 Total assets $ 425,103 $ 2,671,836 Payables and accrued liabilities 774,831 839,791 Income taxes payable 1,581,334 — Total liabilities $ 2,356,165 $ 839,791 |
Equity Investments in Affilia30
Equity Investments in Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | |
Summary of Equity Investments and Ownership Interests | The Company invests in non-majority interests in its Affiliates. The Company’s equity investments and respective ownership interest as of December 31, 2015 and 2014 are as follows: Ownership % Affiliate Location 2015 2014 Surgical Hospitals: Grayson County Physicians Property, LLC Sherman, TX 0% 20% Houston Orthopedic Hospital, LLC Houston, TX 0% 20% Summit Medical Center Edmond, OK 8% 0% ASCs: Foundation Surgery Affiliate of Nacogdoches, LLP Nacogdoches, TX 13% 13% Kirby Glenn Surgery Center Houston, TX 0% 10% Park Ten Surgery Center/Physicians West Houston Houston, TX 10% 10% Foundation Surgery Affiliate of Middleburg Heights, LLC Middleburg Heights, OH 10% 10% Foundation Surgery Affiliate of Huntingdon Valley, LP Huntingdon Valley, PA 20% 20% New Jersey Surgery Center, LLC Mercerville, NJ 10% 10% Foundation Surgery Affiliate of Northwest Oklahoma City, LLC Oklahoma City, OK 20% 20% Cumberland Valley Surgery Center, LLC Hagerstown, MD 34% 32% Frederick Surgical Center, LLC Frederick, MD 20% 20% |
Summary of Unaudited Results of Operations and Financial Position of Equity Investments in Affiliates | The results of operations for the years ended and as of December 31, 2015 and 2014, of the Company’s equity investments in Affiliates are as follows: 2015 2014 Net operating revenues $ 47,469,415 $ 62,439,568 Net income $ 10,879,168 $ 18,715,439 The results of financial position for the years ended and as of December 31, 2015 and 2014, of the Company’s equity investments in Affiliates are as follows: 2015 2014 Current assets $ 12,371,752 $ 12,458,663 Noncurrent assets 7,699,093 8,116,883 Total assets $ 20,070,845 $ 20,575,546 Current liabilities $ 4,240,326 $ 4,254,254 Noncurrent liabilities 2,266,793 1,928,324 Total liabilities $ 6,507,119 $ 6,182,578 Members' equity $ 13,563,726 $ 14,392,968 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment Accompanying Consolidated Balance Sheets | Following are the components of property and equipment included in the accompanying consolidated balance sheets as of December 31, 2015 and 2014: 2015 2014 Building under capital lease $ 29,072,672 $ — Furniture and equipment 69,352,608 22,813,790 Equipment under capital leases 8,997,715 7,874,259 Leasehold improvements 26,116,496 2,703,013 Land 2,065,000 2,065,000 135,604,491 35,456,062 Accumulated depreciation (82,089,368 ) (21,990,872 ) $ 53,515,123 $ 13,465,190 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the years ended December 31, 2015 and 2014 were as follows: 2015 2014 Balance, beginning of year $ 973,927 $ 973,927 Business acquisition 9,449,931 — Balance, end of year $ 10,423,858 $ 973,927 |
Changes in Carrying Amount of Intangible Assets | Changes in the carrying amount of intangible assets during the years ended December 31, 2015 and 2014 were as follows: Carrying Accumulated Amount Amortization Net January 1, 2014 $ 14,524,500 $ (3,385,879 ) $ 11,138,621 Amortization — (2,058,226 ) (2,058,226 ) December 31, 2014 14,524,500 (5,444,105 ) 9,080,395 Amortization — (2,058,225 ) (2,058,225 ) December 31, 2015 $ 14,524,500 $ (7,502,330 ) $ 7,022,170 |
Intangible Assets | Intangible assets as of December 31, 2015 and 2014 include the following: Useful Carrying Accumulated 2014 Life (Years) Value Amortization Net Net Management fee contracts 6 - 8 $ 3,498,500 $ (2,604,777 ) $ 893,723 $ 1,328,593 Non-compete 5 2,027,000 (1,255,839 ) 771,161 1,177,333 Physician memberships 7 6,468,000 (2,926,000 ) 3,542,000 4,466,000 Trade name 5 381,000 (188,621 ) 192,379 270,038 Service contracts 10 2,150,000 (527,093 ) 1,622,907 1,838,431 $ 14,524,500 $ (7,502,330 ) $ 7,022,170 $ 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 ending December 31, 2016 $ 2,057,698 2017 1,996,857 2018 1,219,708 2019 985,000 2020 215,000 Thereafter 547,907 |
Borrowings and Capital Lease 33
Borrowings and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Debt Obligations | The Company’s short-term debt obligations as of December 31, 2015 and 2014 are as follows: Rate (1) 2015 2014 Insurance premium financings 3.9 - 4.9% $ 308,769 $ 456,784 (1) Effective rate as of December 31, 2015 |
Schedule of Borrowings | The Company’s long-term debt as of December 31, 2015 and 2014 are as follows: Rate (1) Maturity Date 2015 2014 Senior Lender: Note payable 4.3% Dec. 2020 $ 28,375,000 $ 25,750,000 Line of credit 4.3% Dec. 2018 10,500,000 — Other Lenders: Note payable - subordinated note 7,900,000 — Note payable - equipment financing 4,893,702 — Total 51,668,702 25,750,000 Less: Current portion of long-term debt (7,358,688 ) (4,283,884 ) Long-term debt $ 44,310,014 $ 21,466,116 (1) Effective rate as of December 31, 2015 |
Schedule of Applicable Margins Rate | The Applicable Margins are as follows: Pricing Level Senior Debt to EBITDA Ratio Base Rate Portion LIBOR Portion and Letter of Credit Fee Commitment Fee 1 < 2.0 : 1.0 2.75% 3.75% 0.375% 2 ≥ 2.0 : 1.0 but < 2.5 : 1.0 3.00% 4.00% 0.375% 3 ≤ 2.5 : 1.0 3.25% 4.25% 0.375% |
Future Maturities of Long-Term Debt | At December 31, 2015, future maturities of long-term debt were as follows: Years ending December 31: 2016 $ 7,358,688 2017 6,383,211 2018 16,178,550 2019 5,174,629 2020 16,573,624 Thereafter — |
Schedule Of Capital Leases Obligations | The Company’s capital leases obligations as of December 31, 2015 and 2014 are as follows: Rate (1) Maturity Date 2015 2014 Capital Leases Obligations: Building 7.5% Jul. 2036 $ 24,424,341 $ — Equipment 5.5% - 10.7% Jan. 2017 - Dec. 2020 4,291,618 4,010,766 Total 28,715,959 4,010,766 Less: Current portion of capital leases (1,721,600 ) (739,164 ) Capital leases obligations $ 26,994,359 $ 3,271,602 (1) Effective rate as of December 31, 2015 |
