Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | |
Entity Central Index Key | 1,416,876 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,867,626 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 751,559 | $ 279,087 |
Cash-restricted | 395,637 | 318,259 |
Accounts receivable, net | 5,611,386 | $ 1,804,636 |
Employee loans | 493,360 | |
Prepaid and other current assets | 548,211 | $ 153,296 |
Capitalized financing costs, current portion | 54,858 | 68,370 |
Total current assets | 7,855,011 | 2,623,648 |
Property, plant and equipment, net of accumulated depreciation of $4,152,225 and $2,472,111 | 8,027,163 | $ 8,294,298 |
Other assets | ||
Deferred costs, net of amortization of $134,435 | $ 3,091,992 | |
Capitalized financing costs, long term portion | $ 37,775 | |
Patient list, net of accumulated amortization of $70,000 and $55,000 | $ 230,000 | 245,000 |
Patents, net of accumulated amortization of $33,425 and $19,100 | 253,075 | $ 267,400 |
Investments | 22,200 | |
Notes receivable, acquisition deposit | 141,352 | |
Deposits | 2,571 | $ 2,571 |
Total other assets | 3,741,190 | 552,746 |
Total assets | 19,623,364 | 11,470,692 |
Current liabilities | ||
Accounts payable and accrued expenses | $ 2,476,718 | 1,457,275 |
Stock based payable | 537,750 | |
Advances | 224,000 | |
Line of credit, short term | $ 1,788,164 | 1,237,000 |
Convertible note payable, short term portion | 2,148,835 | |
Notes payable, current portion | $ 7,852,176 | 732,791 |
Unearned revenue | 42,704 | $ 38,763 |
Deferred rent, short term portion | 118,810 | |
Total current liabilities | 12,278,572 | $ 6,376,414 |
Long term debt: | ||
Deposits held | 67,432 | 72,901 |
Notes payable, long term portion | 894,835 | $ 8,184,560 |
Deferred rent, long term portion | 1,489,636 | |
Total long term debt | 2,451,903 | $ 8,257,461 |
Total liabilities | $ 14,730,475 | $ 14,633,875 |
Equity (deficit) | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized, Nil issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 22,432,626 and 17,951,055 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 22,433 | $ 17,951 |
Additional paid in capital | 20,696,977 | 12,671,942 |
Accumulated deficit | (15,687,835) | (15,853,076) |
Total stockholders' equity (deficit) attributable to First Choice Healthcare Solutions, Inc. | 5,031,575 | $ (3,163,183) |
Non-controlling interest (Note 10) | (138,686) | |
Total equity (deficit) | 4,892,889 | $ (3,163,183) |
Total liabilities and equity (deficit) | $ 19,623,364 | $ 11,470,692 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accumulated depreciation of property plant and equipment (in dollars) | $ 4,152,225 | $ 2,472,111 |
Amortization of Deferred Charges, Total | 134,435 | 0 |
Accumulated amortization (in dollars) | $ 70,000 | $ 55,000 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,432,626 | 17,951,055 |
Common stock, shares outstanding | 22,432,626 | 17,951,055 |
Patents [Member] | ||
Accumulated amortization (in dollars) | $ 33,425 | $ 19,100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Patient service revenue | $ 5,775,987 | $ 1,917,597 | $ 11,871,574 | $ 5,814,140 |
Provision for bad debts | (1) | (290,440) | (51,485) | (365,712) |
Net patient service revenue less provision for bad debts | 5,775,986 | 1,627,157 | 11,820,089 | 5,448,428 |
Rental revenue | 516,136 | 263,888 | 1,301,515 | 784,534 |
Total revenue | 6,292,122 | 1,891,045 | 13,121,604 | 6,232,962 |
Operating expenses: | ||||
Salaries and benefits | 2,240,109 | 925,513 | 5,311,710 | 3,081,840 |
Other operating expenses | 670,923 | 407,699 | 1,685,830 | 1,264,046 |
General and administrative | 2,234,647 | 548,635 | 4,437,801 | 1,623,755 |
Depreciation and amortization | 273,263 | 150,084 | 558,189 | 411,575 |
Total operating expenses | 5,418,942 | 2,031,931 | 11,993,530 | 6,381,216 |
Net income (loss) from operations | 873,180 | (140,886) | 1,128,074 | (148,254) |
Other income (expense): | ||||
Miscellaneous income (expense) | (18,400) | 750 | 22,719 | 2,250 |
Amortization financing costs | (20,592) | (20,686) | (60,507) | (62,057) |
Interest expense, net | (202,907) | (214,798) | (925,045) | (651,228) |
Total other expense | (241,899) | (234,734) | (962,833) | (711,036) |
Net income (loss) before provision for income taxes | 631,281 | (375,620) | 165,241 | (859,290) |
Income taxes (benefit) | 0 | 0 | 0 | 0 |
Net income (loss) | 631,281 | (375,620) | 165,241 | (859,290) |
Non-controlling interest (Note 10) | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ 631,281 | $ (375,620) | $ 165,241 | $ (859,290) |
Net income (loss) per common share, basic | $ 0.03 | $ (0.02) | $ 0.01 | $ (0.05) |
Net income (loss) per common share, diluted | $ 0.03 | $ (0.02) | $ 0.01 | $ (0.05) |
Weighted average number of common shares outstanding, basic | 20,658,877 | 17,523,044 | 19,249,783 | 17,092,088 |
Weighted average number of common shares outstanding, diluted | 22,992,211 | 17,523,044 | 21,583,117 | 17,092,088 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) - 9 months ended Sep. 30, 2015 - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at Dec. 31, 2014 | $ 17,951 | $ 12,671,942 | $ (15,853,076) | $ (3,163,183) | ||
Balance (in shares) at Dec. 31, 2014 | 17,951,055 | |||||
Common stock issued for services rendered | $ 1,559 | 1,682,217 | 1,683,776 | |||
Common stock issued for services rendered (in shares) | 1,559,178 | |||||
Common stock issued in settlement of note payable and accrued interest | $ 2,237 | 2,234,670 | 2,236,907 | |||
Common stock issued in settlement of note payable and accrued interest (in shares) | 2,236,907 | |||||
Common stock issued in settlement of advances and accrued interest | $ 486 | 654,921 | 655,407 | |||
Common stock issued in settlement of advances and accrued interest (in shares | 485,486 | |||||
Common stock issued in connection with loan extension | $ 200 | $ 226,800 | 227,000 | |||
Common stock issued in connection with loan extension (in shares) | 200,000 | |||||
Non-controlling interest of variable interest entry | $ (138,686) | (138,686) | ||||
Fair value of options issued to acquire management control of variable interest entity | $ 3,226,427 | 3,226,427 | ||||
Net income | $ 165,241 | 165,241 | ||||
Balance at Sep. 30, 2015 | $ 22,433 | $ 20,696,977 | $ (16,687,835) | $ (138,686) | $ 4,892,889 | |
Balance (in shares) at Sep. 30, 2015 | 22,432,626 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ 165,241 | $ (859,290) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 558,189 | 411,575 |
Amortization of financing costs | 60,507 | 62,057 |
Bad debt expense | 51,485 | $ 365,712 |
Common stock issued in connection with loan extension | 227,000 | |
Note payable issued in settlement of litigation | 50,749 | |
Stock based compensation | 859,991 | $ 137,001 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,678,545) | (1,208,082) |
Prepaid expenses and other | 203,699 | (38,110) |
Restricted funds | (77,378) | $ (84,426) |
Employee loans | (19,728) | |
Accounts payable and accrued expenses | 140,254 | $ 757,131 |
Deposits | (5,469) | |
Deferred rent | 39,603 | |
Unearned income | 3,941 | $ (32,835) |
Net cash provided by (used in) operating activities | 579,539 | $ (489,267) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash from variable interest entity | 679,673 | |
Payment of acquisition deposit | (141,352) | |
Purchase of equipment | (92,609) | $ (145,645) |
Net cash provided by (used in) investing activities | 445,712 | (145,645) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from advances | 431,406 | 50,000 |
(Payments on) proceeds from lines of credit | (331,162) | 552,000 |
Net payments on notes payable | (653,023) | (569,228) |
Net cash provided by (used in) financing activities | (552,779) | 32,772 |
Net increase (decrease) in cash and cash equivalents | 472,472 | (602,140) |
Cash and cash equivalents, beginning of period | 279,087 | 739,158 |
Cash and cash equivalents, end of period | 751,559 | 137,018 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | $ 925,045 | $ 651,228 |
Cash paid during the period for taxes | ||
Supplemental disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of accrued expenses | $ 15,000 | $ 166,340 |
Common stock issued for future services | 1,153,777 | $ 98,000 |
Common stock issued in settlement of related party advances | $ 655,407 | |
Common stock issued in settlement of line of credit | $ 150,000 | |
Common stock issued in settlement of convertible note and related interest | $ 2,236,907 | $ 336,557 |
Fair value of options issued to acquire management control of variable interest entity | $ 3,226,427 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies Basis Of Presentation | |
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, 2014, which has been derived from the audited financial statements of First Choice Healthcare Solutions, Inc. (“FCHS” and including, where appropriate, its consolidated subsidiaries and entities in which we have a controlling financial interest, the “Company”), and (b) the unaudited condensed consolidated interim financial statements as of September 30, 2015 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. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity ("VIE") model to the entity, otherwise the entity is evaluated under the voting interest model. 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 and nine months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015. 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, 2014 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015. 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. Effective May 1, 2015, the Company, through its recently formed wholly owned subsidiary, TBC Holdings of Melbourne, Inc., entered into an Operating and Control Agreement (the Agreement”) with Brevard Orthopaedic Spine & Pain Clinic, Inc. (“The B.A.C.K. Center”), whereby the Company will have sole and exclusive management and control of The B.A.C.K. Center, including, but not limited to, administrative, financial, facility and business operations, including the requirement to absorb losses or right to receive economic benefits. The initial term of the Agreement expires on December 31, 2016 with an option by the Company to extend the term until December 31, 2023. The agreement allows the Company to hold the current or potential rights that give it the power to direct the activities of the VIE that most significantly impact the VIE's economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses. The Company has a controlling financial interest in the VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the structure of the entity, the Company will reconsider whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in the VIE. Non-controlling interests relate to the third party ownership in a consolidated entity in which the Company has a controlling interest. For financial reporting purposes, the entity's assets, liabilities, and operations are consolidated with those of the Company, and the non-controlling interest in the entity is included in the Company's consolidated financial statements within the equity section of the consolidated Balance Sheets. 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., TBC Holdings of Melbourne, Inc. and First Choice – Brevard, along with the VIE, The B.A.C.K. Center. All significant intercompany balances and transactions, including those involving the VIE, 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 incorporates Accounting Standards Codification subtopic 605-25, “ Multiple-Element Arrangements The Company recognizes in accordance with Accounting Standards Codification subtopic 954-310, “Health Care Entities” (“ASC 954-310”), significant patient service revenue at the time the services are rendered, even though it does not assess the patient’s ability to pay. Therefore, The Company’s interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Company’s reports. These estimates are based upon the past history and identified trends for each of our payers. 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 48,698 square feet of commercial office space to third party tenants. The Company recognizes rental revenue associated with the period of time the facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). In addition, beginning May 1, 2015, TBC Holdings of Melbourne, Inc., through The B.A.C.K. Center, subleases approximately 34,480 square feet of commercial office space to third party tenants. 