Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'First Choice Healthcare Solutions, Inc. | ' |
Entity Central Index Key | '0001416876 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'FCHS | ' |
Entity Common Stock, Shares Outstanding | ' | 17,081,248 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $310,617 | $739,158 |
Cash-restricted | 303,772 | 256,246 |
Accounts receivable | 1,747,000 | 1,272,155 |
Prepaid and other current assets | 153,159 | 140,580 |
Capitalized financing costs, current portion | 57,348 | 57,348 |
Total current assets | 2,571,896 | 2,465,487 |
Property, plant and equipment, net of accumulated depreciation of $2,084,066 and $1,959,127, respectively | 8,548,115 | 8,662,057 |
Other assets | ' | ' |
Capitalized financing costs, long term portion | 110,855 | 131,540 |
Patient list, net of accumulated amortization of $40,000 and $35,000, respectively | 260,000 | 265,000 |
Patents | 286,500 | 286,500 |
Deposits | 2,713 | 2,713 |
Total other assets | 660,068 | 685,753 |
Total assets | 11,780,079 | 11,813,297 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 536,038 | 459,000 |
Stock based payable | 144,100 | 166,340 |
Line of credit, short term | 900,000 | 800,000 |
Convertible note payable, short term portion | 598,666 | 0 |
Notes payable, current portion | 782,978 | 743,787 |
Unearned revenue | 49,754 | 74,934 |
Total current liabilities | 3,011,536 | 2,244,061 |
Long term debt: | ' | ' |
Deposits held | 72,901 | 72,901 |
Convertible note payable, long term portion | 1,795,998 | 2,347,403 |
Notes payable, long term portion | 8,699,044 | 8,935,473 |
Total long term debt | 10,567,943 | 11,355,777 |
Total liabilities | 13,579,479 | 13,599,838 |
Stockholders' deficit | ' | ' |
Preferred stock, $0.01 par value; 1,000,000 shares authorized, Nil issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized, 16,793,248 and 16,747,248 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 16,793 | 16,747 |
Additional paid in capital | 11,582,443 | 11,560,249 |
Accumulated deficit | -13,398,636 | -13,363,537 |
Total stockholders' deficit | -1,799,400 | -1,786,541 |
Total liabilities and stockholders' deficit | $11,780,079 | $11,813,297 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accumulated depreciation of property plant and equipment (in dollars) | $2,084,066 | $1,959,127 |
Accumulated amortization (in dollars) | $40,000 | $35,000 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,793,248 | 16,747,248 |
Common stock, shares outstanding | 16,793,248 | 16,747,248 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues: | ' | ' |
Patient service revenue | $2,010,974 | $1,135,012 |
Provision for bad debts | -38,144 | 0 |
Net patient service revenue | 1,972,830 | 1,135,012 |
Rental revenue | 261,923 | 266,669 |
Total revenue | 2,234,753 | 1,401,681 |
Operating expenses: | ' | ' |
Salaries & benefits | 1,065,521 | 622,759 |
Other operating expenses | 429,291 | 304,475 |
General & administrative | 405,912 | 253,019 |
Depreciation and amortization | 134,719 | 122,620 |
Total operating expenses | 2,035,443 | 1,302,873 |
Net income from operations | 199,310 | 98,808 |
Other income (expense): | ' | ' |
Miscellaneous income | 750 | 750 |
Loss on change in fair value of derivative liability | 0 | -40,649 |
Amortization financing costs | -15,906 | -14,337 |
Interest expense, net | -219,253 | -299,641 |
Total other income (expense) | -234,409 | -353,877 |
Net loss before provision for income taxes | -35,099 | -255,069 |
Income taxes (benefit) | 0 | 0 |
NET LOSS | ($35,099) | ($255,069) |
Net loss per common share, basic and diluted (in dollars per share) | $0 | ($0.02) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 16,756,648 | 12,751,906 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | ($1,786,541) | $0 | $16,747 | $11,560,249 | ($13,363,537) |
Balance (in shares) at Dec. 31, 2013 | ' | 0 | 16,747,248 | ' | ' |
Common stock issued for services rendered in prior period | 22,240 | 0 | 16 | 22,224 | 0 |
Common stock issued for services rendered in prior period (in shares) | ' | 0 | 16,000 | ' | ' |
Common stock issued in connection 2013 loan acquisition | 0 | 0 | 30 | -30 | 0 |
Common stock issued in connection 2013 loan acquisition (in shares) | ' | 0 | 30,000 | ' | ' |
Net loss | -35,099 | 0 | 0 | 0 | -35,099 |
Balance at Mar. 31, 2014 | ($1,799,400) | $0 | $16,793 | $11,582,443 | ($13,398,636) |
Balance (in shares) at Mar. 31, 2014 | ' | 0 | 16,793,248 | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Loss | ($35,099) | ($255,069) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | ' | ' |
Depreciation | 129,940 | 122,620 |
Amortization of financing costs | 15,906 | 14,337 |
Amortization of debt discount in connection with convertible note | 0 | 69,553 |
Bad debt expense | 38,144 | 0 |
Stock based compensation | 0 | 60,000 |
Loss on change in fair value of debt derivative | 0 | 40,649 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -512,989 | -131,581 |
Prepaid expenses and other | -12,579 | 13,066 |
Restricted funds | -47,526 | -55,838 |
Accounts payable and accrued expenses | 124,299 | 130,161 |
Unearned income | -25,180 | -81 |
Deferred income taxes | 0 | 0 |
Net cash (used in) provided by operating activities | -320,305 | 7,817 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of equipment | -10,998 | -2,103 |
Net cash used in investing activities | -10,998 | -2,103 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net proceeds from related party line of credit | 0 | 36,206 |
Proceeds from convertible note payable | 0 | 103,500 |
Proceeds from lines of credit | 100,000 | 0 |
Net payments on notes payable | -197,238 | -99,456 |
Net cash (used in) provided by financing activities | -97,238 | 40,250 |
Net (decrease) increase in cash and cash equivalents | -428,541 | 45,964 |
Cash and cash equivalents, beginning of period | 739,158 | 67,045 |
Cash and cash equivalents, end of period | 310,617 | 113,009 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash paid during the period for interest | 219,253 | 175,297 |
Cash paid during the period for taxes | 0 | 0 |
Supplemental disclosure on non-cash investing and financing activities: | ' | ' |
Common stock issued in settlement of accrued expenses | $22,240 | $0 |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Significant Accounting Policies [Text Block] | ' | ||
NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION | |||
A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows: | |||
General | |||
The (a) condensed consolidated balance sheet as of December 31, 2013, which has been derived from the audited financial statements of First Choice Healthcare Solutions, Inc. (“FCHS” and including, where appropriate, its consolidated subsidiaries, the “Company”), and (b) the unaudited condensed consolidated interim financial statements as of March 31, 2014 of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2014. | |||
Basis of Presentation | |||
Effective April 4, 2012, Medical Billing Assistance, Inc., a Colorado corporation (“Medical Billing”), merged with and into the Company. The effect of the merger was that Medical Billing reincorporated from Colorado to Delaware (the “Reincorporation”). The Company is deemed to be the successor issuer of Medical Billing under Rule 12g-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | |||
As a result of the Reincorporation, the Company changed its name to First Choice Healthcare Solutions, Inc. and its shares underwent an effective four-for-one reverse split. Other than the foregoing, the Reincorporation did not result in any change in the business, management, fiscal year, accounting, and location of the principal executive offices, assets or liabilities of the Company. | |||
On April 2, 2012, the Company completed its acquisition of First Choice Medical Group of Brevard, LLC (“First Choice – Brevard”), pursuant to the Membership Interest Purchase Closing Agreement (the “Purchase Agreement”). The Company has been managing the practice of First Choice – Brevard since November 1, 2011, pursuant to a Management Services Agreement. | |||
