Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 12, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | ||
Entity Central Index Key | 1,416,876 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 18,270,910 | ||
Entity Common Stock, Shares Outstanding | 23,648,983 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash (amounts related to VIE of $1,556,303 and $-0-) | $ 1,594,998 | $ 279,087 |
Cash-restricted | 359,414 | 318,259 |
Accounts receivable, net (amounts related to VIE of $4,544,308 and $-0-) | 6,623,894 | 1,804,636 |
Employee loans (amounts related to VIE of $636,293 and $-0-) | 672,293 | 0 |
Prepaid and other current assets(amounts related to VIE of $183,465 and $-0-) | 316,773 | 153,296 |
Capitalized financing costs, current portion (amounts related to VIE of $1,317 and $-0-) | 39,533 | 68,370 |
Total current assets | 9,606,905 | 2,623,648 |
Property, plant and equipment, net of accumulated depreciation of $3,075,648 and $2,472,111 (amounts related to VIE of $773,808 and $-0-) | 8,613,502 | 8,294,298 |
Other assets | ||
Goodwill (amount relating to VIE of $899,465 and $-0-) | 899,465 | 0 |
Deferred costs, net of amortization of $215,096 | 3,011,331 | 0 |
Capitalized financing costs, long term portion | 0 | 37,775 |
Patient list, net of accumulated amortization of $75,000 and $55,000 | 225,000 | 245,000 |
Patents, net of accumulated amortization of $38,200 and $19,100 | 248,300 | 267,400 |
Investments (amounts related to VIE of $16,914 and $-0-) | 16,914 | 0 |
Deposits | 2,571 | 2,571 |
Total other assets | 4,403,581 | 552,746 |
Total assets | 22,623,988 | 11,470,692 |
Current liabilities | ||
Accounts payable and accrued expenses (amounts related to VIE of $2,319,056 and $-0-) | 3,937,244 | 1,457,275 |
Accounts payable, related party (amount related to VIE of $251,588 and $-0-) | 251,588 | |
Stock based payable | 1,198,900 | 537,750 |
Advances | 43,082 | 224,000 |
Settlement payable | 600,000 | 0 |
Line of credit, short term (amount related to VIE of $416,888 and $-0-) | 2,566,888 | 1,237,000 |
Convertible note payable, short term portion | 0 | 2,148,835 |
Note payable, related party, current portion (amount related to VIE of $428,645 and $-0-) | 428,645 | |
Notes payable, current portion | 7,652,941 | 732,791 |
Unearned revenue | 42,704 | 38,763 |
Deferred rent, short term portion (amount related to VIE of $118,810 and $-0-) | 118,810 | 0 |
Total current liabilities | 16,840,802 | 6,376,414 |
Long term debt: | ||
Deposits held | 67,432 | 72,901 |
Notes payable, long term portion | 535,822 | 8,184,560 |
Deferred rent, long term portion (amount related to VIE of $2,141,199 and $-0-) | 2,141,199 | 0 |
Total long term debt | 2,744,453 | 8,257,461 |
Total liabilities | $ 19,585,255 | $ 14,633,875 |
Commitments and contingencies | ||
Equity (deficit) | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized, Nil issued and outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized, 22,867,626 and 17,951,055 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 22,868 | 17,951 |
Common stock subscription | 175,000 | 0 |
Additional paid in capital | 21,196,792 | 12,671,942 |
Accumulated deficit | (19,274,917) | (15,853,076) |
Total stockholders' equity (deficit) attributable to First Choice Healthcare Solutions, Inc. | 2,119,743 | (3,163,183) |
Non-controlling interest (note 15) | 918,990 | 0 |
Total equity (deficit) | 3,038,733 | (3,163,183) |
Total liabilities and equity (deficit) | $ 22,623,988 | $ 11,470,692 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid and other current assets | $ 316,773 | $ 153,296 |
Accumulated depreciation of property plant and equipment (in dollars) | 3,075,648 | 2,472,111 |
Goodwill | 899,465 | 0 |
Amortization of Deferred Charges, Total | 215,096 | 0 |
Patient list, net of accumulated amortization | 75,000 | 55,000 |
Accounts payable and accrued expenses | 3,937,244 | 1,457,275 |
Accounts payable, related party | 251,588 | |
Line of credit, short term | 2,566,888 | 1,237,000 |
Note payable, related party | 428,645 | |
Deferred rent, short term portion | 118,810 | 0 |
Deferred rent, long term portion | $ 2,141,199 | $ 0 |
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 | 22,867,626 | 17,951,055 |
Common stock, shares outstanding | 22,867,626 | 17,951,055 |
Patents [Member] | ||
Patient list, net of accumulated amortization | $ 38,200 | $ 19,100 |
VIE [Member] | ||
Cash Related to VIE | 1,556,303 | 0 |
Accounts receivable | 4,544,308 | 0 |
Employee loans | 636,293 | 0 |
Prepaid and other current assets | 183,465 | 0 |
Accumulated Capitalized Interest Costs | 1,317 | 0 |
Accumulated depreciation of property plant and equipment (in dollars) | 773,808 | 0 |
Goodwill | 899,465 | 0 |
Investments | 16,914 | 0 |
Accounts payable and accrued expenses | 2,319,056 | 0 |
Accounts payable, related party | 251,588 | 0 |
Line of credit, short term | 416,888 | 0 |
Note payable, related party | 428,645 | 0 |
Deferred rent, short term portion | 118,810 | 0 |
Deferred rent, long term portion | $ 2,141,199 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | ||
Patient service revenue | $ 18,425,506 | $ 7,966,385 |
Provision for bad debts | (654,809) | (912,782) |
Net patient service revenue less provision for bad debts | 17,770,697 | 7,053,603 |
Rental revenue | 1,746,967 | 1,048,999 |
Total revenue | 19,517,664 | 8,102,602 |
Operating expenses: | ||
Salaries and benefits | 9,337,740 | 4,761,573 |
Other operating expenses | 2,099,568 | 1,897,780 |
General and administrative | 7,144,538 | 2,434,259 |
Litigation settlement | 2,017,208 | 0 |
Depreciation and amortization | 852,985 | 552,084 |
Total operating expenses | 21,452,039 | 9,645,696 |
Net loss from operations | (1,934,375) | (1,543,094) |
Other income (expense): | ||
Miscellaneous income (expense) | 27,023 | 3,000 |
Amortization financing costs | (75,833) | (82,744) |
Interest expense, net | (1,220,980) | (866,701) |
Total other expense | (1,269,790) | (946,445) |
Net loss before provision for income taxes | (3,204,165) | (2,489,539) |
Income taxes (benefit) | 0 | 0 |
Net loss | (3,204,165) | (2,489,539) |
Non-controlling interest (note 15) | (217,676) | 0 |
NET LOSS ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ (3,421,841) | $ (2,489,539) |
Net loss per common share, basic and diluted | $ (0.17) | $ (0.14) |
Weighted average number of common shares outstanding, basic and diluted | 20,117,582 | 17,249,921 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscriptions | Accumulated Deficit | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2013 | $ 0 | $ 16,747 | $ 11,560,249 | $ (13,363,537) | $ (1,786,541) | ||
Balance (in shares) at Dec. 31, 2013 | 0 | 16,747,248 | |||||
Common stock issued for services rendered and accrued expenses | $ 0 | $ 637 | 625,703 | $ 0 | 0 | 626,340 | |
Common stock issued for services rendered and accrued expenses (in shares) | 0 | 637,250 | |||||
Common stock issued in settlement of notes payable and accrued interest | $ 0 | $ 537 | 486,020 | 486,557 | |||
Common stock issued in settlement of notes payable and accrued interest (in shares) | 0 | 536,557 | |||||
Common stock issued in settlement of litigation | 0 | ||||||
Fair value of options issued to acquire management control of variable interest entity | 0 | ||||||
Common stock issued in connection with loan acquisition | $ 0 | $ 30 | (30) | ||||
Common stock issued in connection with loan acquisition (in shares) | 0 | 30,000 | |||||
Net Loss | (2,489,539) | (2,489,539) | |||||
Balance at Dec. 31, 2014 | $ 0 | $ 17,951 | 12,671,942 | (15,853,076) | (3,163,183) | ||
Balance (in shares) at Dec. 31, 2014 | 0 | 17,951,055 | |||||
Common stock issued for services rendered and accrued expenses | $ 0 | $ 1,559 | 1,682,217 | 1,683,776 | |||
Common stock issued for services rendered and accrued expenses (in shares) | 0 | 1,559,178 | |||||
Common stock issued in settlement of notes payable and accrued interest | $ 0 | $ 2,237 | 2,234,670 | 2,236,907 | |||
Common stock issued in settlement of notes payable and accrued interest (in shares) | 0 | 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 | 0 | 485,486 | |||||
Common stock issued in connection with loan extension | $ 0 | $ 200 | 226,800 | 227,000 | |||
Common stock issued in connection with loan extension (in shares) | 0 | 200,000 | |||||
Common stock issued in settlement of litigation | $ 0 | $ 435 | 499,815 | 500,250 | |||
Common stock issued in settlement of litigation (in shares) | 435,000 | ||||||
Equity contribution by non-controlling interest of variable interest entity | $ 840,000 | 840,000 | |||||
Proceeds from common stock subscription | 175,000 | 175,000 | |||||
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 Loss | (3,421,841) | 217,676 | (3,421,841) | ||||
Balance at Dec. 31, 2015 | $ 0 | $ 22,868 | $ 21,196,792 | $ 175,000 | $ (19,274,917) | $ 918,990 | $ 3,038,733 |
Balance (in shares) at Dec. 31, 2015 | 0 | 22,867,626 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (3,204,165) | $ (2,489,539) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 852,985 | 552,084 |
Amortization of financing costs | 75,833 | 82,744 |
Bad debt expense | 654,809 | 912,782 |
Loss on sale of equipment | 1,908 | 0 |
Common stock issued in connection with loan extension | 227,000 | 0 |
Common stock issued in settlement of litigation | 500,250 | 0 |
Note payable issued in settlement of litigation | 50,749 | 0 |
Stock-based compensation | 2,344,927 | 997,750 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,587,420) | (1,445,263) |
Prepaid expenses and other | 149,101 | (12,574) |
Restricted funds | (41,155) | (62,013) |
Employee loans | (198,661) | 0 |
Accounts payable and accrued expenses | 922,295 | 1,136,264 |
Settlement payable | 600,000 | 0 |
Deposits | (5,469) | 0 |
Deferred rent | 137,002 | 0 |
Unearned income | 3,941 | (36,171) |
Net cash provided by (used in) operating activities | 483,930 | (363,937) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash from variable interest entity | 843,996 | 0 |
Proceeds from sale of equipment | 11,241 | |
Payment of acquisition deposit | (560,000) | 0 |
Purchase of equipment | (206,325) | (145,225) |
Net cash provided by (used in) investing activities | (88,912) | (145,225) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from advances | 474,488 | 224,000 |
Proceeds from notes payable, related party | 420,000 | 0 |
Proceeds from common stock subscription | 175,000 | 0 |
Proceeds from lines of credit | 447,562 | 587,000 |
Net payments on notes payable | (773,981) | (761,909) |
Net cash provided by financing activities | 743,069 | 49,091 |
Net increase (decrease) in cash and cash equivalents | 1,315,911 | (460,071) |
Cash and cash equivalents, beginning of period | 279,087 | 739,158 |
Cash and cash equivalents, end of period | 1,594,998 | 279,087 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 717,320 | 783,958 |
Cash paid during the period for taxes | 0 | 0 |
Supplemental disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of accrued expenses | 15,000 | 166,340 |
Common stock issued in settlement of related party advances | 655,407 | 0 |
Common stock issued in settlement of convertible note and related interest | 2,236,907 | 486,557 |
Fair value of options issued to acquire management control of variable interest entity | 3,226,427 | 0 |
Assets acquired from consolidation of variable interest entities | 5,294,412 | 0 |
Liabilities incurred from consolidation of variable interest entities | $ 5,294,680 | $ 0 |
ORGANIZATION, BUSINESS AND PRIN
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Dec. 31, 2015 | |
Organization Business And Principles Of Consolidation | |
