Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | |
Entity Central Index Key | 1,416,876 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,873,538 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash (amounts related to VIE of $1,118,749 and $708,858) | $ 2,695,482 | $ 4,593,638 |
Cash -restricted (amounts related to VIE of $6,522,191) | 6,522,191 | |
Accounts receivable, net (amounts related to VIE of $6,131,720 and $6,010,961) | 11,119,757 | 9,536,830 |
Employee loans (amounts related to VIE of $490,900 and $491,850) | 1,129,131 | 820,341 |
Prepaid and other current assets (amounts related to VIE of $418,435 and $329,427) | 646,184 | 422,512 |
Total current assets | 22,112,745 | 15,373,321 |
Property, plant and equipment, net of accumulated depreciation of $1,640,400 and $1,165,219 (amounts related to VIE of $506,621 and $693,629) | 2,353,150 | 2,544,816 |
Other assets (amounts related to VIE of $921,470 and $921,470) | 3,956,649 | 4,227,957 |
Total assets | 28,422,544 | 22,146,094 |
Current liabilities | ||
Accounts payable and accrued expenses (amounts related to VIE of $1,867,340 and $1,366,143) | 2,499,396 | 2,083,231 |
Accounts payable, related party (amount related to VIE of $251,588 and $439,524) | 251,588 | 251,588 |
AMT Tax Payable | 181,029 | 181,029 |
Settlement payable, due to non-controlling interest (amount related to VIE of $6,521,655) | 6,521,655 | |
Line of credit, short term (amount related to VIE of $440,024) | 1,540,024 | 1,539,524 |
Notes payable, current portion | 158,518 | 519,452 |
Unearned revenue | 44,638 | 26,936 |
Deferred rent, short term portion (amount related to VIE of $45,203 and $237,923) | 105,171 | 237,923 |
Total current liabilities | 11,302,019 | 4,839,683 |
Long term debt: | ||
Deposits held | 41,930 | 41,930 |
Notes payable, long term portion | 64,583 | 14,531 |
Deferred rent, long term portion (amount related to VIE of $2,484,558 and $2,214,909) | 2,556,515 | 2,293,594 |
Total long term debt | 2,663,028 | 2,350,055 |
Total liabilities | 13,965,047 | 7,189,738 |
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, 26,828,538 and 24,631,327 shares issued; 26,699,847 and 24,631,327 shares outstanding as of September 30, 2017 and December 31, 2016, respectively | 26,829 | 24,631 |
Additional paid in capital | 24,492,194 | 24,020,610 |
Treasury stock, 128,691 and 0 common shares, at cost, respectively | (187,121) | |
Accumulated deficit | (10,469,988) | (10,100,534) |
Total stockholders' equity attributable to First Choice Healthcare Solutions, Inc. | 13,861,914 | 13,944,707 |
Non-controlling interest (note 10) | 595,583 | 1,011,649 |
Total equity | 14,457,497 | 14,956,356 |
Total liabilities and equity | $ 28,422,544 | $ 22,146,094 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Cash - restricted | $ 6,522,191 | |
Prepaid and other current assets | 646,184 | 422,512 |
Property, plant and equipment, net of accumulated depreciation | 1,640,400 | 1,165,219 |
Other assets | 3,956,649 | 4,227,957 |
Accounts payable and accrued expenses | 2,499,396 | 2,083,231 |
Accounts payable, related party | 251,588 | 251,588 |
Settlement payable, due to non-controlling interest | 6,521,655 | |
Line of credit, short term | 1,540,024 | 1,539,524 |
Deferred rent, short term portion | 105,171 | 237,923 |
Deferred rent, long term portion | $ 2,556,515 | $ 2,293,594 |
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 | 26,828,538 | 24,631,327 |
Common stock, shares outstanding | 26,699,847 | 24,631,327 |
Treasury stock | 128,691 | 128,691 |
VIE [Member] | ||
Cash Related to VIE | $ 1,118,749 | $ 708,858 |
Cash - restricted | 6,522,191 | 6,522,191 |
Accounts receivable | 6,131,720 | 6,010,961 |
Employee loans | 490,900 | 491,850 |
Prepaid and other current assets | 418,435 | 329,427 |
Property, plant and equipment, net of accumulated depreciation | 506,621 | 693,629 |
Other assets | 921,470 | 921,470 |
Accounts payable and accrued expenses | 1,867,340 | 1,366,143 |
Accounts payable, related party | 251,588 | 251,588 |
Settlement payable, due to non-controlling interest | 6,521,655 | 6,521,655 |
Line of credit, short term | 440,024 | 439,524 |
Deferred rent, short term portion | 45,203 | 237,923 |
Deferred rent, long term portion | 2,484,558 | 2,214,909 |
Crane Creek Surgery Center [Member] | ||
Accounts payable and accrued expenses | 810,428 | 461,489 |
Deferred rent, long term portion | 50,106 | |
B.A.C.K. Center [Member] | ||
Other assets | 22,005 | 22,005 |