Future Maturities of Capital Leases Obligations | At December 31, 2015, future maturities of capital leases obligations were as follows: Years ended December 31: 2016 $ 1,721,600 2017 1,452,043 2018 1,339,094 2019 1,392,345 2020 1,427,022 Thereafter 21,383,855 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments under Operating Leases | Following is a summary of the future minimum lease payments under operating leases as of December 31, 2015: 2016 $ 11,424,443 2017 11,670,761 2018 11,702,509 2019 11,460,557 2020 11,739,984 Thereafter 72,920,292 Less: Sublease income (2,666,171 ) Total $ 128,252,375 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | The income tax provision for the years ended December 31, 2015 and 2014 consists of: 2015 2014 Current (provision) benefit $ (280,097 ) $ (302,464 ) Deferred benefit 836,290 1,619,321 (Increase) decrease in valuation allowance 563,885 (465,069 ) Total (provision) benefit $ 1,120,078 $ 851,788 Tax (provision) benefit, discontinued operations $ (3,181,334 ) $ 219,083 |
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities as of December 31, 2015 and 2014 are comprised of: 2015 2014 Deferred income tax assets: Accounts receivable $ 15,581 $ 4,512 Accounts payable 103,052 712,683 Accrued liabilities 64,452 260,655 Deferred rent and lease incentives 3,454,238 3,856,114 Other assets 215,472 54,836 Total deferred tax assets 3,852,795 4,888,800 Valuation allowance (215,473 ) (779,358 ) Net deferred tax assets 3,637,322 4,109,442 Deferred income tax liabilities: Fixed assets (1,135,598 ) (1,267,740 ) Intangible assets (823,739 ) (1,103,847 ) Equity investments in affiliates (637,833 ) (861,869 ) Prepaid and other current assets (165,758 ) (207,976 ) Other non-current assets (38,104 ) — Total deferred tax liabilities (2,801,032 ) (3,441,432 ) Net deferred tax asset $ 836,290 $ 668,010 |
Change in Valuation Allowance on Deferred Tax Assets | The change in the Company’s valuation allowance on deferred tax assets during the years ended December 31, 2015 and 2014 follows: 2015 2014 Beginning valuation allowance $ 779,358 $ 314,289 Change in valuation allowance (563,885 ) 465,069 Ending valuation allowance $ 215,473 $ 779,358 |
Effective Income Tax Rate | The Company’s effective income tax rate for continuing operations differs from the U.S. Federal statutory rate as follows: 2015 2014 Federal statutory rate 34 % 34 % State 4 % 4 % Adjustment to prior year accrual 4 % -23 % Permanent and other adjustments -6 % -10 % Changes in valuation allowances -11 % 23 % Noncontrolling interests -48 % -72 % Other — 2 % Effective income tax rate -23 % -42 % |
Stock Options, Grants and War36
Stock Options, Grants and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions used to Value Option and Warrant Grants | The assumptions used to value the option and warrant grants are as follows: 2015 2014 Expected life (in years) — 2.5 Volatility — % 58 % Risk free interest rate — % 0.35 % Dividend yield — % 0 % |
Information with Respect to Stock Options and Warrants Outstanding | Information with respect to stock options and warrants outstanding follows: Shares Average Exercise Price Outstanding at January 1, 2014 1,836,106 $ 12.91 Granted – warrants 1,500 5.00 Forfeited – options (2,000 ) 12.50 Forfeited – warrants (229,650 ) 15.82 Outstanding at December 31, 2014 1,605,956 12.50 Outstanding at December 31, 2015 1,605,956 12.50 Options and Warrants Outstanding Options and Warrants Exercisable Shares Outstanding at 12/31/15 Average Remaining Life (Years) Average Exercise Price Shares Outstanding At 12/31/15 Average Exercise Price Less than $5.00 102,000 3.6 $ 4.59 102,000 $ 4.59 $5.01 to $10.00 193,750 2.6 10.00 193,750 10.00 Greater than $10.00 1,310,206 2.9 13.48 1,310,046 13.48 Total 1,605,956 1,605,796 |
Information with respect to Restricted Stock Awards | Information with respect to the Company’s restricted stock awards follows: Unvested Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2014 26,000 $ 4.70 Granted 971,755 3.62 Vested (212,415 ) 3.71 Forfeited (3,000 ) 4.90 Unvested at December 31, 2014 782,340 3.62 Granted 60,125 4.26 Vested (229,960 ) (3.71 ) Unvested at December 31, 2015 612,505 $ 3.65 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Fair Value Measurements for Assets Measured at Fair Value on Nonrecurring Basis | The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2015 follows: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2015: University General Hospital acquisition: Assets $ 58,133,000 $ — $ — $ 58,133,000 Liabilities (34,333,000 ) — — (34,333,000 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Jan. 08, 2015shares | May. 12, 2014 | Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 29, 2014shares |
Basis of Presentation [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 | ||||
Common stock, shares outstanding | 17,263,842 | 17,303,180 | 17,263,842 | 172,638,414 | |
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 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Adjustments for cost report settlements | $ 117,900 | $ 382,955 |
Likelihood percentage for impairment minimum | 50.00% | |
Cash deposits in excess of FDIC limits | $ 2,400,000 | 1,900,000 |
Advertising expense | $ 279,000 | 312,000 |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 2 years | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 8 years | |
Prepaid and Other Current Assets | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Cost settlements adjustment amount | $ 500,000 | 618,000 |
Restricted cash | 200,000 | $ 700,000 |
Net Income Loss | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Prior period reclassification adjustment | 0 | |