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 September 30, 2015, the Company had $751,559 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 September 30, 2015 and December 31, 2014, the Company’s provision for bad debts was $1,648,785 and $1,482,212, respectively. 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 and nine months ended September 30, 2015 was $15,324 and $55,239, respectively; and for the three and nine months ended September 30, 2014 was $20,685 and $62,057, respectively. Accumulated amortization of deferred financing costs were $251,625 and $231,369 at September 30, 2015 and December 31, 2014, respectively. Segment Information Accounting Standards Codification subtopic “ Segment Reporting 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. The amortization for the three and nine months ended September 30, 2015 was $4,775 and $14,325, respectively; and for the three and nine months ended September 30, 2014 was $14,325. Accumulated amortization of patent costs were $33,425 and $19,100 at September 30, 2015 and December 31, 2014, respectively. Patient List Patient list is comprised of acquired patients in connection with the acquisition of First Choice - Brevard and is amortized ratably over the estimated useful life of 15 years. The amortization for the three and nine months ended September 30, 2015 was $5,000 and $15,000, respectively; and for the three and nine months ended September 30, 2014 was $5,000 and $15,000, respectively. Accumulated amortization of patient list costs were $70,000 and $55,000 at September 30, 2015 and December 31, 2014, respectively. 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. Deferred costs On May 1, 2015, in connection with the operating and control agreement with Brevard Orthopaedic Spine & Pain Clinic, Inc., the Company reserved 3,000,000 options to purchase the Company’s common stock at $1.35 per share, expiring on December 31, 2023 and vesting contingent on The B.A.C.K. Center employees executing employment agreements with TBC Holding and the acquisition of the variable interest entity. The determined fair value of $3,226,427, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 134.09% and Risk free rate: 2.12%, is amortized ratably to operations over an estimated 8.67 year life. The amortization for the three and nine months ended September 30, 2015 was $75,886 and $134,435, respectively. Accumulated amortization of the deferred costs were $134,435 at September 30, 2015. Net Income (Loss) Per Share The Company accounts for net income (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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our issued convertible debt, warrants and stock options. Diluted net loss per share does not reflect the effects of 8,391,502 and 3,751,502 shares for the three and nine months ended September 30, 2014, respectively, that are potentially issuable upon the conversion of our convertible note payable or the exercise of the Company's stock options and warrants (calculated using the treasury stock method) as including such would be anti-dilutive. Fair Value Accounting Standards Codification subtopic 825-10, “ Financial Instruments 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. 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 September 30, 2015, the Company had 3,189,394 employee options outstanding to purchase shares of common stock (see above). As of September 30, 2015, included in prepaid expenses was $286,036 representing the fair value of common stock issued for future services. Services are expected to be performed over the next three to six months. Investments The Company has adopted Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10), which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company owned a 0.6660% interest in a non-consolidated affiliate, Doctor’s Surgical Partnership, LTD. In accordance with the equity method of accounting, investments in non-consolidated affiliates are carried at cost and adjusted for the Company’s proportionate share of their undistributed earnings or losses. Recent Accounting Pronouncements There are 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 financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity Disclosures [Abstract] | |
Liquidity Disclosure [Text Block] | NOTE 2 – LIQUIDITY The Company incurred various non-recurring expenses in 2014 in connection with the planned development of its medical practice. Management believes the continuing trend of positive growth before interest, taxes, depreciation and amortization in 2015 will support improved liquidity. In 2015, the Company converted to equity a total of $4,576,090 in outstanding debt, advances and accrued interest. Currently, the Company has three main sources of liquidity, its line of credit with CT Capital, LP; patient service revenue received from FCID Medical, Inc. and TBC Holdings of Melbourne, Inc.; and rental revenue received from its real estate interest, FCID Holdings, Inc. and TBC Holdings of Melbourne, 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. On June 9, 2015, First Choice – Brevard entered into a modification agreement amending the loan and security agreement, increasing the maximum aggregate amount available from $1,500,000 to $2,000,000. All other terms and conditions of the loan agreement remain in full force and effect. As of September 30, 2015, the Company has used $1,675,000 of the amount available under the line of credit. (See Note 5 – 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 48,698 square feet of commercial office space to third party tenants. In addition, beginning May 1, 2015, TBC Holdings of Melbourne, Inc., through The B.A.C.K. Center, subleases approximately 34,480 square feet of commercial office space to third party tenants. The Company believes that ongoing operations of Marina Towers, LLC and the current 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 the date that is one year and one day from the filing of this report. 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 | 9 Months Ended |
Sep. 30, 2015 | |
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. As of September 30, 2015, the Company had $395,637 in restricted cash as compared to $318,259 at December 31, 2014. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 — PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Land $ 1,000,000 $ 1,000,000 Building 3,055,168 3,055,168 Building improvements 4,029,307 3,970,603 Automobiles 29,849 29,849 Computer equipment 330,776 327,847 Medical equipment 3,576,858 2,253,219 Office equipment 157,430 129,723 12,179,388 10,766,409 Less: accumulated depreciation (4,152,225 ) (2,472,111 ) $ 8,027,163 $ 8,294,298 During the three and nine months ended September 30, 2015, depreciation expense charged to operations was $129,053 and $394,429, respectively; and during the three and nine months ended September 30, 2014, depreciation expense charged to operations was $120,759 and $382,250, respectively. |
LINE OF CREDIT
LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2015 | |
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. On June 9, 2015, First Choice – Brevard and the Lender entered into a Modification Agreement (“Modification”) further amending the Loan Agreement dated June 13, 2013, thereby increasing the Company’s accounts receivable line of credit from $1,500,000 to $2,000,000. All of the other terms and conditions of the Loan Agreement, as amended, remain in full force and effect. 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. As of September 30, 2015 and December 31, 2014, the outstanding balance was $1,675,000 and $1,237,000, respectively. Line of Credit, Florida Business Bank On June 27, 2012, The B.A.C.K. Center entered into a Promissory Note (the “Loan Agreement”) with Florida Business Bank, a Florida banking corporation (the “Lender”). Under the Loan Agreement, the Lender committed to make an accounts receivable line of credit in the maximum aggregate amount of $1,000,000, with an interest rate of Prime floating plus 1.0%, as published in The Wall Street Journal The Loan was modified on April 9, 2013, allowing a temporary increase to $1,383,000 and allowing for a one-time draw of up to $995,000 to be distributed to the shareholders for the purposes of financing the capitalization of TBC Equipment Leasing, LLC. The one time draw was repaid within 45 days and the availability under the Loan returned to $1,000,000. The modification allows for an interest rate of one month Libor floating plus 2.75%, as published in The Wall Street Journal Interest shall be due and payable monthly and principal is due on demand. The outstanding principal balance plus all accrued but unpaid interest shall be due on demand (the “Maturity Date”). Upon default, the interest may be adjusted to the highest rate permissible by law. The Loan is secured by all assets of The B.A.C.K. Center now owned or hereafter acquired. The assets 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: 60% of Medicare and Medicaid receivables less than 90 days old multiplied by a factor of 0.25, plus all other receivables less than 90 days old multiplied by a factor of 0.50. As of September 30, 2015, The B.A.C.K. Center had not violated the loan covenants. The obligations of The B.A.C.K Center under the Loan Agreement are guaranteed by the shareholders of The B.A.C.K. Center. The Loan Agreement is also guaranteed in the amount of $950,000 by related parties of The B.A.C.K. Center. As of September 30, 2015, the outstanding balance on the Loan was $113,164. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 - CONVERTIBLE NOTES PAYABLE Hillair Capital Investments, L.P. 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 at a conversion price of $1.00 per share, subject to adjustment for stock splits, stock dividends, and sales of securities or other distributions by the Company. 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%. During the year ended December 31, 2013, the Company amortized $1,871,117 of the debt discount to operations as interest expense. On January 30, 2015, the Company and Hillair entered into an Extension Agreement (“Extension”) amending the 8% Original Issue Discount Secured Convertible Debenture due November 1, 2015, in order to extend the Periodic Redemption due February 1, 2015, in the principal amount of $580,000 (the “February Periodic Redemption”) to April 1, 2015. In consideration of the Extension, the Company issued to Hillair 100,000 shares of common stock valued at $99,000 and remitted a payment of $30,000. The Extension also provides that, for an additional $20,000 payment (provided written notice and payment are made prior to March 15, 2015), the Company may request that the February Periodic Redemption be extended to May 1, 2015. On March 15, 2015, the Company provided written notice and remitted $20,000 to Hillair to extend the February Redemption to May 1, 2015. On April 9, 2015, the redemption terms of the Debenture were further modified as follows: Hillair agreed to convert $580,000 of the principal amount of the February Periodic Redemption into 580,000 shares of the Company’s common stock on or before May 1, 2015. In consideration of reducing the conversion price of $100,000 principal amount of the Debenture from $1.00 to $0.50 per share, the $580,000 principal amount of the Debenture due May 1, 2015 was extended to August 1, 2015. As a result of the modification, Hillair converted $100,000 principal amount of the Debenture, at $.50 per share, into 200,000 shares of the Company’s common stock; and $580,000 principal amount of the February Periodic Redemption, at $1.00 per share, into 580,000 shares of the Company’s common stock. In total, Hillair converted $680,000 principal amount of the Debenture into 780,000 shares of the Company’s common stock. As a result of the transaction, the Company recorded the fair value of the 100,000 additional common shares issued of $128,000 as current period interest expense. In July 2015 and August 2015, the Company issued an aggregate of 1,425,707 in full settlement of the outstanding convertible note payable and related accrued interest. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | NOTE 7— NOTES PAYABLE Notes payable as of September 30, 2015 and December 31, 2014 are comprised of the following: September 30, 2015 December 31, 2014 Mortgage Payable $ 7,179,946 $ 7,256,416 Note Payable, GE Capital (construction), MRI - 121,204 Note Payable, GE Capital (construction), 2 - 44,911 Note Payable, GE Capital (MRI) 940,526 1,218,625 Note Payable, GE Capital (X-ray) 108,851 142,349 Note Payable, GE Arm 73,749 91,925 Note Payable, Auto 11,768 16,383 Note payable, Florida Business Bank 362,636 - Note payable, SRS Software, LLC 50,749 Capital Lease Equipment 18,786 25,538 8,747,011 8,917,351 Less current portion (7,852,176 ) (732,791 ) $ 894,835 $ 8,184,560 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 $45,753 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 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 in the year 2011. 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 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 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 February 25, 2013, the Company accepted the delivery of C-arm equipment under the equipment finance lease. As such, the component piece accepted of $124,797 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%, due to mature in June 2017 and secured by related equipment. The outstanding balance on the note payable as of September 30, 2015 was $11,768. Note Payable — Florida Business Bank On June 27, 2012, The B.A.C.K. Center issued a promissory note in the aggregate amount of $900,931, which bore 5.50% interest per annum with monthly payments of $14,753 beginning in July 16, 2012, based on a six-year amortization schedule with all remaining principal and interest due in full on June 16, 2018. The note was modified on April 9, 2013 requiring a principal and interest payment of $11,434 and a fixed interest rate of 3.89%. The note is secured by a hypothecated first position lien on all assets leased to The B.A.C.K. Center by its subsidiary and the assignment of $634,000 of life insurance from each Guarantor. The obligations under the note are guaranteed by the shareholders of The B.A.C.K. Center. Note Payable—SRS Software, LLC On July 31, 2015, the Company entered into a Settlement and Release Agreement (“Agreement”) in regard to litigation filed against the Company for breach of an exclusive billing and collection agreement. In connection with the Agreement, the Company issued a promissory note for $70,000 with monthly payments of $10,000 and remaining unpaid balance and accrued interest due December 31, 2015 at 8% per annum. Capital Leases — Equipment On June 11, 2013, the Company entered into a lease agreement to acquire equipment with 48 monthly payments of $956 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. On October 25, 2011, The B.A.C.K. Center entered into a lease agreement to acquire equipment with 60 monthly payments of $1,036 payable through October 26, 2016, with no stated interest rate. The B.A.C.K. Center may elect to acquire the leased equipment at a nominal amount at the end of the lease. Aggregate Principal Maturities of Long-Term Debt as of September 30, 2015 Amount Three months ended December 31, 2015 $ 220,832 Year ended December 31, 2016 7,779,410 Year ended December 31, 2017 654,891 Year ended December 31, 2018 and thereafter 91,878 Total $ 8,747,011 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock [Text Block] | NOTE 8 — CAPITAL STOCK During the nine months ended September 30, 2015, the Company issued an aggregate of 200,000 shares of its common stock in connection with a loan extension (see Note 6 – Convertible Notes Payable). During the nine months ended September 30, 2015, the Company issued an aggregate of 2,236,907 shares of its common stock in exchange for conversion of notes payable of $2,120,000 and $116,907 accrued interest. During the nine months ended September 30, 2015, the Company issued an aggregate of 485,486 shares of its common stock in exchange for previous advances of $615,500 and $39,907 accrued interest. During the nine months ended September 30, 2015, the Company issued an aggregate of 1,559,178 shares of its common stock to officers, employees and service providers at an aggregate fair value of $1,683,776, of which $221,000 was expensed in 2014 and $286,036 were prepaid expenses as of September 30, 2015. Stock-Based Payable The Company was obligated to issue its common stock to officers and consultants for past and future services as of December 31, 2014. The estimated liability as of December 31, 2014 of $537,750 ($1.32 per share) was determined based on services rendered. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [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 September 30, 2015: Warrants Outstanding Warrants Exercisable Price Outstanding Expiration Date Weighted Price Exercisable Weighted Price $ 1.35 2,320,000 November 8, 2018 $ 1.35 2,320,000 $ 1.35 $ 3.60 1,875,000 December 31, 2016 $ 3.60 1,875,000 $ 3.60 4,195,000 $ 2.36 4,195,000 $ 2.36 The warrant to purchase up to 2,320,000 shares of the Company's common stock may be exercised on a cashless basis. The warrant to purchase up to 1,875,000 shares of the Company's common stock may not be exercised on a cashless basis. Transactions involving stock warrants issued to non-employees are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2013: 4,195,000 $ 2.36 Granted - - Exercised - - Expired - - Outstanding at December 31, 2014: 4,195,000 $ 2.36 Granted - - Exercised - - Expired - - Outstanding at September 30,2015 4,195,000 $ 2.36 Options The following table summarizes the stock option activity for the nine months ended September 30, 2015: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 - $ - - $ - Granted 3,000,000 1.35 8.67 - Canceled/expired - - - - Outstanding at September 30, 2015 3,000,000 $ 1.35 8.25 $ - Exercisable at September 30, 2015 - $ - - $ - The following table presents information related to stock options at September 30, 2015: Options Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $1.35 3,000,000 8.25 - On May 1, 2015, in connection with the Operating and Control Agreement with Brevard Orthopaedic Spine & Pain Clinic, Inc. (The B.A.C.K. Center), the Company issued 3,000,000 options to purchase the Company’s common stock at $1.35 per share, expiring on December 31, 2023 and vesting contingent on the variable interest entity (VIE), The B.A.C.K. Center, being acquired by the Company and The B.A.C.K. Center employees executing employment contracts with TBC Holdings. The determined fair value of $3,226,427, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 134.09% and Risk free rate: 2.12%, is amortized ratably to operations over an estimated 8.67 year life; and is recorded as deferred costs and amortized over the contract term of the Operating and Control Agreement of the VIE. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | NOTE 10 — VARIABLE INTEREST ENTITY Effective May 1, 2015, the Company, through its recently formed wholly owned subsidiary, TBC Holdings of Melbourne, Inc., entered into an Operating and Control Agreement (the Agreement”) with Brevard Orthopaedic Spine & Pain Clinic, Inc. (“The B.A.C.K. Center”), whereby the Company will have sole and exclusive management and control of The B.A.C.K. Center, including, but not limited to, administrative, financial, facility and business operations including the requirement to absorb losses or right to receive economic benefits The initial term of the Agreement expires on December 31, 2016, with an option by the Company to extend the term until December 31, 2023. The Company issued 3,000,000 options to purchase the Company’s common stock, vesting contingent on The B.A.C.K. Center employees signing employment contracts with TBD Holdings and the variable interest entity, The B.A.C.K. Center, being acquired by the Company at $1.35 per share and expiring on December 31, 2023. The Company has determined that The B.A.C.K. Center is a Variable Interest Entity ("VIE") in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation". In determining whether the Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all of its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity's structure, including: the entity's capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company's economic interests is a matter that requires the exercise of professional judgment. The table below summarizes the assets and liabilities associated with The B.A.C.K. Center at acquisition date of May 1, 2015 and as of September 30, 2015: May 1, 2015 September 30, 2015 Current assets: Cash $ 679,673 $ 723,429 Accounts receivable 2,179,690 3,343,452 Other current assets 786,210 544,824 Total current assets 3,645,573 4,611,705 Property and equipment, net 34,685 62,171 Other assets 26,978 22,200 Total assets $ 3,707,236 $ 4,696,076 Current liabilities: Accounts payable and accrued liabilities $ 962,819 $ 1,015,031 Due to First Choice Healthcare Solutions, Inc. - 1,735,485 Other current liabilities 882,326 367,328 Total current liabilities 1,845,145 3,117,844 Long term debt 2,000,777 1,716,918 Total liabilities 3,845,922 4,834,762 Deficit (138,686) (138,686 ) Total liabilities and deficit $ 3,707,236 $ 4,696,076 Total revenues from The B.A.C.K. Center were $6,441,145 from May 1, 2015 through September 30, 2015. Related expenses consisted primarily of salaries and benefits of $2,304,933, general and administrative expenses of $2,255,403, depreciation of $723 and interest and financing costs of $24,738. (See Note 11 – Segment Reporting) |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 11 — 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 three reportable segments: Marina Towers, LLC, FCID Medical, Inc. and The B.A.C.K Center. The Marina Towers, LLC segment derives revenue from the operating leases of its owned building; FCID Medical segment derives revenue for medical services provided to patients; and The B.A.C.K Center derives revenue for subleasing space within its building and 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 September 30, 2015: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 1,769,948 $ 4,006,038 $ - $ - $ 5,775,986 Rental revenue 379,924 - 248,155 - (111,943) 516,136 Total Revenue 379,924 1,769,948 4,254,193 - (111,943) 6,292,122 Operating expenses: Salaries & benefits 3,000 1,098,893 1,054,315 83,901 - 2,240,109 Other operating expenses 115,235 667,631 - - (111,943) 670,923 General and administrative 25,542 312,759 1,337,947 558,399 - 2,234,647 Depreciation and amortization 69,766 66,787 (2,500) 139,210 - 273,263 Total operating expenses 213,543 2,146,070 2,389,762 781,510 (111,943) 5,418,942 Net income (loss) from operations: 166,381 (376,122) 1,864,431 (781,510) - 873,180 Interest expense (112,158) (54,536) (10,559) (25,654) - (202,907) Amortization of financing costs (14,336) - (6,256) - - (20,592) Other income (expense) 750 - (19,150) - - (18,400) Net Income (loss): 40,637 (430,658) 1,828,466 (807,164) - 631,281 Income taxes - - - - - - Net income (loss) $ 40,637 $ (430,658) $ 1,828,466 $ (807,164) $ - $ 631,281 Summary Statement of Operations for the three months ended September 30, 2014: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 1,627,157 $ - $ - $ - $ 1,627,157 Rental revenue 373,200 - - - (109,312) 263,888 Total Revenue 373,200 1,627,157 - (109,312) 1,891,045 Operating expenses: Salaries & benefits 3,000 834,406 - 88,107 - 925,513 Other operating expenses 112,407 404,604 - - (109,312) 407,699 General and administrative 22,067 283,949 - 242,619 - 548,635 Depreciation and amortization 69,219 66,540 - 14,325 - 150,084 Total operating expenses 206,693 1,589,499 - 345,051 (109,312) 2,031,931 Net income (loss) from operations: 166,507 37,658 - (345,051) - (140,886) Interest expense (113,689) (56,162) - (44,947) - (214,798) Amortization of financing costs (14,337) (6,349) - - - (20,686) Other income (expense) 750 - - - 750 Net Income (loss): 39,231 (24,853) - (389,998) - (375,620) Income taxes - - - - - Net income (loss) $ 39,231 $ (24,853) $ - $ (389,998) $ - $ (375,620) Summary Statement of Operations for the nine months ended September 30, 2015: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 5,883,231 $ 5,936,858 $ - $ - $ 11,820,089 Rental revenue 1,130,757 - 504,287 - (333,529) 1,301,515 Total Revenue 1,130,757 5,883,231 6,441,145 - (333,529) 13,121,604 Operating expenses: Salaries & benefits 9,000 2,716,944 2,304,933 280,833 - 5,311,710 Other operating expenses 328,509 1,690,850 - - (333,529) 1,685,830 General and administrative 