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | NOTE 1— ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis and business 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. Brevard Orthopaedic Spine & Pain Clinic, Inc. 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. Crane Creek Surgery Center Effective October 1, 2015, the Company, through its recently formed wholly owned subsidiary, CCSC Holdings, Inc., acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”) in exchange for an investment of $560,000 comprised of $140,000 cash and a promissory note for $420,000 which bears 8% interest per annum, matures April 15, 2016 and is personally guaranteed by the Company’s Chief Executive Officer. In connection with the investment, the Company is entitled 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek. The acquisition of the 40% equity interest along with the 51% voting rights acquired gives the Company the power to direct the activities of Crane Creek that most significantly impact the Crane Creek’s economic performance, combined with the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has determined it is the primary beneficiary of Crane Creek and consolidation is required as a VIE. 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 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., First Choice – Brevard, Surgical Partners of Melbourne, Inc. and CCSC Holdings, Inc., along with two VIE, The B.A.C.K. Center and Crane Creek. All significant intercompany balances and transactions, including those involving the VIE, have been eliminated in consolidation. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these 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 Holding had one real estate holding, Marina Towers, a Class A 78,000 square foot, six-story building located on the Indian River in Melbourne, Florida. The address is 709 South Harbor City Boulevard, Melbourne, Florida 32901. In addition to housing our corporate headquarters and First Choice Medical Group, the building, which averages 95% annual occupancy, also leases commercial office space to tenants. Our corporate headquarters currently utilizes 2,521 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 26,838 square feet on the ground, first and second floors. Until March 2016, Marina Towers was owned by Marina Towers, LLC, a subsidiary owned by FCID Holdings (99%) and MTMC of Melbourne, Inc. (1%), both wholly owned subsidiaries of the Company. On March 31, 2016, we completed the sale of Marina Towers to Global Medical REIT Inc. for a purchase price of $15.45 million. In addition, our wholly owned subsidiary, Marina Towers, LLC, leased back the entire facility via a 10-year absolute triple-net master lease agreement that will expire in 2026 and be renewable for two five-year periods on the same terms and conditions as the primary lease term with the exception of rent, which will be adjusted to the prevailing market rent at renewal and will escalate in successive years during the extended lease period. Until Marina Towers’ sale on March 31, 2016, the Company recognized 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 Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of December 31, 2015, the Company had $1,594,998 cash, of which $1,556,303 held by VIE. Concentrations of credit risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, 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 December 31, 2015 and 2014, the Company’s provision for bad debts was $2,498,398 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 years ended December 31, 2015 and 2014 was $75,833 and $82,744 respectively. Accumulated amortization of deferred financing costs was $266,950 and $231,369 at December 31, 2015 and 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 year ended December 31, 2015 and 2014 was $19,100 and $19,100, respectively. Accumulated amortization of patent costs was $38,200 and $19,100 at December 31, 2015 and 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 expenses for the year ended December 31, 2015 and 2014 was $20,000 and $20,000, respectively. Accumulated amortization of patient list costs was $75,000 and $55,000 at December 31, 2015 and 2014, respectively. Long-lived assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. 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 20 to 39 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of is reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2015, the Company management performed an evaluation of its goodwill and other acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2015. The test indicated that the recorded remaining book value of its goodwill in connection with the consolidation of Crane Creek did not exceed its fair value for the year ended December 31, 2015. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. Net loss per share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the year ended December 31, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2015 2014 Convertible notes and line of credit 2,566,888 3,385,835 Warrants to purchase common stock 4,324,630 4,195,000 Options to purchase common stock 3,000,000 - Totals 9,891,518 7,580,835 Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. 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 year ended December 31, 2015 was $215,096. Accumulated amortization of the deferred costs was $215,096 at December 31, 2015. 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. Fair value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: · Level 1 - Quoted prices in active markets for identical assets or liabilities. · Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2015 and 2014, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. Recent accounting pronouncements In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-01 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. There are other 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 consolidated financial statements, except as disclosed. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity Disclosures [Abstract] | |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS 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 $2,892,314 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 and on December 14, 2015, increasing the maximum aggregate available from $2,000,000 to $2,500,000 and extending the maturity date to July 30, 2017 in exchange for 100,000 restricted shares of the Company’s common stock. All other terms and conditions of the loan agreement remain in full force and effect. As of December 31, 2015, the Company has used $2,150,000 of the amount available under the line of credit. (See Note 7 – Lines of Credit) FCID Holding had one real estate holding, Marina Towers, a Class A 78,000 square foot, six-story building located on the Indian River in Melbourne, Florida. The address is 709 South Harbor City Boulevard, Melbourne, Florida 32901. In addition to housing our corporate headquarters and First Choice Medical Group, the building, which averages 95% annual occupancy, also leases commercial office space to tenants. Our corporate headquarters currently utilizes 2,521 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 26,838 square feet on the ground, first and second floors. Until March 2016, Marina Towers was owned by Marina Towers, LLC, a subsidiary owned by FCID Holdings (99%) and MTMC of Melbourne, Inc. (1%), both wholly owned subsidiaries of the Company. On March 31, 2016, we completed the sale of Marina Towers to Global Medical REIT Inc. for a purchase price of $15.45 million. In addition, our wholly owned subsidiary, Marina Towers, LLC, leased back the entire facility via a 10-year absolute triple-net master lease agreement that will expire in 2026 and be renewable for two five-year periods on the same terms and conditions as the primary lease term with the exception of rent, which will be adjusted to the prevailing market rent at renewal and will escalate in successive years during the extended lease period. Until Marina Towers’ sale on March 31, 2016, the Company recognized 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. The Company believes that the current positive cash balance, along with continued execution of its business development plan and the sale and leaseback of Marina Towers, 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 | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
CASH - RESTRICTED | NOTE 4 — 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 December 31, 2015 the Company had $359,414 in restricted cash as compared to $318,259 at December 31, 2014. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 5 — PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2015 and 2014 are as follows: 2015 2014 Land $ 1,000,000 $ 1,000,000 Building 3,055,168 3,055,168 Building improvements 4,211,749 3,970,603 Automobiles - 29,849 Computer equipment 340,065 327,847 Medical equipment 2,822,027 2,253,219 Office equipment 260,141 129,723 11,689,150 10,766,409 Less: accumulated depreciation (3,075,648 ) (2,472,111 ) $ 8,613,502 $ 8,294,298 During the year ended December 31, 2015 and 2014, depreciation expense charged to operations was $598,789 and $512,984, respectively. |
ADVANCES
ADVANCES | 12 Months Ended |
Dec. 31, 2015 | |
AdvancesAbstract | |
ADVANCES | NOTE 6 — ADVANCES At December 31, 2015 and 2014, the Company received an aggregate of $43,082 and $224,000, respectively, as cash advances from non-related parties. The advances are due upon demand with an interest rate of 12% per annum. |
LINES OF CREDIT
LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2015 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT | NOTE 7 — LINES 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 up until December 31,2016, t 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. On December 14, 2015, First Choice-Brevard entered into a Modification Agreement (“Modification”) amending the Loan and Security Agreement dated June 13, 2013. The Modification Agreement increased the Company’s accounts receivable line of credit from $2,000,000 to $2,500,000 and extended the maturity date of the Loan Agreement to June 30, 2017 (“Maturity Date”). In addition, the Company agreed to maintain an outstanding balance of not less than $1,000,000 until the Maturity Date (“Minimum Borrowing”) and provide sixty (60) days prior written notice to prepay up to $1,000,000 of the outstanding indebtedness in excess of the Minimum Borrowing. All of the other terms and conditions of the Loan Agreement remain in full force and effect. In consideration of the $500,000 increase in the accounts receivable line of credit, the Company agreed to issue to the Lender 100,000 shares of its common stock, valued at $92,000. The $500,000 increase may be repaid by the Company at any time, and is not subject to the conversion provisions set forth in the Loan Agreement. 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 December 31, 2015 and 2014, the outstanding balance was $2,150,000 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 December 31, 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 December 31, 2015 and 2014, the outstanding balance on the Loan was $416,888 and $XXX, respectively. |
SETTLEMENT PAYABLE
SETTLEMENT PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Settlement Payable | |
SETTLEMENT PAYABLE | NOTE 8 — SETTLEMENT PAYABLE 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 the Company 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 shares of the Company’s Common Stock. In connection with the settlement, on November 6, 2015, the Company issued 400,000 shares of its Common Stock, valued at $1.15 per share, and two non-interest bearing promissory notes in aggregate of $650,000, due the earlier of a) April 2, 2016, b) the date real estate (as identified) is sold, financed or transferred or c) date the stock payment (as described above) is redeemed. As of December 31, 2015, the balance due on outstanding settlement promissory notes was $600,000. However, we paid the notes in full on April 1, 2016. The Company charged an aggregate of $2,017,208 as litigation settlement expenses for the year ended December 31, 2015 inclusive of legal fees incurred. Colin Halpern, a former member of our Board of Directors, is the Managing Member of MedTRX Provider Network, LLC, which is an affiliate of MedTRX. He received 35,000 shares of Common Stock as part of the settlement. |
NOTE PAYABLE, RELATED PARTY
NOTE PAYABLE, RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Note Payable Related Party | |
NOTE PAYABLE, RELATED PARTY | NOTE 9 — NOTE PAYABLE, RELATED PARTY On November 2, 2015, the Company acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”) in exchange for an investment of $560,000 comprised of $140,000 cash and a promissory note for $420,000 which bears 8% interest per annum, matures April 15, 2016 and is personally guaranteed by the Company’s Chief Executive Officer. The promissory note was issued to certain equity owners of The B.A.C.K. Center, an entity consolidated with the Company under VIE accounting. The outstanding principal and interest for the 12 months ended December 31, 2015 totaled $428,645. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 - CONVERTIBLE NOTES PAYABLE On November 8, 2013, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Hillair Capital Investments L.P. (“Hillair”) in exchange for the issuance of (i) a $2,320,000, 8% original issue discount convertible debenture, which was originally due on December 28, 2013 and subsequently extended on December 28, 2013 through November 1, 2015 (the “Debenture”), and (ii) a common stock purchase warrant (the “Warrant”) to purchase up to 2,320,000 shares of the Company’s common stock at an exercise price of $1.35 per share, which may be exercised on a cashless basis, until November 8, 2018. The Debenture and the Warrant may not be converted if such conversion would result in Hillair beneficially owning in excess of 4.99% of the Company’s common stock. Hillair may waive this 4.99% restriction with 61 days’ notice to the Company. The Company issued to Hillair the Debenture with the Warrant for the net purchase price of $2,000,000 (reflecting the $320,000 original issue discount of the Debenture). Until the Debenture is no longer outstanding, the Debenture is convertible, in whole or in part at the option of Hillair, into shares of common stock, subject to certain conversion limitations set forth above 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 $0.50 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 shares of common stock in full settlement of the outstanding convertible note payable and related accrued interest in the aggregate amount of $1,425,707. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 11— NOTES PAYABLE Notes payable as of December 31, 2015 and 2014 are comprised of the following: 2015 2014 Mortgage Payable $ 7,153,262 $ 7,256,416 Note Payable, GE Capital (construction), MRI — 121,204 Note Payable, GE Capital (construction), 2 — 44,911 Note Payable, GE Capital (MRI) 844,098 1,218,625 Note Payable, GE Capital (X-ray) 97,232 142,349 Note Payable, GE Arm 67,455 91,925 Note Payable, Auto - 16,383 Capital Lease Equipment 26,716 25,538 8,188,763 8,917,351 Less current portion (7,652,941 ) (732,791 ) $ 535,822 $ 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 note was fully paid as of December 31, 2015. 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. The note was fully paid as of December 31, 2015. 