Other Assets And Long Term Debt | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Prior period reclassification adjustment | $ 644,000 |
Revenue Payor Mix (Detail)
Revenue Payor Mix (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Third Party Payor | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 73.00% | 67.00% |
Medicare and Medicaid | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 21.00% | 24.00% |
Patient self-pay | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 2.00% | 4.00% |
Provision For Doubtful Accounts | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | (5.00%) | (5.00%) |
Management fees from affiliates | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 4.00% | 5.00% |
Other | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Revenues by payer type sales revenue percentage | 5.00% | 5.00% |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance For Doubtful Accounts Receivable Rollforward | ||
Balance at beginning of period | $ 1,742,000 | $ 4,778,915 |
Reclassification to contractual allowance | (832,384) | |
Acquisition (see Note 4) | 4,854,000 | |
Provisions recognized as reduction in revenues | 6,359,423 | 5,118,194 |
Write-offs, net of recoveries | (6,893,423) | (7,322,725) |
Balance at end of period | $ 6,062,000 | $ 1,742,000 |
Estimated Useful Lives of Prope
Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Building under capital lease | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Furniture and equipment | Minimum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and equipment | Maximum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Equipment under capital leases | Minimum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Equipment under capital leases | Maximum | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Leasehold improvements | |
Property Plant And Equipment Estimated Useful Lives [Line Items] | |
Property, plant and equipment, useful life | 5 to 10 years or remaining lease period, whichever is shorter |
Securities Not Included in Comp
Securities Not Included in Computation of Diluted Earnings (Loss) Per Share from Continuing or Discontinued Operations (Detail) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Stock options and warrants | 1,605,956 | 1,605,956 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($)Bed | |
Business Acquisition [Line Items] | |
Incurred expenses | $ 273,000 |
UGH | |
Business Acquisition [Line Items] | |
Number of acquired beds | Bed | 69 |
Cash paid for net of asset acquired | $ 25,100,000 |
Preliminary Purchase Allocation
Preliminary Purchase Allocation to the fair value of the Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Accounts receivable | $ 7,229,000 | ||
Supplies inventories | 1,689,000 | ||
Other current assets | 395,000 | ||
Total current assets | 9,313,000 | ||
Property and equipment | 40,363,000 | ||
Other assets | 307,000 | ||
Goodwill | 10,423,858 | $ 973,927 | $ 973,927 |
Total assets acquired | 59,433,000 | ||
Accounts payable and accrued liabilities | 1,589,000 | ||
Current portion of long-term debt and capital lease obligations | 4,740,000 | ||
Total current liabilities | 6,329,000 | ||
Long-term debt and capital lease obligations, net of current portion | 28,004,000 | ||
Total liabilities assumed | 34,333,000 | ||
Net assets acquired | 25,100,000 | ||
UGH | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 9,450,000 |
Revenue and Earnings of Combine
Revenue and Earnings of Combined Entity Acquisition (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Supplemental Pro Forma, Revenues | $ 180,144,000 | $ 174,680,000 |
Supplemental Pro Forma, Loss from Continuing Operations | (69,000) | (23,781,000) |
Supplemental Pro Forma, Net Income (Loss) | 6,662,000 | (23,286,000) |
Supplemental Pro Forma Net Loss Attributable to Foundation HealthCare common stock | $ (690,000) | $ (27,894,000) |
Supplemental Pro Forma Net Loss Per Share Attributable to Foundation HealthCare common stock | $ (0.04) | $ (1.63) |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) | Jul. 15, 2015 | Jun. 12, 2015 | May. 12, 2015 | Dec. 31, 2014 |
Divestitures [Line Items] | ||||
Proceeds from sale of equity investment | $ 7,800,000 | $ 178,000 | ||
Proceeds from termination of management agreement | 500,000 | |||
Bank SNB | ||||
Divestitures [Line Items] | ||||
Repayment of principal balance of notes | $ 7,000,000 | |||
GCPP | ||||
Divestitures [Line Items] | ||||
Equity method investment percentage sold | 20.00% | |||
Houston Texas | Kirby Glen Surgery, LLC | ||||
Divestitures [Line Items] | ||||
Equity method investment percentage sold | 10.00% | |||
Proceeds from sale of equity investment | $ 200,000 | |||
Houston Texas | Houston Orthopedic Surgical Hospital, L.L.C | ||||
Divestitures [Line Items] | ||||
Equity method investment percentage sold | 20.00% | |||
Proceeds from sale of equity investment | $ 1,800,000 | |||
Escrow related to sale of property of equity investee | $ 600,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Reclassification of equity method investments to other assets | $ 2.2 | |
Reclassification of earnings from affiliates to income | $ 0.1 | $ 0.6 |
Operating Results and Balance S
Operating Results and Balance Sheet Items of Discontinued Operations (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenues | $ 25,033 | $ 735,425 |
Income tax (provision) benefit | (3,181,334) | 219,083 |
Income from discontinued operations, net of tax | 6,191,721 | 254,244 |
Cash and cash equivalents | 5,219 | 8,148 |
Other current assets | 411,171 | 334,293 |
Total current assets | 416,390 | 342,441 |
Equity method investments | 2,164,110 | |
Fixed assets, net | 8,713 | 165,285 |
Total assets | 425,103 | 2,671,836 |
Payables and accrued liabilities | 774,831 | 839,791 |
Income taxes payable | 1,581,334 | |
Total liabilities | 2,356,165 | 839,791 |
GCPP | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenues | 25,033 | 611,696 |
