Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 30, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | ||
Entity Central Index Key | 1,416,876 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | true | ||
Amendment Description | First Choice Healthcare Solutions, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A because the original 10-K file (the Original Filing) was an internal draft inadvertently filed by the Companys filing agent. The purpose of this Amendment No. 1 is to supersede the Original Filing in its entirety. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 19,222,696 | ||
Entity Common Stock, Shares Outstanding | 26,803,994 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash (amounts related to VIE of $708,858 and $1,556,303) | $ 4,593,638 | $ 1,594,998 |
Cash-restricted | 359,414 | |
Accounts receivable, net (amounts related to VIE of 6,010,961 and 4,544,308) | 9,536,830 | 6,623,894 |
Employee loans (amounts related to VIE of $491,850 and $636,293) | 820,341 | 672,293 |
Prepaid and other current assets (amounts related to VIE of $329,427 and $183,465) | 422,512 | 316,773 |
Capitalized financing costs, current portion (amounts related to VIE of $-0- and $1,317) | 39,533 | |
Total current assets | 15,373,321 | 9,606,905 |
Property, plant and equipment, net of accumulated depreciation of $1,165,219 and $3,075,648 (amounts related to VIE of $693,629 and $773,808) | 2,544,816 | 8,613,502 |
Other assets (amounts related to VIE of $921,470 and $916,379) | 4,227,957 | 4,403,581 |
Total assets | 22,146,094 | 22,623,988 |
Current liabilities | ||
Accounts payable and accrued expenses (amounts related to VIE of $1,366,143 and $2,319,056) | 2,083,231 | 3,937,244 |
Accounts payable, related party (amount related to VIE of $251,588) | 251,588 | 251,588 |
Stock based payable | 1,198,900 | |
Advances | 43,082 | |
AMT Tax Payable | 181,029 | |
Settlement payable | 600,000 | |
Line of credit, short term (amount related to VIE of $439,524 and $416,888) | 1,539,524 | 2,566,888 |
Note payable, related party, current portion (amount related to VIE of $-0- and $428,645) | 428,645 | |
Notes payable, current portion (amount related to VIE of $-0- and $10,341) | 519,452 | 7,652,941 |
Unearned revenue | 26,936 | 42,704 |
Deferred rent, short term portion (amount related to VIE of $237,923) | 237,923 | 118,810 |
Total current liabilities | 4,839,683 | 16,840,802 |
Commitments and contingencies | ||
Long term debt: | ||
Deposits held | 41,930 | 67,432 |
Notes payable, long term portion | 14,531 | 535,822 |
Deferred rent, long term portion (amount related to VIE of $2,214,909 and $2,141,199) | 2,293,594 | 2,141,199 |
Total long term debt | 2,350,055 | 2,744,453 |
Total liabilities | 7,189,738 | 19,585,255 |
Equity | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized, Nil issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 24,631,327 and 22,867,626 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 24,631 | 22,868 |
Common stock subscription | 175,000 | |
Additional paid in capital | 24,020,610 | 21,196,792 |
Accumulated deficit | (10,100,534) | (19,274,917) |
Total stockholders' equity attributable to First Choice Healthcare Solutions, Inc. | 13,944,707 | 2,119,743 |
Non-controlling interest (note 16) | 1,011,649 | 918,990 |
Total equity | 14,956,356 | 3,038,733 |
Total liabilities and equity | $ 22,146,094 | $ 22,623,988 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid and other current assets | $ 422,512 | $ 316,773 |
Other assets | 4,227,957 | 4,403,581 |
Accumulated depreciation of property plant and equipment (in dollars) | 1,165,219 | 3,075,648 |
Accounts payable and accrued expenses | 2,083,231 | 3,937,244 |
Accounts payable, related party | 251,588 | 251,588 |
Line of credit, short term | 1,539,524 | 2,566,888 |
Note payable, related party | 428,645 | |
Notes payable, current portion | 519,452 | 7,652,941 |
Deferred rent, short term portion | 237,923 | 118,810 |
Deferred rent, long term portion | $ 2,293,594 | $ 2,141,199 |
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 | 24,631,327 | 22,867,626 |
Common stock, shares outstanding | 24,631,327 | 22,867,626 |
VIE [Member] | ||
Cash Related to VIE | $ 708,858 | $ 1,556,303 |
Accounts receivable | 6,560,961 | 4,544,308 |
Employee loans | 491,850 | 636,293 |
Prepaid and other current assets | 329,427 | 183,465 |
Other assets | 921,470 | 916,379 |
Accumulated Capitalized Interest Costs | 0 | 1,317 |
Accumulated depreciation of property plant and equipment (in dollars) | 693,629 | 773,808 |
Accounts payable and accrued expenses | 1,366,143 | 2,319,056 |
Accounts payable, related party | 251,588 | 251,588 |
Line of credit, short term | 439,524 | 416,888 |
Note payable, related party | 0 | 428,645 |
Notes payable, current portion | 0 | 10,341 |
Deferred rent, short term portion | 237,923 | 237,923 |
Deferred rent, long term portion | $ 2,214,909 | $ 2,141,199 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||
Patient service revenue | $ 27,978,106 | $ 18,425,506 |
Provision for bad debts | (924,916) | (654,809) |
Net patient service revenue less provision for bad debts | 27,053,190 | 17,770,697 |
Rental revenue | 2,410,892 | 1,746,967 |
Total revenue | 29,464,082 | 19,517,664 |
Operating expenses: | ||
Salaries and benefits | 12,570,398 | 9,337,740 |
Other operating expenses | 5,912,655 | 2,099,568 |
General and administrative | 10,019,667 | 7,144,538 |
Litigation settlement | 2,017,208 | |
Depreciation and amortization | 821,709 | 852,985 |
Total operating expenses | 29,324,429 | 21,452,039 |
Net income (loss) from operations | 139,653 | (1,934,375) |
Other income (expense): | ||
Gain on sale of property and improvements | 9,207,846 | |
Miscellaneous income (expense) | 278,358 | 27,023 |
Amortization financing costs | (15,654) | (75,833) |
Interest expense, net | (343,161) | (1,220,980) |
Total other income (expense) | 9,127,389 | (1,269,790) |
Net income (loss) before provision for income taxes | 9,267,042 | (3,204,165) |
Income taxes (benefit) | ||
Net income (loss) | 9,267,042 | (3,204,165) |
Non-controlling interest (note 15) | (92,659) | (217,676) |
NET INCOME (LOSS) ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ 9,174,383 | $ (3,421,841) |
Net income (loss) per common share, basic | $ 0.38 | $ (0.17) |
Net income (loss) per common share, diluted | $ 0.36 | $ (0.17) |
Weighted average number of common shares outstanding, basic | 23,843,239 | 20,117,582 |
Weighted average number of common shares outstanding, diluted | 23,309,905 | 20,117,582 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Common Stock Subscriptions | Accumulated Deficit | Non-controlling Interest | Total |
Beginning Balance, Amount at Dec. 31, 2014 | $ 17,951 | $ 12,671,942 | $ (15,853,076) | $ (3,163,183) | ||
Beginning Balance, Shares at Dec. 31, 2014 | 17,951,055 | |||||
Common stock issued for services rendered, Amount | $ 1,559 | 1,682,217 | 1,683,776 | |||
Common stock issued for services rendered, Shares | 1,559,178 | |||||
Common stock issued in settlement of notes payable and accrued interest, Amount | $ 2,237 | 2,234,670 | 2,236,907 | |||
Common stock issued in settlement of notes payable and accrued interest, Shares | 2,236,907 | |||||
Common stock issued in settlement of advances and accrued interest, Amount | $ 486 | 654,921 | 655,407 | |||
Common stock issued in settlement of advances and accrued interest, Shares | 485,486 | |||||
Common stock issued in connection with loan extension, Amount | $ 200 | 226,800 | 227,000 | |||
Common stock issued in connection with loan extension, Shares | 200,000 | |||||
Common stock issued in settlement of litigation, Amount | $ 435 | 499,815 | (500,250) | |||
Common stock issued in settlement of litigation, 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 income | (3,421,841) | 217,676 | (3,204,165) | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 22,868 | 21,196,792 | 175,000 | (19,274,917) | 918,990 | 3,038,733 |
Ending Balance, Shares at Dec. 31, 2015 | 22,867,626 | |||||
Common stock issued for services rendered, Amount | $ 1,473 | 1,288,012 | 1,289,485 | |||
Common stock issued for services rendered, Shares | 1,474,071 | |||||
Common stock issued in connection with loan extension, Amount | $ 100 | 91,900 | 92,000 | |||
Common stock issued in connection with loan extension, Shares | 100,000 | |||||
Common stock issued in settlement of litigation, Amount | ||||||
Common stock issued in settlement of common stock subscription, Amount | $ 130 | 174,870 | (175,000) | |||
Common stock issued in settlement of common stock subscription, Shares | 129,630 | |||||
Common stock issued in exchange for previous issued warrants, Amount | $ 60 | (60) | ||||
Common stock issued in exchange for previous issued warrants, Shares | 60,000 | |||||
Common stock issuable in settlement of convertible debt | 1,400,000 | 1,400,000 | ||||
Cash paid to purchase previously issued warrants | (600,000) | (600,000) | ||||
Stock based compensation | 469,096 | 469,096 | ||||
Proceeds from common stock subscription | ||||||
Fair value of options issued to acquire management control of variable interest entity | ||||||
Net income | 9,174,383 | 92,659 | 9,267,042 | |||
Ending Balance, Amount at Dec. 31, 2016 | $ 24,631 | $ 24,020,610 | $ (10,100,534) | $ 1,011,649 | $ 14,956,356 | |
Ending Balance, Shares at Dec. 31, 2016 | 24,631,327 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ 9,267,042 | $ (3,204,165) |
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 821,709 | 852,985 |
Amortization of financing costs | 15,654 | 75,833 |
Bad debt expense | 924,916 | 654,809 |
Gain (loss) on sale of property | (9,212,346) | 1,908 |
Common stock issued in connection with loan extension | 227,000 | |
Common stock issued in settlement of litigation | 500,250 | |
Note payable issued in settlement of litigation | 50,749 | |
Stock-based compensation | 1,276,681 | 2,344,927 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,837,852) | (2,587,420) |
Prepaid expenses and other | (105,739) | 149,101 |
Restricted funds | 359,414 | (41,155) |
Employee loans | (148,048) | (198,661) |
Accounts payable and accrued expenses | (2,498,028) | 922,295 |
Settlement payable | (600,000) | 600,000 |
Deposits | (25,502) | (5,469) |
Deferred rent | 271,508 | 137,002 |
Unearned income | (15,768) | 3,941 |
Net cash (used in) provided by operating activities | (3,506,359) | 483,930 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash from variable interest entity | 843,996 | |
Proceeds from sale of property | 15,113,497 | 11,241 |
Payment of acquisition deposit | (560,000) | |
Purchase of equipment | (254,627) | (206,325) |
Net cash provided by investing activities | 14,858,870 | 88,912 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
(Repayments) proceeds from advances | (43,082) | 474,488 |
Proceeds from notes payable, related party | 420,000 | |
Proceeds from common stock subscription | 175,000 | |
Payments on lines of credit | 372,636 | 447,562 |
Payment to acquire previously issued warrants | (600,000) | |
Net payments on notes payable | (8,083,425) | (773,981) |
Net cash (used in) provided by financing activities | (8,353,871) | 743,069 |
Net increase in cash and cash equivalents | 2,998,640 | 1,315,911 |
Cash and cash equivalents, beginning of period | 1,594,998 | 279,087 |
Cash and cash equivalents, end of period | 4,593,638 | 1,594,998 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 339,722 | 925,045 |
Cash paid during the period for taxes | ||
Supplemental disclosure on non-cash investing and financing activities: | ||
Common stock issued in settlement of accrued expenses | 1,290,900 | 15,000 |
Common stock issuable in settlement of convertible line of credit | 1,400,000 | |
Common stock issued to acquire previously issued warrant | 80,400 | |
Common stock issued for future services | 1,153,777 | |
Common stock issued in settlement of related party advances | 655,407 | |
Common stock issued in settlement of convertible note and interest | 2,236,907 | |
Fair value of options issued to acquire management control of variable interest entity | 3,226,427 | |
Assets acquired from consolidation of variable interest entities | 5,294,412 | |
Liability incurred from consolidation of variable interest entities | $ 5,294,680 |
ORGANIZATION, BUSINESS AND PRIN
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Dec. 31, 2016 | |
Basis Of Presentation | |
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 under went 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 Orthopedic Spine & Pain Clinic, Inc. Effective May 1, 2015, the Company, through its 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 we 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. We issued 3,000,000 options to purchase our Companys Common Stock at $1.35 per share with vesting contingent on The B.A.C.K. Center employees signing employment contracts with First Choice - Brevard. The initial term of the Agreement relating to the options expired on December 31, 2016, with the Company having the right to extend the term until December 31, 2023. We exercised our option to extend the term until December 31, 2017. 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 VIEs 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 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 entitys assets, liabilities, and operations are consolidated with those of the Company, and the non-controlling interest in the entity is included in the Companys 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: 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, 2016 | |