The unaudited condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries FCID Holdings, Inc., MTMC of Melbourne, Inc., Marina Towers, LLC, FCID Medical Inc. and First Choice - Brevard. All significant intercompany balances and transactions have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |||
Revenue Recognition | |||
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, “Revenue Recognition” (“ASC 605-10”) which requires that four basic criteria be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. | |||
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, “Multiple-Element Arraignments” (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing ASC 605-25 on the Company's financial position and results of operations was not significant. | |||
Patient Service Revenue | |||
The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Company’s patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. | |||
Rental Revenue | |||
FCID Holdings, Inc. has one real estate holding, Marina Towers, LLC, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida. In addition to housing our corporate headquarters and First Choice-Brevard, the building, which averages 95% annual occupancy, also leases approximately 63,200 square feet of commercial office space to third party tenants. The Company recognizes rental revenue associated with the period of time facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). | |||
Cash and Cash Equivalents | |||
The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. As of March 31, 2014, the Company had $310,617 in cash. | |||
Concentrations of Credit Risk | |||
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. | |||
Accounts Receivable | |||
Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its past history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. | |||
· | Rental receivables. Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for doubtful account provision for bad debts and provision of bad debts. | ||
· | Patient receivables. Accounts receivables from services provided to patients who have third-party coverage, the Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. | ||
As of March 31, 2014 and December 31, 2013, the Company’s provision for bad debts was $399,428 and $361,284. | |||
Patents | |||
Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. These patent costs were acquired on September 7, 2013 by the issuance of 636,666 shares of the Company’s common stock to a related party. The shares of common stock were valued at $286,500, which was estimated to be approximately the fair value of the patent acquired and did not materially differ from the fair value of the common stock. | |||
Property and Equipment | |||
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of five to 39 years. | |||
Capitalized Financing Costs | |||
Capitalized financing costs represent costs incurred in connection with obtaining the debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. The amortization for the three months ended March 31, 2014 and 2013 was $20,685 and $14,337, respectively. Accumulated amortization of deferred financing costs was $169,312 and $133,812 at March 31, 2014 and December 31, 2013, respectively. | |||
Segment Information | |||
Accounting Standards Codification subtopic “Segment Reporting” 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Company’s two principal operating segments (see Note 10 – Segment Information). | |||
Income Taxes | |||
The Company follows Accounting Standards Codification subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | |||
Net Loss Per Share | |||
The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, “Earnings Per Share” (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. | |||
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable shares of common stock such as those related to the Company’s issued convertible debt, warrants and stock options (calculated using the treasury stock method). Fully diluted weighted average shares outstanding were 22,671,312 and 13,087,425 for the three months ended March 31, 2014 and 2013, respectively. | |||
Stock-Based Compensation | |||
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. As of March 31, 2014, the Company had no non-employee options outstanding to purchase shares of common stock. | |||
Fair Value | |||
Accounting Standards Codification subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | |||
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company’s financial position, results of operations nor cash flows. | |||
Recent Accounting Pronouncements | |||
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows. | |||
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2014 | |
Liquidity Disclosures [Abstract] | ' |
Liquidity Disclosure [Text Block] | ' |
NOTE 2 – LIQUIDITY | |
The Company incurred various non-recurring expenses in 2013 in connection with development of its medical practice. Management believes the positive year-end earnings before interest, taxes, depreciation and amortization and the continuing trend of positive growth before interest, taxes, depreciation and amortization through March 31, 2014 will support improved liquidity. In the fourth quarter of 2013, the Company paid off or converted to equity a total of $1,238,480 in outstanding debt. Currently, the Company has two main sources of liquidity, its line of credit with CT Capital, LP and revenue received from its real estate interest, FCID Holdings, Inc. | |
On June 13, 2013, the Company’s subsidiary, First Choice – Brevard entered into a loan and security agreement with CT Capital, Ltd., d/b/a CT Capital, LP, a Florida limited liability partnership for an accounts receivable line of credit in the maximum aggregate amount of $1,500,000. Under the line of credit with CT Capital, the Company reduced the annual interest rate from 12% per annum to 6% per annum in exchange for the issuance to CT Capital of 100,000 restricted shares of the Company’s common stock. As of March 31, 2014, the Company has used $900,000 of the amount available under the line of credit. | |
The Company’s wholly owned subsidiary, FCID Holdings, Inc. (“FCID Holdings”) operates its real estate interests. Currently, FCID Holdings has one real estate holding, Marina Towers, LLC, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida. In addition to housing the Company’s corporate headquarters and First Choice – Brevard, the building, which averages 95% annual occupancy, also leases approximately 63,200 square feet of commercial office space to tenants. | |
The Company believes that ongoing operations of Marina Towers, LLC and the current strong, positive cash balance along with continued execution of its business development plan will allow the Company to further improve its working capital and currently anticipates that it will have sufficient capital resources to meet projected cash flow requirements through April 2015. However, in order to execute the Company’s business development plan, which there can be no assurance it will do, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash. | |
CASH_RESTRICTED
CASH - RESTRICTED | 3 Months Ended |
Mar. 31, 2014 | |
Cash and Cash Equivalents [Abstract] | ' |
Restricted Cash and Cash Equivalents Disclosure [Text Block] | ' |
NOTE 3 — CASH - RESTRICTED | |
Cash-restricted is comprised of funds deposited to and held by the mortgage lender for payments of property taxes, insurance, replacements and major repairs of the Company's commercial building. The majority of the restricted funds are reserved for tenant improvements. | |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
NOTE 4 — PROPERTY, PLANT, AND EQUIPMENT | ||||||||
Property, plant and equipment at March 31, 2014 and December 31, 2013 are as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 1,000,000 | $ | 1,000,000 | ||||
Building | 3,055,168 | 3,055,168 | ||||||
Building improvements | 3,964,282 | 3,953,846 | ||||||
Automobiles | 29,849 | 29,849 | ||||||
Computer equipment | 214,519 | 210,698 | ||||||
Medical equipment | 2,238,639 | 2,238,639 | ||||||
Office equipment | 129,724 | 132,984 | ||||||
10,632,181 | 10,621,184 | |||||||
Less: accumulated depreciation | -2,084,066 | -1,959,127 | ||||||
$ | 8,548,115 | $ | 8,662,057 | |||||