Net income (loss) before taxes | 25,033 | 611,696 |
Gain on sale of equity investment in GCCP | 6,331,048 | |
Sleep Operations | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenues | 123,729 | |
Net income (loss) before taxes | (94,480) | $ (576,535) |
Building | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Gain on sale of equity investment in GCCP | $ 3,111,454 |
Summary of Equity Investments a
Summary of Equity Investments and Ownership Interests (Detail) | Dec. 30, 2015 | Dec. 31, 2014 |
Grayson County Physicians Property LLC | Sherman TX | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 0.00% | 20.00% |
Houston Orthopedic Hospital LLC | Houston TX | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 0.00% | 20.00% |
Summit Medical Center | Edmond OK | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 8.00% | 0.00% |
Foundation Surgery Affiliate of Nacogdoches LLP | Nacogdoches TX | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 13.00% | 13.00% |
Kirby Glen Surgery Center | Houston TX | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 0.00% | 10.00% |
Park Ten Surgery Center | Houston TX | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Foundation Surgery Affiliate of Middleburg Heights LLC | Middleburg Heights OH | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Foundation Surgery Affiliate of Huntingdon Valley LP | Huntingdon Valley PA | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
New Jersey Surgery Center LLC | Mercerville NJ | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 10.00% | 10.00% |
Foundation Surgery Affiliate of Northwest Oklahoma City LLC | Oklahoma City OK | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
Cumberland Valley Surgery Center LLC | Hagerstown MD | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 34.00% | 32.00% |
Frederick Surgical Center LLC | Frederick MD | ||
Investments In And Advances To Affiliates [Line Items] | ||
Equity investments, ownership interest | 20.00% | 20.00% |
Summary of Unaudited Results of
Summary of Unaudited Results of Operations and Financial Position of Equity Investments in Affiliates (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Investments In And Advances To Affiliates Schedule Of Investments [Abstract] | ||
Net operating revenues | $ 47,469,415 | $ 62,439,568 |
Net income | 10,879,168 | 18,715,439 |
Current assets | 12,371,752 | 12,458,663 |
Noncurrent assets | 7,699,093 | 8,116,883 |
Total assets | 20,070,845 | 20,575,546 |
Current liabilities | 4,240,326 | 4,254,254 |
Noncurrent liabilities | 2,266,793 | 1,928,324 |
Total liabilities | 6,507,119 | 6,182,578 |
Members' equity | $ 13,563,726 | $ 14,392,968 |
Summary of Property and Equipme
Summary of Property and Equipment Accompanying Consolidated Balance Sheets (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 135,604,491 | $ 35,456,062 |
Accumulated depreciation | (82,089,368) | (21,990,872) |
Property and equipment, net | 53,515,123 | 13,465,190 |
Building under capital lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,072,672 | |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 69,352,608 | 22,813,790 |
Equipment under capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,997,715 | 7,874,259 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 26,116,496 | 2,703,013 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,065,000 | $ 2,065,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | ||
Depreciation Expense | $ 5,697,962 | $ 5,550,161 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance, beginning of year | $ 973,927 | $ 973,927 |
Business acquisition | 9,449,931 | 0 |
Balance, end of year | $ 10,423,858 | $ 973,927 |
Changes in Carrying Amount of I
Changes in Carrying Amount of Intangible Assets (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Intangible asset carrying amount | $ 14,524,500 | $ 14,524,500 | $ 14,524,500 |
Intangible asset accumulated amortization, beginning balance | (5,444,105) | (3,385,879) | |
Intangible asset, accumulated amortization | (2,058,225) | (2,058,226) | |
Intangible asset accumulated amortization, ending balance | (7,502,330) | (5,444,105) | |
Intangible asset beginning balance, net | 9,080,395 | 11,138,621 | |
Amortization expense | (2,058,225) | (2,058,226) | |
Intangible asset ending balance, net | $ 7,022,170 | $ 9,080,395 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset carrying amount | $ 14,524,500 | $ 14,524,500 | $ 14,524,500 |
Accumulated Amortization | (7,502,330) | (5,444,105) | (3,385,879) |
Intangible assets, net | 7,022,170 | 9,080,395 | $ 11,138,621 |
Management Fee Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset carrying amount | 3,498,500 | ||
Accumulated Amortization | (2,604,777) | ||
Intangible assets, net | $ 893,723 | 1,328,593 | |
Non-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 5 years | ||
Intangible asset carrying amount | $ 2,027,000 | ||
Accumulated Amortization | (1,255,839) | ||
Intangible assets, net | $ 771,161 | 1,177,333 | |
Physician memberships | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 7 years | ||
Intangible asset carrying amount | $ 6,468,000 | ||
Accumulated Amortization | (2,926,000) | ||
Intangible assets, net | $ 3,542,000 | 4,466,000 | |
Trade Name | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 5 years | ||
Intangible asset carrying amount | $ 381,000 | ||
Accumulated Amortization | (188,621) | ||
Intangible assets, net | $ 192,379 | 270,038 | |
Service Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 10 years | ||
Intangible asset carrying amount | $ 2,150,000 | ||
Accumulated Amortization | (527,093) | ||
Intangible assets, net | $ 1,622,907 | $ 1,838,431 | |
Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 2 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 | 8 years | ||