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, provision against bad debt, the fair value of the Companys 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 patients ability to pay. Therefore, The Companys 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 Companys reports. These estimates are based upon the 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 Companys patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. Rental revenue FCID Holdings 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 38,334 square feet of commercial office space to non-affiliated tenants. Our corporate headquarters and FCID Holdings offices currently utilize 4,274 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 21,902 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. In September 2016, both FCID Holdings and MTMC of Melbourne were dissolved and Marina Towers, LLC became wholly owned by First Choice Healthcare Solutions, Inc. 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, 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 the facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). In addition, TBC subleases approximately 29,629 square feet of commercial office space to affiliated and non-affiliated tenants, including 18,828 square feet to Crane Creek Surgery Center (CCSC), located at 2222 South Harbor City Boulevard, Melbourne, Florida 32901, which is also TBCs main medical practice location. Cash Cash consists 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, 2016, the Company had $4,593,638 cash, of which $708,858 was held by VIE. As of December 31, 2015, the Company had $1,594,998 cash, of which $1,556,303 was held by VIE. Concentrations of credit risk The Companys financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Companys 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 receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its 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 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, 2016 and December 31, 2015, the Companys provision for bad debts was $3,680,837 and $2,498,398, 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 Companys 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 Companys 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, 2016 and 2015 was $19,100 and $19,100, respectively. Accumulated amortizations of Patent costs were $57,300 and $38,200 at December 31, 2016 and 2015, respectively. Patient list Patient list is comprised of acquired patients in connection with the acquisition of First Choice - Brevard and is amortized ratably over the estimated useful life of 15 years. The amortization for the year ended December 31, 2016 and 2015 was $20,000 and $20,000, respectively. Accumulated amortization of patient list costs was $95,000 and $75,000 at December 31, 2016 and 2015, 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, 2016, 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, 2016. 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, 2016. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from managements estimates. Net income (loss) per share The Company computes basic net income per share by dividing net income 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 income per share for the year ended December 31, 2016 and 2015 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: 2016 2015 Convertible notes and line of credit 800,000 2,566,888 Warrants to purchase common stock 1,875,000 4,324,630 Options to purchase common stock 3,000,000 3,000,000 Restricted stock awards 660,000 Totals 6,335,000 9,891,518 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. Deferred costs On May 1, 2015, in connection with the Operation and Control Agreement with Brevard Orthopaedic Spine & Pain Clinic, Inc. (The B.A.C.K. Center), the Company reserved 3,000,000 options to purchase the Companys common stock at $1.35 per share, expiring on December 31, 2023 and vesting is contingent on The B.A.C.K. Center employees executing employment agreements with First Choice-Brevard. 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, 2016 and 2015 was $322,644 and $215,096, respectively. Accumulated amortization of the deferred costs was $537,740 and $215,096 at September 30, 2016 and December 31, 2015, respectively. 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, Doctors Surgical Partnership, LTD. In accordance with the equity method of accounting, investments in non-consolidated affiliates are carried at cost and adjusted for the Companys proportionate share of their undistributed earnings or losses. 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 Companys consolidated financial statements as of December 31, 2016 and 2015. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Companys 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. 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 Companys 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, 2016 and 2015, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. Recent accounting pronouncements There are other 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 Companys 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. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2016 | |
Liquidity Disclosures [Abstract] | |
LIQUIDITY | NOTE 3 LIQUIDITY The Company incurred various non-recurring expenses in 2016 in connection with the planned development of its Healthcare Services Business. Management believes continued growth of earnings before interest, taxes, depreciation and amortization in 2017 will support improved liquidity. On June 13, 2013, the Companys subsidiary, First Choice Brevard entered into a loan and security agreement with C.T. Capital, Ltd., d/b/a C.T. 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 C.T. Capital, the Company reduced the annual interest rate from 12% per annum to 6% per annum in exchange for the issuance to C.T. Capital of 100,000 restricted shares of the Companys 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 Companys common stock. On March 30, 2017, the Companys Loan and Security Agreement with C.T. Capital, Ltd. (Lender) was amended to extend the Maturity Date to June 30, 2018 (the Loan) and further provide that neither the Company nor Lender shall effectuate any conversion of the Loan to the extent that after giving effect to any such conversion, the Lender would beneficially own in excess of 9.99% of the number of shares of our Companys shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Loan by the Lender. The $500,000 increase may be repaid at any time, and is not subject to the conversion provision set forth in the loan agreement. All other terms and conditions of the loan agreement remain in full force and effect. As of December 31, 2016, the Company had used $1,100,000 of the amount available under the line of credit. (See Note 8 Lines of Credit). Up until its sale and leaseback on March 31, 2016, Marina Towers, a 78,000 square foot, Class A, six-story building located on the Indian River in Melbourne, Florida, was owned by our wholly owned subsidiaries, FCID Holdings, Inc. (FCID Holdings), which held 99% ownership, and MTMC of Melbourne, Inc., which held 1% ownership. 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. In September 2016, both FCID Holdings and MTMC of Melbourne were dissolved and Marina Towers, LLC became wholly owned by First Choice Healthcare Solutions, Inc. Marina Towers subleases 38,334 square feet of commercial office space to non-affiliated tenants. In addition, TBC subleases 29,629 square feet of commercial office space to affiliated and non-affiliated tenants, including 18,828 square feet to Crane Creek Surgery Center (CCSC), located at 2222 South Harbor City Boulevard, Melbourne, Florida 32901, which is also TBCs main medical practice location. The Company believes that the current positive cash balance, along with continued execution of its business development plan, will allow the Company to further improve its working capital; and currently anticipates that it will have sufficient capital resources to meet projected cash flow requirements through the date that is one year and one day from the filing of this report. However, in order to execute the Companys business development plan, which there can be no assurance we will achieve, 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, 2016 | |
Cash - Restricted | |
CASH - RESTRICTED | NOTE 4 CASH RESTRICTED Cash-restricted was comprised of funds deposited to and held by the mortgage lender for payments of property taxes, insurance, replacements and major repairs of the Companys 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. In conjunction with the sale of Marina Towers (see Note 5) in March 2016, any remaining restricted cash was returned to operating funds. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 5 PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2016 and 2015 are as follows: 2016 2015 Land $ $ 1,000,000 Building 3,055,168 Building improvements 185,213 4,211,749 Computer equipment 370,561 340,065 Medical equipment 2,940,055 2,822,027 Office equipment 214,206 260,141 3,710,035 11,689,150 Less: accumulated depreciation (1,165,219 ) (3,075,648 ) $ 2,544,816 $ 8,613,502 During the year ended December 31, 2016 and 2015, depreciation expense charged to operations was $459,965 and $598,789, respectively. During the year ended December 31, 2016, the Company sold equipment for proceeds of $45,000, recognizing a gain on sale of equipment of $18,879. Sale/Leaseback On March 31, 2016, the Company sold Marina Towers, a 78,000 square-foot medical office building for a purchase price of $15.45 million to Global Medical REIT Inc. 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 entire facility was leased back to Marina Towers, LLC, a wholly owned subsidiary of the Company, via a 10-year absolute triple-net master lease agreement that expires in 2026. The Company 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 Company does not have any residual interest nor the option to repurchase the facility at the end of the lease term. The lease is classified as an operating lease and as such recorded a gain on sale of property of $9,188,968 during the year ended December 31, 2016. 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, 2017 $ 1,104,675 Year ended December 31, 2018 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 and thereafter 6,515,730 $ 11,051,863 For the year ended December 31, 2016, the Company collected $1,167,409 in net rental revenue from third-party tenants of Marina Towers. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
OTHER ASSETS | NOTE 6 OTHER ASSETS Other assets are comprised of the following: 2016 2015 Goodwill (amount relating to VIE of $899,465) $ 899,465 $ 899,465 Deferred costs, net of amortization of $537,740 and $215,096 2,688,687 3,011,331 Patient list, net of accumulated amortization of $95,000 and $75,000 205,000 225,000 Patents, net of accumulated amortization of $57,300 and $38,200 229,200 248,300 Investments (amounts related to VIE of $22,005 and $16,914) 22,005 16,914 Deferred tax asset 181,029 Deposits 2,571 2,571 Total other assets $ 4,227,957 $ 4,403,581 |
ADVANCES
ADVANCES | 12 Months Ended |
Dec. 31, 2016 | |
AdvancesAbstract | |
ADVANCES | NOTE 7 ADVANCES At December 31, 2016 and 2015, the Company received an aggregate of $-0- and $43,082, respectively, as cash advances from non-related parties. The advances are due upon demand with an interest rate of 12% per annum. All advances were repaid in April 2016. |
LINES OF CREDIT
LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2016 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT | NOTE 8 LINES OF CREDIT Line of credit, C.T. Capital On June 13, 2013, the Companys subsidiary, First Choice Brevard entered into a loan and security agreement (the Loan Agreement) with C.T. Capital, Ltd., d/b/a C.T. 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 Companys 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, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into common stock of the Company at a conversion price of $0.75 per share. The Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of commitment. On November 8, 2013, in consideration for the issuance of 100,000 restricted shares of the Companys 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 Companys accounts receivable line of credit from $1,500,000 to $2,000,000. All 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 Companys 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 issued 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 shares were accrued for as of December 31, 2015 and issued in the current quarter. 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 Companys Chief Executive Officer. As of December 31, 2016 and 2015, the outstanding balance was $1,100,000 and $2,150,000, respectively. At December 31, 2016, the Company was obligated, but had not issued, 1,866,677 shares of its common stock in exchange for $1,400,000 in convertible debt. On March 30, 2017, the Companys Loan and Security Agreement with C.T. Capital, Ltd. (Lender) was amended to extend the Maturity Date to June 30, 2018 (the Loan) and further provide that neither the Company nor Lender shall effectuate any conversion of the Loan to the extent that after giving effect to any such conversion, the Lender would beneficially own in excess of 9.99% of the number of shares of our Companys shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Loan by the Lender. (See Note 22 Subsequent Events) 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 eligible accounts receivables. Eligible receivables include all 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, 2016, 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, 2016 and 2015, the outstanding balance on the Loan was $439,524 and $416,888, respectively. |
SETTLEMENT PAYABLE
SETTLEMENT PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Settlement Payable | |
SETTLEMENT PAYABLE | NOTE 9 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 Companys 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, the Company 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, 2016 | |
Note Payable Related Party | |