During the three months ended March 31, 2014 and 2013, depreciation expense charged to operations was $129,940 and $117,620, respectively. | ||||||||
LINES_OF_CREDIT
LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2014 | |
Line Of Credit Facility [Abstract] | ' |
Line Of Credit Facilities [Text Block] | ' |
NOTE 5 — LINE OF CREDIT | |
Line of Credit, CT Capital | |
On June 13, 2013, the Company’s subsidiary, First Choice – Brevard entered into a loan and security agreement (the “Loan Agreement”) with CT Capital, Ltd., d/b/a CT Capital, LP, a Florida limited liability partnership (the “Lender”). Under the Loan Agreement, the Lender committed to make an accounts receivable line of credit in the maximum aggregate amount of $1,500,000 to First Choice - Brevard with an interest rate of 12% per annum (the “Loan”). The maturity date of the Loan is December 31, 2016. Interest is due and payable monthly. Upon default, the interest may be adjusted to the highest rate permissible by law. The Loan is secured by the accounts receivable and assets of the Company’s subsidiary, First Choice – Brevard, which constitute the collateral for the repayment of the Loan. The Loan Agreement also includes covenants, representations, warranties, indemnities and events of default that are customary for facilities of this type. The advance rate is defined as: 80% of all receivables to be 120 days or less at the net collection rate of approximately 27% of total billings, excluding patient billings and collections. Additionally, allowable accounts receivable will also include 50% of all accounts receivable protected by legal letters of protection. At any time, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into common stock of the Company at a conversion price of $0.75 per share. The Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of commitment. | |
On November 8, 2013, in consideration for the issuance of 100,000 restricted shares of the Company’s common stock, the Lender agreed to modify its Loan. Under the Loan Agreement, as amended, the annual rate of interest of the Loan was reduced from 12% per annum to 6% per annum and will remain at 6% until November 1, 2015. All other terms under the Loan Agreement remain the same. | |
The obligations of the Company under the Loan Agreement, as amended, are guaranteed by certain affiliates of the Company, including a personal guarantee issued by the Company’s Chief Executive Officer. | |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 6 — CONVERTIBLE NOTE PAYABLE | |
On November 8, 2013, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Hillair Capital Investments L.P. ("Hillair") in exchange for the issuance of (i) a $2,320,000, 8% original issue discount convertible debenture, which was originally due on December 28, 2013 and subsequently extended on December 28, 2013 through November 1, 2015 (the “Debenture”), and (ii) a common stock purchase warrant (the “Warrant”) to purchase up to 2,320,000 shares of the Company’s common stock at an exercise price of $1.35 per share, which may be exercised on a cashless basis, until November 8, 2018. The Debenture and the Warrant may not be converted if such conversion would result in Hillair beneficially owning in excess of 4.99% of the Company’s common stock. Hillair may waive this 4.99% restriction with 61 days’ notice to the Company. | |
The Company issued to Hillair the Debenture with the Warrant for the net purchase price of $2,000,000 (reflecting the $320,000 original issue discount of the Debenture). Until the Debenture is no longer outstanding, the Debenture is convertible, in whole or in part at the option of Hillair, into shares of common stock, subject to certain conversion limitations set forth above. The Company, however, has reserved the right to pay the Debenture in cash. The conversion price for the Debenture is $1.00 per share, subject to adjustment for stock splits, stock dividends, sales of securities for less than $1.00 per share or other distributions by the Company. As a result of the Company achieving certain milestones set forth in the Securities Purchase Agreement, however, the conversion price of the Debenture will not be reduced to less than $1.00 per share as a result of any subsequent sales of securities for less than $1.00 per share of common stock. | |
The Company will be obligated to redeem $580,000 of principal on February 1, 2015, May 1, 2015, August 1, 2015 and November 1, 2015, plus accrued but unpaid interest and any other amounts that may be owed to the holder of the Debenture on those dates. Interest on the Debenture accrues at the rate of 8% annually and is payable quarterly on August 1, November 1, February 1, and May 1, beginning on August 1, 2014. Interest is payable in cash or at the Company’s option in shares of the Company’s common stock; provided certain conditions are met. | |
On or after May 8, 2014, the Company may elect to prepay any portion of the principal amount of the Debenture, subject to providing advance notice to the holder of the Debenture, at 120% of the then outstanding principal amount of the Debenture, plus accrued but unpaid interest and any other amounts then owed to the holder of the Debenture as further set forth therein, subject to certain conditions set forth in the Debenture. On May 8, 2014, Hillair elected to convert the aggregate amount of $104,000 of its Debenture, representing $100,000 of principal and $4,000 of interest, into 104,000 shares of the Company’s common stock. | |
To secure the Company’s obligations under the Debenture, the Company granted Hillair a security interest in certain of its and its subsidiaries’ assets in the Company as described in the Securities Purchase Agreement. In addition, certain of the Company’s subsidiaries agreed to guarantee the Company’s obligations pursuant to the guaranty agreements. | |
In connection with the issuance of the Debenture, the Company issued the Warrant, granting the holder the right to acquire an aggregate of 2,320,000 shares of the Company’s common stock at $1.35 per share. In accordance with ASC 470-20, the Company recognized the value attributable to the Warrant and the conversion feature of the Debenture in the amount of $1,871,117 to additional paid-in capital and a discount against the notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 3.6 years, an average risk free interest rate of 1.42%, a dividend yield of 0%, and volatility of 147.94%. | |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt [Text Block] | ' | |||||||
NOTE 7 — NOTES PAYABLE | ||||||||
Notes payable as of March 31, 2014 and December 31, 2013 are comprised of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Mortgage payable | $ | 7,328,175 | $ | 7,353,398 | ||||
Note payable, GE Capital (construction), MRI | 167,468 | 278,287 | ||||||
Note payable, GE Capital (construction), 2 | 87,332 | 100,977 | ||||||
Note Payable, GE Capital (MRI) | 1,560,739 | 1,592,278 | ||||||
Note Payable, GE Capital (X-ray) | 177,265 | 184,001 | ||||||
Note Payable, GE Arm | 109,090 | 114,597 | ||||||
Note payable, Auto | 20,317 | 22,211 | ||||||
Capital lease, Equipment | 31,636 | 33,511 | ||||||
9,482,022 | 9,679,260 | |||||||
Less: current portion | -782,978 | -743,787 | ||||||
$ | 8,699,044 | $ | 8,935,473 | |||||
Mortgage Payable | ||||||||
On August 12, 2011, the Company refinanced its existing mortgage note payable as described below providing additional working capital funds. The aggregate amount of the note of $7,550,000 bears 6.10% interest per annum with monthly payments of $45,752.61 beginning in October 2011 based on a 30 year amortization schedule with all remaining principal and interest due in full on September 16, 2016. The note is secured by land and the building along with first priority assignment of leases and rents. Tenant rents are mailed to a lockbox operated by the mortgage service company. In addition, the Company's Chief Executive Officer provided a limited personal guaranty. | ||||||||
In connection with the refinancing of the mortgage note payable, the Company incurred financing costs of $286,723. The capitalized financing costs are amortized ratably over the term of the mortgage note payable. | ||||||||