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. The note was fully paid as of December 31, 2015. 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 December 31, 2015 Amount Year ended December 31, 2016 7,652,941 Year ended December 31, 2017 519,226 Year ended December 31, 2018 16,596 Total $ 8,188,763 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 — RELATED PARTY TRANSACTIONS The Company’s President and shareholders have advanced funds to the Company for working capital purposes since the Company’s inception. No formal repayment terms or arrangements exist and the Company is not accruing interest on these advances. As of December 31, 2015 and 2014, all advances had been repaid. On November 2, 2015, the Company acquired a 40% interest in Crane Creek Surgery CenterCreek”) in exchange for an investment of $560,000 comprised of $140,000 cash and a promissory note for $420,000 which bears 8% interest per annum, matures April 15, 2016 and is personally guaranteed by the Company’s Chief Executive Officer. The promissory note was issued to certain equity owners of The B.A.C.K. Center, an entity consolidated with the Company under VIE accounting. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 13 — CAPITAL STOCK Preferred stock The Company is authorized to issue 1,000,000 shares $0.01 par value preferred stock. As of December 31, 2015 and 2014, none was issued and outstanding. Common stock The Company is authorized to issue 100,000,000 shares of $0.001 par value common stock. As of December 31, 2015 and 2014, and 22,867,626 and 17,951,055 shares were issued and outstanding, respectively. During the year ended December 31, 2014, the Company issued an aggregate of 200,000 shares of its common stock in conversion of principal due on the line of credit of $150,000. During the year ended December 31, 2014, the Company issued 336,557 shares of its common stock in the conversion of convertible notes payable, and accrued interest of $336,557. During the year ended December 31, 2014, the Company issued 200,000 shares of its common stock to various consultants and employees for 2013 services rendered, valued at $166,340 and expensed in 2013. During the year ended December 31, 2014, the Company issued an aggregate of 100,000 shares of its common stock for various consulting services rendered at an aggregate fair value of $124,750. During the year ended December 31, 2014, the Company issued 100,000 shares of common stock for future services of $98,000 of which the Company expensed $85,750 in 2014 and will expense $12,250 in 2015. The Company recorded the fair value as prepaid expenses and amortizes the fair value of the shares issued as stock based compensation during the requisite service period to operations. During the year ended December 31, 2014, the Company recorded $98,000 as stock-based compensation. During the year ended December 31, 2014, the Company issued 30,000 shares of common stock for the settlement of financing costs associated with the Hillair 8% Debenture and included as part of the loan acquisition cost expensed in the year ended December 31, 2013. During the year ended December 31, 2014, the Company issued an aggregate of 237,250 shares of its common stock in employee incentives and board compensation at an aggregate fair value of $237,250. The shares issued to employees were discretionary stock incentives to reward and retain key employees and not issued as part of the 2011 Incentive Stock Plan. During the year ended December 31, 2015, the Company issued an aggregate of 200,000 shares of its common stock in connection with a loan extension, valued at $227,000. (see Note 10 – Convertible Notes Payable). During the year ended December 31, 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 year ended December 31, 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 year ended December 31, 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. During the year ended December 31, 2015, the Company issued 400,000 shares of its common stock as part of a settlement agreement (See Note 8-Settlement Payable) at a fair value of $460,000. During the year ended December 31, 2015, the Company issued 35,000 shares of its common stock as payment of services of a previous board of director member at a fair value of $40,250. During the year ended December 31, 2015, the Company issued 485,486 shares of its common stock in settlement of previous related party advances and accrued interest of $655,407. During the year ended December 31, 2015 the Company sold 129,630 shares of common stock to an investor for an aggregate purchase price of $175,000. 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. Stock-based payable The Company is obligated to issue an aggregate of 1,217,071 shares of its common stock to officers and consultants for past and future services. The estimated liability as of December 31, 2015 of $1,198,900 ($0.85 per share) was determined based on services rendered in 2015. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 14 — 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 December 31, 2015: Warrants Outstanding Warrants Exercisable Price Outstanding Expiration Date Weighted Price Exercisable Weighted Price $ 1.35 2,449,630 November 2018 ~ November 2020 $ 1.35 2,449,630 $ 1.35 $ 3.60 1,875,000 December 31, 2016 $ 3.60 1,875,000 $ 3.60 4,324,630 $ 2.32 4,324,630 $ 2.32 On November 2, 2015, the Company issued 129,630 warrants to purchase the Company’s common stock at $1.35 per share for five years in connection with the sale of the Company’s common stock. The warrants to purchase up to 2,449,630 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 are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2013: 4,195,000 $ 2.36 Issued — — Exercised — — Expired — — Outstanding at December 31, 2014: 4,195,000 2.36 Issued 129,630 1.35 Exercised — — Expired — — Outstanding at December 31, 2015 4,324,630 $ 2.32 Options The following table presents information related to stock options at December 31, 2015: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 8.00 — 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. Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2013: — $ — Granted — — Exercised — — Expired — — Outstanding at December 31, 2014: — — Granted 3,000,000 1.35 Exercised — — Expired — — Outstanding at December 31, 2015 3,000,000 $ 1.35 |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | NOTE 15 — VARIABLE INTEREST ENTITY Brevard Orthopaedic Spine & Pain Clinic, Inc. 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 assets of The B.A.C.K. Center can only be used to settle obligations of the VIE, additionally, creditors of The B.A.C.K. Center do not have recourse against the general credit of the primary beneficiary. 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 December 31, 2015: May 1, 2015 December 31, 2015 Current assets: Cash $ 679,673 $ 996,986 Accounts receivable 2,179,690 3,727,419 Other current assets 786,210 819,757 Total current assets 3,645,573 5,544,162 Property and equipment, net 34,685 60,978 Other assets 26,978 18,231 Total assets $ 3,707,236 $ 5,623,371 Current liabilities: Accounts payable and accrued liabilities $ 962,819 $ 1,877,690 Due to First Choice Healthcare Solutions, Inc. — 1,729,882 Other current liabilities 882,326 427,229 Total current liabilities 1,845,145 4,034,801 Long term debt 2,000,777 1,727,256 Total liabilities 3,845,922 5,762,057 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 3,707,236 $ 5,623,371 Total revenues from The B.A.C.K. Center were $10,392,691 from May 1, 2015 through December 31, 2015. Related expenses consisted primarily of salaries and benefits of $3,928,244, general and administrative expenses of $3,928,244, depreciation of $18,404 and interest and financing costs of $28,525. (See Note 17 – Segment Reporting) Below is selected pro forma financial data based on acquisition of The B.A.C.K. Center occurring January 1, 2015 (unaudited): Total Revenue: $ 22,281,407 Net loss 3,346,754 Loss per common share, basic and diluted $ (0.17) Crane Creek Surgery Center Effective October 1, 2015, the Company, through its recently formed wholly owned subsidiary, CCSC Holdings, Inc., acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”) in exchange for an investment of $560,000 comprised of $140,000 cash and a promissory note for $420,000 which bears 8% interest per annum, matures April 15, 2016 and is personally guaranteed by the Company’s Chief Executive Officer. In connection with the investment, the Company is entitled 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek. The Company has determined that Crane Creek is a Variable Interest Entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation”. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important. 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 assets of Crane Creek can only be used to settle obligations of the VIE, additionally, creditors of the Crane Creek do not have recourse against the general credit of the primary beneficiary. The table below summarizes the assets and liabilities associated with the Crane Creek at acquisition date of effective October 1, 2015 and as of December 31, 2015: October 1, 2015 December 31, 2015 Current assets: Cash $ 164,323 $ 559,318 Accounts receivable 706,957 816,889 Total current assets 871,280 1,376,207 Property and equipment, net 690,132 712,830 Goodwill 899,465 899,465 Total assets $ 2,460,877 $ 2,988,502 Current liabilities: Accounts payable and accrued liabilities $ 675,125 $ 441,368 Other current liabilities 251,588 251,588 Total current liabilities 926,713 692,956 Deferred rent 554,164 532,752 Total liabilities 1,480,877 1,225,708 Equity-First Choice Healthcare Solutions, Inc 140,000 705,118 Non-controlling interest 840,000 1,057,676 Total liabilities and deficit $ 2,460,877 $ 2,988,502 Total revenues from the Crane Creek were $1,124,798 from October 1, 2015 through December 31, 2015. Related expenses consisted primarily of salaries and benefits of $311,450, practice supplies and operating of $287,349, general and administrative expenses of $111,009, depreciation of $55,749 and miscellaneous income of $3,554. (See Note 17 – Segment Reporting) Below is selected pro forma financial data based on acquisition of the Crane Center occurring January 1, 2015 (unaudited): Total Revenue: $ 22,210,701 Net loss 3,467,220 Loss per common share, basic and diluted $ (0.17) |
NON CONTROLLING INTEREST
NON CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
NON CONTROLLING INTEREST | NOTE 16 — NON CONTROLLING INTEREST 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. A reconciliation of the non-controlling income attributable to the Company: Net loss attributable to non-controlling interest for the period ended December 31, 2015: Net loss $ 1,951,294 Average Non-controlling interest percentage of profit/losses -0- % Net loss attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest from May 1, 2015 to December 31, 2015: Balance, May 1, 2015 $ (138,686 ) Transfer (to) from the non-controlling interest as a result of change in ownership - Net income attributable to the non-controlling interest - Balance, December 31, 2015 $ (138,686 ) Effective October 1, 2015, the Company, through its recently formed wholly owned subsidiary, CCSC Holdings, Inc., acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”) in exchange for an investment of $560,000 comprised of $140,000 cash and a promissory note for $420,000 which bears 8% interest per annum, matures April 15, 2016 and is personally guaranteed by the Company’s Chief Executive Officer. In connection with the investment, the Company is entitled 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek. A reconciliation of the non-controlling income attributable to the Company: Net loss attributable to non-controlling interest for the period ended December 31, 2015: Net loss $ 362,794 Average Non-controlling interest percentage of profit/losses 60 % Net loss attributable to the non-controlling interest $ 217,676 The following table summarizes the changes in non-controlling interest from October 1, 2015 to December 31, 2015: Balance, October 1, 2015 $ 840,000 Transfer (to) from the non-controlling interest as a result of change in ownership - Net income attributable to the non-controlling interest 217,676 Balance, December 31, 2015 $ 1,057,676 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 17 — 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 and the Crane Center segments 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 year ended December 31, 2015: Marina FCID Brevard The Crane Intercompany Towers Medical Orthopaedic Center Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 7,537,761 $ 9,108,139 $1,124,797 $ - $ - $17,770,697 Rental revenue 1,558,083 - 681,227 - (492,343) 1,746,967 Total Revenue 1,558,083 7,537,761 9,789,366 1,124,797 - (492,343) 19,517,664 Operating expenses: Salaries & benefits 12,000 3,421,210 4,084,312 311,450 1,508,768 - 9,337,740 Other operating expenses 443,367 1,861,195 - 287,349 - (492,343) 2,099,568 General and administrative 112,920 1,246,383 3,738,436 111,009 1,935,790 - 7,144,538 Litigation settlement - 401,958 - - 1,615,250 - 2,017,208 Depreciation and amortization 278,611 266,025 18,404 55,749 234,196 - 852,985 Total operating expenses 846,898 7,196,771 7,841,152 765,557 5,294,004 (492,343) 21,452,039 Net income (loss) from operations: 711,185 340,990 1,948,214 359,240 (5,294,004) - (1,934,375) Interest expense (442,505) (243,531) (20,621) (10,545) (503,778) - (1,220,980) Amortization