NOTE PAYABLE, RELATED PARTY | NOTE 10 NOTE PAYABLE, RELATED PARTY Effective October 1, 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 Companys 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 at December 31, 2016 and 2015 was $-0- and $428,645, respectively. This note was paid in full on April 15, 2016. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 - CONVERTIBLE NOTES PAYABLE Hillair Capital Investments 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys common stock; and $580,000 principal amount of the February Periodic Redemption, at $1.00 per share, into 580,000 shares of the Companys common stock. In total, Hillair converted $680,000 principal amount of the Debenture into 780,000 shares of the Companys 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. C.T. Capital, Ltd. On June 13, 2013, the Companys subsidiary, First Choice Brevard entered into a loan and security agreement (the Loan Agreement) with C.T. Capital, Ltd., d/b/a C.T. 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 Companys 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, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into common stock of the Company at a conversion price of $0.75 per share. The Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of commitment. On November 8, 2013, in consideration for the issuance of 100,000 restricted shares of the Companys 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 Companys accounts receivable line of credit from $1,500,000 to $2,000,000. All 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 Companys 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 issued 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 shares were accrued for as of December 31, 2015 and issued in the current quarter. On March 30, 2017, the Companys Loan and Security Agreement with C.T. Capital, Ltd. (Lender) was amended to extend the Maturity Date to June 30, 2018 (the Loan) and further provide that neither the Company nor Lender shall effectuate any conversion of the Loan to the extent that after giving effect to any such conversion, the Lender would beneficially own in excess of 9.99% of the number of shares of our Companys shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Loan by the Lender. (See Note 22 Subsequent Events) 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 Companys Chief Executive Officer. As of December 31, 2016 and 2015, the outstanding balance was $1,100,000 and $2,150,000, respectively. At December 31, 2016, the Company was obligated, but had not issued, 1,866,677 shares of its common stock in exchange for $1,400,000 in convertible debt. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 12 NOTES PAYABLE Notes payable as of December 31, 2016 and 2015 are comprised of the following: 2016 2015 Mortgage Payable $ $ 7,153,262 Note Payable, GE Capital (MRI) 438,736 844,098 Note Payable, GE Capital (X-ray) 48,362 97,232 Note Payable, GE Arm 41,043 67,455 Capital Lease Equipment 5,842 26,716 533,983 8,188,763 Less current portion (519,452 ) (7,652,941 ) $ 14,531 $ 535,822 Mortgage payable On August 12, 2011, the Company refinanced its existing mortgage note payable providing additional working capital funds. The aggregate amount of the note of $7,550,000 with 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. In connection with the sale/leaseback transaction (See Note 5), the Company paid off the outstanding balance on March 31, 2016. 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. On September 27, 2012, the Company accepted the delivery of MRI equipment under the equipment finance lease. As such, the component price 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 price 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 price 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. 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. The lease was paid in full in 2016. Aggregate principal maturities of long-term debt as of December 31, 2016 Amount Year ended December 31, 2017 $ 519,452 Year ended December 31, 2018 14,531 Total $ 533,983 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 RELATED PARTY TRANSACTIONS The Companys President and shareholders have advanced funds to the Company for working capital purposes since the Companys inception. No formal repayment terms or arrangements exist and the Company is not accruing interest on these advances. As of December 31, 2016 and 2015, all advances had been repaid. Effective October 1, 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 Companys 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. This note was paid in full on April 15, 2016. As of March 31, 2016, the Company received an aggregate of $133,796 as cash advances from related parties. The advances were due upon demand with an interest rate of 12% per annum. On April 6, 2016, the Company paid the advances in full. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 14 CAPITAL STOCK Preferred stock The Company is authorized to issue 1,000,000 shares $0.01 par value preferred stock. As of December 31, 2016 and 2015, 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, 2016 and 2015, and 24,631,327 and 22,867,626 shares were issued and outstanding, respectively. 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 129,630 shares of the Companys common stock at an exercise price of $1.35 per share. The shares were subsequently issued in 2016. During the year ended December 31, 2016, the Company issued an aggregate of 100,000 shares of its common stock in connection with an increase in credit line, valued at $92,000, which was expensed in 2015. (See Note 8 Lines of Credit) During the year ended December 31, 2016, the Company issued an aggregate of 1,474,071 shares of its common stock to officers, employees and service providers at an aggregate fair value of $1,289,485, of which $1,198,900 was expensed in 2015. During the year ended December 31, 2016, the Company issued 60,000 shares of its common stock to re-acquire warrants previously issued in connection with the sale of common stock. (See Note 15 Stock Options, Warrants and Restricted Stock Units). At December 31, 2016, the Company was obligated, but had not issued, 1,866,667 shares of its common stock in exchange for $1,400,000 in convertible debt. Stock-based payable At December 31, 2015, the Company was 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 and were subsequently issued in 2016. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 15 STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Options The following table presents information related to stock options at December 31, 2016: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 7.00 Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2014: $ Granted 3,000,000 1.35 Exercised Expired Outstanding at December 31, 2015: 3,000,000 1.35 Granted Exercised Expired Outstanding at December 31, 2016 3,000,000 $ 1.35 Effective May 1, 2015, the Company, through its 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 we 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. We issued 3,000,000 options to purchase our Companys Common Stock at $1.35 per share with vesting contingent on The B.A.C.K. Center employees signing employment contracts with First Choice - Brevard. 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. Warrants The following table summarizes the warrants outstanding and the related exercise prices for the underlying shares of the Companys common stock as of December 31, 2016: Warrants Outstanding Warrants Exercisable Price Outstanding Expiration Date Weighted Price Exercisable Weighted Price $ 3.60 1,875,000 December 31, 2018 $ 3.60 1,875,000 $ 3.60 Transactions involving stock warrants issued are summarized as follows: Number of Shares Weighted Average Price Per Share 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 Issued Exercised Canceled (2,449,630 ) 1.35 Outstanding at December 31, 2016 1,875,000 $ 3.60 On November 2, 2015, the Company issued 129,630 warrants to purchase the Companys common stock at $1.35 per share for five years in connection with the sale of the Companys common stock. On November 15, 2016, the Company re-acquired 2,320,000 warrants to acquire the Companys common stock at an exercise price of $1.35 for a cash payment of $600,000. The determined fair value of the warrant at exchange date of $841,134, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 72.0% and Risk free rate: 0.61%, and remaining life of 1.98 years. On December 27, 2016, the Company re-acquired 129,630 warrants to acquire the Companys common stock at an exercise price of $1.35 in exchange for 60,000 shares of the Companys common stock. The determined fair value of the warrant at exchange date of $89,949, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 70.6% and Risk free rate: 0.89%, and remaining life of 3.85 years. Restricted Stock Units (RSU) The following table summarizes the restricted stock activity for the 12 months ended December 31, 2016: Restricted share units as of December 31, 2014 Granted Forfeited Restricted shares units issued as of December 31, 2015 Granted 660,000 Forfeited Total Restricted Shares Issued at December 31, 2016 660,000 Vested at December 31, 2016 Unvested restricted shares as of December 31, 2016 660,000 On May 31, 2016, the Company granted 150,000 performance-based, restricted stock units vesting over three years based on the achievement of certain defined annual financial benchmarks, pursuant to terms of employment offered to the Companys newly appointed Chief Financial Officer, effective July 11, 2016. The estimated fair value of the granted restricted stock units of $156,000 will be recognized over the vesting period(s). In 2016, the Company granted an aggregate of 510,000 restricted stock units vesting three years from the date of issuance. The estimated fair value of the granted restricted stock units of $527,700 will be recognized over the vesting period(s). The fair value of all restricted stock units vesting during the year ended December 31, 2016 and 2015 of $131,546 and $-0-, respectively, was charged to current period operations. As of December 31, 2016, stock-based compensation related to restricted stock awards of $552,154 remains unamortized and is expected to be amortized over the weighted average remaining period of 2.38 years. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | NOTE 16 VARIABLE INTEREST ENTITY Brevard Orthopaedic Spine & Pain Clinic, Inc. Effective May 1, 2015, the Company, through its 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 we 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. We issued 3,000,000 options to purchase our Companys Common Stock at $1.35 per share with vesting contingent on The B.A.C.K. Center employees signing employment contracts with First Choice Brevard. The initial term of the Agreement relating to the options expired on December 31, 2016, with the Company having the right to extend the term until December 31, 2023. We exercised our option to extend the term until December 31, 2017. 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. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entitys 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 entitys structure, including: the entitys 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 Companys 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 tables below summarize the assets and liabilities associated with The B.A.C.K. Center as of December 31, 2016 and 2015: 2016 2015 Current assets: Cash $ 355,491 $ 996,986 Accounts receivable 4,830,054 3,727,419 Other current assets 691,847 819,757 Total current assets 5,877,392 5,544,162 Property and equipment, net 70,444 60,978 Other assets 22,005 18,231 Total assets $ 5,969,841 $ 5,623,371 2016 2015 Current liabilities: Accounts payable and accrued liabilities $ 904,684 $ 1,877,690 Due to First Choice Healthcare Solutions, Inc. 2,867,539 1,729,882 Other current liabilities 677,446 427,229 Total current liabilities 4,449,669 4,034,801 Long term debt 1,658,858 1,727,256 Total liabilities 6,108,527 5,762,057 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 5,969,841 $ 5,623,371 Total revenues from The B.A.C.K. Center were $14,022,604 for the year ended December 31, 2016. Related expenses consisted primarily of salaries and benefits of $6,588,842, general and administrative expenses of $6,523,334, depreciation of $24,451, interest and financing costs of $14,714; and other income of $268,543 for the year ended December 31, 2016. (See Note 18 Segment Reporting) Total revenues from The B.A.C.K. Center were $9,789,366 from May 1, 2015 through December 31, 2015. Related expenses consisted primarily of salaries and benefits of $4,084,312, general and administrative expenses of $3,928,244, depreciation of $18,404 and interest and financing costs of $28,524. (See Note 18 Segment Reporting) Crane Creek Surgery Center Effective October 1, 2015, the Company, through its then newly formed wholly owned subsidiary, CCSC Holdings, Inc., acquired The promissory note was paid in full on April 15, 2016. In connection with the investment, the Company is entitled to 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 entitys 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 entitys structure, including: the entitys 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 Companys 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 tables below summarize the assets and liabilities associated with the Crane Creek as of December 31, 2016 and 2015: 2016 2015 Current assets: Cash $ 353,367 $ 559,318 Accounts receivable 1,180,907 816,889 Other current assets 129,430 Total current assets 1,663,704 1,376,207 Property and equipment, net 623,185 712,830 Goodwill 899,465 899,465 Total assets $ 3,186,354 $ 2,988,502 2016 2015 Current liabilities: Accounts payable and accrued liabilities $ 461,489 $ 441,368 Other current liabilities 251,588 251,588 Total current liabilities 713,077 692,956 Deferred rent 556,051 532,752 Total liabilities 1,269,128 1,225,708 Equity-First Choice Healthcare Solutions, Inc. 766,891 705,118 Non-controlling interest 1,150,335 1,057,676 Total liabilities and deficit $ 3,186,354 $ 2,988,502 Total revenues from Crane Creek were $5,076,724 for the year ended December 31, 2016. Related expenses consisted primarily of salaries and benefits of $1,219,749, practice supplies and operating expenses of $3,123,964, general and administrative expenses of $491,678, depreciation of $112,595, gain on sale of equipment of $18,878 and miscellaneous income of $6,815 for the year ended December 31, 2016. (See Note 18 Segment Reporting) Total revenues from the Crane Creek were $1,124,797 