Note Payable – Equipment Financing | ||||||||
On May 21, 2012, the Company entered into a note payable with GE Healthcare Financial Services (“GE Capital”) in the amount of approximately $2.4 million for equipment financing. | ||||||||
The Company also currently has two construction loans outstanding. As of December 2012, the construction loans are payable in 35 monthly payments (first three payments are $nil) including interest at 7.38%. On May 29, 2012, the Company drew down a total of $450,000 against the first construction loan. On September 24, 2012, the Company drew down a total of $150,000 against the second construction loan. | ||||||||
The Company entered into equipment finance leases for a total aggregate amount of $2,288,679, subject to delivery and acceptance of the underlying equipment. All notes and finance leases have been personally guaranteed by the Company's Chief Executive Officer. | ||||||||
On August 22, 2012, the Company accepted the delivery of X-ray equipment under the equipment finance lease. As such, the component piece accepted of $212,389 is due over 60 months and the associated monthly payment is $0 for the first three months and $4,300 per month for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the equipment finance lease to interest only payments of $1,384 for the first three months and $4,575 per month for the remaining monthly payments. | ||||||||
On September 27, 2012, the Company accepted the delivery of MRI equipment under the equipment finance lease. As such, the component piece accepted of $1,771,390 is due over 60 months and the associated monthly payment is $0 for the first three months and $38,152 per month for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the equipment finance lease to interest only payments of $11,779 for the first three months and $38,152 per month for the remaining monthly payments. | ||||||||
On February 25, 2013, the Company accepted the delivery of C-arm equipment under the equipment finance lease. As such, the component piece accepted of $117,322 is due over 63 months and the associated monthly payment is $0 for the first three months and $2,388 for the remaining 60 months, including interest at 7.39% per annum. | ||||||||
Note Payable – Auto | ||||||||
On May 21, 2012, the Company issued a note payable, in the amount of $29,850, due in monthly installments of $593 including interest of 6.99%. The note is set to mature in June 2017, and is secured by related equipment. The outstanding balance on the note payable as of March 31, 2014 was $20,317. | ||||||||
Capital Lease – Equipment | ||||||||
On June 11, 2013, the Company entered into a lease agreement to acquire equipment with 48 monthly payments of $956.45 payable through June 1, 2017 with an effective interest rate of 14.002% per annum. The Company may elect to acquire the leased equipment at a nominal amount at the end of the lease. | ||||||||
Aggregate maturities of long-term debt as of March 31: | ||||||||
Amount | ||||||||
Nine months ended December 31, 2014 | $ | 546,549 | ||||||
Year ended December 31, 2015 | 715,085 | |||||||
Year ended December 31, 2016 | 7,632,286 | |||||||
Year ended December 31, 2017 | 523,608 | |||||||
Year ended December 31, 2018 and thereafter | 64,494 | |||||||
Total | $ | 9,482,022 | ||||||
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2014 | |
Capital Stock [Abstract] | ' |
Capital Stock [Text Block] | ' |
NOTE 8 — CAPITAL STOCK | |
During the three months ended March 31, 2014, the Company issued an aggregate of 16,000 shares of its common stock in settlement of accrued expenses. | |
During the three months ended March 31, 2014, the Company issued an aggregate of 30,000 shares of its common stock in settlement of placement services relating to the Debenture issued to Hillair, a financing which occurred in the fourth quarter of 2013. | |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock Options and Warrants Disclosure [Abstract] | ' | ||||||||||||||||
Stock Options and Warrants Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 9 — STOCK OPTIONS AND WARRANTS | |||||||||||||||||
Warrants | |||||||||||||||||
The following table summarizes the warrants outstanding and the related exercise prices for the underlying shares of the Company's common stock as of March 31, 2014: | |||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Price | Outstanding | Expiration Date | Price | Exercisable | Price | ||||||||||||
$ | 1.35 | 2,320,000 | 8-Nov-18 | $ | 1.35 | 2,320,000 | $ | 1.35 | |||||||||
3.6 | 1,875,000 | 31-Dec-16 | 3.6 | 1,875,000 | 3.6 | ||||||||||||
4,195,000 | $ | 2.36 | 4,195,000 | $ | 2.36 | ||||||||||||
Transactions involving stock warrants issued to non-employees are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Price | |||||||||||||||||
Per Share | |||||||||||||||||
Outstanding at December 31, 2012: | 1,875,000 | $ | 3.6 | ||||||||||||||
Granted | 2,320,000 | 1.35 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at December 31, 2013: | 4,195,000 | 2.36 | |||||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at March 31, 2014: | 4,195,000 | $ | 2.36 | ||||||||||||||
As of March 31, 2014, the Company had no outstanding options. | |||||||||||||||||
SEGMENT_REPORTING
SEGMENT REPORTING | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 10 — SEGMENT REPORTING | |||||||||||||||||
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has two reportable segments: real estate and healthcare services. | |||||||||||||||||
The real estate segment derives revenue from the operating leases of its owned building, whereas the healthcare services segment derives revenue for medical services provided to patients. | |||||||||||||||||
Information concerning the operations of the Company's reportable segments is as follows: | |||||||||||||||||
Summary Statement of Operations for the three months ended March 31, 2014: | |||||||||||||||||
Real | Healthcare | Intercompany | |||||||||||||||
Estate | Services | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net Patient Service Revenue | $ | - | $ | 1,972,830 | $ | - | $ | - | $ | 1,972,830 | |||||||
Rental revenue | 369,511 | - | - | -107,588 | 261,923 | ||||||||||||
Total Revenue | 369,511 | 1,972,830 | - | -107,588 | 2,234,753 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries & benefits | 3,000 | 979,883 | 82,638 | - | 1,065,521 | ||||||||||||
Other operating expenses | 103,612 | 433,267 | - | -107,588 | 429,291 | ||||||||||||
General and administrative | 21,819 | 236,252 | 147,841 | - | 405,912 | ||||||||||||
Depreciation and amortization | 69,009 | 65,710 | - | - | 134,719 | ||||||||||||
Total operating expenses | 197,440 | 1,715,112 | 230,479 | -107,588 | 2,035,443 | ||||||||||||
Net income (loss) from operations: | 172,071 | 257,718 | -230,479 | - | 199,310 | ||||||||||||
Interest expense | -112,024 | -59,337 | -47,892 | - | -219,253 | ||||||||||||
Amortization of financing costs | -14,337 | -1,569 | - | - | -15,906 | ||||||||||||
Other income (expense) | 750 | - | - | - | 750 | ||||||||||||
Net Income (loss): | 46,460 | 196,812 | -278,371 | - | -35,099 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | $ | 46,460 | $ | 196,812 | $ | -278,371 | $ | - | $ | -35,099 | |||||||
Summary Statement of Operations for the three months ended March 31, 2013: | |||||||||||||||||
Real | Healthcare | Intercompany | |||||||||||||||
Estate | Services | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net Patient Service Revenue | $ | - | $ | 1,135,012 | $ | - | $ | - | $ | 1,135,012 | |||||||
Rental revenue | 371,664 | - | - | -104,995 | 266,669 | ||||||||||||
Total Revenue | 371,664 | 1,135,012 | - | -104,995 | 1,401,681 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries & benefits | 3,000 | 473,646 | 146,113 | - | 622,759 | ||||||||||||
Other operating expenses | 100,936 | 314,833 | - | -111,294 | 304,475 | ||||||||||||
General and administrative | 19,228 | 132,217 | 101,574 | - | 253,019 | ||||||||||||
Depreciation and amortization | 40,731 | 81,889 | - | - | 122,620 | ||||||||||||
Total operating expenses | 163,895 | 1,002,585 | 247,687 | -111,294 | 1,302,873 | ||||||||||||