of financing costs (57,348) (10,582) (7,903) - - - (75,833) Other income (expense) 23,469 - - 3,554 - - 27,023 Net Income (loss) before income taxes: 234,801 86,877 1,919,690 352,249 (5,797,782) - (3,204,165) Income taxes - - - - - - - Net income (loss) 234,801 86,877 1,919,690 352,249 (5,797,782) - (3,204,165) Non-controlling interest - - - (217,676) - - (217,676) Net income (loss) attributable to First Choice Healthcare Solutions $ 234,801 $ 86,877 $ 1,919,690 $ 134,573 $ (5,797,782) $ - $(3,421,841) Summary Statement of Operations for the year ended December 31, 2014: Marina Towers FCID Medical Corporate Intercompany Eliminations Total Revenue: Net patient service revenue $ - $ 7,053,603 $ - $ - $ 7,053,603 Rental revenue 1,483,948 - - (434,949 ) 1,048,999 Total Revenue 1,483,948 7,053,603 - (434,949 ) 8,102,602 Operating expenses: Salaries and benefits 12,000 3,733,140 1,016,433 - 4,761,573 Other operating expenses 430,041 1,902,688 - (434,949 ) 1,897,780 General and administrative 89,359 1,168,826 1,176,074 - 2,434,259 Depreciation and amortization 276,666 256,318 19,100 - 552,084 Total operating expenses 808,066 7,060,972 2,211,607 (434,949 ) 9,645,696 Net income (loss) from operations: 675,882 (7,369 ) (2,211,607 ) - (1,543,094 ) Interest expense (451,962 ) (225,427 ) (189,312 ) - (866,701 ) Amortization of financing costs (57,348 ) (25,396 ) - - (82,744 ) Other income (expense) 3,000 - - - 3,000 Net Income (loss): 169,572 (258,192 ) (2,400,919 ) - (2,489,539 ) Income taxes - - - - - Net income (loss) $ 169,572 $ (258,192 ) $ (2,400,919 ) $ - $ (2,489,539 ) Selected financial data: Marina FCID Brevard The Crane Intercompany Towers Medical Orthopaedic Center Corporate Eliminations Total Assets: At December 31, 2015: $ 6,309,955 $ 4,391,192 $ 5,623,370 $3,013,011 $ 3,286,460 $ - $22,623,988 At December 31, 2014: $ 6,726,759 $ 4,407,749 $ - $ - $ 336,184 $ - $11,470,692 Assets acquired Year ended December 31, 2015 $ 59,345 $ 23,837 $ 44,696 $ 78,447 $ - $ - $ 206,325 Year ended December 31, 2014 $ 16,758 $ 128,467 $ - $ - $ - $ - $ 145,225 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18 - COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office building for repairs, maintenance and inspections. Certain contracts are long term and non-cancellable. After 2015, we no longer have these obligations. All contracts are now on a month-to-month basis. Employment agreement with Christian Romandetti, CEO The Company entered a formal five-year employment agreement (the “Employment Agreement”) with Christian “Chris” Romandetti, dated March 20, 2014 and effective January 1, 2014, to serve as the Company's President and Chief Executive Officer. Pursuant to the terms and conditions set forth in the Employment Agreement, Mr. Romandetti is entitled to receive an annual base salary of $250,000, which shall increase no less than 5% per annum for the term of the Employment Agreement. Mr. Romandetti, upon successfully achieving annual revenue milestones, is entitled to receive a bonus equal to 10% of his salary when $7.1 million in total annual revenue is reported in a fiscal year scaling up to a bonus equal to 800% of his salary if and when $100 million in total annual revenue is reported in a fiscal year. If the Company is unable to pay any portion of the bonus compensation when due because of insufficient liquidity or applicable restrictions under prevailing debt financing agreements, then, as an accommodation to the Company, Mr. Romandetti shall be able to convert bonus compensation into shares of the Company's common stock at a 30% discount to the average closing price during the first calendar month after the end of the fiscal year. Mr. Romandetti will also be entitled to receive a strategic bonus of $100,000, payable in cash, on the sixth month anniversary of opening each new center of excellence. Pursuant to the Company achieving specific financial performance benchmarks established by the Board of Directors, Mr. Romandetti will also be entitled to receive a cashless option to purchase up to one million shares of common stock per year. The exercise price of the options will be the fair market value of the average closing price of the stock during the first calendar month after the end of the fiscal year. Mr. Romandetti shall have up to five years from the date of the annual option grant to exercise the option. In addition to the above compensation consideration, Mr. Romandetti will be entitled to receive annual restricted stock compensation equal to 100% of the total base salary and bonus compensation. The fair market value of the restricted stock grant shall be determined using the average closing price of the common stock during the first calendar month after the end of the fiscal year. In addition, Mr. Romandetti's Employment Agreement provides that, upon Mr. Romandetti's death, disability, termination for any reason other than “Cause” (as such term is defined in the Employment Agreement) or resignation for “Good Reason” (as such term is defined in the Employment Agreement), the Company will pay to Mr. Romandetti 12 months of his annual base salary at the time of separation in accordance with the Corporation's usual payroll practices. Based on achieving key performance objectives in 2015, Mr. Romandetti was entitled to receive total bonus compensation of $625,000, 787,500 shares of Common Stock and an option to purchase 535,000 shares of Common Stock at $1.00 per share. Mr. Romandetti elected to relinquish 519,643 shares and the options to purchase 535,000 shares. 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 paid the notes in full on April 1, 2016. (See Note 8 – Settlement Payable) 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 12 months. 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 December 31, 2015, lease expense amounted to $2,360,986. 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: 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 $ 13,827,174 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. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2015 | |
Loss Per Share | |
LOSS PER SHARE | NOTE 19 — LOSS PER SHARE The following table presents the computation of basic and diluted loss per share: 2015 2014 Net loss available for common shareholders $ (3,421,841 ) $ (2,489,539 ) Basic net loss per share $ (0.17 ) $ (0.14 ) Weighted average common shares outstanding-basic 20,117,582 17,249,921 Diluted net loss share $ (0.14 ) $ (0.14 ) Weighted average common shares outstanding-Diluted 20,117,582 17,249,921 During the year ended December 31, 2015 and 2014, common stock equivalents are not considered in the calculation of the weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
INCOME TAXES | NOTE 20 - INCOME TAXES The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences primarily include stock compensation and other equity-related non-cash charges, capitalized financing costs, the basis difference of derivative liabilities and certain accruals. Due to the reverse acquisition of First Choice Healthcare Solutions, Inc. by FCID Holdings, Inc. on December 29, 2010, the net operating loss carry forwards of First Choice Healthcare Solutions, Inc. incurred prior to that date may not be useable for income tax purposes. As through September 30, 2010 FCID Holdings, Inc. was inactive, and FCID Holdings, Inc.'s active subsidiary is a limited liability company and through September 30, 2010 passed no income through to FCID Holdings, Inc. for federal and state income tax purposes, FCID Holdings, Inc. through September 30, 2010 incurred no income tax at the corporate level. At December 31, 2015, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $5,500,000 that may be used to offset future taxable income. Components of deferred tax assets as of December 31, 2015 are comprised primarily of stock based compensation and debt discounts in connection with convertible notes. No income taxes were recorded on the earnings in 2014 and 2013 as a result of the utilization of any carry forwards. Deferred net tax asset consist of the following at December 31, 2015 and 2014: 2015 2014 Deferred tax asset $ 201,500 $ 210,000 Less valuation allowance (201,500 ) (210,000 ) Net deferred tax asset $ 0 $ 0 The provision for income taxes consists of the following: 2015 2014 Current tax (benefit) $ $ Adjustment for prior year accrual - - Net provision (benefit) $ $ The provision for Federal taxes differs from that computed by applying Federal statutory rates to the loss before any Federal income tax (benefit), as indicated in the following: 2015 2014 Federal statutory rate 35.0 % 35.0 % State income taxes net of Federal benefit 3.6 % 3.6 % 38.6 % 38.6 % The Company files income tax returns in the U.S. Federal jurisdiction, and various state jurisdictions. The Company is no longer subject to U.S. Federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011. The Company follows the provision of uncertain tax positions as addressed in FASB Accounting Standards Codification 740-10-65-1. The Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2015 and 2014. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS Sale and Leaseback of Marina Towers On March 31, 2016, the Company’s wholly owned subsidiary, Marina Towers, LLC, a Florida limited liability company, completed the sale of Marina Towers, a 78,000 square-foot medical office building located on the Melbourne riverfront, for a purchase price of $15.45 million to Global Medical REIT Inc. The facility is located at 709 S. Harbor City Blvd., Melbourne, FL on 1.9 acres of land. The acquisition includes the site and building, an easement on the adjacent property to the north for surface parking, all tenant leases, and above and below ground garages (the “Property”). The net cash proceeds from the sale of Marina Towers was approximately $8 million, which will be used to strengthen the Company’s balance sheet, support key expansion initiatives and help to position the Company to pursue an up-listing to a national stock exchange later this year. The entire facility was leased back to Marina Towers, LLC via a 10-year absolute triple-net master lease agreement that expires in 2026. The tenant has two successive options to renew the lease for five-year periods on the same terms and conditions as the primary non-revocable lease term with the exception of rent, which will be adjusted to the prevailing fair market rent at renewal and will escalate in successive years during the extended lease period. The lease is classified as operating lease and any gains realized on the sale/leaseback transaction will be deferred and will be credited to operations over the initial lease term The following is a schedule of future minimum lease payments for the non-cancelable operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2016 $ 828,506 Year ended December 31, 2017 1,104,675 Year ended December 31, 2018 1,104,675 Year ended December 31, 2019 1,121,246 Year ended December 31, 2020 1,143,670 Year ended December 31, 2021 and thereafter 6,387,969 $ 11,690,741 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 paid the notes in full on April 1, 2016. (See Note 8 – Settlement Payable) |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the CompanyÂ’s stock, and stock-based compensation. Actual results may differ from these estimates. |
Revenue recognition | 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 Holding had one real estate holding, Marina Towers, a Class A 78,000 square foot, six-story building located on the Indian River in Melbourne, Florida. The address is 709 South Harbor City Boulevard, Melbourne, Florida 32901. In addition to housing our corporate headquarters and First Choice Medical Group, the building, which averages 95% annual occupancy, also leases commercial office space to tenants. Our corporate headquarters currently utilizes 2,521 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 26,838 square feet on the ground, first and second floors. Until March 2016, Marina Towers was owned by Marina Towers, LLC, a subsidiary owned by FCID Holdings (99%) and MTMC of Melbourne, Inc. (1%), both wholly owned subsidiaries of the Company. On March 31, 2016, we completed the sale of Marina Towers to Global Medical REIT Inc. for a purchase price of $15.45 million. In addition, our wholly owned subsidiary, Marina Towers, LLC, leased back the entire facility via a 10-year absolute triple-net master lease agreement that will expire in 2026 and be renewable for two five-year periods on the same terms and conditions as the primary lease term with the exception of rent, which will be adjusted to the prevailing market rent at renewal and will escalate in successive years during the extended lease period. Until Marina Towers’ sale on March 31, 2016, the Company recognized 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 | Cash Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of December 31, 2015, the Company had $1,594,998 cash, of which $1,556,303 held by VIE. |
Concentrations of credit risk | Concentrations of credit risk The CompanyÂ’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, 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 | 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 December 31, 2015 and 2014, the Company’s provision for bad debts was $2,498,398 and $1,482,212, respectively. |
Capitalized financing costs | 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 years ended December 31, 2015 and 2014 was $75,833 and $82,744 respectively. Accumulated amortization of deferred financing costs was $266,950 and $231,369 at December 31, 2015 and 2014, respectively. |