Maximum | Management Fee Contracts | |||
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 8 years |
Amortization Expense for Next F
Amortization Expense for Next Five Years Related to Intangible Assets (Detail) | Dec. 31, 2015USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2,016 | $ 2,057,698 |
2,017 | 1,996,857 |
2,018 | 1,219,708 |
2,019 | 985,000 |
2,020 | 215,000 |
Thereafter | $ 547,907 |
Schedule of Short-Term Debt Obl
Schedule of Short-Term Debt Obligations (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Short-term Debt [Line Items] | |||
Short-term debt | $ 308,769 | $ 456,784 | |
Insurance premium financings | |||
Short-term Debt [Line Items] | |||
Short-term debt | $ 308,769 | $ 456,784 | |
Debt instrument, effective interest rate, minimum | [1] | 3.90% | |
Debt instrument, effective interest rate, maximum | [1] | 4.90% | |
[1] | Effective rate as of December 31, 2015 |
Borrowings and Capital Lease 59
Borrowings and Capital Lease Obligations - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt | $ 51,668,702 | $ 51,668,702 | $ 25,750,000 | |||||||||||||
Prepayment fee percentage on term loan or revolving 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 but prior to third anniversary | 1.00% | |||||||||||||||
Debt to EBITDA ratio | 266.00% | |||||||||||||||
Pre-Distribution fixed charge coverage ratio | 245.00% | |||||||||||||||
Post-Distribution fixed charge coverage ratio | 130.00% | |||||||||||||||
Amount of uninsured judgment triggering default | $ 500,000 | $ 500,000 | ||||||||||||||
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 uninsured judgment of $500,000 or more, failure of first liens on collateral and the termination of any of the Company’s management agreements that represent more than 10% of the Company’s management fees for the preceding 18 month period. In the event of a monetary default, all of the Company’s obligations due under the TCB 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 Texas Capital Bank has the right to declare the Company’s obligations due under the TCB Credit Facility immediately due and payable. | |||||||||||||||
Senior Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior debt to EBITDA ratio | 224.00% | |||||||||||||||
Capital Lease Obligations | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Monthly principal and interest payment | $ 131,302 | |||||||||||||||
Capital Lease Obligations | FSH Houston hospital facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Monthly principal and interest payment | $ 193,611 | |||||||||||||||
Debt instrument, effective interest rate | 7.50% | 7.50% | ||||||||||||||
TCB Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate description | “Base Rate” for any day is the highest of (i) the Prime Rate, (ii) the Federal Funds Rate plus one half of one percent (0.5%), and (iii) Adjusted LIBOR plus one percent (1.00%). LIBOR loans are based on either the one month, two month or three month LIBOR rate at the Company’s option. | |||||||||||||||
Maximum allowable amount of capital expenditure | $ 5,000,000 | |||||||||||||||
TCB Credit Facility | Federal Funds Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument basis spread on variable rate | 0.50% | |||||||||||||||
TCB Credit Facility | LIBOR Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument basis spread on variable rate | 1.00% | |||||||||||||||
Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt | $ 28,400,000 | $ 28,400,000 | ||||||||||||||
Debt instrument maturity date | Dec. 30, 2020 | |||||||||||||||
Mandatory prepayment for future payment condition description | provided that no prepayment need to be made for the year ended December 31, 2016 once the Company has made mandatory prepayments in excess of $10,000,000 | |||||||||||||||
Percentage of prepayment on net proceeds from the sale of worn out and obsolete equipment | 100.00% | 100.00% | ||||||||||||||
Percentage of prepayment on net cash proceeds from the issuance of equity interests | 50.00% | 50.00% | ||||||||||||||
Percentage of prepayment on net cash proceeds from issuance of debt | 100.00% | 100.00% | ||||||||||||||
Percentage of prepayment on net cash proceeds paid to the Company other than ordinary course of business | 100.00% | 100.00% | ||||||||||||||
Percentage of prepayment on net cash proceeds from the prepayment of intercompany notes | 100.00% | 100.00% | ||||||||||||||
Term Loan | First Four Quarterly Payments | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Quarterly principal payment | $ 1,013,393 | |||||||||||||||
Term Loan | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of installment payment on excess cash flow | 50.00% | |||||||||||||||
Revolving Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit collateralized | $ 12,500,000 | $ 12,500,000 | ||||||||||||||
Debt instrument maturity date | Dec. 30, 2018 | |||||||||||||||
Revolving Loan | TCB Credit Facility | Foundation Surgical Hospital of San Antonio | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of eligible account not to exceed the outstanding principal balance of intercompany note payable | 80.00% | |||||||||||||||
Revolving Loan | TCB Credit Facility | Foundation Surgical Hospital of El Paso | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of eligible account not to exceed the outstanding principal balance of intercompany note payable | 80.00% | |||||||||||||||
Revolving Loan | TCB Credit Facility | FSH Houston hospital facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of eligible account not to exceed the outstanding principal balance of intercompany note payable | 80.00% | |||||||||||||||
Insurance premium financings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, effective interest rate, minimum | [1] | 3.90% | ||||||||||||||
Debt instrument, effective interest rate, maximum | [1] | 4.90% | ||||||||||||||