Net income (loss) from operations: | 207,769 | 132,427 | -247,687 | 6,299 | 98,808 | ||||||||||||
Interest expense | -113,390 | -57,998 | -128,253 | - | -299,641 | ||||||||||||
Amortization of financing costs | -14,337 | - | - | - | -14,337 | ||||||||||||
Loss on change in derivative liability | - | - | -40,649 | - | -40,649 | ||||||||||||
Other income (expense) | 750 | - | - | - | 750 | ||||||||||||
Net Income (loss): | 80,792 | 74,429 | -416,589 | 6,299 | -255,069 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | $ | 80,792 | $ | 74,429 | $ | -416,589 | $ | 6,299 | $ | -255,069 | |||||||
Assets: | |||||||||||||||||
Real | Healthcare | Intercompany | |||||||||||||||
Estate | Services | Corporate | Eliminations | Total | |||||||||||||
Assets: | |||||||||||||||||
At March 31, 2014: | $ | 6,790,803 | $ | 4,623,411 | $ | 326,645 | $ | - | $ | 11,740,859 | |||||||
At December 31, 2013: | $ | 6,873,839 | $ | 4,178,091 | $ | 761,367 | $ | - | $ | 11,813,297 | |||||||
Assets acquired | |||||||||||||||||
Three month ended March 31, 2014: | $ | 10,439 | $ | 559 | $ | - | $ | - | $ | 10,998 | |||||||
Three months ended March 31, 2013: | $ | - | $ | 2,103 | $ | - | $ | - | $ | 2,103 | |||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 11 - SUBSEQUENT EVENTS | |
Hillair Waiver | |
As discussed in Note 6, on November 8, 2013, the Company entered into a Securities Purchase Agreement with Hillair and it contained certain terms and conditions regarding Hillair’s right to participate in the Company’s future financings. On April 30, 2014, Hillair agreed to waive its right to participate in the Company’s future financings for a certain time period and under certain circumstances, as disclosed in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on May 1, 2014. | |
Hillair Conversion | |
On May 8, 2014, Hillair elected to convert the aggregate amount of $104,000 of its Debenture, representing $100,000 of principal and $4,000 of interest, into 104,000 shares of the Company’s common stock. | |
Issuances to Employees and Service Providers | |
In April 2014, the Company issued an aggregate of 184,000 shares of its common stock to certain employees and service providers. The total costs associated with these issuances was $144,100 and such costs were expensed in fiscal 2013. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION (Policies) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Accounting, Policy [Policy Text Block] | ' | ||
Basis of Presentation | |||
Effective April 4, 2012, Medical Billing Assistance, Inc., a Colorado corporation (“Medical Billing”), merged with and into the Company. The effect of the merger was that Medical Billing reincorporated from Colorado to Delaware (the “Reincorporation”). The Company is deemed to be the successor issuer of Medical Billing under Rule 12g-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | |||
As a result of the Reincorporation, the Company changed its name to First Choice Healthcare Solutions, Inc. and its shares underwent an effective four-for-one reverse split. Other than the foregoing, the Reincorporation did not result in any change in the business, management, fiscal year, accounting, and location of the principal executive offices, assets or liabilities of the Company. | |||
On April 2, 2012, the Company completed its acquisition of First Choice Medical Group of Brevard, LLC (“First Choice – Brevard”), pursuant to the Membership Interest Purchase Closing Agreement (the “Purchase Agreement”). The Company has been managing the practice of First Choice – Brevard since November 1, 2011, pursuant to a Management Services Agreement. | |||
The unaudited condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries FCID Holdings, Inc., MTMC of Melbourne, Inc., Marina Towers, LLC, FCID Medical Inc. and First Choice - Brevard. All significant intercompany balances and transactions have been eliminated in consolidation. | |||
Use of Estimates, Policy [Policy Text Block] | ' | ||
Use of Estimates | |||
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |||
Revenue Recognition, Policy [Policy Text Block] | ' | ||
Revenue Recognition | |||
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, “Revenue Recognition” (“ASC 605-10”) which requires that four basic criteria be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. | |||
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, “Multiple-Element Arraignments” (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing ASC 605-25 on the Company's financial position and results of operations was not significant. | |||
Patient Service Revenue | |||
The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Company’s patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. | |||
Rental Revenue | |||
FCID Holdings, Inc. has one real estate holding, Marina Towers, LLC, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida. In addition to housing our corporate headquarters and First Choice-Brevard, the building, which averages 95% annual occupancy, also leases approximately 63,200 square feet of commercial office space to third party tenants. The Company recognizes rental revenue associated with the period of time facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||
Cash and Cash Equivalents | |||
The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash. As of March 31, 2014, the Company had $310,617 in cash. | |||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||
Concentrations of Credit Risk | |||
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. | |||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||
Accounts Receivable | |||
Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its past history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. | |||
· | Rental receivables. Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for doubtful account provision for bad debts and provision of bad debts. | ||
· | Patient receivables. Accounts receivables from services provided to patients who have third-party coverage, the Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. | ||
As of March 31, 2014 and December 31, 2013, the Company’s provision for bad debts was $399,428 and $361,284. | |||
Patents [Policy Text Block] | ' | ||
Patents | |||
Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. These patent costs were acquired on September 7, 2013 by the issuance of 636,666 shares of the Company’s common stock to a related party. The shares of common stock were valued at $286,500, which was estimated to be approximately the fair value of the patent acquired and did not materially differ from the fair value of the common stock. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||
Property and Equipment | |||
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of five to 39 years. | |||
Capitalized Financing Cost [Policy Text Block] | ' | ||
Capitalized Financing Costs | |||
Capitalized financing costs represent costs incurred in connection with obtaining the debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. The amortization for the three months ended March 31, 2014 and 2013 was $20,685 and $14,337, respectively. Accumulated amortization of deferred financing costs was $169,312 and $133,812 at March 31, 2014 and December 31, 2013, respectively. | |||
Segment Reporting, Policy [Policy Text Block] | ' | ||
Segment Information | |||
Accounting Standards Codification subtopic “Segment Reporting” 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Company’s two principal operating segments (see Note 10 – Segment Information). | |||
Income Tax, Policy [Policy Text Block] | ' | ||
Income Taxes | |||
The Company follows Accounting Standards Codification subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | |||
Earnings Per Share, Policy [Policy Text Block] | ' | ||
Net Loss Per Share | |||
The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, “Earnings Per Share” (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. | |||
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable shares of common stock such as those related to the Company’s issued convertible debt, warrants and stock options (calculated using the treasury stock method). Fully diluted weighted average shares outstanding were 22,671,312 and 13,087,425 for the three months ended March 31, 2014 and 2013, respectively. | |||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||