72,332 923,155 2,255,403 1,186,911 - 4,437,801 Depreciation and amortization 208,659 200,047 723 148,760 - 558,189 Total operating expenses 618,500 5,530,996 4,561,059 1,616,504 (333,529) 11,993,530 Net income (loss) from operations: 512,257 352,235 1,880,086 (1,616,504) - 1,128,074 Interest expense (331,954) (175,118) (17,823) (400,150) - (925,045) Amortization of financing costs (43,010) (10,582) (6,915) - - (60,507) Other income (expense) 22,719 - - - - 22,719 Net Income (loss): 160,012 166,535 1,855,348 (2,016,654) - 165,241 Income taxes - - - - - Net income (loss) $ 160,012 $ 166,535 $ 1,855,348 $ (2,016,654) $ - $ 165,241 Summary Statement of Operations for the nine months ended September 30, 2014: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 5,448,428 $ - $ - $ - $ 5,448,428 Rental revenue 1,110,171 - - - (325,637) 784,534 Total Revenue 1,110,171 5,448,428 - (325,637) 6,232,962 Operating expenses: Salaries & benefits 9,000 2,810,844 - 261,996 - 3,081,840 Other operating expenses 326,008 1,263,675 - - (325,637) 1,264,046 General and administrative 65,789 849,110 - 708,856 - 1,623,755 Depreciation and amortization 207,447 189,803 - 14,325 - 411,575 Total operating expenses 608,244 5,113,432 - 985,177 (325,637) 6,381,216 Net income (loss) from operations: 501,927 334,996 - (985,177) - (148,254) Interest expense (339,780) (171,450) - (139,998) - (651,228) Amortization of financing costs (43,011) (19,047) - - - (62,058) Other income (expense) 2,250 - - - 2,250 Net Income (loss): 121,386 144,499 - (1,125,175) - (859,290) Income taxes - - - - - Net income (loss) $ 121,386 $ 144,499 $ - $ (1,125,175) $ - $ (859,290) Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Assets: At September 30, 2015: $ 6,451,906 $ 4,589,623 $ 4,696,076 $ 3,862,542 $ - $ 19,623,364 At December 31, 2014: $ 6,726,759 $ 4,407,749 $ - $ 336,184 $ - $ 11,470,692 Assets acquired Three month ended September 30, 2015: $ 22,296 $ 2,038 $ 28,210 $ - $ - $ 52,544 Three months ended September 30, 2014: $ - $ 57,663 $ - $ - $ - $ 57,663 Nine months ended September 30, 2015: $ 58,705 $ 5,694 $ 28,210 $ - $ - $ 92,609 Nine months ended September 30, 2014: $ 16,758 $ 128,887 $ - $ - $ - $ 145,645 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 - COMMITMENTS AND CONTINGENCIES Litigation -- MedTRX On or about July 25, 2014, MedTRX Health Care Solutions, LLC and MedTRX Collection Services, LLC (“MedTRX”) filed a demand for arbitration with the American Arbitration Association (“AAA”) against FCID Medical, Inc. and First Choice Medical Group of Brevard, LLC (collectively, “First Choice”). MedTRX claims that First Choice breached an exclusive five-year billing and collection agreement, dated December 9, 2011, (“Billing Agreement”) by engaging another billing service on or about June 1, 2014. MedTRX also claims that First Choice failed to pay for services that MedTRX had performed prior to June 1, 2014, leaving a balance due of $93,280.84. MedTRX claims total damages of “not less than $3 million.” On or about September 15, 2014, First Choice served its Answering Statement and Counterclaims (“Answering Statement”). In the Answering Statement, First Choice denied all liability to MedTRX due to MedTRX’s numerous material breaches of the Billing Agreement and asserted two counterclaims for fraudulent inducement and negligence against MedTRX. On July 18, 2015, the arbitrator granted the Company’s request to withdraw its Answer and Counterclaims and deemed the Company to have denied only the amount of damages claimed by MEDTRX. On November 2, 2015, the Company and MedTRX signed a settlement and mutual release agreement, whereby the parties have agreed to settle all disputes and the pending arbitration actions and release each other from all claims, counterclaims, liabilities and obligations, except for obligations stipulated in the settlement or as otherwise reserved. The settlement terms provided for First Choice to pay MedTRX cash consideration of $500,000 upon signing of the settlement agreement, $650,000 cash paid over time in accordance with the terms and conditions of two non-interest bearing promissory notes – one for $550,000 and one for $100,000 – and 400,000 restricted shares of the Company’s common stock. First Choice has the right to redeem the shares at a price of $1.50 per share on or before May 2, 2016. In the event that First Choice elects to redeem the restricted shares, then the promissory note for $100,000 will be cancelled and deemed paid in full by MedTRX. (See Note 13 – Subsequent Events) Litigation – Health First Management The B.A.C.K. Center has a claim filed in Brevard County, Florida Circuit Court against Health First Management, Inc. due to a contract dispute. A counterclaim was filed against the Company. The case has been litigated for a substantial amount of time and a trial is anticipated to take place within the next 12months. The Company has vigorously defended against the counterclaim. The Company has accrued a possible loss contingency of approximately $118,000. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Operating Leases The B.A.C.K. Center leases office space under various non-cancelable operating leases that expire at various dates through June 2026. Terms of the lease agreements provide for rental payments ranging from approximately $4,200 to $200,000 per month. Certain leases include charges for sales and real estate taxes and a proration of common area maintenance expenses. Under generally accepted accounting principles (GAAP), all rental payments, including fixed rent increases, are recognized on a straight-line basis over the life of the lease. The GAAP rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. From the date of the Operating and Control Agreement through September 30, 2015, lease expense amounted to $1,278,157. The following is a schedule of future minimum lease payments for all non-cancelable operating leases for each of the next five years ending December 31 and thereafter: Three months ended December 31 2015: $ 866,134 Year ended December 31, 2016 3,494,547 Year ended December 31, 2017 3,444,197 Year ended December 31, 2018 3,444,209 Year ended December 31, 2019 3,444,221 $ 14,693,308 Guarantees Two of The B.A.C.K. Center’s shareholders and a related party have guaranteed the full and prompt payment of the base rent, the additional rent and any all other sums and charges payable by a tenant, its successors and assigns under the lease, and the full performance and observance of all the covenants, terms, conditions and agreements for one of the above mentioned operating leases. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS Crane Creek Surgery Center Acquisition On November 2, 2015, the Company announced that its newly formed, wholly-owned subsidiary, CCSC Holdings, Inc. (“CCSC Holdings”), acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”) in exchange for cash consideration of $560,000. Crane Creek is an AAAHC accredited facility dedicated to delivering excellent, ambulatory surgical care in a convenient, comfortable outpatient environment. The collective ownership of Crane Creek is comprised of CCSC Holdings, CCSC TBC Group, LLC (“TBC Group”), which is owned by Richard Hynes, M.D., FASC and Devin Datta, M.D.; and HMA Blue Chip Investments, LLC (Blue Chip Surgical Center Partners), which develops and manages 17 world class ambulatory surgery centers across the United States. Drs. Hynes and Datta are both affiliated with The B.A.C.K. Center, a First Choice medical center of excellence in Melbourne, Florida. Together, CCSC Holdings and TBC Group own 75% interest in Crane Creek. In accordance with the Crane Creek Restated and Amended Operating Agreement, CCSC Holdings will exercise sufficient control over the business of Crane Creek that will allow First Choice to treat it as a variable interest entity (“VIE”), effective October 1, 2015. The Company has the power to make decisions that most significantly affect the economic performance of Crane Creek and to absorb significant losses or right to receive benefits that could potentially be significant. As a result, the Company will include the financial results of the VIE in its consolidated financial statements in accordance with generally accepted accounting principles. Of the $560,000 cash consideration paid, CCSC Holdings borrowed $420,000 pursuant to a promissory note which bears interest at 8% per annum and matures on April 15, 2016 (the “Note”). The Note is guaranteed by the Company’s CEO, Christian Romandetti, and the Company. In addition, Mr. Romandetti personally pledged 1,000,000 shares of the Company’s common stock as collateral for the repayment of the Note. MedTRX Settlement On November 2, 2015, the Company and MedTRX Collection Services, Inc. signed a settlement and mutual release agreement, whereby the parties have agreed to settle all disputes and the pending arbitration actions and release each other from all claims, counterclaims, liabilities and obligations, except for obligations stipulated in the settlement or as otherwise reserved. The settlement terms provided for First Choice to pay MedTRX cash consideration of $500,000 upon signing of the settlement agreement, $650,000 cash paid over time in accordance with the terms and conditions of two non-interest bearing promissory notes – one for $550,000 and one for $100,000 – and 400,000 restricted shares of the Company’s common stock. First Choice has the right to redeem the shares at a price of $1.50 per share on or before May 2, 2016. In the event that First Choice elects to redeem the restricted shares, then the promissory note for $100,000 will be cancelled and deemed paid in full by MedTRX. Sale of Securities On November 2, 2015, pursuant to a securities purchase agreement, the Company sold 129,630 shares of common stock to an investor for an aggregate purchase price of $175,000 (the “Shares”). The investor also received a five-year warrant to purchase 129,603 shares of the Company’s common stock at an exercise price of $1.35 per share (the “Warrant”). The Shares and Warrant were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. |
SIGNIFICANT ACCOUNTING POLICI20
SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
General | General The (a) condensed consolidated balance sheet as of December 31, 2014, which has been derived from the audited financial statements of First Choice Healthcare Solutions, Inc. (“FCHS” and including, where appropriate, its consolidated subsidiaries and entities in which we have a controlling financial interest, the “Company”), and (b) the unaudited condensed consolidated interim financial statements as of September 30, 2015 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. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity ("VIE") model to the entity, otherwise the entity is evaluated under the voting interest model. 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 and nine months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015. 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, 2014 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015. |