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 18 Segment Reporting) |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 17 NON-CONTROLLING INTEREST Effective May 1, 2015, the Company, through its 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 we 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. We issued 3,000,000 options to purchase our Companys Common Stock at $1.35 per share with vesting contingent on The B.A.C.K. Center employees signing employment contracts with First Choice Brevard. The initial term of the Agreement relating to the options expired on December 31, 2016, with the Company having the right to extend the term until December 31, 2023. We exercised our option to extend the term until December 31, 2017. A reconciliation of the non-controlling income attributable to the Company: Net loss attributable to non-controlling interest for the year ended December 31, 2016: Net income $ 1,139,806 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net loss attributable to non-controlling interest for the period ended December 31, 2015: Net income $ 1,919,690 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest from May 1, 2015 to December 31, 2016: 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 ) 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, 2016 $ (138,686 ) Effective October 1, 2015, the Company, through its wholly owned subsidiary, CCSC Holdings, Inc., acquired A reconciliation of the non-controlling income attributable to the Company: Net income attributable to non-controlling interest for the year ended December 31, 2016: Net income $ 154,431 Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 92,659 Net income attributable to non-controlling interest for the period from October 1, 2015 to December 31, 2015: Net income $ 362,794 Average non-controlling interest percentage of profit/losses 60 % Net income/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, 2016 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 Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest 92,659 Balance, December 31, 2016 $ 1,150,335 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 18 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 Companys reportable segments. The Company has three reportable segments: FCID Medical, Inc., The B.A.C.K. Center and CCSC Holdings, Inc. (CCSC). All reportable segments derive revenue for medical services provided to patients; and The B.A.C.K Center additionally derives revenue for subleasing space within its building and medical services provided to patients. With the aforementioned sale and leaseback of Marina Towers on March 31, 2016, the Company will no longer report segmented rental revenue received from third-party Marina Tower tenants under the segment heading Marina Towers. Rather, the Company has consolidated rental revenue received from third-party tenants of Marina Towers under the Corporate segment for both the 2016 and 2015 comparable reporting periods; and will continue to do so hereafter. Information concerning the operations of the Companys reportable segments is as follows: Summary Statement of Operations for the year ended December 31, 2016: The FCID B.A.C.K. Intercompany Medical Center CCSC Corporate Eliminations Total Revenue: Net patient service revenue $ 9,357,077 $ 12,619,389 $ 5,076,724 $ $ $ 27,053,190 Rental revenue 1,403,215 1,739,646 (731,969 ) 2,410,892 Total revenue 9,357,077 14,022,604 5,076,724 1,739,646 (731,969 ) 29,464,082 Operating expenses: Salaries & benefits 3,487,594 6,588,842 1,219,749 1,274,213 12,570,398 Other operating expenses 2,175,409 3,123,964 1,345,251 (731,969 ) 5,912,655 General and administrative 1,579,283 6,231,741 491,678 1,716,965 10,019,667 Depreciation and amortization 272,968 24,451 112,595 411,695 821,709 Total operating expenses 7,515,254 12,845,034 4,947,986 4,748,124 (731,969 ) 29,324,429 Net income (loss) from operations: 1,841,823 1,177,570 128,738 (3,008,478 ) 139,653 Interest income (expense) (216,149 ) (13,397 ) (10,087 ) (103,528 ) (343,161 ) Amortization of financing costs (1,317 ) (14,337 ) (15,654 ) Gain on sale of property 18,878 9,188,968 9,207,846 Other income (expense) 268,543 6,815 3,000 278,358 Net income before income taxes: 1,625,674 1,431,399 144,344 6,065,625 9,267,042 Income taxes Net income 1,625,674 1,431,399 144,344 6,065,625 9,267,042 Non-controlling interest (92,659 ) (92,659 ) Net income attributable to First Choice Healthcare Solutions $ 1,625,674 $ 1,431,399 $ 51,685 $ 6,065,625 $ $ 9,174,383 Summary Statement of Operations for the year ended December 31, 2015: The FCID B.A.C.K. Intercompany Medical Center CCSC Corporate Eliminations Total Revenue: Net patient service revenue $ 7,537,761 $ 9,108,139 $ 1,124,797 $ $ $ 17,770,697 Rental revenue 681,227 1,558,083 (492,343 ) 1,746,967 Total revenue 7,537,761 9,789,366 1,124,797 1,558,083 (492,343 ) 19,517,664 Operating expenses: Salaries & benefits 3,421,210 4,084,312 311,450 1,520,768 9,337,740 Other operating expenses 1,861,195 287,349 443,367 (492,343 ) 2,099,568 General and administrative 1,246,383 3,738,436 111,009 2,048,710 7,144,538 Litigation settlement 401,958 1,615,250 2,017,208 Depreciation and amortization 266,025 18,404 55,749 512,807 852,985 Total operating expenses 7,196,771 7,841,152 765,557 6,140,902 (492,343 ) 21,452,039 Net income (loss) from operations: 340,990 1,948,214 359,240 (4,582,819 ) (1,934,375 ) Interest income (expense) (243,531 ) (20,621 ) (10,545 ) (946,283 ) (1,220,980 ) Amortization of financing costs (10,582 ) (7,903 ) (57,348 ) (75,833 ) Other income (expense) 3,554 23,469 27,023 Net income (loss) before income taxes: 86,877 1,919,690 352,249 (5,562,981 ) (3,204,165 ) Income taxes Net income (loss) 86,877 1,919,690 352,249 (5,562,981 ) (3,204,165 ) Non-controlling interest (217,676 ) (217,676 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 86,877 $ 1,919,690 $ 134,573 $ (5,562,981 ) $ $ (3,421,841 ) Selected financial data: FCID The B.A.C.K. Intercompany Medical Center CCSC Corporate Eliminations Total Assets: At December 31, 2016: $ 6,033,019 $ 5,995,253 $ 3,186,354 $ 6,931,468 $ $ 22,146,094 At December 31, 2015: $ 4,391,192 $ 5,623,370 $ 3,013,011 $ 9,596,415 $ $ 22,623,988 Assets acquired: Year ended December 31, 2016 $ 126,314 $ 33,918 $ 44,572 $ 49,823 $ $ 254,627 Year ended December 31, 2015 $ 23,837 $ 44,696 $ 78,447 $ 59,345 $ $ 206,325 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 19 - COMMITMENTS AND CONTINGENCIES 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 Companys 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. Mr. Romandetti signed a waiver and consent to the bonus earned for 2016. 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 Companys 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. Mr. Romandetti signed a waiver and consent to the bonus earned for 2016. In addition, Mr. Romandettis Employment Agreement provides that, upon Mr. Romandettis 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 Corporations usual payroll practices. Employment agreement with Timothy K. Skeldon, CFO The Company entered into an Employment Agreement with Mr. Timothy K. Skeldon, the Companys Chief Financial officer, effective July 11, 2016, whereby Mr. Skeldon receives an annual salary of $250,000 and an additional annual bonus of $25,000 per year for each completed year of employment. Further, Mr. Skeldon was granted a total of 150,000 shares of the Companys Common Stock with a three-year vesting schedule. Up to 50,000 shares per year are eligible to vest based on annual revenue and EBITDA benchmarks agreed upon by Mr. Skeldon and the Company. Shares will be issued on a percentage of actual amounts achieved. Mr. Skeldon will also be eligible to participate in the Companys health and other benefits on the same terms as other Company executives. Employee employment contracts The Company, from time to time, enters into employment contracts with its physicians. These contracts are generally for a three (3) year term; may be terminated for Cause, as defined therein; include customary provisions for restrictive covenants; and provide for compensation that is derived from the revenue generated by work performed by the physicians. As of December 31, 2016, the Company has entered into approximately thirteen (13) physician employment agreements. Litigation Health First Management The B.A.C.K. Center (TBC) has had a claim filed in Brevard County, Florida Circuit Court against Health First Management, Inc. (Health First) due to a contract dispute that predates our Companys involvement with TBC. The dispute is currently in advanced settlement discussions. Irrespective of the settlement outcome, our Company will not receive any settlement fees nor will we be subject to paying any settlement fees. From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business, including potential disputes with patients. 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 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-based rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. 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, 2017 $ 3,444,197 Year ended December 31, 2018 3,444,209 Year ended December 31, 2019 3,444,221 Year ended December 31, 2020 3,444,233 Year ended December 31, 2021 and thereafter 17,221,415 $ 30,998,275 For the year ended December 31, 2016, The B.A.C.K. Center collected $1,403,215 in net rental revenue from affiliated and non-affiliated tenants, including Crane Creek Surgery Center. Sale/Leaseback Effective March 31, 2016, the Company leased Marina Towers under a sale/leaseback transaction (See Note 4), via a 10-year absolute triple-net master lease agreement that expires in 2026. The Company 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 Company does not have any residual interest nor the option to repurchase the facility at the end of the lease term. 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-based rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. 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, 2017 $ 1,104,675 Year ended December 31, 2018 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 and thereafter 6,515,730 $ 11,051,863 For the year ended December 31, 2016, the Company collected $1,167,409 in net rental revenue from third party tenants of Marina Towers. Crane Creek Surgery Center The Crane Creek Surgery Center leases office space under an operating lease that expires in 2024. Terms of the lease agreement provide for rental payments ranging from approximately $76,293 to $92,114 per month. The office space lease includes 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-based rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. The following is a schedule of future minimum lease payments for the operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2017 $ 930,373 Year ended December 31, 2018 955,888 Year ended December 31, 2019 981,850 Year ended December 31, 2020 1,008,537 Year ended December 31, 2021 and thereafter 3,653,868 $ 7,530,516 Guarantees The B.A.C.K. Centers 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. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Income Loss Per Share | |
INCOME (LOSS) PER SHARE | NOTE 20 INCOME (LOSS) PER SHARE The following table presents the computation of basic and diluted loss per share: 2016 2015 Net income (loss) available for common shareholders $ 9,174,383 $ (3,421,841 ) Basic net income (loss) per share $ 0.38 $ (0.17 ) Weighted average common shares outstanding-basic 23,843,239 20,117,582 Diluted net income (loss) share $ 0.36 $ (0.14 ) Weighted average common shares outstanding-Diluted 23,309,905 20,117,582 During the year ended December 31, 2015, 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, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 21 - 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. In the first quarter of 2016, effective March 31, 2016, the Company sold and leased back Marina Towers under a sale/leaseback transaction (See Gain on Sale of Property and Improvements). In connection with the sale, the Company reported a gain on sale of the property of $9,188,968 (GAAP Basis) for the year ended December 31, 2016. There was a Tax Basis gain of approximate $9,051,430. The difference between the GAPP Basis and Tax Basis gain was mainly attributable to depreciation. The gain was offset by Net Operation Losses the Company has generated in prior periods, so no income tax was recorded, but an estimated Alternative Minimum Tax liability of $181,089 was recorded. Offsetting the Alternative Minimum tax recorded is a Deferred Tax Asset of the same amount related to the Alternative Minimum Tax Liability (Alternative Minimum Tax Credit Carryforward). Management believes that it is more likely than not that the Company will utilize the Alternative Minimum Tax Carryforward in future periods, as of the December 31, 2016 reporting period. At December 31, 2016, 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. No income taxes were recorded on the earnings in 2016 and 2015 as a result of the utilization of any carry forwards. Deferred net tax asset consist of the following at December 31, 2016 and 2015: 2016 2015 Deferred tax asset $ 181,089 $ 201,500 Less valuation allowance 0 (201,500 ) Net deferred tax asset $ 181,089 $ 0 The provision for income taxes consists of the following: 2016 2015 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: 2016 2015 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 2012. 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, 2016 and 2015. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 SUBSEQUENT EVENTS On March 30, 2017, the Company issued an aggregate of 306,000 shares of our Common Stock to officers, employees and service providers earned in 2016 but not issued, at an aggregate fair value of $301,800. On March 30, 2017, the Loan Agreement with C.T. Capital, Ltd., d/b/a C.T. Capital, LP, a Florida limited liability partnership (the Lender), was amended to extend the Maturity Date to June 30, 2018 and provide for the understanding that our Company shall not effect any conversion of this Loan and the Lender shall not have the right to convert any portion of the Loan to the extent that after giving effect to the conversion, the Lender would beneficially own in excess of 9.99% of the number of shares of our Companys shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Loan by the Lender. |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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, provision against bad debt, the fair value of the Companys 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 patients ability to pay. Therefore, The Companys 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 Companys reports. These estimates are based upon the 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 Companys patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. Rental revenue FCID Holdings 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 38,334 square feet of commercial office space to non-affiliated tenants. Our corporate headquarters and FCID Holdings offices currently utilize 4,274 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 21,902 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. In September 2016, both FCID Holdings and MTMC of Melbourne were dissolved and Marina Towers, LLC became wholly owned by First Choice Healthcare Solutions, Inc. 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, 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 the facility is leased at the contractual lease rates (or on the basis of discounted rates, if negotiated). In addition, TBC subleases approximately 29,629 square feet of commercial office space to affiliated and non-affiliated tenants, including 18,828 square feet to Crane Creek Surgery Center (CCSC), located at 2222 South Harbor City Boulevard, Melbourne, Florida 32901, which is also TBCs main medical practice location. |