Stock-Based Compensation | |||
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. As of March 31, 2014, the Company had no non-employee options outstanding to purchase shares of common stock. | |||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||
Fair Value | |||
Accounting Standards Codification subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | |||
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company’s financial position, results of operations nor cash flows. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||
Recent Accounting Pronouncements | |||
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows. | |||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property, plant and equipment at March 31, 2014 and December 31, 2013 are as follows: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 1,000,000 | $ | 1,000,000 | ||||
Building | 3,055,168 | 3,055,168 | ||||||
Building improvements | 3,964,282 | 3,953,846 | ||||||
Automobiles | 29,849 | 29,849 | ||||||
Computer equipment | 214,519 | 210,698 | ||||||
Medical equipment | 2,238,639 | 2,238,639 | ||||||
Office equipment | 129,724 | 132,984 | ||||||
10,632,181 | 10,621,184 | |||||||
Less: accumulated depreciation | -2,084,066 | -1,959,127 | ||||||
$ | 8,548,115 | $ | 8,662,057 | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
Notes payable as of March 31, 2014 and December 31, 2013 are comprised of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Mortgage payable | $ | 7,328,175 | $ | 7,353,398 | ||||
Note payable, GE Capital (construction), MRI | 167,468 | 278,287 | ||||||
Note payable, GE Capital (construction), 2 | 87,332 | 100,977 | ||||||
Note Payable, GE Capital (MRI) | 1,560,739 | 1,592,278 | ||||||
Note Payable, GE Capital (X-ray) | 177,265 | 184,001 | ||||||
Note Payable, GE Arm | 109,090 | 114,597 | ||||||
Note payable, Auto | 20,317 | 22,211 | ||||||
Capital lease, Equipment | 31,636 | 33,511 | ||||||
9,482,022 | 9,679,260 | |||||||
Less: current portion | -782,978 | -743,787 | ||||||
$ | 8,699,044 | $ | 8,935,473 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||
Aggregate maturities of long-term debt as of March 31: | ||||||||
Amount | ||||||||
Nine months ended December 31, 2014 | $ | 546,549 | ||||||
Year ended December 31, 2015 | 715,085 | |||||||
Year ended December 31, 2016 | 7,632,286 | |||||||
Year ended December 31, 2017 | 523,608 | |||||||
Year ended December 31, 2018 and thereafter | 64,494 | |||||||
Total | $ | 9,482,022 | ||||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock Options and Warrants Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Goods and Nonemployee Services Transaction by Supplier [Table Text Block] | ' | ||||||||||||||||
The following table summarizes the warrants outstanding and the related exercise prices for the underlying shares of the Company's common stock as of March 31, 2014: | |||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Price | Outstanding | Expiration Date | Price | Exercisable | Price | ||||||||||||
$ | 1.35 | 2,320,000 | 8-Nov-18 | $ | 1.35 | 2,320,000 | $ | 1.35 | |||||||||
3.6 | 1,875,000 | 31-Dec-16 | 3.6 | 1,875,000 | 3.6 | ||||||||||||
4,195,000 | $ | 2.36 | 4,195,000 | $ | 2.36 | ||||||||||||
Schedule Of Warrants Outstanding and Related Prices [Table Text Block] | ' | ||||||||||||||||
Transactions involving stock warrants issued to non-employees are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Price | |||||||||||||||||
Per Share | |||||||||||||||||
Outstanding at December 31, 2012: | 1,875,000 | $ | 3.6 | ||||||||||||||
Granted | 2,320,000 | 1.35 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at December 31, 2013: | 4,195,000 | 2.36 | |||||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired | - | - | |||||||||||||||
Outstanding at March 31, 2014: | 4,195,000 | $ | 2.36 | ||||||||||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
Summary Statement of Operations for the three months ended March 31, 2014: | |||||||||||||||||
Real | Healthcare | Intercompany | |||||||||||||||
Estate | Services | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net Patient Service Revenue | $ | - | $ | 1,972,830 | $ | - | $ | - | $ | 1,972,830 | |||||||
Rental revenue | 369,511 | - | - | -107,588 | 261,923 | ||||||||||||
Total Revenue | 369,511 | 1,972,830 | - | -107,588 | 2,234,753 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries & benefits | 3,000 | 979,883 | 82,638 | - | 1,065,521 | ||||||||||||
Other operating expenses | 103,612 | 433,267 | - | -107,588 | 429,291 | ||||||||||||
General and administrative | 21,819 | 236,252 | 147,841 | - | 405,912 | ||||||||||||
Depreciation and amortization | 69,009 | 65,710 | - | - | 134,719 | ||||||||||||
Total operating expenses | 197,440 | 1,715,112 | 230,479 | -107,588 | 2,035,443 | ||||||||||||
Net income (loss) from operations: | 172,071 | 257,718 | -230,479 | - | 199,310 | ||||||||||||
Interest expense | -112,024 | -59,337 | -47,892 | - | -219,253 | ||||||||||||
Amortization of financing costs | -14,337 | -1,569 | - | - | -15,906 | ||||||||||||
Other income (expense) | 750 | - | - | - | 750 | ||||||||||||
Net Income (loss): | 46,460 | 196,812 | -278,371 | - | -35,099 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | $ | 46,460 | $ | 196,812 | $ | -278,371 | $ | - | $ | -35,099 | |||||||
Summary Statement of Operations for the three months ended March 31, 2013: | |||||||||||||||||
Real | Healthcare | Intercompany | |||||||||||||||
Estate | Services | Corporate | Eliminations | Total | |||||||||||||
Revenue: | |||||||||||||||||
Net Patient Service Revenue | $ | - | $ | 1,135,012 | $ | - | $ | - | $ | 1,135,012 | |||||||
Rental revenue | 371,664 | - | - | -104,995 | 266,669 | ||||||||||||
Total Revenue | 371,664 | 1,135,012 | - | -104,995 | 1,401,681 | ||||||||||||
Operating expenses: | |||||||||||||||||
Salaries & benefits | 3,000 | 473,646 | 146,113 | - | 622,759 | ||||||||||||
Other operating expenses | 100,936 | 314,833 | - | -111,294 | 304,475 | ||||||||||||
General and administrative | 19,228 | 132,217 | 101,574 | - | 253,019 | ||||||||||||
Depreciation and amortization | 40,731 | 81,889 | - | - | 122,620 | ||||||||||||
Total operating expenses | 163,895 | 1,002,585 | 247,687 | -111,294 | 1,302,873 | ||||||||||||
Net income (loss) from operations: | 207,769 | 132,427 | -247,687 | 6,299 | 98,808 | ||||||||||||
Interest expense | -113,390 | -57,998 | -128,253 | - | -299,641 | ||||||||||||
Amortization of financing costs | -14,337 | - | - | - | -14,337 | ||||||||||||
Loss on change in derivative liability | - | - | -40,649 | - | -40,649 | ||||||||||||
Other income (expense) | 750 | - | - | - | 750 | ||||||||||||
Net Income (loss): | 80,792 | 74,429 | -416,589 | 6,299 | -255,069 | ||||||||||||
Income taxes | - | - | - | - | - | ||||||||||||
Net income (loss) | $ | 80,792 | $ | 74,429 | $ | -416,589 | $ | 6,299 | $ | -255,069 | |||||||
Assets: | |||||||||||||||||
Real | Healthcare | Intercompany | |||||||||||||||
Estate | Services | Corporate | Eliminations | Total | |||||||||||||
Assets: | |||||||||||||||||
At March 31, 2014: | $ | 6,790,803 | $ | 4,623,411 | $ | 326,645 | $ | - | $ | 11,740,859 | |||||||
At December 31, 2013: | $ | 6,873,839 | $ | 4,178,091 | $ | 761,367 | $ | - | $ | 11,813,297 | |||||||
Assets acquired | |||||||||||||||||
Three month ended March 31, 2014: | $ | 10,439 | $ | 559 | $ | - | $ | - | $ | 10,998 | |||||||
Three months ended March 31, 2013: | $ | - | $ | 2,103 | $ | - | $ | - | $ | 2,103 | |||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Amortization Financing Costs | $15,906 | $14,337 | ' | ' |
Investment Maturity Term | '90 days or less | ' | ' | ' |
Property, Plant and Equipment, Depreciation Methods | 'straight-line method | ' | ' | ' |
Accumulated Amortization, Deferred Finance Costs | 169,312 | ' | 133,812 | ' |
Allowance for Doubtful Accounts Receivable | 399,428 | ' | 361,284 | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | 22,671,312 | 13,087,425 | ' | ' |