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. Effective May 1, 2015, the Company, through its recently formed wholly owned subsidiary, TBC Holdings of Melbourne, Inc., entered into an Operating and Control Agreement (the Agreement”) with Brevard Orthopaedic Spine & Pain Clinic, Inc. (“The B.A.C.K. Center”), whereby the Company will have sole and exclusive management and control of The B.A.C.K. Center, including, but not limited to, administrative, financial, facility and business operations, including the requirement to absorb losses or right to receive economic benefits. The initial term of the Agreement expires on December 31, 2016 with an option by the Company to extend the term until December 31, 2023. The agreement allows the Company to hold the current or potential rights that give it the power to direct the activities of the VIE that most significantly impact the VIE's economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses. The Company has a controlling financial interest in the VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the structure of the entity, the Company will reconsider whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in the VIE. Non-controlling interests relate to the third party ownership in a consolidated entity in which the Company has a controlling interest. For financial reporting purposes, the entity's assets, liabilities, and operations are consolidated with those of the Company, and the non-controlling interest in the entity is included in the Company's consolidated financial statements within the equity section of the consolidated Balance Sheets. 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., TBC Holdings of Melbourne, Inc. and First Choice – Brevard, along with the VIE, The B.A.C.K. Center. All significant intercompany balances and transactions, including those involving the VIE, 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 Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, “ Revenue Recognition ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, “ Multiple-Element Arrangements The Company recognizes in accordance with Accounting Standards Codification subtopic 954-310, “Health Care Entities” (“ASC 954-310”), significant patient service revenue at the time the services are rendered, even though it does not assess the patient’s ability to pay. Therefore, The Company’s interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Company’s reports. These estimates are based upon the past history and identified trends for each of our payers. 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 48,698 square feet of commercial office space to third party tenants. The Company recognizes rental revenue associated with the period of time the facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). In addition, beginning May 1, 2015, TBC Holdings of Melbourne, Inc., through The B.A.C.K. Center, subleases approximately 34,480 square feet of commercial office space to third party tenants. |
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 September 30, 2015, the Company had $751,559 in cash. |
Concentrations of Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The CompanyÂ’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the CompanyÂ’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 [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 September 30, 2015 and December 31, 2014, the Company’s provision for bad debts was $1,648,785 and $1,482,212, respectively. |
Capitalized Financing Costs [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 and nine months ended September 30, 2015 was $15,324 and $55,239, respectively; and for the three and nine months ended September 30, 2014 was $20,685 and $62,057, respectively. Accumulated amortization of deferred financing costs were $251,625 and $231,369 at September 30, 2015 and December 31, 2014, respectively. |
Segment Information [Policy Text Block] | Segment Information Accounting Standards Codification subtopic “ Segment Reporting |
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. The amortization for the three and nine months ended September 30, 2015 was $4,775 and $14,325, respectively; and for the three and nine months ended September 30, 2014 was $14,325. Accumulated amortization of patent costs were $33,425 and $19,100 at September 30, 2015 and December 31, 2014, respectively. |
Patient List, Policy [Policy Text Block] | Patient List Patient list is comprised of acquired patients in connection with the acquisition of First Choice - Brevard and is amortized ratably over the estimated useful life of 15 years. The amortization for the three and nine months ended September 30, 2015 was $5,000 and $15,000, respectively; and for the three and nine months ended September 30, 2014 was $5,000 and $15,000, respectively. Accumulated amortization of patient list costs were $70,000 and $55,000 at September 30, 2015 and December 31, 2014, respectively. |
Property 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. |
Deferred Costss, Policy [Policy Text Block] | Deferred costs On May 1, 2015, in connection with the operating and control agreement with Brevard Orthopaedic Spine & Pain Clinic, Inc., the Company reserved 3,000,000 options to purchase the CompanyÂ’s common stock at $1.35 per share, expiring on December 31, 2023 and vesting contingent on The B.A.C.K. Center employees executing employment agreements with TBC Holding and the acquisition of the variable interest entity. The determined fair value of $3,226,427, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 134.09% and Risk free rate: 2.12%, is amortized ratably to operations over an estimated 8.67 year life. The amortization for the three and nine months ended September 30, 2015 was $75,886 and $134,435, respectively. Accumulated amortization of the deferred costs were $134,435 at September 30, 2015. |
Net Income (Loss) Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share The Company accounts for net income (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 income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our issued convertible debt, warrants and stock options. Diluted net loss per share does not reflect the effects of 8,391,502 and 3,751,502 shares for the three and nine months ended September 30, 2014, respectively, that are potentially issuable upon the conversion of our convertible note payable or the exercise of the Company's stock options and warrants (calculated using the treasury stock method) as including such would be anti-dilutive. |
Fair Value, Policy [Policy Text Block] | Fair Value Accounting Standards Codification subtopic 825-10, “ Financial Instruments 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. |
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 counterpartyÂ’s performance is complete. As of September 30, 2015, the Company had 3,189,394 employee options outstanding to purchase shares of common stock (see above). As of September 30, 2015, included in prepaid expenses was $286,036 representing the fair value of common stock issued for future services. Services are expected to be performed over the next three to six months. |
Inventory, Policy [Policy Text Block] | Investments The Company has adopted Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10), which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company owned a 0.6660% interest in a non-consolidated affiliate, Doctor’s Surgical Partnership, LTD. In accordance with the equity method of accounting, investments in non-consolidated affiliates are carried at cost and adjusted for the Company’s proportionate share of their undistributed earnings or losses. |
Recent Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements There are 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 financial position, results of operations or cash flows. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment at September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Land $ 1,000,000 $ 1,000,000 Building 3,055,168 3,055,168 Building improvements 4,029,307 3,970,603 Automobiles 29,849 29,849 Computer equipment 330,776 327,847 Medical equipment 3,576,858 2,253,219 Office equipment 157,430 129,723 12,179,388 10,766,409 Less: accumulated depreciation (4,152,225 ) (2,472,111 ) $ 8,027,163 $ 8,294,298 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Notes payable as of September 30, 2015 and December 31, 2014 are comprised of the following: September 30, 2015 December 31, 2014 Mortgage Payable $ 7,179,946 $ 7,256,416 Note Payable, GE Capital (construction), MRI - 121,204 Note Payable, GE Capital (construction), 2 - 44,911 Note Payable, GE Capital (MRI) 940,526 1,218,625 Note Payable, GE Capital (X-ray) 108,851 142,349 Note Payable, GE Arm 73,749 91,925 Note Payable, Auto 11,768 16,383 Note payable, Florida Business Bank 362,636 - Note payable, SRS Software, LLC 50,749 Capital Lease Equipment 18,786 25,538 8,747,011 8,917,351 Less current portion (7,852,176 ) (732,791 ) $ 894,835 $ 8,184,560 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate Principal Maturities of Long-Term Debt as of September 30, 2015 Amount Three months ended December 31, 2015 $ 220,832 Year ended December 31, 2016 7,779,410 Year ended December 31, 2017 654,891 Year ended December 31, 2018 and thereafter 91,878 Total $ 8,747,011 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Warrants Outstanding And Related Exercise Prices [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 September 30, 2015: Warrants Outstanding Warrants Exercisable Price Outstanding Expiration Date Weighted Price Exercisable Weighted Price $ 1.35 2,320,000 November 8, 2018 $ 1.35 2,320,000 $ 1.35 $ 3.60 1,875,000 December 31, 2016 $ 3.60 1,875,000 $ 3.60 4,195,000 $ 2.36 4,195,000 $ 2.36 |
Schedule of Transactions Involving Stock Warrants Issued To Non-employees [Table Text Block] | Transactions involving stock warrants issued to non-employees are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2013: 4,195,000 $ 2.36 Granted - - Exercised - - Expired - - Outstanding at December 31, 2014: 4,195,000 $ 2.36 Granted - - Exercised - - Expired - - Outstanding at September 30,2015 4,195,000 $ 2.36 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the stock option activity for the nine months ended September 30, 2015: Shares Weighted- Exercise Weighted- Remaining Contractual Term Aggregate Intrinsic Outstanding at January 1, 2015 - $ - - $ - Granted 3,000,000 1.35 8.67 - Canceled/expired - - - - Outstanding at September 30, 2015 3,000,000 $ 1.35 8.25 $ - Exercisable at September 30, 2015 - $ - - $ - |
Schedule of Stock Options Information [Table Text Block] | The following table presents information related to stock options at September 30, 2015: Options Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $1.35 3,000,000 8.25 - |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Table) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] | The table below summarizes the assets and liabilities associated with The B.A.C.K. Center at acquisition date of May 1, 2015 and as of September 30, 2015: May 1, 2015 September 30, 2015 Current assets: Cash $ 679,673 $ 723,429 Accounts receivable 2,179,690 3,343,452 Other current assets 786,210 544,824 Total current assets 3,645,573 4,611,705 Property and equipment, net 34,685 62,171 Other assets 26,978 22,200 Total assets $ 3,707,236 $ 4,696,076 Current liabilities: Accounts payable and accrued liabilities $ 962,819 $ 1,015,031 Due to First Choice Healthcare Solutions, Inc. - 1,735,485 Other current liabilities 882,326 367,328 Total current liabilities 1,845,145 3,117,844 Long term debt 2,000,777 1,716,918 Total liabilities 3,845,922 4,834,762 Deficit (138,686) (138,686 ) Total liabilities and deficit $ 3,707,236 $ 4,696,076 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Summary Statement of Operations for the three months ended September 30, 2015: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 1,769,948 $ 4,006,038 $ - $ - $ 5,775,986 Rental revenue 379,924 - 248,155 - (111,943) 516,136 Total Revenue 379,924 1,769,948 4,254,193 - (111,943) 6,292,122 Operating expenses: Salaries & benefits 3,000 1,098,893 1,054,315 83,901 - 2,240,109 Other operating expenses 115,235 667,631 - - (111,943) 670,923 General and administrative 25,542 312,759 1,337,947 558,399 - 2,234,647 Depreciation and amortization 69,766 66,787 (2,500) 139,210 - 273,263 Total operating expenses 213,543 2,146,070 2,389,762 781,510 (111,943) 5,418,942 Net income (loss) from operations: 166,381 (376,122) 1,864,431 (781,510) - 873,180 Interest expense (112,158) (54,536) (10,559) (25,654) - (202,907) Amortization of financing costs (14,336) - (6,256) - - (20,592) Other income (expense) 750 - (19,150) - - (18,400) Net Income (loss): 40,637 (430,658) 1,828,466 (807,164) - 631,281 Income taxes - - - - - - Net income (loss) $ 40,637 $ (430,658) $ 1,828,466 $ (807,164) $ - $ 631,281 Summary Statement of Operations for the three months ended September 30, 2014: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 1,627,157 $ - $ - $ - $ 1,627,157 Rental revenue 373,200 - - - (109,312) 263,888 Total Revenue 373,200 1,627,157 - (109,312) 1,891,045 Operating expenses: Salaries & benefits 3,000 834,406 - 88,107 - 925,513 Other operating expenses 112,407 404,604 - - (109,312) 407,699 General and administrative 22,067 283,949 - 242,619 - 548,635 Depreciation and amortization 69,219 66,540 - 14,325 - 150,084 Total operating expenses 206,693 1,589,499 - 345,051 (109,312) 2,031,931 Net income (loss) from operations: 166,507 37,658 - (345,051) - (140,886) Interest expense (113,689) (56,162) - (44,947) - (214,798) Amortization of financing costs (14,337) (6,349) - - - (20,686) Other