Monthly principal and interest payment | $ 50,731 | |||||||||||||||
Minimum | Capital Lease Obligations | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, effective interest rate | 5.50% | 5.50% | ||||||||||||||
Minimum | Insurance premium financings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, maturity month and year | 2015-01 | |||||||||||||||
Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt to EBITDA ratio | 325.00% | 350.00% | ||||||||||||||
Senior debt to EBITDA ratio | 300.00% | |||||||||||||||
Pre-Distribution fixed charge coverage ratio | 130.00% | |||||||||||||||
Post-Distribution fixed charge coverage ratio | 105.00% | |||||||||||||||
Maximum | Senior Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior debt to EBITDA ratio | 300.00% | |||||||||||||||
Maximum | Capital Lease Obligations | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, effective interest rate | 10.70% | 10.70% | ||||||||||||||
Maximum | Scenario Forecast | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt to EBITDA ratio | 225.00% | 250.00% | 250.00% | 250.00% | 250.00% | 275.00% | 275.00% | 275.00% | 275.00% | 325.00% | 32500.00% | 325.00% | ||||
Maximum | Scenario Forecast | Senior Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior debt to EBITDA ratio | 200.00% | 225.00% | 225.00% | 225.00% | 225.00% | 250.00% | 250.00% | 250.00% | 250.00% | 300.00% | 300.00% | 300.00% | ||||
Maximum | Insurance premium financings | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, maturity month and year | 2015-10 | |||||||||||||||
[1] | Effective rate as of December 31, 2015 |
Schedule of Long-Term Debt (Det
Schedule of Long-Term Debt (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Long term debt | $ 51,668,702 | $ 25,750,000 | |
Less: Current portion of long-term debt | (7,358,688) | (4,283,884) | |
Long-term debt | 44,310,014 | 21,466,116 | |
Senior Lender | |||
Debt Instrument [Line Items] | |||
Note payable | 28,375,000 | $ 25,750,000 | |
Line of credit | $ 10,500,000 | ||
Senior Lender | Note Payable | |||
Debt Instrument [Line Items] | |||
Debt instrument, effective interest rate | [1] | 4.30% | |
Debt instrument maturity date | 2020-12 | ||
Senior Lender | Line of credit | |||
Debt Instrument [Line Items] | |||
Debt instrument, effective interest rate | [1] | 4.30% | |
Debt instrument maturity date | 2018-12 | ||
Other Lenders | Note Payable Subordinated Note | |||
Debt Instrument [Line Items] | |||
Note payable | $ 7,900,000 | ||
Other Lenders | Note payable - equipment financing | |||
Debt Instrument [Line Items] | |||
Note payable | $ 4,893,702 | ||
[1] | Effective rate as of December 31, 2015 |
Schedule of Applicable Margins
Schedule of Applicable Margins Rate (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Senior Debt To EBITDA Ratio One | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.375% |
Senior Debt To EBITDA Ratio One | Base Rate Portion | |
Debt Instrument [Line Items] | |
Debt instrument basis spread on variable rate | 2.75% |
Senior Debt To EBITDA Ratio One | LIBOR Portion and Letter of Credit Fee | |
Debt Instrument [Line Items] | |
Debt instrument basis spread on variable rate | 3.75% |
Senior Debt To EBITDA Ratio One | Maximum | |
Debt Instrument [Line Items] | |
Senior Debt to EBITDA Ratio | 2.00% |
Senior Debt To EBITDA Ratio Two | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.375% |
Senior Debt To EBITDA Ratio Two | Base Rate Portion | |
Debt Instrument [Line Items] | |
Debt instrument basis spread on variable rate | 3.00% |
Senior Debt To EBITDA Ratio Two | LIBOR Portion and Letter of Credit Fee | |
Debt Instrument [Line Items] | |
Debt instrument basis spread on variable rate | 4.00% |
Senior Debt To EBITDA Ratio Two | Maximum | |
Debt Instrument [Line Items] | |
Senior Debt to EBITDA Ratio | 2.50% |
Senior Debt To EBITDA Ratio Two | Minimum | |
Debt Instrument [Line Items] | |
Senior Debt to EBITDA Ratio | 2.00% |
Senior Debt To EBITDA Ratio Three | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.375% |
Senior Debt To EBITDA Ratio Three | Base Rate Portion | |
Debt Instrument [Line Items] | |
Debt instrument basis spread on variable rate | 3.25% |
Senior Debt To EBITDA Ratio Three | LIBOR Portion and Letter of Credit Fee | |
Debt Instrument [Line Items] | |
Debt instrument basis spread on variable rate | 4.25% |
Senior Debt To EBITDA Ratio Three | Maximum | |
Debt Instrument [Line Items] | |
Senior Debt to EBITDA Ratio | 2.50% |
Future Maturities Long-Term Deb
Future Maturities Long-Term Debt (Detail) | Dec. 31, 2015USD ($) |
Maturities Of Long Term Debt [Abstract] | |
2,016 | $ 7,358,688 |
2,017 | 6,383,211 |
2,018 | 16,178,550 |
2,019 | 5,174,629 |
2,020 | $ 16,573,624 |
Schedule of Capital Leases Obli
Schedule of Capital Leases Obligations (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Operating Leased Assets [Line Items] | |||
Capital Leases Obligations: | $ 28,715,959 | $ 4,010,766 | |
Less: Current portion of capital leases | (1,721,600) | (739,164) | |
Capital leases obligations | 26,994,359 | 3,271,602 | |
Building | |||
Operating Leased Assets [Line Items] | |||
Capital Leases Obligations: | 24,424,341 | ||
Equipment | |||
Operating Leased Assets [Line Items] | |||
Capital Leases Obligations: | $ 4,291,618 | $ 4,010,766 | |
Capital Lease Obligations | Building | |||
Operating Leased Assets [Line Items] | |||
Debt instrument, effective interest rate | [1] | 7.50% | |
Debt instrument maturity date | 2036-07 | ||
Capital Lease Obligations | Minimum | |||
Operating Leased Assets [Line Items] | |||
Debt instrument, effective interest rate | 5.50% | ||
Capital Lease Obligations | Minimum | Equipment | |||
Operating Leased Assets [Line Items] | |||
Debt instrument, effective interest rate | [1] | 5.50% | |
Debt instrument maturity date | 2017-01 | ||
Capital Lease Obligations | Maximum | |||
Operating Leased Assets [Line Items] | |||