Cash and Cash Equivalents, at Carrying Value, Total | 310,617 | 113,009 | 739,158 | 67,045 |
Stock Issued During Period, Value, Purchase of Assets | ' | ' | $286,500 | ' |
Common Stock [Member] | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Stock Issued During Period, Shares, Purchase of Assets | ' | ' | 636,666 | ' |
Maximum [Member] | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '39 years | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' | ' |
LIQUIDITY_Details_Textual
LIQUIDITY (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
Marina Towers [Member] | CT Capital LTD [Member] | CT Capital LTD [Member] | |||
Liquidity Disclosures [Line Items] | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | $1,500,000 | ' |
Debt Instrument, Interest Rate During Period | ' | ' | ' | 12.00% | ' |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | 6.00% | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | ' | ' | ' | 100,000 | ' |
Line of Credit, Current | $900,000 | $800,000 | ' | ' | $900,000 |
Area of Land, Percentage of Occupancy | ' | ' | 95.00% | ' | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT, AND EQUIPMENT (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $10,632,181 | $10,621,184 |
Less: accumulated depreciation | -2,084,066 | -1,959,127 |
Property, plant and equipment, net | 8,548,115 | 8,662,057 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 1,000,000 | 1,000,000 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 3,055,168 | 3,055,168 |
Building Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 3,964,282 | 3,953,846 |
Automobiles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 29,849 | 29,849 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 214,519 | 210,698 |
Medical Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 2,238,639 | 2,238,639 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $129,724 | $132,984 |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $129,940 | $117,620 |
LINES_OF_CREDIT_Details_Textua
LINES OF CREDIT (Details Textual) (Line of Credit, CT Capital [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Line of Credit, CT Capital [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Short-term Debt, Maximum Amount Outstanding During Period | $1,500,000 |
Line Of Credit Facility, Interest Rate During Period | 12.00% |
Line Of Credit Facility, Expiration Date | 31-Dec-16 |
Line of Credit Facility, Collateral | 'The advance rate is defined as: 80% of all receivables to be 120 days or less at the net collection rate of approximately 27% of total billings, excluding patient billings and collections. Additionally, allowable accounts receivable will also include 50% of all accounts receivable protected by legal letters of protection. |
Debt Instrument, Convertible, Terms of Conversion Feature | 'At any time, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into common stock of the Company at a conversionprice of $0.75 per share. |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 |
Debt Instrument, Interest Rate During Period | 12.00% |
Debt Instrument, Interest Rate at Period End | 6.00% |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | 8-May-14 | |
Hillair Capital Investments L P [Member] | Hillair Capital Investments L P [Member] | Convertible Debt [Member] | |||
Subsequent Event [Member] | |||||
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 8.00% | ' |
Debt Instrument, Face Amount | ' | ' | ' | $2,320,000 | $100,000 |
Proceeds From Convertible Debt | 0 | 103,500 | ' | 2,000,000 | ' |
Fair Value Assumptions, Expected Dividend Rate | ' | ' | 0.00% | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 1.42% | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | 147.94% | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | '3 years 7 months 6 days | ' | ' |
Warrants Issued, Number of Warrants | ' | ' | ' | 2,320,000 | ' |
Warrants Issued, Exercise Price | ' | ' | ' | $1.35 | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $1 | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | 580,000 | ' |
Debt Instrument, Frequency of Periodic Payment | ' | ' | ' | 'quarterly | ' |
Debt Instrument, Prepayment terms, Percentage of Settlement Amount | ' | ' | 120.00% | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | 320,000 | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | 'convertible debenture, which was originally due on December 28, 2013 and subsequently extended on December 28, 2013 through November 1, 2015 | ' |
Debentures and Warrants Conversion, Description | ' | ' | ' | 'The Debenture and the Warrant may not be converted if such conversion would result in Hillair beneficially owning in excess of 4.99% of the Companys common stock. Hillair may waive this 4.99% restriction with 61 days notice to the Company | ' |
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | ' | ' | 1,871,117 | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | 104,000 |
Interest Expense, Debt | ' | ' | ' | ' | $4,000 |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | 104,000 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 12, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-12 | Mar. 31, 2014 | Dec. 31, 2013 |
Mortgage payable [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction 2 [Member] | Note Payable GE Capital Construction 2 [Member] | Note Payable, GE Capital (MRI) [Member] | Note Payable, GE Capital (MRI) [Member] | Note Payable GE Capital (X-Ray) [Member] | Note Payable GE Capital (X-Ray) [Member] | Note Payable GE Arm [Member] | Note Payable GE Arm [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | Capital lease, Equipment [Member] | Capital lease, Equipment [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | $9,482,022 | $9,679,260 | $7,328,175 | $7,353,398 | $7,550,000 | $167,468 | $278,287 | $87,332 | $100,977 | $1,560,739 | $1,592,278 | $177,265 | $184,001 | $109,090 | $114,597 | $20,317 | $22,211 | $29,850 | $31,636 | $33,511 |
Less: current portion | -782,978 | -743,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, long term portion | $8,699,044 | $8,935,473 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTES_PAYABLE_Details_1
NOTES PAYABLE (Details 1) (USD $) | Mar. 31, 2014 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ' |
Nine months ended December 31, 2014 | $546,549 |
Year ended December 31, 2015 | 715,085 |
Year ended December 31, 2016 | 7,632,286 |
Year ended December 31, 2017 | 523,608 |
Year ended December 31, 2018 and thereafter | 64,494 |
Total | $9,482,022 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 22, 2012 | Mar. 08, 2013 | Sep. 27, 2012 | Mar. 08, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Aug. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 12, 2011 | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | 29-May-12 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 24, 2012 | 21-May-12 | Mar. 31, 2014 | Dec. 31, 2013 | 21-May-12 |
X Ray Equipment [Member] | X Ray Equipment [Member] | MRI Equipment [Member] | MRI Equipment [Member] | C-Arm Equipment [Member] | Equipment Capital Lease [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Mortgage payable [Member] | Note Payable GE Capital [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction MRI [Member] | Note Payable GE Capital Construction 2 [Member] | Note Payable GE Capital Construction 2 [Member] | Note Payable GE Capital Construction 2 [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | Note Payable Auto [Member] | GE Healthcare Financial Services [Member] | |||
Equipment Finance Lease [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | $9,482,022 | $9,679,260 | ' | ' | ' | ' | ' | ' | ' | $7,328,175 | $7,353,398 | $7,550,000 | ' | ' | $167,468 | $278,287 | ' | $87,332 | $100,977 | ' | $29,850 | $20,317 | $22,211 | $2,400,000 |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | 6.10% | ' | ' | ' | ' | 7.38% | ' | ' | ' | ' | ' | ' | 6.99% | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | 956.45 | 45,752.61 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | 16-Sep-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-17 | ' | ' | ' |