income (expense) 750 - - - 750 Net Income (loss): 39,231 (24,853) - (389,998) - (375,620) Income taxes - - - - - Net income (loss) $ 39,231 $ (24,853) $ - $ (389,998) $ - $ (375,620) Summary Statement of Operations for the nine months ended September 30, 2015: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 5,883,231 $ 5,936,858 $ - $ - $ 11,820,089 Rental revenue 1,130,757 - 504,287 - (333,529) 1,301,515 Total Revenue 1,130,757 5,883,231 6,441,145 - (333,529) 13,121,604 Operating expenses: Salaries & benefits 9,000 2,716,944 2,304,933 280,833 - 5,311,710 Other operating expenses 328,509 1,690,850 - - (333,529) 1,685,830 General and administrative 72,332 923,155 2,255,403 1,186,911 - 4,437,801 Depreciation and amortization 208,659 200,047 723 148,760 - 558,189 Total operating expenses 618,500 5,530,996 4,561,059 1,616,504 (333,529) 11,993,530 Net income (loss) from operations: 512,257 352,235 1,880,086 (1,616,504) - 1,128,074 Interest expense (331,954) (175,118) (17,823) (400,150) - (925,045) Amortization of financing costs (43,010) (10,582) (6,915) - - (60,507) Other income (expense) 22,719 - - - - 22,719 Net Income (loss): 160,012 166,535 1,855,348 (2,016,654) - 165,241 Income taxes - - - - - Net income (loss) $ 160,012 $ 166,535 $ 1,855,348 $ (2,016,654) $ - $ 165,241 Summary Statement of Operations for the nine months ended September 30, 2014: Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 5,448,428 $ - $ - $ - $ 5,448,428 Rental revenue 1,110,171 - - - (325,637) 784,534 Total Revenue 1,110,171 5,448,428 - (325,637) 6,232,962 Operating expenses: Salaries & benefits 9,000 2,810,844 - 261,996 - 3,081,840 Other operating expenses 326,008 1,263,675 - - (325,637) 1,264,046 General and administrative 65,789 849,110 - 708,856 - 1,623,755 Depreciation and amortization 207,447 189,803 - 14,325 - 411,575 Total operating expenses 608,244 5,113,432 - 985,177 (325,637) 6,381,216 Net income (loss) from operations: 501,927 334,996 - (985,177) - (148,254) Interest expense (339,780) (171,450) - (139,998) - (651,228) Amortization of financing costs (43,011) (19,047) - - - (62,058) Other income (expense) 2,250 - - - 2,250 Net Income (loss): 121,386 144,499 - (1,125,175) - (859,290) Income taxes - - - - - Net income (loss) $ 121,386 $ 144,499 $ - $ (1,125,175) $ - $ (859,290) Marina FCID Brevard Intercompany Towers Medical Orthopaedic Corporate Eliminations Total Assets: At September 30, 2015: $ 6,451,906 $ 4,589,623 $ 4,696,076 $ 3,862,542 $ - $ 19,623,364 At December 31, 2014: $ 6,726,759 $ 4,407,749 $ - $ 336,184 $ - $ 11,470,692 Assets acquired Three month ended September 30, 2015: $ 22,296 $ 2,038 $ 28,210 $ - $ - $ 52,544 Three months ended September 30, 2014: $ - $ 57,663 $ - $ - $ - $ 57,663 Nine months ended September 30, 2015: $ 58,705 $ 5,694 $ 28,210 $ - $ - $ 92,609 Nine months ended September 30, 2014: $ 16,758 $ 128,887 $ - $ - $ - $ 145,645 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following is a schedule of future minimum lease payments for all non-cancelable operating leases for each of the next five years ending December 31 and thereafter: Three months ended December 31 2015: $ 866,134 Year ended December 31, 2016 3,494,547 Year ended December 31, 2017 3,444,197 Year ended December 31, 2018 3,444,209 Year ended December 31, 2019 3,444,221 $ 14,693,308 |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES; BASIS OF PRESENTATION (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May. 31, 2015USD ($)ft²$ / shares | Sep. 30, 2015USD ($)ft² | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)ft²shares | Sep. 30, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | May. 01, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
Amortization Financing Costs | $ 20,592 | $ 20,686 | $ 60,507 | $ 62,057 | ||||
Investment Maturity Term | 90 days or less | |||||||
Accumulated Amortization, Deferred Finance Costs | 251,625 | $ 251,625 | $ 231,369 | |||||
Allowance for Doubtful Accounts Receivable | 1,648,785 | 1,648,785 | 1,482,212 | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | shares | 8,391,502 | 3,751,502 | ||||||
Cash and Cash Equivalents, at Carrying Value, Total | 751,559 | $ 137,018 | 751,559 | $ 137,018 | $ 739,158 | 279,087 | ||
Prepaid expenses | 286,036 | 286,036 | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 70,000 | $ 70,000 | 55,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||
Adjustments to Additional Paid in Capital, Fair Value | $ 3,226,427 | |||||||
Amortization of Deferred Charges, Total | 134,435 | |||||||
B.A.C.K. Center [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Cash and Cash Equivalents, at Carrying Value, Total | 723,429 | $ 723,429 | $ 679,673 | |||||
Minimum [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Maximum [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 39 years | |||||||
Marina Towers [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Amortization Financing Costs | $ 14,336 | 14,337 | $ 43,010 | $ 43,011 | ||||
Area of Land, Percentage of Occupancy | 95.00% | |||||||
Area of Land | ft² | 78,000 | 78,000 | ||||||
Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | shares | 636,666 | |||||||
Stock Issued During Period, Value, Purchase of Assets | $ 286,500 | |||||||
Adjustments to Additional Paid in Capital, Fair Value | ||||||||
Patient Lists [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Amortization of Intangible Assets | $ 5,000 | 5,000 | $ 15,000 | 15,000 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 55,000 | |||||||
Patents [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Amortization of Intangible Assets | 4,775 | $ 14,325 | 14,325 | $ 14,325 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 33,425 | 33,425 | $ 19,100 | |||||
Brevard Orthopaedic Spine Pain Clinic, Inc. [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Amortization Financing Costs | 75,886 | 134,435 | ||||||
Accumulated Amortization, Deferred Finance Costs | $ 134,435 | $ 134,435 | ||||||
Stock Issued During Period, Shares, New Issues | shares | 3,189,394 | |||||||
Share Price | $ / shares | $ 1.35 | |||||||
Adjustments to Additional Paid in Capital, Fair Value | $ 3,226,427 | |||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 134.09% | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.12% | |||||||
Fair Value Assumptions, Expected Term | 8 years 8 months 1 day | |||||||
Options Expiration Date | Dec. 31, 2023 | |||||||
Doctor's Surgical Partnership, LTD [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 0.666% | 0.666% | ||||||
TBC Holdings of Melbourne, Inc [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Area of Land | ft² | 34,480 | |||||||
Third Party Tenants [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Land Subject to Ground Leases | ft² | 48,698 | 48,698 |
LIQUIDITY (Details Textual)
LIQUIDITY (Details Textual) | Nov. 08, 2013shares | Jun. 13, 2013USD ($)shares | Sep. 30, 2015USD ($)ft² | Jun. 09, 2015USD ($) | Dec. 31, 2014USD ($) |
Liquidity Disclosures [Line Items] | |||||
Long-term Line of Credit | $ 2,000,000 | ||||
Marina Towers [Member] | |||||
Liquidity Disclosures [Line Items] | |||||
Area of Land, Percentage of Occupancy | 95.00% | ||||
Area of Land | ft² | 78,000 | ||||
Accounts Receivable [Member] | Minimum [Member] | |||||
Liquidity Disclosures [Line Items] | |||||
Long-term Line of Credit | $ 1,500,000 | ||||
Accounts Receivable [Member] | Maximum [Member] | |||||
Liquidity Disclosures [Line Items] | |||||
Long-term Line of Credit | $ 2,000,000 | ||||
Third Party Tenants [Member] | |||||
Liquidity Disclosures [Line Items] | |||||
Land Subject to Ground Leases | ft² | 48,698 | ||||
CT Capital LTD [Member] | |||||
Liquidity Disclosures [Line Items] | |||||
Long-term Line of Credit | $ 1,500,000 | $ 1,675,000 | $ 1,237,000 | ||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | shares | 100,000 | 100,000 |
CASH - RESTRICTED (Details Text
CASH - RESTRICTED (Details Textual) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash and Cash Equivalents | $ 395,637 | $ 318,259 |
PROPERTY, PLANT, AND EQUIPMEN30
PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,179,388 | $ 10,766,409 |
Less: accumulated depreciation | (4,152,225) | (2,472,111) |
Property, plant and equipment, net | 8,027,163 | 8,294,298 |
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 | 4,029,307 | 3,970,603 |
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 | 330,776 | 327,847 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,576,858 | 2,253,219 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 157,430 | $ 129,723 |
PROPERTY, PLANT, AND EQUIPMEN31
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 129,053 | $ 120,759 | $ 394,429 | $ 382,250 |
LINE OF CREDIT (Details Textual
LINE OF CREDIT (Details Textual) - USD ($) | Nov. 08, 2013 | Jun. 13, 2013 | Apr. 09, 2013 | Jun. 27, 2012 | Sep. 30, 2015 | Jun. 09, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility, Expiration Date | Dec. 31, 2016 | ||||||
Line Of Credit Facility, Amount Outstanding | $ 2,000,000 | ||||||
Accounts Receivable [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility, Amount Outstanding | $ 1,500,000 | ||||||
Accounts Receivable [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility, Amount Outstanding | $ 2,000,000 | ||||||
Line of Credit, Florida Business Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Covenant Terms | The advance rate is defined as: 60% of Medicare and Medicaid receivables less than 90 days old multiplied by a factor of 0.25, plus all other receivables less than 90 days old multiplied by a factor of 0.50. As of June 30, 2015, The B.A.C.K. Center had not violated the loan covenants. | ||||||
Line Of Credit Guaranteed Amount | $ 950,000 | ||||||
Line of Credit Facility, Average Outstanding Amount | $ 113,164 | ||||||
Line of Credit, Florida Business Bank [Member] | Accounts Receivable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Interest Rate Description | interest rate of Prime floating plus 1.0%, as published in The Wall Street Journal, with a floor of 4.50% per annum (the Loan). | ||||||
TBC Equipment Leasing, LLC member [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Interest Rate Description | interest rate of one month Libor floating plus 2.75%, as published in The Wall Street Journal, with a floor of 2.96% per annum (2.96% at December 31, 2014 and 2013, respectively). | ||||||
Line of Credit Facility, Increase (Decrease), Net, Total | $ 1,383,000 | ||||||
Line of Credit Facility, Increase (Decrease), Other, Net | $ 995,000 | ||||||
Debt Instrument, Term | 45 days | ||||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 1,000,000 | ||||||
CT Capital LTD [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Short-term Debt, Maximum Amount Outstanding During Period | $ 1,500,000 | ||||||
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 conversion price of $0.75 per share. | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | 100,000 | |||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||||
Line Of Credit Facility, Amount Outstanding | $ 1,500,000 | $ 1,675,000 | $ 1,237,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) - USD ($) | Apr. 09, 2015 | Nov. 08, 2013 | Aug. 31, 2015 | Jul. 31, 2015 | Jan. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 15, 2015 |
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment, Principal | $ 580,000 | ||||||||
Debt Conversion, Original Debt, Amount | $ 2,236,907 | $ 336,557 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 2,236,907 | ||||||||
Stock issued for conversion | 1,425,707 | 1,425,707 | |||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,236,907 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,237 | ||||||||
Hillair Extension Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 580,000 | ||||||||
Interest Expense, Debt | $ 128,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 580,000 | ||||||||
Repayments of Convertible Debt | $ 30,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 100,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 99,000 | ||||||||
Debt Issuance Cost | $ 20,000 | ||||||||
Debt Instrument, Maturity Date | Aug. 1, 2015 | ||||||||
Hillair Extension Agreement [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | ||||||||
Debenture [Member] | Hillair Extension Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||||||||