Cash | Cash Cash consists 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, 2016, the Company had $4,593,638 cash, of which $708,858 was held by VIE. As of December 31, 2015, the Company had $1,594,998 cash, of which $1,556,303 was held by VIE. |
Concentrations of credit risk | Concentrations of credit risk The Companys financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Companys 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 Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its 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 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, 2016 and December 31, 2015, the Companys provision for bad debts was $3,680,837 and $2,498,398, 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 Companys 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 Companys 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, 2016 and 2015 was $19,100 and $19,100, respectively. Accumulated amortizations of Patent costs were $57,300 and $38,200 at December 31, 2016 and 2015, 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 for the year ended December 31, 2016 and 2015 was $20,000 and $20,000, respectively. Accumulated amortization of patient list costs was $95,000 and $75,000 at December 31, 2016 and 2015, 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, 2016, 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, 2016. 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, 2016. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from managements estimates. |
Net income (loss) per share | Net income (loss) per share The Company computes basic net income per share by dividing net income 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 income per share for the year ended December 31, 2016 and 2015 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: 2016 2015 Convertible notes and line of credit 800,000 2,566,888 Warrants to purchase common stock 1,875,000 4,324,630 Options to purchase common stock 3,000,000 3,000,000 Restricted stock awards 660,000 Totals 6,335,000 9,891,518 |
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. |
Deferred costs | Deferred costs On May 1, 2015, in connection with the Operation and Control Agreement with Brevard Orthopaedic Spine & Pain Clinic, Inc. (The B.A.C.K. Center), the Company reserved 3,000,000 options to purchase the Companys common stock at $1.35 per share, expiring on December 31, 2023 and vesting is contingent on The B.A.C.K. Center employees executing employment agreements with First Choice-Brevard. 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, 2016 and 2015 was $322,644 and $215,096, respectively. Accumulated amortization of the deferred costs was $537,740 and $215,096 at September 30, 2016 and December 31, 2015, respectively. |
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, Doctors Surgical Partnership, LTD. In accordance with the equity method of accounting, investments in non-consolidated affiliates are carried at cost and adjusted for the Companys proportionate share of their undistributed earnings or losses. |
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 Companys consolidated financial statements as of December 31, 2016 and 2015. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Companys 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. |
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 Companys 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, 2016 and 2015, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. |
Recent accounting pronouncements | Recent accounting pronouncements There are other 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 Companys 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 POLICI30
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies Tables | |
Net Income per share | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2016 2015 Convertible notes and line of credit 800,000 2,566,888 Warrants to purchase common stock 1,875,000 4,324,630 Options to purchase common stock 3,000,000 3,000,000 Restricted stock awards 660,000 Totals 6,335,000 9,891,518 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2016 and 2015 are as follows: 2016 2015 Land $ $ 1,000,000 Building 3,055,168 Building improvements 185,213 4,211,749 Computer equipment 370,561 340,065 Medical equipment 2,940,055 2,822,027 Office equipment 214,206 260,141 3,710,035 11,689,150 Less: accumulated depreciation (1,165,219 ) (3,075,648 ) $ 2,544,816 $ 8,613,502 |
Schedule Of Future Minimum Lease Payments Table | 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, 2017 $ 1,104,675 Year ended December 31, 2018 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 and thereafter 6,515,730 $ 11,051,863 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets Tables | |
Schedule Of Other Assets | Other assets are comprised of the following: 2016 2015 Goodwill (amount relating to VIE of $899,465) $ 899,465 $ 899,465 Deferred costs, net of amortization of $537,740 and $215,096 2,688,687 3,011,331 Patient list, net of accumulated amortization of $95,000 and $75,000 205,000 225,000 Patents, net of accumulated amortization of $57,300 and $38,200 229,200 248,300 Investments (amounts related to VIE of $22,005 and $16,914) 22,005 16,914 Deferred tax asset 181,029 Deposits 2,571 2,571 Total other assets $ 4,227,957 $ 4,403,581 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Notes payable as of December 31, 2016 and 2015 are comprised of the following: 2016 2015 Mortgage Payable $ $ 7,153,262 Note Payable, GE Capital (MRI) 438,736 844,098 Note Payable, GE Capital (X-ray) 48,362 97,232 Note Payable, GE Arm 41,043 67,455 Capital Lease Equipment 5,842 26,716 533,983 8,188,763 Less current portion (519,452 ) (7,652,941 ) $ 14,531 $ 535,822 |
Schedule of Maturities of Long-term Debt | Aggregate principal maturities of long-term debt as of December 31, 2016 Amount Year ended December 31, 2017 $ 519,452 Year ended December 31, 2018 14,531 Total $ 533,983 |
STOCK OPTIONS, WARRANTS AND R34
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Option [Member] | |
Schedule of Options Outstanding And Related Exercise Prices | The following table presents information related to stock options at December 31, 2016: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 7.00 |
Schedule of Share-based Compensation, Stock Options, Activity | Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2014: $ Granted 3,000,000 1.35 Exercised Expired Outstanding at December 31, 2015: 3,000,000 1.35 Granted Exercised Expired Outstanding at December 31, 2016 3,000,000 $ 1.35 |
Warrant [Member] | |
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 Companys common stock as of December 31, 2016: Warrants Outstanding Warrants Exercisable Price Outstanding Expiration Date Weighted Price Exercisable Weighted Price $ 3.60 1,875,000 December 31, 2018 $ 3.60 1,875,000 $ 3.60 |
Schedule of Share-based Compensation, Stock Options, Activity | Transactions involving stock warrants issued are summarized as follows: Number of Shares Weighted Average Price Per Share 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 Issued Exercised Canceled (2,449,630 ) 1.35 Outstanding at December 31, 2016 1,875,000 $ 3.60 |
Restricted Stock Units (RSU) [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the restricted stock activity for the 12 months ended December 31, 2016: Restricted share units as of December 31, 2014 Granted Forfeited Restricted shares units issued as of December 31, 2015 Granted 660,000 Forfeited Total Restricted Shares Issued at December 31, 2016 660,000 Vested at December 31, 2016 Unvested restricted shares as of December 31, 2016 660,000 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The tables below summarize the assets and liabilities associated with The B.A.C.K. Center as of December 31, 2016 and 2015: 2016 2015 Current assets: Cash $ 355,491 $ 996,986 Accounts receivable 4,830,054 3,727,419 Other current assets 691,847 819,757 Total current assets 5,877,392 5,544,162 Property and equipment, net 70,444 60,978 Other assets 22,005 18,231 Total assets $ 5,969,841 $ 5,623,371 2016 2015 Current liabilities: Accounts payable and accrued liabilities $ 904,684 $ 1,877,690 Due to First Choice Healthcare Solutions, Inc. 2,867,539 1,729,882 Other current liabilities 677,446 427,229 Total current liabilities 4,449,669 4,034,801 Long term debt 1,658,858 1,727,256 Total liabilities 6,108,527 5,762,057 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 5,969,841 $ 5,623,371 The tables below summarize the assets and liabilities associated with the Crane Creek as of December 31, 2016 and 2015: 2016 2015 Current assets: Cash $ 353,367 $ 559,318 Accounts receivable 1,180,907 816,889 Other current assets 129,430 Total current assets 1,663,704 1,376,207 Property and equipment, net 623,185 712,830 Goodwill 899,465 899,465 Total assets $ 3,186,354 $ 2,988,502 2016 2015 Current liabilities: Accounts payable and accrued liabilities $ 461,489 $ 441,368 Other current liabilities 251,588 251,588 Total current liabilities 713,077 692,956 Deferred rent 556,051 532,752 Total liabilities 1,269,128 1,225,708 Equity-First Choice Healthcare Solutions, Inc. 766,891 705,118 Non-controlling interest 1,150,335 1,057,676 Total liabilities and deficit $ 3,186,354 $ 2,988,502 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Non-controlling Interest Tables | |
Schedule of Net loss attributable to non-controlling interest | Net loss attributable to non-controlling interest for the year ended December 31, 2016: Net income $ 1,139,806 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net loss attributable to non-controlling interest for the period ended December 31, 2015: Net income $ 1,919,690 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest from May 1, 2015 to December 31, 2016: 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 ) 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, 2016 $ (138,686 ) Net income attributable to non-controlling interest for the year ended December 31, 2016: Net income $ 154,431 Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 92,659 Net income attributable to non-controlling interest for the period from October 1, 2015 to December 31, 2015: Net income $ 362,794 Average non-controlling interest percentage of profit/losses 60 % Net income/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, 2016 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 Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest 92,659 Balance, December 31, 2016 $ 1,150,335 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary Statement of Operations for the year ended December 31, 2016: The FCID B.A.C.K. Intercompany Medical Center CCSC Corporate Eliminations Total Revenue: Net patient service revenue $ 9,357,077 $ 12,619,389 $ 5,076,724 $ $ $ 27,053,190 Rental revenue 1,403,215 1,739,646 (731,969 ) 2,410,892 Total revenue 9,357,077 14,022,604 5,076,724 1,739,646 (731,969 ) 29,464,082 Operating expenses: Salaries & benefits 3,487,594 6,588,842 1,219,749 1,274,213 12,570,398 Other operating expenses 2,175,409 3,123,964 1,345,251 (731,969 ) 5,912,655 General and administrative 1,579,283 6,231,741 491,678 1,716,965 10,019,667 Depreciation and amortization 272,968 24,451 112,595 411,695 821,709 Total operating expenses 7,515,254 12,845,034 4,947,986 4,748,124 (731,969 ) 29,324,429 Net income (loss) from operations: 1,841,823 1,177,570 128,738 (3,008,478 ) 139,653 Interest income (expense) (216,149 ) (13,397 ) (10,087 ) (103,528 ) (343,161 ) Amortization of financing costs (1,317 ) (14,337 ) (15,654 ) Gain on sale of property 18,878 9,188,968 9,207,846 Other income (expense) 268,543 6,815 3,000 278,358 Net income before income taxes: 1,625,674 1,431,399 144,344 6,065,625 9,267,042 Income taxes Net income 1,625,674 1,431,399 144,344 6,065,625 9,267,042 Non-controlling interest (92,659 ) (92,659 ) Net income attributable to First Choice Healthcare Solutions $ 1,625,674 $ 1,431,399 $ 51,685 $ 6,065,625 $ $ 9,174,383 Summary Statement of Operations for the year ended December 31, 2015: The FCID B.A.C.K. Intercompany Medical Center CCSC Corporate Eliminations Total Revenue: Net patient service revenue $ 7,537,761 $ 9,108,139 $ 1,124,797 $ $ $ 17,770,697 Rental revenue 681,227 1,558,083 (492,343 ) 1,746,967 Total revenue 7,537,761 9,789,366 1,124,797 1,558,083 (492,343 ) 19,517,664 Operating expenses: Salaries & benefits 3,421,210 4,084,312 311,450 1,520,768 9,337,740 Other operating expenses 1,861,195 287,349 443,367 (492,343 ) 2,099,568 General and administrative 1,246,383 3,738,436 111,009 2,048,710 7,144,538 Litigation settlement 401,958 1,615,250 2,017,208 Depreciation and amortization 266,025 18,404 55,749 512,807 852,985 Total operating expenses 7,196,771 7,841,152 765,557 6,140,902 (492,343 ) 21,452,039 Net income (loss) from operations: 340,990 1,948,214 359,240 (4,582,819 ) (1,934,375 ) Interest income (expense) (243,531 ) (20,621 ) (10,545 ) (946,283 ) (1,220,980 ) Amortization of financing costs (10,582 ) (7,903 ) (57,348 ) (75,833 ) Other income (expense) 3,554 23,469 27,023 Net income (loss) before income taxes: 86,877 1,919,690 352,249 (5,562,981 ) (3,204,165 ) Income taxes Net income (loss) 86,877 1,919,690 352,249 (5,562,981 ) (3,204,165 ) Non-controlling interest (217,676 ) (217,676 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 86,877 $ 1,919,690 $ 134,573 $ (5,562,981 ) $ $ (3,421,841 ) Selected financial data: FCID The B.A.C.K. Intercompany Medical Center CCSC Corporate Eliminations Total Assets: At December 31, 2016: $ 6,033,019 $ 5,995,253 $ 3,186,354 $ 6,931,468 $ $ 22,146,094 At December 31, 2015: $ 4,391,192 $ 5,623,370 $ 3,013,011 $ 9,596,415 $ $ 22,623,988 Assets acquired: Year ended December 31, 2016 $ 126,314 $ 33,918 $ 44,572 $ 49,823 $ $ 254,627 Year ended December 31, 2015 $ 23,837 $ 44,696 $ 78,447 $ 59,345 $ $ 206,325 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments for all non-cancelable 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, 2017 $ 3,444,197 Year ended December 31, 2018 3,444,209 Year ended December 31, 2019 3,444,221 Year ended December 31, 2020 3,444,233 Year ended December 31, 2021 and thereafter 17,221,415 $ 30,998,275 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, 2017 $ 1,104,675 Year ended December 31, 2018 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 and thereafter 6,515,730 $ 11,051,863 |