Debt Instrument Discount, Amortized Period | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest and Debt Expense | ' | ' | ' | ' | ' | ' | ' | ' | 286,723 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations | ' | ' | 212,389 | ' | 1,771,390 | ' | 117,322 | ' | ' | ' | ' | ' | 2,288,679 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Construction Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | 150,000 | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 593 | ' | ' | ' |
Construction Loan Term | ' | ' | '60 months | ' | '60 months | ' | '63 months | '48 monthly | ' | ' | ' | ' | ' | '35 monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 7.94% | ' | 7.94% | ' | 7.39% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations Due In First 3 Months | ' | ' | 0 | 1,384 | 0 | 11,779 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations Due For Remaining Months | ' | ' | $4,300 | $4,575 | $38,152 | $38,152 | $2,388 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | 14.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CAPITAL_STOCK_Details_Textual
CAPITAL STOCK (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Settlement of Accrued Expenses [Member] | ' |
Capital Stock [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 16,000 |
Settlement of Placement Services [Member] | ' |
Capital Stock [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 30,000 |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details) (Non Employees [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Warrants Outstanding | 4,195,000 |
Warrants Outstanding, Weighted Price | $2.36 |
Warrants Exercisable | 4,195,000 |
Warrants Exercisable, Weighted Price | $2.36 |
Warrant One [Member] | ' |
Warrants Outstanding, Prices | $1.35 |
Warrants Outstanding | 2,320,000 |
Warrants Outstanding, Expiration Date | 8-Nov-18 |
Warrants Outstanding, Weighted Price | $1.35 |
Warrants Exercisable | 2,320,000 |
Warrants Exercisable, Weighted Price | $1.35 |
Warrant Two [Member] | ' |
Warrants Outstanding, Prices | $3.60 |
Warrants Outstanding | 1,875,000 |
Warrants Outstanding, Expiration Date | 31-Dec-16 |
Warrants Outstanding, Weighted Price | $3.60 |
Warrants Exercisable | 1,875,000 |
Warrants Exercisable, Weighted Price | $3.60 |
STOCK_OPTIONS_AND_WARRANTS_Det1
STOCK OPTIONS AND WARRANTS (Details 1) (Non Employees [Member], USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Number of Shares, Outstanding | 4,195,000 | ' |
Weighted Average Price Per Share, Outstanding | $2.36 | ' |
Warrant [Member] | ' | ' |
Number of Shares, Outstanding | 4,195,000 | 1,875,000 |
Number of Shares, Granted | 0 | 2,320,000 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares, Outstanding | 4,195,000 | 4,195,000 |
Weighted Average Price Per Share, Outstanding | $2.36 | $3.60 |
Weighted Average Price Per Share, Granted | $0 | $1.35 |
Weighted Average Price Per Share, Exercised | $0 | $0 |
Weighted Average Price Per Share, Expired | $0 | $0 |
Weighted Average Price Per Share, Outstanding | $2.36 | $2.36 |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Revenue: | ' | ' | ' |
Net Patient Service Revenue | $2,010,974 | $1,135,012 | ' |
Rental revenue | 261,923 | 266,669 | ' |
Total Revenue | 2,234,753 | 1,401,681 | ' |
Operating expenses: | ' | ' | ' |
Salaries & benefits | 1,065,521 | 622,759 | ' |
Other operating expenses | 429,291 | 304,475 | ' |
General and administrative | 405,912 | 253,019 | ' |
Depreciation and amortization | 134,719 | 122,620 | ' |
Total operating expenses | 2,035,443 | 1,302,873 | ' |
Net income (loss) from operations: | 199,310 | 98,808 | ' |
Interest expense | -219,253 | -299,641 | ' |
Amortization of financing costs | -15,906 | -14,337 | ' |
Loss on change in derivative liability | 0 | -40,649 | ' |
Other income (expense) | 750 | 750 | ' |
Net Income (loss): | -35,099 | -255,069 | ' |
Income taxes | 0 | 0 | ' |
Net income (loss) | -35,099 | -255,069 | ' |
Assets: | ' | ' | ' |
Assets | 11,780,079 | ' | 11,813,297 |
Assets acquired | ' | ' | ' |
Assets acquired | 10,998 | 2,103 | ' |
Real Estate [Member] | ' | ' | ' |
Revenue: | ' | ' | ' |
Net Patient Service Revenue | 0 | 0 | ' |
Rental revenue | 369,511 | 371,664 | ' |
Total Revenue | 369,511 | 371,664 | ' |
Operating expenses: | ' | ' | ' |
Salaries & benefits | 3,000 | 3,000 | ' |
Other operating expenses | 103,612 | 100,936 | ' |
General and administrative | 21,819 | 19,228 | ' |
Depreciation and amortization | 69,009 | 40,731 | ' |
Total operating expenses | 197,440 | 163,895 | ' |
Net income (loss) from operations: | 172,071 | 207,769 | ' |
Interest expense | -112,024 | -113,390 | ' |
Amortization of financing costs | -14,337 | -14,337 | ' |
Loss on change in derivative liability | ' | 0 | ' |
Other income (expense) | 750 | 750 | ' |
Net Income (loss): | 46,460 | 80,792 | ' |
Income taxes | 0 | 0 | ' |
Net income (loss) | 46,460 | 80,792 | ' |
Assets: | ' | ' | ' |
Assets | 6,790,803 | ' | 6,873,839 |
Assets acquired | ' | ' | ' |
Assets acquired | 10,439 | 0 | ' |
Healthcare Services [Member] | ' | ' | ' |
Revenue: | ' | ' | ' |
Net Patient Service Revenue | 1,972,830 | 1,135,012 | ' |
Rental revenue | 0 | 0 | ' |
Total Revenue | 1,972,830 | 1,135,012 | ' |
Operating expenses: | ' | ' | ' |
Salaries & benefits | 979,883 | 473,646 | ' |
Other operating expenses | 433,267 | 314,833 | ' |
General and administrative | 236,252 | 132,217 | ' |
Depreciation and amortization | 65,710 | 81,889 | ' |
Total operating expenses | 1,715,112 | 1,002,585 | ' |
Net income (loss) from operations: | 257,718 | 132,427 | ' |
Interest expense | -59,337 | -57,998 | ' |
Amortization of financing costs | -1,569 | 0 | ' |
Loss on change in derivative liability | ' | 0 | ' |
Other income (expense) | 0 | 0 | ' |
Net Income (loss): | 196,812 | 74,429 | ' |
Income taxes | 0 | 0 | ' |
Net income (loss) | 196,812 | 74,429 | ' |
Assets: | ' | ' | ' |
Assets | 4,623,411 | ' | 4,178,091 |
Assets acquired | ' | ' | ' |
Assets acquired | 559 | 2,103 | ' |
Corporate [Member] | ' | ' | ' |
Revenue: | ' | ' | ' |
Net Patient Service Revenue | 0 | 0 | ' |
Rental revenue | 0 | 0 | ' |
Total Revenue | 0 | 0 | ' |
Operating expenses: | ' | ' | ' |
Salaries & benefits | 82,638 | 146,113 | ' |
Other operating expenses | 0 | 0 | ' |
General and administrative | 147,841 | 101,574 | ' |
Depreciation and amortization | 0 | 0 | ' |
Total operating expenses | 230,479 | 247,687 | ' |
Net income (loss) from operations: | -230,479 | -247,687 | ' |
Interest expense | -47,892 | -128,253 | ' |
Amortization of financing costs | 0 | 0 | ' |
Loss on change in derivative liability | ' | -40,649 | ' |
Other income (expense) | 0 | 0 | ' |
Net Income (loss): | -278,371 | -416,589 | ' |
Income taxes | 0 | 0 | ' |
Net income (loss) | -278,371 | -416,589 | ' |
Assets: | ' | ' | ' |
Assets | 326,645 | ' | 761,367 |
Assets acquired | ' | ' | ' |
Assets acquired | 0 | 0 | ' |
Intersegment Elimination [Member] | ' | ' | ' |
Revenue: | ' | ' | ' |
Net Patient Service Revenue | 0 | 0 | ' |
Rental revenue | -107,588 | -104,995 | ' |
Total Revenue | -107,588 | -104,995 | ' |
Operating expenses: | ' | ' | ' |
Salaries & benefits | 0 | 0 | ' |
Other operating expenses | -107,588 | -111,294 | ' |
General and administrative | 0 | 0 | ' |
Depreciation and amortization | 0 | 0 | ' |
Total operating expenses | -107,588 | -111,294 | ' |
Net income (loss) from operations: | 0 | 6,299 | ' |
Interest expense | 0 | 0 | ' |
Amortization of financing costs | 0 | 0 | ' |
Loss on change in derivative liability | ' | 0 | ' |
Other income (expense) | 0 | 0 | ' |
Net Income (loss): | 0 | 6,299 | ' |
Income taxes | 0 | 0 | ' |
Net income (loss) | 0 | 6,299 | ' |
Assets: | ' | ' | ' |
Assets | 0 | ' | 0 |
Assets acquired | ' | ' | ' |
Assets acquired | $0 | $0 | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended |
8-May-14 | Apr. 30, 2014 | |
Convertible Debt [Member] | Employees and Service Providers [Member] | |
Subsequent Event [Line Items] | ' | ' |
Debt Conversion, Original Debt, Amount | $104,000 | ' |
Debt Instrument, Face Amount | 100,000 | ' |
Interest Expense, Debt | 4,000 | ' |
Debt Conversion, Converted Instrument, Shares Issued | 104,000 | ' |
Stock Issued During Period, Shares, New Issues | ' | 184,000 |
Payments of Stock Issuance Costs | ' | $144,100 |