Debt Conversion, Original Debt, Amount | $ 680,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 780,000 | ||||||||
Hillair Capital Investments L P [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||
Debt Instrument, Face Amount | $ 580,000 | $ 2,320,000 | $ 20,000 | ||||||
Proceeds From Convertible Debt | $ 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, 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 | ||||||||
Debt 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 | $ 100,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 580,000 | ||||||||
Amortization of Debt Discount (Premium) | $ 1,871,117 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 580,000 | ||||||||
Debt Instrument, Maturity Date | May 1, 2015 | ||||||||
Hillair Capital Investments L P [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||||||||
Hillair Capital Investments L P [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | ||||||||
Hillair Capital Investments L P [Member] | Debenture [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants Issued, Number of Warrants | 2,320,000 | ||||||||
Warrants Issued, Exercise Price | $ 1.35 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 8,747,011 | $ 8,917,351 |
Less: current portion | (7,852,176) | (732,791) |
Notes payable, long term portion | 894,835 | 8,184,560 |
Mortgage Payable [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 7,179,946 | 7,256,416 |
Note Payable, GE Capital (construction), MRI [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 0 | 121,204 |
Note Payable, GE Capital (construction), 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 0 | 44,911 |
Note Payable, GE Capital (MRI) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 940,526 | 1,218,625 |
Note Payable, GE Capital (X-ray) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 108,851 | 142,349 |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 73,749 | 91,925 |
Note Payable Auto [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 11,768 | 16,383 |
Note payable, Florida Business Bank [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 362,636 | 0 |
Note payable, SRS Software, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 50,749 | 0 |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 18,786 | $ 25,538 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Sep. 30, 2015USD ($) |
Aggregate maturities of long-term debt: | |
Three months ended December 31, 2015 | $ 220,832 |
Year ended December 31, 2016 | 7,779,410 |
Year ended December 31, 2017 | 654,891 |
Year ended December 31, 2018 and thereafter | 91,878 |
Total | $ 8,747,011 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Jun. 11, 2013 | Apr. 09, 2013 | Aug. 12, 2011 | Jul. 31, 2015 | Jan. 30, 2015 | Feb. 25, 2013 | Sep. 27, 2012 | Aug. 22, 2012 | Jun. 27, 2012 | May. 21, 2012 | Oct. 25, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2015 | Mar. 08, 2013 | Sep. 24, 2012 | May. 29, 2012 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 580,000 | ||||||||||||||||
Equipment Capital Lease [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 956 | ||||||||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2017 | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.002% | ||||||||||||||||
Capital Lease Equipment, Lease Term | 48 months | ||||||||||||||||
Lease To Acquire Equipment | $ 1,036 | ||||||||||||||||
Lease agreement term | 60 months | ||||||||||||||||
X Ray Equipment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capital Lease Obligations | $ 212,389 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.9375% | ||||||||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | $ 1,384 | |||||||||||||||
Capital Lease Obligations Due For Remaining Months | $ 4,300 | 4,575 | |||||||||||||||
Debt Instrument, Term | 60 months | ||||||||||||||||
C-Arm Equipment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capital Lease Obligations | $ 124,797 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.39% | ||||||||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | ||||||||||||||||
Capital Lease Obligations Due For Remaining Months | $ 2,388 | ||||||||||||||||
Debt Instrument, Term | 63 months | ||||||||||||||||
Mri Equipment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capital Lease Obligations | $ 1,771,390 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.9375% | ||||||||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | 11,779 | |||||||||||||||
Capital Lease Obligations Due For Remaining Months | $ 38,152 | $ 38,152 | |||||||||||||||
Debt Instrument, Term | 60 months | ||||||||||||||||
Mortgage Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.10% | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 45,753 | ||||||||||||||||
Debt Instrument, Maturity Date | Sep. 16, 2016 | ||||||||||||||||
Interest and Debt Expense | $ 286,723 | ||||||||||||||||
Debt Instrument, Term | 30 years | ||||||||||||||||
Debt Instrument, Face Amount | $ 7,550,000 | ||||||||||||||||
Note Payable Auto [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes Payable | $ 11,768 | ||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.99% | ||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2017 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 593 | ||||||||||||||||
Debt Instrument, Face Amount | 29,850 | ||||||||||||||||
Florida Business Bank [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 14,753 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 11,434 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.89% | 5.50% | |||||||||||||||
Proceeds from Notes Payable | $ 900,931 | ||||||||||||||||
Bank Owned Life Insurance | $ 634,000 | ||||||||||||||||
Note payable, SRS Software, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 10,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||
Proceeds from Notes Payable | $ 70,000 | ||||||||||||||||
GE Healthcare Financial Services [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate During Period | 7.38% | ||||||||||||||||
Debt Instrument, Term | 35 months | ||||||||||||||||
Debt Instrument, Face Amount | $ 2,400,000 | ||||||||||||||||
Note Payable Ge Capital [Member] | Equipment Finance Lease [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Capital Lease Obligations | $ 2,288,679 | ||||||||||||||||
Note Payable, GE Capital (construction), 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Construction Loan | $ 150,000 | ||||||||||||||||
Note Payable, GE Capital (construction), MRI [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Construction Loan | $ 450,000 |
CAPITAL STOCK (Details Textual)
CAPITAL STOCK (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Class of Stock [Line Items] | |||||
Share-based estimated liability | $ 537,750 | ||||
Shares issued on conversion | 1,425,707 | 1,425,707 | |||
Shares issued for services, value | $ 1,683,776 | ||||
Convertible Notes Payable [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued on conversion | 2,236,907 | ||||
Accrued interest | $ 116,907 | ||||
Convertible notes payable | $ 2,120,000 | ||||
Convertible Advance [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued on conversion | 485,486 | ||||
Accrued interest | $ 39,907 | ||||
Advances | 615,500 | ||||
Officers, Employees And Service Providers [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued for services, value | 1,683,776 | ||||
Employee related expenses | $ 286,036 | $ 221,000 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock in connection with a loan extension | 200,000 | ||||
Shares issued for services | 1,559,178 | ||||
Shares issued for services, value | $ 1,559 | ||||
Common Stock | Employee Stock Option [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based estimated liability | $ 537,750 | ||||
Share-based estimated liability, exercise price | $ 1.32 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 3,000,000 | 0 | |
Weighted Average Price Per Share, Outstanding | $ 1.35 | ||
Number of Shares, Exercisable | 0 | ||
Weighted Average Price Per Share, Exercisable | $ 0 | ||
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 4,195,000 | 4,195,000 | 4,195,000 |
Weighted Average Price Per Share, Outstanding | $ 2.36 | ||
Number of Shares, Exercisable | 4,195,000 | ||
Weighted Average Price Per Share, Exercisable | $ 2.36 | ||
Exercise Price Range One [Member] | Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 2,320,000 | ||
Number of Shares, Outstanding, Expiration Date | Nov. 8, 2018 | ||
Weighted Average Price Per Share, Outstanding | $ 1.35 | ||
Number of Shares, Exercisable | 2,320,000 | ||
Weighted Average Price Per Share, Exercisable | $ 1.35 | ||
Exercise Price Range Two [Member] | Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 1,875,000 | ||
Number of Shares, Outstanding, Expiration Date | Dec. 31, 2016 | ||
Weighted Average Price Per Share, Outstanding | $ 3.60 | ||
Number of Shares, Exercisable | 1,875,000 | ||
Weighted Average Price Per Share, Exercisable | $ 3.60 |
STOCK OPTIONS AND WARRANTS (D39
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 0 | |
Number of Shares, Granted | 3,000,000 | |
Number of Shares, Outstanding, Ending balance | 3,000,000 | 0 |
Weighted Average Price Per Share, Outstanding | $ 0 | |
Weighted Average Price Per Share, Granted | 1.35 | |
Weighted Average Price Per Share, Expired | 0 | |
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 0 |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 4,195,000 | 4,195,000 |
Number of Shares, Granted | 0 | 0 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares, Outstanding, Ending balance | 4,195,000 | 4,195,000 |
Weighted Average Price Per Share, Outstanding | $ 2.36 | $ 2.36 |
Weighted Average Price Per Share, Granted | 0 | 0 |
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 |
STOCK OPTIONS AND WARRANTS (D40
STOCK OPTIONS AND WARRANTS (Details 2) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Outstanding, Beginning balance | 0 |
Number of Shares, Granted | 3,000,000 |
Number of Shares, Canceled/expired | 0 |
Number of Shares, Outstanding, Ending balance | 3,000,000 |
Number of Shares, Exercisable | 0 |
Weighted Average Price Per Share, Outstanding | $ / shares | $ 0 |
Weighted Average Exercise Granted | $ / shares | 1.35 |
Weighted Average Exercise Canceled/expired | $ / shares | 0 |
Weighted Average Price Per Share, Outstanding | $ / shares | 1.35 |
Weighted Average Price Per Share, Execisable | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term Granted | 8 years 8 months 1 day |
Weighted Average Remaining Contractual Term Outstanding | 8 years 3 months |
Weighted Average Remaining Contractual Term Exercisable | 0 years |
Aggregate Intrinsic Value Outstanding-Beginning | $ | $ 0 |
Aggregate Intrinsic Value Outstanding-Granted | $ | 0 |
Aggregate Intrinsic Value Canceled/expired | $ | 0 |
Aggregate Intrinsic Value Outstanding-Ending | $ | 0 |
Aggregate Intrinsic Value Exercisable | $ | $ 0 |
STOCK OPTIONS AND WARRANTS (D41
STOCK OPTIONS AND WARRANTS (Details 3) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 0 |
Options Outstanding Number of Options | 3,000,000 | 0 |
Options Outstanding Weighted Average Remaining Life in Years | 8 years 3 months | |
Options Exercisable | 0 |
STOCK OPTIONS AND WARRANTS (D42
STOCK OPTIONS AND WARRANTS (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Fair value of options | $ | $ 3,226,427 |
Dividend yield | 0.00% |
Volatility | 134.09% |
Risk free rate | 2.12% |
Estimated life | 8 years 8 months 1 day |
B.A.C.K. Center [Member] | |
Shares price of common stock | $ / shares | $ 1.35 |
Options issued to purchase the Company's common stock | 3,000,000 |
Warrants Not Settleable in Cash [Member] | |
Warrant to purchase common stock | 2,320,000 |
Warrants Settleable in Cash [Member] | |
Warrant to purchase common stock | 1,875,000 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Sep. 30, 2015 | May. 01, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | |||||
Cash | $ 751,559 | $ 279,087 | $ 137,018 | $ 739,158 | |
Accounts receivable | 5,611,386 | 1,804,636 | |||
Total current assets | 7,855,011 | 2,623,648 | |||
Property and equipment, net | 8,027,163 | 8,294,298 | |||
Total assets | 19,623,364 | 11,470,692 | |||
Current liabilities: | |||||
Accounts payable and accrued liabilities | 2,476,718 | 1,457,275 | |||
Total current liabilities | 12,278,572 | 6,376,414 | |||
Long term debt | 8,747,011 | ||||
Total liabilities | 14,730,475 | 14,633,875 | |||