Segment information | Segment information Accounting Standards Codification subtopic “ Segment Reporting |
Patents | 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 CompanyÂ’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 CompanyÂ’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 year ended December 31, 2015 and 2014 was $19,100 and $19,100, respectively. Accumulated amortization of patent costs was $38,200 and $19,100 at December 31, 2015 and 2014, respectively. |
Patient list | 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 expenses for the year ended December 31, 2015 and 2014 was $20,000 and $20,000, respectively. Accumulated amortization of patient list costs was $75,000 and $55,000 at December 31, 2015 and 2014, respectively. |
Long-lived assets | Long-lived assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. 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 20 to 39 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of is reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2015, the Company management performed an evaluation of its goodwill and other acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2015. The test indicated that the recorded remaining book value of its goodwill in connection with the consolidation of Crane Creek did not exceed its fair value for the year ended December 31, 2015. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. |
Net loss per share | Net loss per share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the year ended December 31, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2015 2014 Convertible notes and line of credit 2,566,888 3,385,835 Warrants to purchase common stock 4,324,630 4,195,000 Options to purchase common stock 3,000,000 - Totals 9,891,518 7,580,835 |
Stock-based compensation | Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. |
Income taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. |
Deferred costs | 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 year ended December 31, 2015 was $215,096. Accumulated amortization of the deferred costs was $215,096 at December 31, 2015. |
Investments | 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. |
Fair value | Fair value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2015 and 2014, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. |
Recent accounting pronouncements | Recent accounting pronouncements In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-01 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. There are other 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 | 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 consolidated financial statements, except as disclosed. |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies Tables | |
Net loss per share | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2015 2014 Convertible notes and line of credit 2,566,888 3,385,835 Warrants to purchase common stock 4,324,630 4,195,000 Options to purchase common stock 3,000,000 - Totals 9,891,518 7,580,835 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2015 and 2014 are as follows: 2015 2014 Land $ 1,000,000 $ 1,000,000 Building 3,055,168 3,055,168 Building improvements 4,211,749 3,970,603 Automobiles - 29,849 Computer equipment 340,065 327,847 Medical equipment 2,822,027 2,253,219 Office equipment 260,141 129,723 11,689,150 10,766,409 Less: accumulated depreciation (3,075,648 ) (2,472,111 ) $ 8,613,502 $ 8,294,298 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Notes payable as of December 31, 2015 and 2014 are comprised of the following: 2015 2014 Mortgage Payable $ 7,153,262 $ 7,256,416 Note Payable, GE Capital (construction), MRI — 121,204 Note Payable, GE Capital (construction), 2 — 44,911 Note Payable, GE Capital (MRI) 844,098 1,218,625 Note Payable, GE Capital (X-ray) 97,232 142,349 Note Payable, GE Arm 67,455 91,925 Note Payable, Auto - 16,383 Capital Lease Equipment 26,716 25,538 8,188,763 8,917,351 Less current portion (7,652,941 ) (732,791 ) $ 535,822 $ 8,184,560 |
Schedule of Maturities of Long-term Debt | Aggregate principal maturities of long-term debt as of December 31, 2015 Amount Year ended December 31, 2016 7,652,941 Year ended December 31, 2017 519,226 Year ended December 31, 2018 16,596 Total $ 8,188,763 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Warrants Outstanding And Related Exercise Prices | The following table summarizes the warrants outstanding and the related exercise prices for the underlying shares of the CompanyÂ’s common stock as of December 31, 2015: Warrants Outstanding Warrants Exercisable Price Outstanding Expiration Date Weighted Price Exercisable Weighted Price $ 1.35 2,449,630 November 2018 ~ November 2020 $ 1.35 2,449,630 $ 1.35 $ 3.60 1,875,000 December 31, 2016 $ 3.60 1,875,000 $ 3.60 4,324,630 $ 2.32 4,324,630 $ 2.32 |
Schedule of Transactions Involving Stock Warrants Issued To Non-employees | Transactions involving stock warrants issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2013: 4,195,000 $ 2.36 Issued — — Exercised — — Expired — — Outstanding at December 31, 2014: 4,195,000 2.36 Issued 129,630 1.35 Exercised — — Expired — — Outstanding at December 31, 2015 4,324,630 $ 2.32 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents information related to stock options at December 31, 2015: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 8.00 — |
Schedule of Stock Options Information | Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2013: — $ — Granted — — Exercised — — Expired — — Outstanding at December 31, 2014: — — Granted 3,000,000 1.35 Exercised — — Expired — — Outstanding at December 31, 2015 3,000,000 $ 1.35 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 December 31, 2015: May 1, 2015 December 31, 2015 Current assets: Cash $ 679,673 $ 996,986 Accounts receivable 2,179,690 3,727,419 Other current assets 786,210 819,757 Total current assets 3,645,573 5,544,162 Property and equipment, net 34,685 60,978 Other assets 26,978 18,231 Total assets $ 3,707,236 $ 5,623,371 Current liabilities: Accounts payable and accrued liabilities $ 962,819 $ 1,877,690 Due to First Choice Healthcare Solutions, Inc. — 1,729,882 Other current liabilities 882,326 427,229 Total current liabilities 1,845,145 4,034,801 Long term debt 2,000,777 1,727,256 Total liabilities 3,845,922 5,762,057 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 3,707,236 $ 5,623,371 The table below summarizes the assets and liabilities associated with the Crane Creek at acquisition date of effective October 1, 2015 and as of December 31, 2015: October 1, 2015 December 31, 2015 Current assets: Cash $ 164,323 $ 559,318 Accounts receivable 706,957 816,889 Total current assets 871,280 1,376,207 Property and equipment, net 690,132 712,830 Goodwill 899,465 899,465 Total assets $ 2,460,877 $ 2,988,502 Current liabilities: Accounts payable and accrued liabilities $ 675,125 $ 441,368 Other current liabilities 251,588 251,588 Total current liabilities 926,713 692,956 Deferred rent 554,164 532,752 Total liabilities 1,480,877 1,225,708 Equity-First Choice Healthcare Solutions, Inc 140,000 705,118 Non-controlling interest 840,000 1,057,676 Total liabilities and deficit $ 2,460,877 $ 2,988,502 |
Pro Forma [Member] | |
Schedule of Variable Interest Entities [Table Text Block] | Below is selected pro forma financial data based on acquisition of The B.A.C.K. Center occurring January 1, 2015 (unaudited): Total Revenue: $ 22,281,407 Net loss 3,346,754 Loss per common share, basic and diluted $ (0.17) Below is selected pro forma financial data based on acquisition of the Crane Center occurring January 1, 2015 (unaudited): Total Revenue: $ 22,210,701 Net loss 3,467,220 Loss per common share, basic and diluted $ (0.17) |
NON CONTROLLING INTEREST (Table
NON CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Non Controlling Interest Tables | |
Schedule of Net loss attributable to non-controlling interest | Net loss attributable to non-controlling interest for the period ended December 31, 2015: Net loss $ 1,951,294 Average Non-controlling interest percentage of profit/losses -0- % Net loss attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest from May 1, 2015 to December 31, 2015: Balance, May 1, 2015 $ (138,686 ) Transfer (to) from the non-controlling interest as a result of change in ownership - Net income attributable to the non-controlling interest - Balance, December 31, 2015 $ (138,686 ) Net loss attributable to non-controlling interest for the period ended December 31, 2015: Net loss $ 362,794 Average Non-controlling interest percentage of profit/losses 60 % Net loss attributable to the non-controlling interest $ 217,676 The following table summarizes the changes in non-controlling interest from October 1, 2015 to December 31, 2015: Balance, October 1, 2015 $ 840,000 Transfer (to) from the non-controlling interest as a result of change in ownership - Net income attributable to the non-controlling interest 217,676 Balance, December 31, 2015 $ 1,057,676 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary Statement of Operations for the year ended December 31, 2015: Marina FCID Brevard The Crane Intercompany Towers Medical Orthopaedic Center Corporate Eliminations Total Revenue: Net Patient Service Revenue $ - $ 7,537,761 $ 9,108,139 $1,124,797 $ - $ - $17,770,697 Rental revenue 1,558,083 - 681,227 - (492,343) 1,746,967 Total Revenue 1,558,083 7,537,761 9,789,366 1,124,797 - (492,343) 19,517,664 Operating expenses: Salaries & benefits 12,000 3,421,210 4,084,312 311,450 1,508,768 - 9,337,740 Other operating expenses 443,367 1,861,195 - 287,349 - (492,343) 2,099,568 General and administrative 112,920 1,246,383 3,738,436 111,009 1,935,790 - 7,144,538 Litigation settlement - 401,958 - - 1,615,250 - 2,017,208 Depreciation and amortization 278,611 266,025 18,404 55,749 234,196 - 852,985 Total operating expenses 846,898 7,196,771 7,841,152 765,557 5,294,004 (492,343) 21,452,039 Net income (loss) from operations: 711,185 340,990 1,948,214 359,240 (5,294,004) - (1,934,375) Interest expense (442,505) (243,531) (20,621) (10,545) (503,778) - (1,220,980) Amortization of financing costs (57,348) (10,582) (7,903) - - - (75,833) Other income (expense) 23,469 - - 3,554 - - 27,023 Net Income (loss) before income taxes: 234,801 86,877 1,919,690 352,249 (5,797,782) - (3,204,165) Income taxes - - - - - - - Net income (loss) 234,801 86,877 1,919,690 352,249 (5,797,782) - (3,204,165) Non-controlling interest - - - (217,676) - - (217,676) Net income (loss) attributable to First Choice Healthcare Solutions $ 234,801 $ 86,877 $ 1,919,690 $ 134,573 $ (5,797,782) $ - $(3,421,841) Summary Statement of Operations for the year ended December 31, 2014: Marina Towers FCID Medical Corporate Intercompany Eliminations Total Revenue: Net patient service revenue $ - $ 7,053,603 $ - $ - $ 7,053,603 Rental revenue 1,483,948 - - (434,949 ) 1,048,999 Total Revenue 1,483,948 7,053,603 - (434,949 ) 8,102,602 Operating expenses: Salaries and benefits 12,000 3,733,140 1,016,433 - 4,761,573 Other operating expenses 430,041 1,902,688 - (434,949 ) 1,897,780 General and administrative 89,359 1,168,826 1,176,074 - 2,434,259 Depreciation and amortization 276,666 256,318 19,100 - 552,084 Total operating expenses 808,066 7,060,972 2,211,607 (434,949 ) 9,645,696 Net income (loss) from operations: 675,882 (7,369 ) (2,211,607 ) - (1,543,094 ) Interest expense (451,962 ) (225,427 ) (189,312 ) - (866,701 ) Amortization of financing costs (57,348 ) (25,396 ) - - (82,744 ) Other income (expense) 3,000 - - - 3,000 Net Income (loss): 169,572 (258,192 ) (2,400,919 ) - (2,489,539 ) Income taxes - - - - - Net income (loss) $ 169,572 $ (258,192 ) $ (2,400,919 ) $ - $ (2,489,539 ) Selected financial data: Marina FCID Brevard The Crane Intercompany Towers Medical Orthopaedic Center Corporate Eliminations Total Assets: At December 31, 2015: $ 6,309,955 $ 4,391,192 $ 5,623,370 $ 3,013,011 $ 3,286,460 $ - $22,623,988 At December 31, 2014: $ 6,726,759 $ 4,407,749 $ - $ - $ 336,184 $ - $11,470,692 Assets acquired Year ended December 31, 2015 $ 59,345 $ 23,837 $ 44,696 $ 78,447 $ - $ - $ 206,325 Year ended December 31, 2014 $ 16,758 $ 128,467 $ - $ - $ - $ - $ 145,225 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | 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: 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 $ 13,827,174 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Loss Per Share Tables | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of basic and diluted loss per share: 2015 2014 Net loss available for common shareholders $ (3,421,841 ) $ (2,489,539 ) Basic net loss per share $ (0.17 ) $ (0.14 ) Weighted average common shares outstanding-basic 20,117,582 17,249,921 Diluted net loss share $ (0.14 ) $ (0.14 ) Weighted average common shares outstanding-Diluted 20,117,582 17,249,921 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Schedule Of Deferred Tax Assets | Deferred net tax asset consist of the following at December 31, 2015 and 2014: 2015 2014 Deferred tax asset $ 201,500 $ 210,000 Less valuation allowance (201,500 ) (210,000 ) Net deferred tax asset $ 0 $ 0 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following: 2015 2014 Current tax (benefit) $ $ Adjustment for prior year accrual - - Net provision (benefit) $ $ |
Schedule of Effective Income Tax Rate Reconciliation | The provision for Federal taxes differs from that computed by applying Federal statutory rates to the loss before any Federal income tax (benefit), as indicated in the following: 2015 2014 Federal statutory rate 35.0 % 35.0 % State income taxes net of Federal benefit 3.6 % 3.6 % 38.6 % 38.6 % |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events Tables | |