Debt instrument, effective interest rate | 10.70% | ||
Capital Lease Obligations | Maximum | Equipment | |||
Operating Leased Assets [Line Items] | |||
Debt instrument, effective interest rate | [1] | 10.70% | |
Debt instrument maturity date | 2020-12 | ||
[1] | Effective rate as of December 31, 2015 |
Future Maturities of Capital Le
Future Maturities of Capital Leases (Detail) | Dec. 31, 2015USD ($) |
Maturities Of Longterm Debt And Capital Lease Obligations [Abstract] | |
2,016 | $ 1,721,600 |
2,017 | 1,452,043 |
2,018 | 1,339,094 |
2,019 | 1,392,345 |
2,020 | 1,427,022 |
Thereafter | $ 21,383,855 |
Preferred Noncontrolling Inte65
Preferred Noncontrolling Interests - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Schedule Of Equity Method Investments [Line Items] | |||
Common stock, shares issued | 17,303,180 | 17,263,842 | |
Common stock value | $ 1,730 | $ 1,726 | |
Amount of unreturned capital contribution and undistributed preferred distributions | $ 10,000 | ||
Conversion price per share | $ 20 | ||
Common Stock | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total consideration | $ 435,000 | ||
Number of shares sold | 87,000 | ||
Foundation Health Enterprises LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Offering cost | $ 100,000 | ||
Common stock, shares issued | 1,000 | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Legal claims settlement expenses | $ 0 | $ 0 |
Deferred rent | 4,192,217 | 3,930,325 |
Rental expense net of sublease income for operating leases | 9,462,991 | 9,933,563 |
Current and long-term deferred lease incentives | 7,121,172 | 9,555,581 |
Self Insurance Reserves | $ 424,593 | $ 560,851 |
Summary of Future Minimum Lease
Summary of Future Minimum Lease Payments under Operating Leases (Detail) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 11,424,443 |
2,017 | 11,670,761 |
2,018 | 11,702,509 |
2,019 | 11,460,557 |
2,020 | 11,739,984 |
Thereafter | 72,920,292 |
Less: Sublease income | (2,666,171) |
Total | $ 128,252,375 |
Income Tax Provision (Detail)
Income Tax Provision (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current (provision) benefit | $ (280,097) | $ (302,464) |
Deferred benefit | 836,290 | 1,619,321 |
(Increase) decrease in valuation allowance | 563,885 | (465,069) |
Total (provision) benefit | 1,120,078 | 851,788 |
Income tax (provision) benefit | $ (3,181,334) | $ 219,083 |
Deferred Income Tax Assets and
Deferred Income Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax assets: | |||
Accounts receivable | $ 15,581 | $ 4,512 | |
Accounts payable | 103,052 | 712,683 | |
Accrued liabilities | 64,452 | 260,655 | |
Deferred rent and lease incentives | 3,454,238 | 3,856,114 | |
Other assets | 215,472 | 54,836 | |
Total deferred tax assets | 3,852,795 | 4,888,800 | |
Valuation allowance | (215,473) | (779,358) | $ (314,289) |
Net deferred tax assets | 3,637,322 | 4,109,442 | |
Deferred income tax liabilities: | |||
Fixed assets | (1,135,598) | (1,267,740) | |
Intangible assets | (823,739) | (1,103,847) | |
Equity investments in affiliates | (637,833) | (861,869) | |
Prepaid and other current assets | (165,758) | (207,976) | |
Other non-current assets | (38,104) | ||
Total deferred tax liabilities | (2,801,032) | (3,441,432) | |
Net deferred tax asset | $ 836,290 | $ 668,010 |
Change in Valuation Allowance o
Change in Valuation Allowance on Deferred Tax Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Tax Assets Net Of Valuation Allowance [Abstract] | ||
Beginning valuation allowance | $ 779,358 | $ 314,289 |
Change in valuation allowance | (563,885) | 465,069 |
Ending valuation allowance | $ 215,473 | $ 779,358 |
Effective Income Tax Rate (Deta
Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
State | 4.00% | 4.00% |
Adjustment to prior year accrual | 4.00% | (23.00%) |
Permanent and other adjustments | (6.00%) | (10.00%) |
Changes in valuation allowances | (11.00%) | 23.00% |
Noncontrolling interests | (48.00%) | (72.00%) |
Other | 2.00% | |
Effective income tax rate | (23.00%) | (42.00%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Tax Year 2009 | |
Income Taxes [Line Items] | |
Earliest tax year subject to examination | 2,009 |
Tax Year 2011 | |
Income Taxes [Line Items] | |
Earliest tax year subject to examination | 2,011 |
Capital Structure - Additional
Capital Structure - Additional Information (Detail) | Jan. 08, 2015shares | May. 12, 2014 | Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 29, 2014shares |
Equity Note [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 | ||||
Common stock, shares outstanding | 17,263,842 | 17,303,180 | 17,263,842 | 172,638,414 | |
Maximum | |||||
Equity Note [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.33 | ||||
Minimum | |||||
Equity Note [Line Items] | |||||
Common stock reverse split, conversion ratio | 0.1 |
Stock Options, Grants and War74
Stock Options, Grants and Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock authorized and reserved under incentive plan | 2,000,000 | |
Options and warrants outstanding, intrinsic value | $ 0 | |
Options and warrants exercisable, intrinsic value | $ 0 | |
Employee and Director | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, restricted stock units issued | 60,125 | 971,755 |
Share based compensation arrangement by share based payment award fair value of restricted stock units released | $ 256,000 | $ 3,518,000 |
Compensation expense recognized in period for restricted stock awards | 1,637,000 | 1,337,000 |
Employee service share based compensation unrecognized compensation costs on restricted stock awards | $ 1,599,000 | $ 2,290,000 |
Assumptions used to Value Optio
Assumptions used to Value Option and Warrant Grants (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected life (in years) | 0 years | 2 years 6 months |
Volatility | 58.00% | |
Risk free interest rate | 0.35% | |