Deficit | 4,892,889 | (3,163,183) | |||
Total liabilities and deficit | 19,623,364 | $ 11,470,692 | |||
B.A.C.K. Center [Member] | |||||
Current assets: | |||||
Cash | 723,429 | $ 679,673 | |||
Accounts receivable | 3,343,452 | 2,179,690 | |||
Other current assets | 544,824 | 786,210 | |||
Total current assets | 4,611,705 | 3,645,573 | |||
Property and equipment, net | 62,171 | 34,685 | |||
Other assets | 22,200 | 26,978 | |||
Total assets | 4,696,076 | 3,707,236 | |||
Current liabilities: | |||||
Accounts payable and accrued liabilities | 1,015,031 | $ 962,819 | |||
Due to First Choice Healthcare Solutions, Inc. | 1,735,485 | ||||
Other current liabilities | 367,328 | $ 882,326 | |||
Total current liabilities | 3,117,844 | 1,845,145 | |||
Long term debt | 1,716,918 | 2,000,777 | |||
Total liabilities | 4,834,762 | 3,845,922 | |||
Deficit | (138,686) | (138,686) | |||
Total liabilities and deficit | $ 4,696,076 | $ 3,707,236 |
VARIABLE INTEREST ENTITY (Det44
VARIABLE INTEREST ENTITY (Details Textual) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Total revenues | $ 6,292,122 | $ 1,891,045 | $ 13,121,604 | $ 6,232,962 | |
Salaries and benefits | 2,240,109 | 925,513 | 5,311,710 | 3,081,840 | |
General and administrative expenses | 2,234,647 | 548,635 | 4,437,801 | 1,623,755 | |
Depreciation | 129,053 | 120,759 | 394,429 | 382,250 | |
Interest and financing costs | $ (202,907) | $ (214,798) | $ (925,045) | $ (651,228) | |
B.A.C.K. Center [Member] | |||||
Shares price of common stock | $ 1.35 | $ 1.35 | $ 1.35 | ||
Expiry date of shares | Dec. 31, 2023 | ||||
Options issued to purchase the Company's common stock | 3,000,000 | ||||
Total revenues | $ 6,441,145 | ||||
Salaries and benefits | $ 2,304,933 | ||||
General and administrative expenses | 2,255,403 | ||||
Depreciation | 723 | ||||
Interest and financing costs | $ 24,738 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenue: | |||||
Net patient service revenue | $ 5,775,986 | $ 1,627,157 | $ 11,820,089 | $ 5,448,428 | |
Rental revenue | 516,136 | 263,888 | 1,301,515 | 784,534 | |
Total revenue | 6,292,122 | 1,891,045 | 13,121,604 | 6,232,962 | |
Operating expenses: | |||||
Salaries & benefits | 2,240,109 | 925,513 | 5,311,710 | 3,081,840 | |
Other operating expenses | 670,923 | 407,699 | 1,685,830 | 1,264,046 | |
General and administrative | 2,234,647 | 548,635 | 4,437,801 | 1,623,755 | |
Depreciation and amortization | 273,263 | 150,084 | 558,189 | 411,575 | |
Total operating expenses | 5,418,942 | 2,031,931 | 11,993,530 | 6,381,216 | |
Net income (loss) from operations: | 873,180 | (140,886) | 1,128,074 | (148,254) | |
Interest expense | (202,907) | (214,798) | (925,045) | (651,228) | |
Amortization of financing costs | (20,592) | (20,686) | (60,507) | (62,057) | |
Other income (expense) | (18,400) | 750 | 22,719 | 2,250 | |
Net Income (loss): | 631,281 | (375,620) | 165,241 | (859,290) | |
Income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | 631,281 | (375,620) | 165,241 | (859,290) | |
Assets, Total | 19,623,364 | 19,623,364 | $ 11,470,692 | ||
Assets acquired | 52,544 | 57,663 | 92,609 | 145,645 | |
Marina Towers [Member] | |||||
Revenue: | |||||
Net patient service revenue | 0 | 0 | 0 | 0 | |
Rental revenue | 379,924 | 373,200 | 1,130,757 | 1,110,171 | |
Total revenue | 379,924 | 373,200 | 1,130,757 | 1,110,171 | |
Operating expenses: | |||||
Salaries & benefits | 3,000 | 3,000 | 9,000 | 9,000 | |
Other operating expenses | 115,235 | 112,407 | 328,509 | 326,008 | |
General and administrative | 25,542 | 22,067 | 72,332 | 65,789 | |
Depreciation and amortization | 69,766 | 69,219 | 208,659 | 207,447 | |
Total operating expenses | 213,543 | 206,693 | 618,500 | 608,244 | |
Net income (loss) from operations: | 166,381 | 166,507 | 512,257 | 501,927 | |
Interest expense | (112,158) | (113,689) | (331,954) | (339,780) | |
Amortization of financing costs | (14,336) | (14,337) | (43,010) | (43,011) | |
Other income (expense) | 750 | 750 | 22,719 | 2,250 | |
Net Income (loss): | 40,637 | 39,231 | 160,012 | 121,386 | |
Income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | 40,637 | 39,231 | 160,012 | 121,386 | |
Assets, Total | 6,451,906 | 6,451,906 | 6,726,759 | ||
Assets acquired | 22,296 | 0 | 58,705 | 16,758 | |
FCID Medical [Member] | |||||
Revenue: | |||||
Net patient service revenue | 1,769,948 | 1,627,157 | 5,883,231 | 5,448,428 | |
Rental revenue | 0 | 0 | 0 | 0 | |
Total revenue | 1,769,948 | 1,627,157 | 5,883,231 | 5,448,428 | |
Operating expenses: | |||||
Salaries & benefits | 1,098,893 | 834,406 | 2,716,944 | 2,810,844 | |
Other operating expenses | 667,631 | 404,604 | 1,690,850 | 1,263,675 | |
General and administrative | 312,759 | 283,949 | 923,155 | 849,110 | |
Depreciation and amortization | 66,787 | 66,540 | 200,047 | 189,803 | |
Total operating expenses | 2,146,070 | 1,589,499 | 5,530,996 | 5,113,432 | |
Net income (loss) from operations: | (376,122) | 37,658 | 352,235 | 334,996 | |
Interest expense | (54,536) | (56,162) | (175,118) | (171,450) | |
Amortization of financing costs | 0 | (6,349) | (10,582) | (19,047) | |
Other income (expense) | 0 | 0 | 0 | 0 | |
Net Income (loss): | (430,658) | (24,853) | 166,535 | 144,499 | |
Income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | (430,658) | (24,853) | 166,535 | 144,499 | |
Assets, Total | 4,589,623 | 4,589,623 | 4,407,749 | ||
Assets acquired | 2,038 | 57,663 | 5,694 | 128,887 | |
Brevard Orthopaedic [Member] | |||||
Revenue: | |||||
Net patient service revenue | 4,006,038 | 0 | 5,936,858 | 0 | |
Rental revenue | 248,155 | 0 | 504,287 | 0 | |
Total revenue | 4,254,193 | 6,441,145 | |||
Operating expenses: | |||||
Salaries & benefits | 1,054,315 | 0 | 2,304,933 | 0 | |
Other operating expenses | 0 | 0 | 0 | 0 | |
General and administrative | 1,337,947 | 0 | 2,255,403 | 0 | |
Depreciation and amortization | (2,500) | 0 | 723 | 0 | |
Total operating expenses | 2,389,762 | 0 | 4,561,059 | 0 | |
Net income (loss) from operations: | 1,864,431 | 0 | 1,880,086 | 0 | |
Interest expense | (10,559) | 0 | (17,823) | 0 | |
Amortization of financing costs | (6,256) | 0 | (6,915) | 0 | |
Other income (expense) | (19,150) | 0 | |||
Net Income (loss): | 1,828,466 | 0 | 1,855,348 | 0 | |
Income taxes | 0 | 0 | 0 | ||
Net income (loss) | 1,828,466 | 0 | 1,855,348 | 0 | |
Assets, Total | 4,696,076 | 4,696,076 | 0 | ||
Assets acquired | 28,210 | 0 | 28,210 | 0 | |
Corporate [Member] | |||||
Revenue: | |||||
Net patient service revenue | 0 | 0 | 0 | 0 | |
Rental revenue | 0 | 0 | 0 | 0 | |
Total revenue | 0 | 0 | 0 | 0 | |
Operating expenses: | |||||
Salaries & benefits | 83,901 | 88,107 | 280,833 | 261,996 | |
Other operating expenses | 0 | 0 | 0 | 0 | |
General and administrative | 558,399 | 242,619 | 1,186,911 | 708,856 | |
Depreciation and amortization | 139,210 | 14,325 | 148,760 | 14,325 | |
Total operating expenses | 781,510 | 345,051 | 1,616,504 | 985,177 | |
Net income (loss) from operations: | (781,510) | (345,051) | (1,616,504) | (985,177) | |
Interest expense | (25,654) | (44,947) | (400,150) | (139,998) | |
Amortization of financing costs | 0 | 0 | 0 | 0 | |
Other income (expense) | 0 | 0 | 0 | 0 | |
Net Income (loss): | (807,164) | (389,998) | (2,016,654) | (1,125,175) | |
Income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | (807,164) | (389,998) | (2,016,654) | (1,125,175) | |
Assets, Total | 3,862,542 | 3,862,542 | 336,184 | ||
Assets acquired | 0 | 0 | 0 | 0 | |
Intersegment Elimination [Member] | |||||
Revenue: | |||||
Net patient service revenue | 0 | 0 | 0 | 0 | |
Rental revenue | (111,943) | (109,312) | (333,529) | (325,637) | |
Total revenue | (111,943) | (109,312) | (333,529) | (325,637) | |
Operating expenses: | |||||
Salaries & benefits | 0 | 0 | 0 | 0 | |
Other operating expenses | (111,943) | (109,312) | (333,529) | (325,637) | |
General and administrative | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Total operating expenses | (111,943) | (109,312) | (333,529) | (325,637) | |
Net income (loss) from operations: | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Amortization of financing costs | 0 | 0 | 0 | 0 | |
Other income (expense) | 0 | 0 | 0 | 0 | |
Net Income (loss): | 0 | 0 | 0 | 0 | |
Income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | 0 | 0 | 0 | 0 | |
Assets, Total | 0 | 0 | $ 0 | ||
Assets acquired | $ 0 | $ 0 | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES46
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | |
Three months ended December 31 2015: | $ 866,134 |
Year ended December 31, 2016 | 3,494,547 |
Year ended December 31, 2017 | 3,444,197 |
Year ended December 31, 2018 | 3,444,209 |
Year ended December 31, 2019 | 3,444,221 |
Operating Leases, Future Minimum Payments Due, Total | $ 14,693,308 |
COMMITMENTS AND CONTINGENCIES47
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jul. 25, 2014 | Sep. 30, 2015 | Nov. 02, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Line Items] | ||||
Lease expense | $ 1,278,157 | |||
Common stock shares issued | 22,432,626 | 17,951,055 | ||
Minimum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Lease Rent Expense Per Month | $ 4,200 | |||
Maximum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Lease Rent Expense Per Month | 200,000 | |||
MedTRX [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Due to Related Parties | $ 93,281 | |||
Loss Contingency, Damages Sought, Value | $ 3,000,000 | |||
Loss Contingency Accrual, Beginning Balance | $ 118,000 | |||
Subsequent Event [Member] | MedTRX Collection Services [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Cash paid | $ 650,000 | |||
Cash consideration facility | 500,000 | |||
Promissory note | 100,000 | |||
Subsequent Event [Member] | MedTRX Collection Services [Member] | Second non-interest bearing promissory notes [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Cash paid | 100,000 | |||
Subsequent Event [Member] | MedTRX Collection Services [Member] | First non-interest bearing promissory notes [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Cash paid | $ 550,000 | |||
Subsequent Event [Member] | MedTRX Collection Services [Member] | Restricted Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Common stock shares issued | 400,000 | |||
Common stock price per shares | $ 1.50 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Nov. 02, 2015 | Nov. 02, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Common stock shares issued | 22,432,626 | 17,951,055 | ||
Subsequent Event [Member] | Sale Securities [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares issued | 129,630 | 129,630 | ||
Agreed purchase price | $ 175,000 | $ 175,000 | ||
Warrant purchase period | 5 years | |||
Subsequent Event [Member] | Sale Securities [Member] | Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares issued | 129,603 | 129,603 | ||
Common stock excercise price per share | $ 1.35 | $ 1.35 | ||
Subsequent Event [Member] | MedTRX Collection Services [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash consideration facility | $ 500,000 | $ 500,000 | ||
Cash paid | 650,000 | 650,000 | ||
Promissory note | 100,000 | 100,000 | ||
Subsequent Event [Member] | MedTRX Collection Services [Member] | First non-interest bearing promissory notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash paid | 550,000 | 550,000 | ||
Subsequent Event [Member] | MedTRX Collection Services [Member] | Second non-interest bearing promissory notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash paid | $ 100,000 | $ 100,000 | ||
Subsequent Event [Member] | MedTRX Collection Services [Member] | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares issued | 400,000 | 400,000 | ||
Common stock price per shares | $ 1.50 | $ 1.50 | ||
Subsequent Event [Member] | CCSC Holdings, Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Minority interest | 40.00% | 40.00% | ||
Cash consideration facility | $ 560,000 | $ 560,000 | ||
Borrowed fund pursuant to promissory note | $ 420,000 | $ 420,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Convertible Debt, Current | $ 560,000 | $ 560,000 | ||
Debt Instrument, Maturity Date | Apr. 15, 2016 | |||
Subsequent Event [Member] | CCSC Holdings, Inc [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock as collateral for the repayment of note | 1,000,000 | 1,000,000 | ||
Subsequent Event [Member] | CCSC Holdings and TBC Group [Member] | ||||
Subsequent Event [Line Items] | ||||
Minority interest | 75.00% | 75.00% |