Schedule of Subsequent Events | The following is a schedule of future minimum lease payments for the non-cancelable operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2016 $ 828,506 Year ended December 31, 2017 1,104,675 Year ended December 31, 2018 1,104,675 Year ended December 31, 2019 1,121,246 Year ended December 31, 2020 1,143,670 Year ended December 31, 2021 and thereafter 6,387,969 $ 11,690,741 |
ORGANIZATION, BUSINESS AND PR40
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Dec. 31, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 |
Crane Creek Surgery Center [Member] | |||
Interest acquire in subsidiary | 40.00% | ||
Amount paid in exchange of investment | $ 560,000 | ||
Cash paid | 140,000 | ||
Promissory note | $ 420,000 | ||
Bearing interest rate | 8.00% | ||
Matures date | Apr. 15, 2016 | ||
Voting Rights, Description | In connection with the investment, the Company is entitled 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek. | ||
Acquisition voting rights, Description | 40% equity interest along with the 51% voting rights acquired |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 9,891,518 | 7,580,835 |
Convertible notes and line of credit [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 2,566,888 | 3,385,835 |
Warrants to purchase common stock [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 4,324,630 | 4,195,000 |
Options to purchase common stock [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 3,000,000 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Sep. 07, 2013shares | Mar. 31, 2016USD ($) | May. 31, 2015USD ($)ft²$ / sharesshares | Dec. 31, 2015USD ($)ft²shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Summary of Significant Accounting Policies [Line Items] | ||||||
Amortization Financing Costs | $ 75,833 | $ 82,744 | ||||
Property, Plant and Equipment, Depreciation Methods | straight-line method | |||||
Accumulated Amortization, Deferred Finance Costs | $ 266,950 | 231,369 | ||||
Allowance for Doubtful Accounts Receivable | $ 2,498,398 | $ 1,482,212 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share, Amount | shares | 9,891,518 | 7,580,835 | ||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 1,594,998 | $ 279,087 | $ 739,158 | |||
Health Care Organization, Other Revenue | 1,746,967 | 1,048,999 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 75,000 | 55,000 | ||||
Options to purchase common stock | shares | 129,630 | |||||
Adjustments to Additional Paid in Capital, Fair Value | $ 3,226,427 | 0 | ||||
Subsequent Event [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Lease agreement expireation date | Dec. 31, 2026 | |||||
VIE [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 1,556,303 | |||||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 39 years | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 20 years | |||||
Patient Lists [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Amortization of Intangible Assets | $ 20,000 | 20,000 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 75,000 | 55,000 | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||
Patents [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Amortization of Intangible Assets | $ 38,200 | 19,100 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 38,200 | 19,100 | ||||
Donald Bittar [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Stock Issued During Period, Shares, Purchase of Assets | shares | 636,666 | |||||
Donald Bittar [Member] | Patents [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Health Care Organization, Other Revenue | 286,500 | |||||
Brevard Orthopaedic Spine Pain Clinic, Inc. [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Amortization Financing Costs | 215,096 | |||||
Share Price | $ / shares | $ 1.35 | |||||
Options to purchase common stock | shares | 3,000,000 | |||||
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 | |||||
Amortization of Deferred Charges, Total | $ 215,096 | $ 215,096 | ||||
TBC Holdings of Melbourne, Inc [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Area of Land | ft² | 34,480 | |||||
Doctor's Surgical Partnership, LTD [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 0.666% | |||||
FCID Medical [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Amortization Financing Costs | $ 10,582 | 25,396 | ||||
Health Care Organization, Other Revenue | $ 0 | 0 | ||||
Equity Method Investment, Ownership Percentage | 99.00% | |||||
MTMC Melbourne, Inc. [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 1.00% | |||||
Fifth Floor Marina Towers [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Area of Land | ft² | 2,521 | |||||
First and Second Floors Marina Towers [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Area of Land | ft² | 26,838 | |||||
Marina Towers [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Amortization Financing Costs | $ 57,348 | 57,348 | $ 57,348 | |||
Health Care Organization, Other Revenue | $ 1,558,083 | $ 1,483,948 | ||||
Area of Land, Percentage of Occupancy | 95.00% | |||||
Area of Land | ft² | 78,000 | |||||
Marina Towers [Member] | Subsequent Event [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Purchase price | $ 15,450,000 | |||||
Lease agreement expireation date | Dec. 31, 2026 | |||||
Lease agreement description | Our corporate headquarters currently utilizes 2,521 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 26,838 square feet on the ground, first and second floors. Until March 2016, Marina Towers was owned by Marina Towers, LLC, a subsidiary owned by FCID Holdings (99%) and MTMC of Melbourne, Inc. (1%), both wholly owned subsidiaries of the Company. |
GOING CONCERN AND MANAGEMENT'43
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Textual) | Dec. 14, 2015USD ($) | Jun. 09, 2015USD ($) | Nov. 08, 2013shares | Jun. 13, 2013USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)ft²shares | Dec. 31, 2014USD ($) | May. 01, 2015ft² |
Liquidity Disclosures [Line Items] | ||||||||
Long-term Line of Credit | $ 1,000,000 | $ 2,000,000 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | shares | 100,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 2,236,907 | $ 486,557 | ||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |||||
B.A.C.K. Center [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Area of Land | ft² | 34,480 | |||||||
Maximum [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Increasing the maximum aggregate amount | $ 2,500,000 | $ 2,000,000 | ||||||
Minimum [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Increasing the maximum aggregate amount | $ 2,000,000 | $ 1,500,000 | ||||||
CT Capital LTD [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Long-term Line of Credit | $ 1,500,000 | $ 2,150,000 | $ 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 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 2,892,314 | |||||||
Subsequent Event [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Lease agreement expireation date | Dec. 31, 2026 | |||||||
Marina Towers [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Area of Land, Percentage of Occupancy | 95.00% | |||||||
Area of Land | ft² | 78,000 | |||||||
Marina Towers [Member] | Subsequent Event [Member] | ||||||||
Liquidity Disclosures [Line Items] | ||||||||
Purchase price | $ 15,450,000 | |||||||
Lease agreement expireation date | Dec. 31, 2026 | |||||||
Lease agreement description | Our corporate headquarters currently utilizes 2,521 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 26,838 square feet on the ground, first and second floors. Until March 2016, Marina Towers was owned by Marina Towers, LLC, a subsidiary owned by FCID Holdings (99%) and MTMC of Melbourne, Inc. (1%), both wholly owned subsidiaries of the Company. |
CASH - RESTRICTED (Details Text
CASH - RESTRICTED (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||
Restricted Cash and Cash Equivalents | $ 359,414 | $ 318,259 |
PROPERTY, PLANT, AND EQUIPMEN45
PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,689,150 | $ 10,766,409 |
Less: accumulated depreciation | (3,075,648) | (2,472,111) |
Property, plant and equipment, net | 8,613,502 | 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 | 4,211,749 | 3,970,603 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 29,849 | |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 340,065 | 327,847 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,822,027 | 2,253,219 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 260,141 | $ 129,723 |
PROPERTY, PLANT, AND EQUIPMEN46
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 598,789 | $ 512,984 |
ADVANCES (Details Textual)
ADVANCES (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Debt Instrument, Face Amount | $ 43,082 | $ 224,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% |
LINES OF CREDIT (Details Textua
LINES OF CREDIT (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Nov. 08, 2013 | Jun. 13, 2013 | Apr. 09, 2013 | Jun. 27, 2012 | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||||||||
Line Of Credit Facility, Expiration Date | Dec. 31, 2016 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | |||||||
Line of Credit Facility, Minimum Borrowing Capacity | $ 1,000,000 | |||||||
Line Of Credit Facility, Amount Outstanding | $ 1,000,000 | $ 2,000,000 | ||||||
Debt Instrument, Term | 60 days | |||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |||||
Increase in the accounts receivable line of credit | $ 500,000 | |||||||
Agreed to issue shares of common stock | 500,000 | |||||||
Agreed to issue shares of common stock, amount | $ 92,000 | |||||||
Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | $ 1,500,000 | ||||||
Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | 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 | |||||||
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 | $ 2,150,000 | $ 1,237,000 | |||||
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, Average Outstanding Amount | $ 1,000,000 | |||||||
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 | $ 416,888 | $ 0 | ||||||
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). | |||||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 1,000,000 |
SETTLEMENT PAYABLE (Details Tex
SETTLEMENT PAYABLE (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 06, 2015 | Nov. 03, 2015 | Nov. 02, 2015 |
Subsequent Event [Line Items] | |||||||
Common stock shares issued | 22,867,626 | 17,951,055 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||
Debt Instrument, Maturity Date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | ||||
Litigation settlement expenses | $ 2,017,208 | $ 0 | |||||
Outstanding settlement promissory notes | $ 600,000 | $ 0 | |||||
MedTRX Collection Services [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash consideration facility | $ 500,000 | $ 500,000 | |||||
Cash paid | 650,000 | 650,000 | |||||
Common stock shares issued | 400,000 | ||||||
Common stock price per shares | $ 1.15 | ||||||
Promissory note | 100,000 | ||||||
Common Stock received as part of settlement | 35,000 | ||||||
MedTRX Collection Services [Member] | First non-interest bearing promissory notes [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash paid | $ 550,000 | $ 550,000 | |||||
MedTRX Collection Services [Member] | Restricted Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock shares issued | 400,000 | 400,000 |
NOTE PAYABLE, RELATED PARTY (De
NOTE PAYABLE, RELATED PARTY (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |
Crane Creek Surgery Center [Member] | ||||
Interest acquire in subsidiary | 40.00% | |||
Amount paid in exchange of investment | $ 560,000 | |||
Cash paid | 140,000 | |||
Promissory note | $ 420,000 | |||
Bearing interest rate | 8.00% | |||
Matures date | Apr. 15, 2016 | |||
Promissory note principal and interest outstanding | $ 428,645 | $ 0 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Apr. 09, 2015 | Nov. 08, 2013 | Aug. 31, 2015 | Jul. 31, 2015 | Jan. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 15, 2015 |
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||
Debt Instrument, Face Amount | $ 43,082 | $ 224,000 | |||||||||
Debt Instrument, Periodic Payment, Principal | $ 580,000 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 2,236,907 | 486,557 | |||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 92,000 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,236,907 | $ 486,557 | |||||||||
Debt Instrument, Maturity Date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | ||||||||
Common stock issued for full settlement | 1,425,707 | 1,425,707 | |||||||||
Convertible note payable and related accrued interest aggregate amount | $ 1,425,707 | $ 1,425,707 | |||||||||
Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,236,907 | 536,557 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,237 | $ 537 | |||||||||
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 ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 8,188,763 | $ 8,917,351 |
Less: current portion | (7,652,941) | (732,791) |
Notes payable, long term portion | 535,822 | 8,184,560 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 7,153,262 | 7,256,416 |
Note Payable Ge Capital Construction Mri [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 121,204 | |
Note Payable GE Capital Construction Two [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 44,911 | |