Dividend yield | 0.00% |
Information with Respect to Sto
Information with Respect to Stock Options and Warrants Outstanding (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options and Warrants | |||
Number of options and warrants | |||
Outstanding, beginning balance | 1,605,956 | 1,836,106 | |
Outstanding, ending balance | 1,605,956 | 1,605,956 | 1,836,106 |
Weighted average exercise price, options and warrants | |||
Weighted average exercise price, outstanding beginning balance | $ 12.50 | $ 12.91 | |
Weighted average exercise price, outstanding ending balance | $ 12.50 | $ 12.50 | $ 12.91 |
Options and warrants outstanding, shares | 1,605,956 | ||
Options and warrants exercisable, Shares | 1,605,796 | ||
Stock Options and Warrants | Less than $5.00 | |||
Weighted average exercise price, options and warrants | |||
Option and warrants, exercise price range, upper range limit | $ 5 | ||
Options and warrants outstanding, shares | 102,000 | ||
Options and warrants outstanding, average remaining life (years) | 3 years 7 months 6 days | ||
Options and warrants outstanding, average exercise price | $ 4.59 | ||
Options and warrants exercisable, Shares | 102,000 | ||
Options and warrants exercisable, average exercise price | $ 4.59 | ||
Stock Options and Warrants | $5.01 to $10.00 | |||
Weighted average exercise price, options and warrants | |||
Option and warrants, exercise price range, lower range limit | 5.01 | ||
Option and warrants, exercise price range, upper range limit | $ 10 | ||
Options and warrants outstanding, shares | 193,750 | ||
Options and warrants outstanding, average remaining life (years) | 2 years 7 months 6 days | ||
Options and warrants outstanding, average exercise price | $ 10 | ||
Options and warrants exercisable, Shares | 193,750 | ||
Options and warrants exercisable, average exercise price | $ 10 | ||
Stock Options and Warrants | Greater than $10.00 | |||
Weighted average exercise price, options and warrants | |||
Option and warrants, exercise price range, lower range limit | $ 10 | ||
Options and warrants outstanding, shares | 1,310,206 | ||
Options and warrants outstanding, average remaining life (years) | 2 years 10 months 24 days | ||
Options and warrants outstanding, average exercise price | $ 13.48 | ||
Options and warrants exercisable, Shares | 1,310,046 | ||
Options and warrants exercisable, average exercise price | $ 13.48 | ||
Warrant | |||
Number of options and warrants | |||
Granted | 1,500 | ||
Forfeited | (229,650) | ||
Weighted average exercise price, options and warrants | |||
Weighted average exercise price, Granted | 5 | ||
Weighted average exercise price, Forfeited | 15.82 | ||
Stock Option | |||
Number of options and warrants | |||
Forfeited | (2,000) | ||
Weighted average exercise price, options and warrants | |||
Weighted average exercise price, Forfeited | $ 12.50 |
Information with respect to Res
Information with respect to Restricted Stock Awards (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||
Shares, Beginning balance | 782,340 | 26,000 |
Shares, Granted | 60,125 | 971,755 |
Shares, Vested | (229,960) | (212,415) |
Shares, Forfeited | (3,000) | |
Shares, Ending balance | 612,505 | 782,340 |
Weighted average grant date fair value | ||
Weighted average grant date fair value, Beginning Balance | $ 3.62 | $ 4.70 |
Weighted average grant date fair value, Granted | 4.26 | 3.62 |
Weighted average grant date fair value, Vested | (3.71) | 3.71 |
Weighted average grant date fair value, Forfeited | 4.90 | |
Weighted average grant date fair value, Ending Balance | $ 3.65 | $ 3.62 |
Real Estate Transaction - Addit
Real Estate Transaction - Additional Information (Detail) - USD ($) | Mar. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Real Estate Properties [Line Items] | |||
Annual rental payments | $ 9,462,991 | $ 9,933,563 | |
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 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2014USD ($) |
Fair Value, Measurements, Nonrecurring | |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | |
Assets | $ 0 |
Fair Value Measurements for Ass
Fair Value Measurements for Assets Measured at Fair Value on Nonrecurring Basis (Detail) - Fair Value, Measurements, Nonrecurring - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | |
UGH | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
Assets | $ 58,133,000 | |
Liabilities | (34,333,000) | |
Significant Unobservable Inputs (Level 3) | UGH | ||
Fair Value Assets And Liabilities Measured On Nonrecurring Basis [Line Items] | ||
Assets | 58,133,000 | |
Liabilities | $ (34,333,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jun. 01, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May. 31, 2015USD ($)Installment |
Related Party Transaction [Line Items] | ||||
2,016 | $ 11,424,443 | |||
New Sleep Lab International, Ltd. | ||||
Related Party Transaction [Line Items] | ||||
Income on underlying sub-lease | $ 8,767 | |||
Sublease expiration date | Nov. 30, 2018 | |||
Lease expense | 109,142 | |||
Valliance Bank | ||||
Related Party Transaction [Line Items] | ||||
Related party deposit | $ 200,000 | |||
Roy T. Oliver | ||||
Related Party Transaction [Line Items] | ||||
Percentage of ownership in shareholders and affiliates | 5.00% | |||
City Place | ||||
Related Party Transaction [Line Items] | ||||
Lease expense | $ 53,900 | $ 146,000 | ||
Lease agreement monthly rent description | The Company pays monthly rent of $17,970 until June 30, 2014; $0 from July 1, 2014 to January 31, 2015 and $17,970 from February 1, 2015 to May 31, 2015 plus additional payments for allocable basic expenses of City Place | |||
Lease expiration date | Oct. 31, 2015 | |||
2,016 | $ 89,850 | |||
Number of equal monthly installments | Installment | 5 | |||
Lease agreement, installment amount | $ 17,970 | |||
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% |