schedule of future minimum lease payments for the operating lease for each of the next five years | The following is a schedule of future minimum lease payments for the operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2017 $ 930,373 Year ended December 31, 2018 955,888 Year ended December 31, 2019 981,850 Year ended December 31, 2020 1,008,537 Year ended December 31, 2021 and thereafter 3,653,868 $ 7,530,516 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Loss Per Share Tables | |
Schedule of Income (Loss) Per Share, Basic and Diluted | The following table presents the computation of basic and diluted loss per share: 2016 2015 Net income (loss) available for common shareholders $ 9,174,383 $ (3,421,841 ) Basic net income (loss) per share $ 0.38 $ (0.17 ) Weighted average common shares outstanding-basic 23,843,239 20,117,582 Diluted net income (loss) share $ 0.36 $ (0.14 ) Weighted average common shares outstanding-Diluted 23,309,905 20,117,582 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Schedule Of Deferred Tax Assets | Deferred net tax asset consist of the following at December 31, 2016 and 2015: 2016 2015 Deferred tax asset $ 181,089 $ 201,500 Less valuation allowance 0 (201,500 ) Net deferred tax asset $ 181,089 $ 0 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following: 2016 2015 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: 2016 2015 Federal statutory rate 35.0 % 35.0 % State income taxes net of Federal benefit 3.6 % 3.6 % 38.6 % 38.6 % |
ORGANIZATION, BUSINESS AND PR41
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | May 01, 2015 | Sep. 30, 2016 | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 01, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | ||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Stock Purchase Price | $ 1.35 | |||||||
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 | $ 420,000 | ||||||
Bearing interest rate | 8.00% | |||||||
Matures date | Apr. 15, 2016 | Apr. 15, 2016 | ||||||
Voting Rights, Description | In connection with the investment, the Company is entitled to 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 | |||||||
B.A.C.K. Center [Member] | ||||||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Stock Purchase Price | $ 1.35 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 6,335,000 | 9,891,518 |
Convertible notes and line of credit [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 800,000 | 2,566,888 |
Warrants to purchase common stock [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 1,875,000 | 4,324,630 |
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 | 3,000,000 |
Restricted stock awards [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 660,000 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Sep. 07, 2013shares | Sep. 07, 2013USD ($) | Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | May 01, 2015USD ($)ft²$ / sharesshares | Nov. 02, 2016shares | May 31, 2015ft² | Dec. 31, 2014USD ($) |
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization Financing Costs | $ 15,654 | $ 75,833 | ||||||||
Allowance for Doubtful Accounts Receivable | 3,680,837 | 2,498,398 | ||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 112,794 | 4,593,638 | 1,594,998 | $ 279,087 | ||||||
Health Care Organization, Other Revenue | 2,410,892 | $ 1,746,967 | ||||||||
Options to purchase common stock | shares | 129,630 | 129,630 | ||||||||
Adjustments to Additional Paid in Capital, Fair Value | $ (3,226,427) | |||||||||
Donald Bittar [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets | shares | 636,666 | |||||||||
Brevard Orthopaedic [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization Financing Costs | 1,317 | 7,903 | ||||||||
Health Care Organization, Other Revenue | 1,403,215 | 681,227 | ||||||||
Marina Towers [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization Financing Costs | $ 14,337 | 14,337 | ||||||||
Health Care Organization, Other Revenue | $ 428,246 | $ 375,321 | ||||||||
Area of Land | ft² | 78,000 | |||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||
Options Expiration Date | Dec. 31, 2026 | |||||||||
Brevard Orthopaedic Spine Pain Clinic, Inc. [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
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 | 322,644 | 215,096 | $ 215,096 | |||||||
Accumulated amortization of the deferred costs | $ 537,740 | 215,096 | ||||||||
Equity Method Investment, Ownership Percentage | 0.666% | |||||||||
Options Expiration Date | Dec. 31, 2023 | |||||||||
TBC Holdings of Melbourne, Inc [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Area of Land | ft² | 34,480 | |||||||||
Patient Lists [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 20,000 | 20,000 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 95,000 | 75,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||||
Patents [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 19,100 | 19,100 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 573,000 | 38,200 | ||||||||
Patents [Member] | Donald Bittar [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Health Care Organization, Other Revenue | $ 286,500 | |||||||||
VIE [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 708,858 | $ 1,556,303 | ||||||||
B.A.C.K. Center [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Area of Land | ft² | 29,629 |
LIQUIDITY (Details Textual)
LIQUIDITY (Details Textual) | Dec. 14, 2015USD ($)shares | Jun. 09, 2015USD ($) | Nov. 08, 2013shares | Jun. 13, 2013USD ($)shares | Mar. 31, 2016ft² | Sep. 30, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | May 01, 2015ft² |
Liquidity Disclosures [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,236,907 | ||||||||
Long-term Line of Credit | $ 1,000,000 | $ 2,000,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 60.00% | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | shares | 100,000 | 100,000 | |||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | |||||
Marina Towers [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Area of Land | ft² | 78,000 | ||||||||
Lease agreement description | Our corporate headquarters and FCID Holdings offices | ||||||||
Lease agreement expireation date | Dec. 31, 2026 | ||||||||
FCID Medical [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 99.00% | ||||||||
MTMC Melbourne, Inc. [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 1.00% | ||||||||
CT Capital LTD [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,400,000 | ||||||||
Long-term Line of Credit | $ 1,500,000 | $ 1,100,000 | $ 2,150,000 | ||||||
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 | |||||||
Minimum [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Increasing the maximum aggregate amount | $ 2,000,000 | $ 1,500,000 | |||||||
Maximum [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Increasing the maximum aggregate amount | $ 2,500,000 | $ 2,000,000 | |||||||
B.A.C.K. Center [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Area of Land | ft² | 29,629 |
CASH - RESTRICTED (Details Text
CASH - RESTRICTED (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Cash - Restricted Details Textual | ||
Restricted Cash and Cash Equivalents | $ 359,414 |
PROPERTY, PLANT, AND EQUIPMEN46
PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 3,710,035 | $ 11,689,150 |
Less: accumulated depreciation | (1,165,219) | (3,075,648) |
Property, plant and equipment, net | 2,544,816 | 8,613,502 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,000,000 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,055,168 | |
Building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 185,213 | 4,211,749 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 370,561 | 340,065 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,940,055 | 2,822,027 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 214,206 | $ 260,141 |
PROPERTY, PLANT, AND EQUIPMEN47
PROPERTY, PLANT, AND EQUIPMENT (Details 1) | Dec. 31, 2016USD ($) |
Property Plant And Equipment Details 1 | |
Year ended December 31, 2017 | $ 1,104,675 |
Year ended December 31, 2018 | 1,121,245 |
Year ended December 31, 2019 | 1,143,670 |
Year ended December 31, 2020 | 1,166,543 |
Year ended December 31, 2021 and thereafter | 6,515,730 |
Operating Leases, Future Minimum Payments Due, Total | $ 11,051,863 |
PROPERTY, PLANT, AND EQUIPMEN48
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation | $ 459,965 | $ 598,789 |
Gain on sale of property | 9,212,346 | $ (1,908) |
Rental revenue from third party tenants of Marina Towers | 1,197,409 | |
Office equipment [Member] | ||
Gain on sale of property | 18,879 | |
Rental revenue from third party tenants of Marina Towers | 9,188,968 | |
Marina Towers [Member] | ||
Rental revenue from third party tenants of Marina Towers | $ 1,167,409 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets Details | ||
Goodwill (amount relating to VIE of $899,465) | $ 899,465 | $ 899,465 |
Deferred costs, net of amortization of $537,740 and $215,096 | 2,688,687 | 3,011,331 |
Patient list, net of accumulated amortization of $95,000 and $75,000 | 205,000 | 225,000 |
Patents, net of accumulated amortization of $57,300 and $38,200 | 229,200 | 248,300 |
Investments (amounts related to VIE of $22,005 and $16,914) | 22,005 | 16,914 |
Deferred tax asset | 181,029 | |
Deposits | 2,571 | 2,571 |
Total other assets | $ 4,227,957 | $ 4,403,581 |
ADVANCES (Details Textual)
ADVANCES (Details Textual) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | |||
Debt Instrument, Face Amount | $ 0 | $ 43,082 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 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 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 100,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 60.00% | ||||||||
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 | 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 | ||||||||
Shares issued convertible debt, Amount | 2,236,907 | ||||||||
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 up until December 31, 2016, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into common stock of the Company at a conversion price of $0.75 per share. | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | 100,000 | |||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||||||
Line Of Credit Facility, Amount Outstanding | $ 1,500,000 | $ 1,100,000 | $ 2,150,000 | ||||||
Agreed to issue shares of common stock | 100,000 | ||||||||
Agreed to issue shares of common stock, amount | $ 92,000 | ||||||||
Shares issued convertible debt, Shares | 1,866,677 | ||||||||
Shares issued convertible debt, Amount | $ 1,400,000 | ||||||||
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 eligible accounts receivables. Eligible receivables include all 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, 2016, 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 | $ 439,524 | $ 416,888 | |||||||
Shares issued convertible debt, Shares | 1,866,677 | ||||||||
Shares issued convertible debt, Amount | $ 1,400,000 | ||||||||
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 ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Nov. 06, 2015 | Nov. 02, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | |||||
Common stock shares issued | 24,631,327 | 22,867,626 | 17,951,055 | ||
Litigation settlement expenses | $ 2,017,208 | ||||
Outstanding settlement promissory notes | $ 600,000 | ||||
MedTRX Collection Services [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash consideration facility | $ 500,000 | ||||
Cash paid | 650,000 | ||||
Common stock shares issued | 400,000 | ||||
Common stock price per shares | $ 1.15 | ||||
Promissory note | $ 650,000 | 100,000 | |||
Common Stock received as part of settlement | 35,000 | ||||
MedTRX Collection Services [Member] | Second non-interest bearing promissory notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash paid | 100,000 | ||||
MedTRX Collection Services [Member] | First non-interest bearing promissory notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash paid | $ 550,000 | ||||
Restricted Stock [Member] | MedTRX Collection Services [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 400,000 |
NOTE PAYABLE, RELATED PARTY (De