Note Payable Ge Capital Mri [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 844,098 | 1,218,625 |
Note Payable Ge Capital Xrays [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 97,232 | 142,349 |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 67,455 | 91,925 |
Note Payable Auto [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 16,383 | |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 26,716 | $ 25,538 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Dec. 31, 2015USD ($) |
Aggregate maturities of long-term debt: | |
Year ended December 31, 2016 | $ 7,652,941 |
Year ended December 31, 2017 | 519,226 |
Year ended December 31, 2018 and thereafter | 16,596 |
Total | $ 8,188,763 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | 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, 2015 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Mar. 08, 2013 | Sep. 24, 2012 | May. 29, 2012 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 580,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||
Debt Instrument, Term | 60 days | |||||||||||||||||||
Debt Instrument, Face Amount | $ 43,082 | $ 224,000 | ||||||||||||||||||
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] | ||||||||||||||||||||
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 (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 | |||||||||||||||||||
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 | |||||||||||||||||||
Equipment Finance Lease [Member] | Note Payable Ge Capital [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Capital Lease Obligations | $ 2,288,679 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Dec. 31, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 |
Crane Creek Surgery Center [Member] | |||
Interest acquire in subsidiary | 40.00% | ||
Amount paid in exchange of investment | $ 560,000 | ||
Cash paid | 140,000 | ||
Promissory note | $ 420,000 | ||
Bearing interest rate | 8.00% | ||
Matures date | Apr. 15, 2016 |
CAPITAL STOCK (Details Textual)
CAPITAL STOCK (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 22,867,626 | 17,951,055 | |
Common Stock, Shares, Outstanding | 22,867,626 | 17,951,055 | |
Common Stock, Shares, Issued for Services Amount | $ 1,683,776 | $ 626,340 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | 624,000 | ||
Share-Based Compensation | $ 2,344,927 | $ 997,750 | |
Stock Issued, Shares, Issued for Noncash Consideration | 30,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |
Common stock as part of a settlement agreement | 400,000 | ||
Common stock as part of a settlement agreement fair value | $ 460,000 | ||
Common stock in settlement of previous related party advances and accrued interest | 485,486 | ||
Common stock in settlement of previous related party advances and accrued interest fair value | $ 655,407 | ||
Common Stock [Member] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 22,867,626 | 17,951,055 | |
Common Stock, Shares, Outstanding | 22,867,626 | 17,951,055 | |
Common Stock, Shares, Issued for Services | 1,559,178 | 637,250 | |
Common Stock, Shares, Issued for Services Amount | $ 1,559 | $ 637 | |
Accrued interest | $ 116,907 | $ 39,907 | |
Common Stock [Member] | Consultants and Employees [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 166,340 | ||
Common Stock [Member] | Consulting Services [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 100,000 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 124,750 | ||
Common Stock [Member] | Employees [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 237,250 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 237,250 | ||
Common Stock [Member] | Officers and employees [Member] | |||
Common Stock, Shares, Issued for Services | 1,559,178 | ||
Common Stock, Shares, Issued for Services Amount | $ 1,683,776 | ||
Share-Based Compensation | $ 221,000 | ||
Common Stock [Member] | Board of director [Member] | |||
Common Stock, Shares, Issued for Services | 35,000 | ||
Common Stock, Shares, Issued for Services Amount | $ 40,250 | ||
Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Stock, Shares, Issued for Services | 0 | 0 | |
Common Stock, Shares, Issued for Services Amount | $ 0 | $ 0 | |
Convertible Notes Payable [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,236,907 | 485,486 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,120,000 | $ 615,500 | |
Accrued interest | $ 2,120,000 | ||
Convertible Notes Payable [Member] | Warrant [Member] | |||
Issuance of shares to investor | 129,603 | ||
Term of warrant | 5 years | ||
Exercise price | $ 1.35 | ||
Convertible Notes Payable [Member] | Common Stock [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 336,557 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 336,557 | ||
Issuance of shares to investor | 129,630 | ||
Issuance of shares to investor amount | $ 175,000 | ||
Line of Credit [Member] | Common Stock [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 150,000 | ||
Common Stock, Shares, Issued for loan extension | 200,000 | ||
Common Stock, Shares, Issued for loan extension Amount | $ 227,000 | ||
Convertible Advance [Member] | |||
Advances | $ 615,500 | 39,907 | |
Future Services [Member] | Common Stock [Member] | |||
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.85 | ||
Common Stock, Shares, Issued for Services | 1,217,071 | ||
Common Stock, Shares, Issued for Services Amount | $ 1,198,900 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 98,000 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 100,000 | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 98,000 | ||
Payments of Stock Issuance Costs | $ 12,250 | 85,750 | |
Share-Based Compensation | $ 98,000 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding | 3,000,000 | 0 | 0 |
Warrants Outstanding, Weighted Price | $ 1.35 | $ 0 | $ 0 |
Warrants Exercisable | 0 | ||
Non Employees [Member] | Warrant One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Prices | $ 1.35 | ||
Warrants Outstanding | 2,449,630 | ||
Warrants Outstanding, Weighted Price | $ 1.35 | ||
Warrants Exercisable | 2,449,630 | ||
Warrants Exercisable, Weighted Price | $ 1.35 | ||
Non Employees [Member] | Warrant One [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Expiration Date | Nov. 8, 2018 | ||
Non Employees [Member] | Warrant One [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Expiration Date | Nov. 8, 2020 | ||
Non Employees [Member] | Warrant Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Prices | $ 3.60 | ||
Warrants Outstanding | 1,875,000 | ||
Warrants Outstanding, Expiration Date | Dec. 31, 2016 | ||
Warrants Outstanding, Weighted Price | $ 3.60 | ||
Warrants Exercisable | 1,875,000 | ||
Warrants Exercisable, Weighted Price | $ 3.60 | ||
Non Employees [Member] | Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding | 4,324,630 | 4,195,000 | 4,195,000 |
Warrants Outstanding, Weighted Price | $ 2.32 | $ 2.36 | $ 2.36 |
Warrants Exercisable | 4,324,630 | ||
Warrants Exercisable, Weighted Price | $ 2.32 |
STOCK OPTIONS AND WARRANTS (D58
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 0 | 0 |
Number of Shares, Issued | 3,000,000 | 0 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Outstanding | 3,000,000 | 0 |
Weighted Average Price Per Share, Outstanding | $ 0 | $ 0 |
Weighted Average Price Per Share, Issued | 1.35 | 0 |
Weighted Average Price Per Share, Exercised | 0 | 0 |
Weighted Average Price Per Share, Expired | 0 | 0 |
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 0 |
Non Employees [Member] | Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 4,195,000 | 4,195,000 |
Number of Shares, Issued | 129,630 | 0 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares, Outstanding | 4,324,630 | 4,195,000 |
Weighted Average Price Per Share, Outstanding | $ 2.36 | $ 2.36 |
Weighted Average Price Per Share, Issued | 1.35 | 0 |
Weighted Average Price Per Share, Exercised | 0 | 0 |
Weighted Average Price Per Share, Expired | 0 | 0 |
Weighted Average Price Per Share, Outstanding | $ 2.32 | $ 2.36 |
STOCK OPTIONS AND WARRANTS (D59
STOCK OPTIONS AND WARRANTS (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 0 | $ 0 |
Number of Shares, Outstanding | 3,000,000 | 0 | 0 |
Options Outstanding Weighted Average Remaining Life in Years | 8 years | ||
Options Exercisable | 0 |
STOCK OPTIONS AND WARRANTS (D60
STOCK OPTIONS AND WARRANTS (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Shares, Outstanding | 0 | 0 |
Number of Shares, Granted | 3,000,000 | 0 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares, Outstanding | 3,000,000 | 0 |
Weighted Average Price Per Share, Outstanding | $ 0 | $ 0 |
Weighted Average Price Per Share, Granted | 1.35 | 0 |
Weighted Average Price Per Share, Exercised | 0 | 0 |
Weighted Average Price Per Share, Expired | 0 | 0 |
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 0 |
STOCK OPTIONS AND WARRANTS (D61
STOCK OPTIONS AND WARRANTS (Details Textual) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | |
Shares price of common stock | $ / shares | $ 1.35 | $ 1.35 |
Warrant to purchase common stock | 129,630 | 129,630 |
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 | $ 1.35 |
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 |
Warrants Not Settleable in Cash [Member] | ||
Warrant to purchase common stock | 2,449,630 | 2,449,630 |
Warrants Settleable in Cash [Member] | ||
Warrant to purchase common stock | 1,875,000 | 1,875,000 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Dec. 31, 2015 | May. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash | $ 1,594,998 | $ 279,087 | $ 739,158 | |
Accounts receivable | 6,623,894 | 1,804,636 | ||
Total current assets | 9,606,905 | 2,623,648 | ||
Property and equipment, net | 8,613,502 | 8,294,298 | ||
Total assets | 22,623,988 | 11,470,692 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 3,937,244 | 1,457,275 | ||
Total current liabilities | 16,840,802 | 6,376,414 | ||
Long term debt | 8,188,763 | |||
Total liabilities | 19,585,255 | 14,633,875 | ||
Non-controlling interest | 918,990 | 0 | ||
Total liabilities and deficit | 22,623,988 | $ 11,470,692 | ||
B.A.C.K. Center [Member] | ||||
Current assets: | ||||
Cash | 996,986 | $ 679,673 | ||
Accounts receivable | 3,727,419 | 2,179,690 | ||
Other current assets | 819,757 | 786,210 | ||
Total current assets | 5,544,162 | 3,645,573 | ||
Property and equipment, net | 60,978 | 34,685 | ||
Other assets | 18,231 | 26,978 | ||
Total assets | 5,623,371 | 3,707,236 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 962,819 | |||
Due to First Choice Healthcare Solutions, Inc. | 1,729,882 | 0 | ||
Other current liabilities | 427,229 | 882,326 | ||
Total current liabilities | 4,034,801 | 1,845,145 | ||
Long term debt | 1,727,256 | 2,000,777 | ||
Total liabilities | 5,762,057 | 3,845,922 | ||
Non-controlling interest | (138,686) | (138,686) | ||
Total liabilities and deficit | $ 5,623,371 | $ 3,707,236 |
VARIABLE INTEREST ENTITY (Det63
VARIABLE INTEREST ENTITY (Details 1) - USD ($) | Jan. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Net loss | $ (3,421,841) | $ (2,489,539) | |
Loss per common share, basic and diluted | $ (0.17) | $ (0.14) | |
B.A.C.K. Center [Member] | |||
Total Revenue: | $ 22,281,407 | ||
Net loss | $ 3,346,754 | $ 1,951,294 | |
Loss per common share, basic and diluted | $ (0.17) |
VARIABLE INTEREST ENTITY (Det64
VARIABLE INTEREST ENTITY (Details 2) - USD ($) | Dec. 31, 2015 | Oct. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash | $ 1,594,998 | $ 279,087 | $ 739,158 | |
Accounts receivable | 6,623,894 | 1,804,636 | ||
Total current assets | 9,606,905 | 2,623,648 | ||
Property and equipment, net | 8,613,502 | 8,294,298 | ||
Goodwill | 899,465 | 0 | ||
Total assets | 22,623,988 | 11,470,692 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 3,937,244 | 1,457,275 | ||
Total current liabilities | 16,840,802 | 6,376,414 | ||
Deferred rent | 2,141,199 | 0 | ||
Total liabilities | 19,585,255 | 14,633,875 | ||
Equity-First Choice Healthcare Solutions, Inc | 22,868 | 17,951 | ||
Non-controlling interest | 918,990 | 0 | ||
Total liabilities and deficit | 22,623,988 | $ 11,470,692 | ||
Crane Creek Surgery Center [Member] | ||||
Current assets: | ||||
Cash | 559,318 | $ 164,323 | ||
Accounts receivable | 816,889 | 706,957 | ||
Total current assets | 1,376,207 | 871,280 | ||
Property and equipment, net | 712,830 | 690,132 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 2,988,502 | 2,460,877 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 441,368 | 675,125 | ||
Other current liabilities | 251,588 | 251,588 | ||
Total current liabilities | 692,956 | 926,713 | ||
Deferred rent | 532,752 | 554,164 | ||
Total liabilities | 1,225,708 | 1,480,877 | ||
Equity-First Choice Healthcare Solutions, Inc | 705,118 | 140,000 | ||
Non-controlling interest | 1,057,676 | 840,000 | ||
Total liabilities and deficit | $ 2,988,502 | $ 2,460,877 |
VARIABLE INTEREST ENTITY (Det65
VARIABLE INTEREST ENTITY (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Shares price of common stock | $ 1.35 | $ 1.35 | $ 1.35 | |||
Total revenues | $ 19,517,664 | $ 8,102,602 | ||||
Salaries and benefits | 9,337,740 | 4,761,573 | ||||
General and administrative expenses | 7,144,538 | 2,434,259 | ||||
Interest and financing costs | $ (1,220,980) | $ (866,701) | ||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |||
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 | 3,000,000 | ||||
Total revenues | $ 10,392,691 | |||||
Salaries and benefits | 3,928,244 | |||||
General and administrative expenses | 3,928,244 | |||||