NOTE PAYABLE, RELATED PARTY (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Sep. 30, 2016 | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | ||
Promissory note principal and interest outstanding | $ 0 | $ 428,645 | ||||
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 | $ 420,000 | ||||
Bearing interest rate | 8.00% | |||||
Matures date | Apr. 15, 2016 | Apr. 15, 2016 |
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 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Mar. 15, 2015 |
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | |||||||||
Debt Instrument, Periodic Payment, Principal | $ 580,000 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 1,400,000 | |||||||||||
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 | |||||||||||
Debt Instrument, Maturity Date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | ||||||||
Common stock issued for full settlement | 1,425,707 | 1,425,707 | ||||||||||
Accounts receivable line of credit | $ 1,539,524 | $ 2,566,888 | ||||||||||
Common Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,236,907 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,237 | |||||||||||
Shares issued convertible debt, Shares | 2,236,907 | |||||||||||
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 | |||||||||||
Shares issued convertible debt, Shares | 580,000 | |||||||||||
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 | |||||||||||
Shares issued convertible debt, Shares | 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 | |||||||||||
Shares issued convertible debt, Shares | 580,000 | |||||||||||
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 | |||||||||||
CT Capital LTD [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,866,677 | |||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 92,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,400,000 | |||||||||||
Shares issued convertible debt, Shares | 1,866,677 | |||||||||||
Accounts receivable line of credit | $ 500,000 | $ 500,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 533,983 | $ 8,188,763 |
Less: current portion | (519,452) | (7,652,941) |
Notes payable, long term portion | 14,531 | 535,822 |
Mortgage Payable [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 7,153,262 | |
Note Payable, GE Capital (MRI) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 438,736 | 844,098 |
Note Payable, GE Capital (X-ray) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 48,362 | 97,232 |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 41,043 | 67,455 |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 5,842 | $ 26,716 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Dec. 31, 2016USD ($) |
Aggregate maturities of long-term debt: | |
Year ended December 31, 2017 | $ 519,452 |
Year ended December 31, 2018 | 14,531 |
Total | $ 533,983 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Jun. 11, 2013 | Aug. 12, 2011 | Sep. 27, 2012 | Aug. 22, 2012 | Oct. 25, 2011 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Mar. 08, 2013 | Feb. 25, 2013 | May 21, 2012 |
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 60.00% | ||||||||||||
Debt Instrument, Term | 60 days | ||||||||||||
Equipment Capital Lease [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment | $ 956 | ||||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2017 | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.002% | ||||||||||||
Capital Lease Equipment, Lease Term | 48 months | ||||||||||||
Lease To Acquire Equipment | $ 1,036 | ||||||||||||
Lease agreement term | 60 months | ||||||||||||
X Ray Equipment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Capital Lease Obligations | $ 212,389 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.9375% | ||||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | $ 1,384 | |||||||||||
Capital Lease Obligations Due For Remaining Months | $ 4,300 | 4,575 | |||||||||||
Debt Instrument, Term | 60 months | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
Debt Instrument, Term | 30 years | ||||||||||||
Debt Instrument, Face Amount | $ 7,550,000 | ||||||||||||
GE Healthcare Financial Services [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 2,400,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Sep. 30, 2016 | Oct. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Mar. 31, 2016 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | |||
Cash advances | $ 43,082 | $ 133,796 | |||||
Interest rate | 12.00% | ||||||
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 | $ 420,000 | |||||
Bearing interest rate | 8.00% | ||||||
Matures date | Apr. 15, 2016 | Apr. 15, 2016 | |||||
Interest rate | 40.00% |
CAPITAL STOCK (Details Textual)
CAPITAL STOCK (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Value 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 | 24,631,327 | 22,867,626 | 17,951,055 |
Common Stock, Shares, Outstanding | 24,631,327 | 22,867,626 | |
Common Stock, Shares, Issued for Services Amount | $ 1,289,485 | $ 1,683,776 | |
Share-Based Compensation | 1,276,681 | $ 2,344,927 | |
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 | ||
Estimated liability | $ 1,198,900 | ||
Estimated liability per share | $ 0.85 | ||
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 | ||
Convertible Advance [Member] | |||
Advances | $ 615,500 | $ 39,907 | |
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 | 24,631,327 | 22,867,626 | |
Common Stock, Shares, Outstanding | 24,631,327 | 22,867,626 | |
Common Stock, Shares, Issued for Services | 1,474,071 | 1,559,178 | |
Common Stock, Shares, Issued for Services Amount | $ 1,473 | $ 1,559 | |
Accrued interest | $ 116,907 | ||
Common Stock [Member] | Officers and employees [Member] | |||
Common Stock, Shares, Issued | 1,474,071 | ||
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 as part of a settlement agreement fair value | $ 1,289,485 | ||
Common Stock [Member] | Board of director [Member] | |||
Common Stock, Shares, Issued for Services | 35,000 | ||
Common Stock, Shares, Issued for Services Amount | $ 40,250 | ||
Common Stock [Member] | Consulting Services [Member] | |||
Common Stock, Shares, Issued | 1,217,071 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 100,000 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 92,000 | ||
Common stock as part of a settlement agreement fair value | $ 481,900 | ||
Common Stock [Member] | Line of Credit [Member] | |||
Common Stock, Shares, Issued for loan extension | 227,000 | ||
Common Stock [Member] | Convertible Notes Payable [Member] | |||
Issuance of shares to investor | 129,630 | ||
Issuance of shares to investor amount | $ 175,000 | ||
Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Warrant [Member] | Convertible Notes Payable [Member] | |||
Common Stock, Shares, Issued | 60,000 | ||
Exercise price | $ 1.35 | ||
Employee Stock Option [Member] | |||
Common Stock, Shares, Issued | 1,474,071 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,400,000 |
STOCK OPTIONS, WARRANTS AND R60
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant [Member] | ||
Warrants Outstanding, Prices | $ 3.60 | |
Warrants Outstanding | 4,324,630 | 4,324,630 |
Warrants Outstanding, Expiration Date | Dec. 31, 2018 | |
Warrants Outstanding, Weighted Price | $ 3.60 | $ 2.32 |
Warrants Exercisable | 1,875,000 | |
Warrants Exercisable, Weighted Price | $ 3.60 | |
Employee Stock Option [Member] | ||
Options Outstanding Weighted Average Remaining Life in Years | 7 years | |
Warrants Outstanding | 3,000,000 | 3,000,000 |
Warrants Outstanding, Weighted Price | $ 1.35 | $ 1.35 |
Warrants Exercisable |
STOCK OPTIONS, WARRANTS AND R61
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 1) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares, Outstanding | 3,000,000 | |
Number of Shares, Granted | 3,000,000 | |
Number of Shares, Exercised | ||
Number of Shares, Expired | ||
Number of Shares, Outstanding | 3,000,000 | 3,000,000 |
Weighted Average Price Per Share, Outstanding | $ 1.35 | |
Weighted Average Price Per Share, Granted | $ 1.35 | |
Weighted Average Price Per Share, Exercised | ||
Weighted Average Price Per Share, Expired | ||
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 1.35 |
STOCK OPTIONS, WARRANTS AND R62
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 4,324,630 | |
Number of Shares, Granted | 129,630 | |
Number of Shares, Exercised | ||
Number of Shares, Expired | (2,449,630) | |
Number of Shares, Outstanding | 1,875,000 | 4,324,630 |
Weighted Average Price Per Share, Outstanding | $ 2.32 | |
Weighted Average Price Per Share, Granted | $ 1.35 | |
Weighted Average Price Per Share, Exercised | ||
Weighted Average Price Per Share, Expired | 1.35 | |
Weighted Average Price Per Share, Outstanding | $ 3.60 | $ 2.32 |
STOCK OPTIONS, WARRANTS AND R63
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 3) - Restricted stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares, Outstanding | 666,000 | |
Number of Shares, Granted | 666,000 | |
Number of Shares, Forfeited | ||
Number of Shares, Outstanding | 666,000 | |
Vested at December 31, 2016 | ||
Unvested restricted shares as of December 31, 2016 | 666,000 |
STOCK OPTIONS, WARRANTS AND R64
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | 16 Months Ended | |||
Dec. 27, 2016 | Nov. 15, 2016 | May 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 01, 2015 | Nov. 02, 2016 | |
Shares price of common stock | $ 1.35 | $ 1.35 | $ 1.35 | ||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | |||||
Warrant to purchase common stock | 129,630 | 129,630 | |||||
Fair value of options | 3,226,427 | ||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
Volatility | 70.60% | 72.00% | 134.09% | ||||
Risk free rate | 89.00% | 61.00% | 2.12% | ||||
Estimated life | 3 years 10 months 6 days | 1 year 11 months 23 days | 8 years 8 months 1 day | ||||
Warrants Exercise Price | 1.35 | 1.35 | |||||
Re-acquired Warrants | 129,630 | 2,320,000 | |||||
Fair Value Warrant exchange date | $ 841,134 | ||||||
Fair value restricted stock vesting | $ 131,546 | $ 0 | |||||
Stock based compensation related to restricted stock | $ 552,154 | ||||||
Weighted average remaining period | 2 years 4 months 17 days | ||||||
B.A.C.K. Center [Member] | |||||||
Shares price of common stock | $ 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 | ||||||
Warrants Settleable in Cash [Member] | |||||||
Warrant to purchase common stock | 1,875,000 | ||||||
Employee Stock Option [Member] | |||||||
Shares price of common stock | $ 1.35 | ||||||
Warrant to purchase common stock | 129,630 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash | $ 4,593,638 | $ 1,594,998 | $ 112,794 | $ 279,087 |
Accounts receivable | 9,536,830 | 6,623,894 | ||
Total current assets | 15,373,321 | 9,606,905 | ||
Property and equipment, net | 2,544,816 | 8,613,502 | ||
Other assets | 4,227,957 | 4,403,581 | ||
Total assets | 22,146,094 | 22,623,988 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,083,231 | 3,937,244 | ||
Total current liabilities | 4,839,683 | 16,840,802 | ||
Total liabilities | 7,189,738 | 19,585,255 | ||
Non-controlling interest | 1,011,649 | 918,990 | ||
Total liabilities and deficit | 22,146,094 | 22,623,988 | ||
B.A.C.K. Center [Member] | ||||
Current assets: | ||||
Cash | 355,491 | 996,986 | ||
Accounts receivable | 4,830,054 | 3,727,419 | ||
Other current assets | 691,847 | 819,757 | ||
Total current assets | 5,877,392 | 5,544,162 | ||
Property and equipment, net | 70,444 | 60,978 | ||
Other assets | 22,005 | 18,231 | ||
Total assets | 5,969,841 | 5,623,371 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 904,684 | 1,877,690 | ||
Due to First Choice Healthcare Solutions, Inc. | 2,867,539 | 1,729,882 | ||
Other current liabilities | 677,466 | 427,229 | ||
Total current liabilities | 4,449,669 | 4,034,801 | ||
Long term debt | 1,658,858 | 1,727,256 | ||
Total liabilities | 6,108,527 | 5,762,057 | ||
Non-controlling interest | (138,686) | (138,686) | ||
Total liabilities and deficit | $ 5,969,841 | $ 5,623,371 |
VARIABLE INTEREST ENTITY (Det66
VARIABLE INTEREST ENTITY (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash | $ 4,593,638 | $ 1,594,998 | $ 112,794 | $ 279,087 |
Accounts receivable | 9,536,830 | 6,623,894 | ||
Total current assets | 15,373,321 | 9,606,905 | ||
Property and equipment, net | 2,544,816 | 8,613,502 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 22,146,094 | 22,623,988 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,083,231 | 3,937,244 | ||
Total current liabilities | 4,839,683 | 16,840,802 | ||
Deferred rent | 2,293,594 | 2,141,199 | ||
Total liabilities | 7,189,738 | 19,585,255 | ||
Equity-First Choice Healthcare Solutions, Inc | 24,631 | 22,868 | ||
Non-controlling interest | 1,011,649 | 918,990 | ||
Total liabilities and deficit | 22,146,094 | 22,623,988 | ||
Crane Creek Surgery Center [Member] | ||||
Current assets: | ||||
Cash | 353,367 | 559,318 | ||
Accounts receivable | 1,180,907 | 816,889 | ||
Other current assets | 129,430 | |||
Total current assets | 1,663,704 | 1,376,207 | ||
Property and equipment, net | 623,185 | 712,830 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 3,186,354 | 2,988,502 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 461,489 | 441,368 | ||
Other current liabilities | 251,588 | 251,588 | ||
Total current liabilities | 713,077 | 692,956 | ||
Deferred rent | 556,051 | 532,752 | ||
Total liabilities | 1,269,128 | 1,225,708 | ||
Equity-First Choice Healthcare Solutions, Inc | 766,891 | 705,118 | ||
Non-controlling interest | 1,150,335 | 1,057,676 | ||
Total liabilities and deficit | $ 3,186,354 | $ 2,988,502 |
VARIABLE INTEREST ENTITY (Det67
VARIABLE INTEREST ENTITY (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | May 01, 2015 | Sep. 30, 2016 | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 01, 2015 |
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Total revenues | $ 9,789,366 | $ 29,464,082 | $ 19,517,664 | |||||
Salaries and benefits | 4,084,312 | 12,570,398 | 9,337,740 | |||||
Operating expenses | 29,324,429 | 21,452,039 | ||||||
General and administrative expenses | 3,928,244 | 10,019,667 | 7,144,538 | |||||
Depreciation | 18,404 | |||||||
Interest and financing costs | $ 28,524 | (343,161) | (1,220,980) | |||||
Other income (expense) | 278,358 | $ 27,023 | ||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | ||||
Stock Purchase Price | $ 1.35 | |||||||
Crane Creek Surgery Center [Member] | ||||||||
Total revenues | 5,076,724 | $ 1,124,797 | ||||||
Salaries and benefits | 1,219,749 | 311,450 | ||||||
Operating expenses | 3,123,964 | 287,349 | ||||||
General and administrative expenses | 491,678 | 111,009 | ||||||
Depreciation | 112,595 | 55,749 | ||||||
Miscellaneous income | 6,815 | 3,554 | ||||||
Amount paid in exchange of investment | $ 560,000 | |||||||
Cash paid | 140,000 | |||||||
Promissory note | $ 420,000 | $ 420,000 | ||||||
Bearing interest rate | 8.00% | |||||||
Matures date | Apr. 15, 2016 | Apr. 15, 2016 | ||||||
Voting Rights, Description | In connection with the investment, the Company is entitled to 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 | |||||||
Gain on sale of equipment | $ 18,878 | |||||||
Crane Creek Surgery Center One [Member] | ||||||||
Interest and financing costs | $ 40 | |||||||
Promissory note | $ 420,000 | |||||||
Matures date | Apr. 15, 2016 | |||||||
Voting Rights, Description | In connection with the investment, the Company is entitled to 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 | |||||||
B.A.C.K. Center [Member] | ||||||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Total revenues | $ 14,022,604 | |||||||
Salaries and benefits | 6,588,842 | |||||||
General and administrative expenses | 6,523,334 | |||||||
Depreciation | 24,451 | |||||||
Interest and financing costs | 14,714 | |||||||
Other income (expense) | $ 268,543 | |||||||
Stock Purchase Price | $ 1.35 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income loss attributable to the non-controlling interest | $ (92,659) | $ (217,676) | |
B.A.C.K. Center [Member] | |||
Net income | $ 1,139,806 | $ 1,919,690 | |
Average Non-controlling interest percentage of profit/losses | 0.00% | 0.00% | |
Net income loss attributable to the non-controlling interest | $ 0 | $ 0 | |
CCSC HoldingsInc [Member] | |||
Net income | $ 154,431 | $ 362,794 | |
Average Non-controlling interest percentage of profit/losses | 60.00% | 60.00% | |
Net income loss attributable to the non-controlling interest | $ 217,676 | $ 92,659 | $ 217,676 |
NON-CONTROLLING INTEREST (Det69
NON-CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, December 31, 2015 | $ 918,990 | ||
Net income loss attributable to the non-controlling interest | (92,659) | $ (217,676) | |
Balance, December 31, 2016 | $ 918,990 | 1,011,649 | 918,990 |
B.A.C.K. Center [Member] | |||
Balance, December 31, 2015 | (138,686) | ||
Transfer (to) from the non-controlling interest as a result of change in ownership | |||
Net income loss attributable to the non-controlling interest | 0 | 0 | |
Balance, December 31, 2016 | (138,686) | (138,686) | (138,686) |
CCSC HoldingsInc [Member] | |||
Balance, December 31, 2015 | 1,057,676 | ||
Transfer (to) from the non-controlling interest as a result of change in ownership | |||
Net income loss attributable to the non-controlling interest | 217,676 | 92,659 | 217,676 |
Balance, December 31, 2016 | $ 1,057,676 | $ 1,150,335 | $ 1,057,676 |
NON-CONTROLLING INTEREST (Det70
NON-CONTROLLING INTEREST (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | May 01, 2015 | Sep. 30, 2016 | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 01, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | Apr. 1, 2016 | ||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Stock Purchase Price | $ 1.35 | |||||||
Crane Creek Surgery Center [Member] | ||||||||
Amount paid in exchange of investment | $ 560,000 | |||||||
Cash paid | 140,000 | |||||||
Promissory note | $ 420,000 | $ 420,000 | ||||||
Bearing interest rate | 8.00% | |||||||
Matures date | Apr. 15, 2016 | Apr. 15, 2016 | ||||||
Voting Rights, Description | In connection with the investment, the Company is entitled to 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 | |||||||
B.A.C.K. Center [Member] | ||||||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Stock Purchase Price | $ 1.35 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
May 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Net patient service revenue | $ 27,053,190 | $ 17,770,697 | |
Rental revenue | 2,410,892 | 1,746,967 | |
Total revenue | $ 9,789,366 | 29,464,082 | 19,517,664 |
Operating expenses: | |||
Salaries & benefits | 4,084,312 | 12,570,398 | 9,337,740 |
Other operating expenses | 5,912,655 | 2,099,568 | |
General and administrative | 3,928,244 | 10,019,667 | 7,144,538 |
Litigation settlement | 2,017,208 | ||
Depreciation and amortization | 821,709 | 852,985 | |
Total operating expenses | 29,324,429 | 21,452,039 | |
Net income (loss) from operations: | 139,653 | (1,934,375) | |
Interest income (expense) | $ 28,524 | (343,161) | (1,220,980) |
Amortization of financing costs | (15,654) | (75,833) | |
Other income (expense) | 278,358 | 27,023 | |
Net Income (loss) before income taxes: | 9,267,042 | (3,204,165) | |
Income taxes | |||
Net income (loss) | 9,267,042 | (3,204,165) | |
Non-controlling interest | (92,659) | (217,676) | |
Net income (loss) attributable to First Choice Healthcare Solutions | 9,174,383 | (3,421,841) | |
Assets: | 22,146,094 | 22,623,988 | |
Assets acquired | 254,627 | 206,325 | |
FCID Medical [Member] | |||
Revenue: | |||
Net patient service revenue | 9,357,077 | 7,537,761 | |
Rental revenue | |||
Total revenue | 9,357,077 | 7,537,761 | |
Operating expenses: | |||
Salaries & benefits | 3,487,594 | 3,421,210 | |
Other operating expenses | 2,175,409 | 1,861,195 | |
General and administrative | 1,579,283 | 1,246,383 | |
Litigation settlement | 401,958 | ||
Depreciation and amortization | 272,968 | 266,025 | |
Total operating expenses | 7,515,254 | 7,196,771 | |
Net income (loss) from operations: | 1,841,823 | 340,990 | |
Interest income (expense) | (216,149) | (243,531) | |
Amortization of financing costs | (10,582) | ||
Gain on purchase of previously issued warrants | |||
Gain on sale of property | 86,877 | ||
Other income (expense) | |||
Net Income (loss) before income taxes: | 1,625,674 | 86,877 | |
Income taxes | |||
Net income (loss) | 1,625,674 | ||
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | 1,625,674 | 86,877 | |
Assets: | 6,033,019 | 4,391,192 | |
Assets acquired | 126,314 | 23,837 | |
Brevard Orthopaedic [Member] | |||
Revenue: | |||
Net patient service revenue | 13,169,389 | 9,108,139 | |
Rental revenue | 1,403,215 | 681,227 | |
Total revenue | 14,572,604 | 9,789,366 | |
Operating expenses: | |||
Salaries & benefits | 6,588,842 | 4,084,312 | |
Other operating expenses | |||
General and administrative | 6,231,741 | 3,738,436 | |
Litigation settlement | |||
Depreciation and amortization | 24,451 | 18,404 | |
Total operating expenses | 12,845,034 | 7,841,152 | |
Net income (loss) from operations: | 1,727,570 | 1,948,214 | |
Interest income (expense) | (13,397) | (20,621) | |
Amortization of financing costs | (1,317) | (7,903) | |
Gain on purchase of previously issued warrants | |||
Gain on sale of property | 1,919,690 | ||
Other income (expense) | 268,543 | ||
Net Income (loss) before income taxes: | 1,981,399 | 1,919,690 | |
Income taxes | |||
Net income (loss) | 1,981,399 | ||
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | 1,981,399 | 1,919,690 | |
Assets: | 5,995,253 | 5,623,370 | |
Assets acquired | 33,918 | 44,696 | |
The Crane Center [Member] | |||
Revenue: | |||
Net patient service revenue | 5,076,724 | 1,124,797 | |
Total revenue | 5,076,724 | 1,124,797 | |
Operating expenses: | |||
Salaries & benefits | 1,219,749 | 311,450 | |
Other operating expenses | 3,123,964 | 287,349 | |
General and administrative | 491,678 | 111,009 | |
Litigation settlement | |||
Depreciation and amortization | 112,595 | 55,749 | |
Total operating expenses | 4,947,986 | 765,557 | |
Net income (loss) from operations: | 128,738 | 359,240 | |
Interest income (expense) | (10,087) | (10,545) | |
Amortization of financing costs | |||
Gain on purchase of previously issued warrants | |||
Gain on sale of property | 18,878 | ||
Other income (expense) | 6,815 | 3,554 | |
Net Income (loss) before income taxes: | 144,344 | 352,249 | |
Net income (loss) | 144,344 | 352,249 | |
Non-controlling interest | (92,659) | (217,676) | |
Net income (loss) attributable to First Choice Healthcare Solutions | 51,685 | 134,573 | |
Assets: | 3,186,354 | 3,013,011 | |
Assets acquired | 44,572 | 78,447 | |
Corporate [Member] | |||
Revenue: | |||
Net patient service revenue | |||
Rental revenue | 1,769,646 | 1,558,083 | |
Total revenue | 1,769,646 | 1,558,083 | |
Operating expenses: | |||
Salaries & benefits | 1,274,213 | 1,520,768 | |
Other operating expenses | 1,345,251 | 443,367 | |
General and administrative | 1,716,965 | 2,048,710 | |
Litigation settlement | 1,615,250 | ||
Depreciation and amortization | 411,695 | 512,807 | |
Total operating expenses | 4,748,124 | 6,140,902 | |
Net income (loss) from operations: | (2,978,478) | (4,582,819) | |
Interest income (expense) | (103,528) | (946,283) | |
Amortization of financing costs | (14,337) | (57,348) | |
Gain on purchase of previously issued warrants | 250,683 | ||
Gain on sale of property | 9,188,968 | ||
Other income (expense) | 3,000 | 23,469 | |
Net Income (loss) before income taxes: | 6,095,625 | (5,562,981) | |
Income taxes | |||
Net income (loss) | 6,095,625 | (5,562,981) | |
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | 6,095,625 | (5,562,981) | |
Assets: | 5,995,253 | 9,596,415 | |
Assets acquired | 49,823 | 59,345 | |
Intersegment Elimination [Member] | |||
Revenue: | |||
Net patient service revenue | |||
Rental revenue | (731,969) | (492,343) | |
Total revenue | (731,969) | (492,343) | |
Operating expenses: | |||
Salaries & benefits | |||
Other operating expenses | (731,969) | (492,343) | |
General and administrative | |||
Litigation settlement | |||
Depreciation and amortization | |||
Total operating expenses | (731,969) | (492,343) | |
Net income (loss) from operations: | |||
Interest income (expense) | |||
Amortization of financing costs | |||
Gain on purchase of previously issued warrants | |||
Gain on sale of property | |||
Other income (expense) | |||
Net Income (loss) before income taxes: | |||
Income taxes | |||
Net income (loss) | |||
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | |||
Assets acquired |
COMMITMENTS AND CONTINGENCIES72
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Employee Stock Option [Member] | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year ended December 31, 2017 | $ 1,104,675 |
Year ended December 31, 2018 | 1,121,245 |
Year ended December 31, 2019 | 1,143,670 |
Year ended December 31, 2020 | 1,166,543 |
Year ended December 31, 2021 and thereafter | 6,515,730 |
Total | 11,051,863 |
B.A.C.K. Center [Member] | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year ended December 31, 2017 | 3,444,197 |
Year ended December 31, 2018 | 3,444,209 |
Year ended December 31, 2019 | 3,444,221 |
Year ended December 31, 2020 | 3,444,233 |
Year ended December 31, 2021 and thereafter | 17,221,415 |
Total | 30,998,275 |
Crane Creek Surgery Center [Member] | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year ended December 31, 2017 | 930,373 |
Year ended December 31, 2018 | 955,888 |
Year ended December 31, 2019 | 981,850 |
Year ended December 31, 2020 | 1,008,537 |
Year ended December 31, 2021 and thereafter | 3,653,868 |
Total | $ 7,530,516 |
COMMITMENTS AND CONTINGENCIES73
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | Jul. 11, 2016 | Mar. 31, 2016 | Dec. 31, 2016 |
Commitments and Contingencies [Line Items] | |||
Rental revenue from third party tenants of Marina Towers | $ 1,197,409 | ||
Annual salary | $ 250,000 | ||
Employee Stock Option [Member] | |||
Commitments and Contingencies [Line Items] | |||
Rental revenue from third party tenants of Marina Towers | 1,197,409 | ||
Annual salary | 250,000 | ||
Marina Towers [Member] | |||
Commitments and Contingencies [Line Items] | |||
Lease expiration date | Dec. 31, 2026 | ||
Rental revenue from third party tenants of Marina Towers | $ 1,197,409 | ||
B.A.C.K. Center [Member] | |||
Commitments and Contingencies [Line Items] | |||
Lease expiration date | Jul. 30, 2026 | ||
Rental revenue from third party tenants of Marina Towers | $ 1,403,215 | ||
Maximum [Member] | |||
Commitments and Contingencies [Line Items] | |||
Lease Rent Expense Per Month | 200,000 | ||
Minimum [Member] | |||
Commitments and Contingencies [Line Items] | |||
Lease Rent Expense Per Month | $ 4,200 |
INCOME (LOSS) PER SHARE (Detail
INCOME (LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Loss Per Share Details | ||
Net income (loss) available for common shareholders | $ 9,174,383 | $ (3,421,841) |
Basic net income (loss) per share | $ 0.38 | $ (0.17) |
Weighted average common shares outstanding-basic | 23,843,239 | 20,117,582 |
Diluted net income (loss) share | $ 0.36 | $ (0.17) |
Weighted average common shares outstanding-Diluted | 23,309,905 | 20,117,582 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 181,089 | $ 201,500 |
Less valuation allowance | (181,089) | (201,500) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details 1 | ||
Current tax (benefit) | ||
Adjustment for prior year accrual | ||
Net provision (benefit) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details 1 | ||
Federal statutory rate | 35.00% | 35.00% |
State income taxes net of Federal benefit | 3.60% | 3.60% |
Provision for Federal taxes difference | 38.60% | 38.60% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Gain on sale of the property | $ 9,188,968 |
Tax basis gain | 9,051,430 |
Alternative Minimum Tax liability | 181,089 |
Net operating loss carry forward | $ 5,500,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 30, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Common stock Issued to employees and service providers, Value | $ 1,289,485 | $ 1,683,776 | |
Subsequent Event [Member] | |||
Common stock Issued to employees and service providers, Shares | shares | 306,000 | ||
Common stock Issued to employees and service providers, Value | $ 301,800 | ||
Lender own excess percent | 0.0999 |