Depreciation | 18,404 | |||||
Interest and financing costs | 28,525 | |||||
Crane Creek Surgery Center [Member] | ||||||
Total revenues | $ 1,124,798 | |||||
Salaries and benefits | 311,450 | |||||
General and administrative expenses | 111,009 | |||||
Depreciation | 55,749 | |||||
Miscellaneous income | 3,554 | |||||
Supplies and operating practices | 287,349 | |||||
Amount paid in exchange of investment | 560,000 | 560,000 | $ 560,000 | |||
Cash paid | $ 140,000 | $ 140,000 | 140,000 | |||
Promissory note | $ 420,000 | |||||
Bearing interest rate | 8.00% | 8.00% | 8.00% | |||
Matures date | Apr. 15, 2016 | |||||
Voting Rights, Description | In connection with the investment, the Company is entitled 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek. | |||||
Acquisition voting rights, Description | 40% equity interest along with the 51% voting rights acquired |
NON CONTROLLING INTEREST (Detai
NON CONTROLLING INTEREST (Details) - USD ($) | Jan. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Net loss | $ (3,421,841) | $ (2,489,539) | |||
Non-controlling interest | (217,676) | $ 0 | |||
B.A.C.K. Center [Member] | |||||
Net loss | $ 3,346,754 | $ 1,951,294 | |||
Average Non-controlling interest percentage of profit/losses | 0.00% | ||||
Non-controlling interest | $ 0 | $ 0 | |||
Crane Creek Surgery Center [Member] | |||||
Net loss | $ 362,794 | ||||
Average Non-controlling interest percentage of profit/losses | 60.00% | ||||
Non-controlling interest | $ 217,676 | $ 217,676 |
NON CONTROLLING INTEREST (Det67
NON CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance, Beginning | $ 0 | |||
Non-controlling interest | (217,676) | $ 0 | ||
Balance, Ending | $ 918,990 | $ 918,990 | 918,990 | $ 0 |
Crane Creek Surgery Center [Member] | ||||
Balance, Beginning | 840,000 | |||
Transfer (to) from the non-controlling interest as a result of change in ownership | 0 | |||
Non-controlling interest | 217,676 | 217,676 | ||
Balance, Ending | 1,057,676 | 1,057,676 | 1,057,676 | |
B.A.C.K. Center [Member] | ||||
Balance, Beginning | (138,686) | |||
Transfer (to) from the non-controlling interest as a result of change in ownership | 0 | |||
Non-controlling interest | 0 | 0 | ||
Balance, Ending | $ (138,686) | $ (138,686) | $ (138,686) |
NON CONTROLLING INTEREST (Det68
NON CONTROLLING INTEREST (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Dec. 31, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 |
Crane Creek Surgery Center [Member] | |||
Amount paid in exchange of investment | $ 560,000 | ||
Cash paid | 140,000 | ||
Promissory note | $ 420,000 | ||
Bearing interest rate | 8.00% | ||
Matures date | Apr. 15, 2016 | ||
Voting Rights, Description | In connection with the investment, the Company is entitled 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek. | ||
Acquisition voting rights, Description | 40% equity interest along with the 51% voting rights acquired |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Net patient service revenue | $ 17,770,697 | $ 7,053,603 | |
Rental revenue | 1,746,967 | 1,048,999 | |
Total revenue | 19,517,664 | 8,102,602 | |
Operating expenses: | |||
Salaries & benefits | 9,337,740 | 4,761,573 | |
Other operating expenses | 2,099,568 | 1,897,780 | |
General and administrative | 7,144,538 | 2,434,259 | |
Litigation settlement | 2,017,208 | 0 | |
Depreciation and amortization | 852,985 | 552,084 | |
Total operating expenses | 21,452,039 | 9,645,696 | |
Net income (loss) from operations: | (1,934,375) | (1,543,094) | |
Interest expense | (1,220,980) | (866,701) | |
Amortization of financing costs | (75,833) | (82,744) | |
Other income (expense) | 27,023 | 3,000 | |
Net Income (loss) before income taxes: | (3,204,165) | (2,489,539) | |
Income taxes | 0 | 0 | |
Net income (loss) | (3,204,165) | (2,489,539) | |
Non-controlling interest | (217,676) | 0 | |
Net Loss | (3,421,841) | (2,489,539) | |
Assets, Total | 22,623,988 | 11,470,692 | |
Assets acquired | 206,325 | 145,225 | |
Marina Towers [Member] | |||
Revenue: | |||
Net patient service revenue | 0 | 0 | |
Rental revenue | 1,558,083 | 1,483,948 | |
Total revenue | 1,558,083 | 1,483,948 | |
Operating expenses: | |||
Salaries & benefits | 12,000 | 12,000 | |
Other operating expenses | 443,367 | 430,041 | |
General and administrative | 112,920 | ||
Litigation settlement | 0 | 89,359 | |
Depreciation and amortization | 278,611 | 276,666 | |
Total operating expenses | 846,898 | 808,066 | |
Net income (loss) from operations: | 711,185 | 675,882 | |
Interest expense | (442,505) | (451,962) | |
Amortization of financing costs | (57,348) | (57,348) | $ (57,348) |
Other income (expense) | 23,469 | 3,000 | |
Net Income (loss) before income taxes: | 234,801 | 169,572 | |
Income taxes | 0 | 0 | |
Net income (loss) | 234,801 | 169,572 | |
Non-controlling interest | 0 | ||
Net Loss | 234,801 | ||
Assets, Total | 6,309,955 | 6,726,759 | |
Assets acquired | 59,345 | 16,758 | |
FCID Medical [Member] | |||
Revenue: | |||
Net patient service revenue | 7,537,761 | 7,053,603 | |
Rental revenue | 0 | 0 | |
Total revenue | 7,537,761 | 7,053,603 | |
Operating expenses: | |||
Salaries & benefits | 3,421,210 | 3,733,140 | |
Other operating expenses | 1,861,195 | 1,902,688 | |
General and administrative | 1,246,383 | ||
Litigation settlement | 401,958 | 1,168,826 | |
Depreciation and amortization | 266,025 | 256,318 | |
Total operating expenses | 7,196,771 | 7,060,972 | |
Net income (loss) from operations: | 340,990 | (7,369) | |
Interest expense | (243,531) | (225,427) | |
Amortization of financing costs | (10,582) | (25,396) | |
Other income (expense) | 0 | 0 | |
Net Income (loss) before income taxes: | 86,877 | (258,192) | |
Income taxes | 0 | 0 | |
Net income (loss) | 86,877 | (258,192) | |
Non-controlling interest | 0 | ||
Net Loss | 86,877 | ||
Assets, Total | 4,391,192 | 4,407,749 | |
Assets acquired | 23,837 | 128,467 | |
Brevard Orthopaedic [Member] | |||
Revenue: | |||
Net patient service revenue | 9,108,139 | ||
Rental revenue | 681,227 | ||
Total revenue | 9,789,366 | ||
Operating expenses: | |||
Salaries & benefits | 4,084,312 | ||
Other operating expenses | 0 | ||
General and administrative | 3,738,436 | ||
Litigation settlement | 0 | ||
Depreciation and amortization | 18,404 | ||
Total operating expenses | 7,841,152 | ||
Net income (loss) from operations: | 1,948,214 | ||
Interest expense | (20,621) | ||
Amortization of financing costs | (7,903) | ||
Other income (expense) | 0 | ||
Net Income (loss) before income taxes: | 1,919,690 | ||
Income taxes | 0 | ||
Net income (loss) | 1,919,690 | ||
Non-controlling interest | 0 | ||
Net Loss | 1,919,690 | ||
Assets, Total | 5,623,370 | 0 | |
Assets acquired | 44,696 | ||
The Crane Center [Member] | |||
Revenue: | |||
Net patient service revenue | 1,124,797 | ||
Total revenue | 1,124,797 | ||
Operating expenses: | |||
Salaries & benefits | 311,450 | ||
Other operating expenses | 287,349 | ||
General and administrative | 111,009 | ||
Litigation settlement | 0 | ||
Depreciation and amortization | 55,749 | ||
Total operating expenses | 765,557 | ||
Net income (loss) from operations: | 359,240 | ||
Interest expense | (10,545) | ||
Amortization of financing costs | 0 | ||
Other income (expense) | 3,554 | ||
Net Income (loss) before income taxes: | 352,249 | ||
Income taxes | 0 | ||
Net income (loss) | 352,249 | ||
Non-controlling interest | (217,676) | ||
Net Loss | 134,573 | ||
Assets, Total | 3,013,011 | 0 | |
Assets acquired | 78,447 | ||
Corporate [Member] | |||
Revenue: | |||
Net patient service revenue | 0 | 0 | |
Rental revenue | 0 | 0 | |
Total revenue | 0 | 0 | |
Operating expenses: | |||
Salaries & benefits | 1,508,768 | 1,016,433 | |
Other operating expenses | 0 | 0 | |
General and administrative | 1,935,790 | ||
Litigation settlement | 1,615,250 | 1,176,074 | |
Depreciation and amortization | 234,196 | 19,100 | |
Total operating expenses | 5,294,004 | 2,211,607 | |
Net income (loss) from operations: | (5,294,004) | (2,211,607) | |
Interest expense | (503,778) | (189,312) | |
Amortization of financing costs | 0 | 0 | |
Other income (expense) | 0 | 0 | |
Net Income (loss) before income taxes: | (5,797,782) | (2,400,919) | |
Income taxes | 0 | 0 | |
Net income (loss) | (5,797,782) | (2,400,919) | |
Non-controlling interest | 0 | ||
Net Loss | (5,797,782) | ||
Assets, Total | 3,286,460 | 336,184 | |
Assets acquired | 0 | 0 | |
Intersegment Elimination [Member] | |||
Revenue: | |||
Net patient service revenue | 0 | 0 | |
Rental revenue | (492,343) | (434,949) | |
Total revenue | (492,343) | (434,949) | |
Operating expenses: | |||
Salaries & benefits | 0 | 0 | |
Other operating expenses | (492,343) | (434,949) | |
General and administrative | 0 | ||
Litigation settlement | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Total operating expenses | (492,343) | (434,949) | |
Net income (loss) from operations: | 0 | 0 | |
Interest expense | 0 | 0 | |
Amortization of financing costs | 0 | 0 | |
Other income (expense) | 0 | 0 | |
Net Income (loss) before income taxes: | 0 | 0 | |
Income taxes | 0 | 0 | |
Net income (loss) | 0 | 0 | |
Non-controlling interest | 0 | ||
Net Loss | 0 | ||
Assets, Total | 0 | 0 | |
Assets acquired | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES70
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | |
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 | $ 13,827,174 |
COMMITMENTS AND CONTINGENCIES71
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 25, 2014 | Dec. 31, 2015 | Nov. 06, 2015 | Nov. 03, 2015 | Nov. 02, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Line Items] | ||||||
Lease expense | $ 2,360,986 | |||||
Common stock shares issued | 22,867,626 | 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 | |||||
Employment Agreement with Christian Romandetti [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Officers' Compensation | $ 250,000 | |||||
Minimum Increase In Annual Base Salary Percentage | 5.00% | |||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 0 | |||||
Annual Revenue Milestones To Be Achieved For 10 Of Bonus | 7,100,000 | |||||
Annual Revenue Milestones To Be Achieved For 800 Percent Of Bonus | 100,000,000 | |||||
Annual Strategic Bonus Amount | $ 100,000 | |||||
Employee Service Restricted Stock Compensation Percent | 100.00% | |||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Exercise Price Terms | The exercise price of the options will be the fair market value of the average closing price of the stock during the first calendar month after the end of the fiscal year. Mr. Romandetti shall have up to five years from the date of the annual option grant to exercise the option | |||||
Employee Service Restricted Stock Compensation Terms | The fair market value of the restricted stock grant shall be determined using the average closing price of the common stock during the first calendar month after the end of the fiscal year. | |||||
MedTRX Collection Services [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Cash paid | $ 650,000 | $ 650,000 | ||||
Cash consideration facility | 500,000 | 500,000 | ||||
Common stock shares issued | 400,000 | |||||
MedTRX Collection Services [Member] | Second non-interest bearing promissory notes [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Cash paid | 100,000 | |||||
MedTRX Collection Services [Member] | First non-interest bearing promissory notes [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Cash paid | $ 550,000 | $ 550,000 | ||||
MedTRX Collection Services [Member] | Restricted Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Common stock shares issued | 400,000 | 400,000 | ||||
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 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Net Loss | $ (3,421,841) | $ (2,489,539) |
Basic net loss per share | $ (0.14) | $ (0.17) |
Weighted average common shares outstanding-basic | 20,117,582 | 17,249,921 |
Diluted net loss share | $ (0.14) | $ (0.14) |
Weighted average common shares outstanding-Diluted | 20,117,582 | 17,249,921 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 201,500 | $ 210,000 |
Less valuation allowance | (201,500) | (210,000) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current tax (benefit) | $ 0 | $ 0 |
Adjustment for prior year accrual | 0 | 0 |
Net provision (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 35.00% | 35.00% |
State income taxes net of Federal benefit | 3.60% | 3.60% |
Provision for Federal taxes difference | 38.60% | 38.60% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | Dec. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forward | $ 5,500,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Nov. 02, 2015 | Mar. 31, 2016 | Jul. 25, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||
Cash paid for settlement of agreement | $ (50,749) | $ 0 | |||
MedTRX [Member] | |||||
Subsequent Event [Line Items] | |||||
Balance due | $ 93,281 | ||||
Total damages | $ 3,000,000 | ||||
Cash Consideration | $ 500,000 | ||||
Cash paid for settlement of agreement | $ 650,000 | ||||
Restricted shares of the Company's common stock | 400,000 | ||||
MedTRX [Member] | Promissory Note One [Member] | |||||
Subsequent Event [Line Items] | |||||
Non-interest bearing promissory notes | $ 550,000 | ||||
MedTRX [Member] | Promissory Note Two [Member] | |||||
Subsequent Event [Line Items] | |||||
Non-interest bearing promissory notes | $ 100,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase price | $ 15,450,000 | ||||
Net cash proceeds from the sale | $ 8,000,000 | ||||
Lease period | 10 years | ||||
Lease renewal term | 5 years | ||||
Lease expiration | Dec. 31, 2026 |