Accounts payable and accrued expenses | $ 1,057,841 | $ 904,684 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Patient service revenue | $ 7,333,547 | $ 7,403,084 | $ 22,610,804 | $ 21,571,205 |
Allowance for bad debts | (206,502) | (319,319) | (710,852) | (849,037) |
Net patient service revenue less provision for bad debts | 7,127,045 | 7,083,765 | 21,899,952 | 20,722,168 |
Rental revenue | 561,448 | 585,978 | 1,723,585 | 1,842,428 |
Total revenue | 7,688,493 | 7,669,743 | 23,623,537 | 22,564,596 |
Operating expenses: | ||||
Salaries and benefits | 3,609,494 | 3,158,172 | 10,555,321 | 9,077,783 |
Other operating expenses | 1,855,642 | 2,255,334 | 7,016,648 | 6,729,219 |
General and administrative | 2,592,989 | 1,555,151 | 6,147,641 | 4,783,534 |
Depreciation and amortization | 361,680 | 195,821 | 744,592 | 631,571 |
Total operating expenses | 8,419,805 | 7,164,478 | 24,464,202 | 21,222,107 |
Net (loss) income from operations | (731,312) | 505,265 | (840,665) | 1,342,489 |
Other income (expense): | ||||
Gain on sale of property and improvements | 9,212,346 | |||
Miscellaneous income (expense) | 41,153 | 135,544 | 144,951 | 241,213 |
Amortization financing costs | (15,654) | |||
Interest expense, net | (27,625) | (56,560) | (89,806) | (288,748) |
Total other income | 13,528 | 78,984 | 55,145 | 9,149,157 |
Net (loss) income before provision for income taxes | (717,784) | 584,249 | (785,520) | 10,491,646 |
Income taxes (benefit) | ||||
Net (loss) income | (717,784) | 584,249 | (785,520) | 10,491,646 |
Non-controlling interest (note 10) | 277,386 | (39,309) | 416,066 | (226,628) |
NET (LOSS) INCOME ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ (440,398) | $ 544,940 | $ (369,454) | $ 10,265,018 |
Net (loss) income per common share, basic | $ (0.02) | $ 0.02 | $ (0.01) | $ 0.43 |
Net (loss) income per common share, diluted | $ (0.02) | $ 0.02 | $ (0.01) | $ 0.38 |
Weighted average number of common shares outstanding, basic | 26,765,021 | 24,238,613 | 26,622,335 | 23,664,723 |
Weighted average number of common shares outstanding, diluted | 26,765,021 | 27,751,946 | 26,622,335 | 26,998,056 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($) | Common Stock | Additional Paid In Capital | Treasury Stock | Accumulated Deficit | Non-controlling Interest | Total |
Beginning Balance, Amount at Dec. 31, 2016 | $ 24,631 | $ 24,020,610 | $ (10,100,534) | $ 1,011,649 | $ 14,956,356 | |
Beginning Balance, Shares at Dec. 31, 2016 | 24,631,327 | |||||
Common stock issued in settlement of convertible debt, previously accrued, Amount | $ 1,867 | (1,867) | ||||
Common stock issued in settlement of convertible debt, previously accrued, Shares | 1,866,667 | |||||
Common stock issued for services rendered, Amount | $ 167 | 198,206 | 198,373 | |||
Common stock issued for services rendered, Shares | 167,044 | |||||
Common stock previously issued returned to treasury, Amount | $ (142) | 142 | ||||
Common stock previously issued returned to treasury, Shares | (142,500) | |||||
Purchase shares of Company's common Stock | (187,121) | 187,121 | ||||
Stock based compensation , Amount | $ 306 | 275,103 | 275,409 | |||
Stock based compensation, Shares | 306,000 | |||||
Net income | (369,454) | (416,066) | (785,520) | |||
Ending Balance, Amount at Sep. 30, 2017 | $ 26,829 | $ 24,492,194 | $ (187,121) | $ (10,469,988) | $ 595,583 | $ 14,457,497 |
Ending Balance, Shares at Sep. 30, 2017 | 26,828,538 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (785,520) | $ 10,491,646 |
Adjustments to reconcile net (loss) income to cash used in operating activities: | ||
Depreciation and amortization | 744,592 | 631,571 |
Amortization of financing costs | 15,654 | |
Bad debt expense | 710,852 | 849,037 |
Gain on sale of property | (9,212,346) | |
Stock based compensation | 473,782 | 668,591 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,293,779) | (3,702,212) |
Prepaid expenses and other current assets | (223,672) | (129,948) |
Restricted funds | 359,414 | |
Employee loans | (308,790) | (110,716) |
Accounts payable and accrued expenses | 416,165 | (1,718,516) |
Settlement payable | (600,000) | |
Deposits | (25,502) | |
Deferred rent | 130,169 | 230,671 |
Unearned income | 17,702 | 946 |
Net cash used in operating activities | (1,118,499) | (2,251,710) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property | 15,113,497 | |
Purchase of equipment | (281,618) | (239,418) |
Net cash (used in) provided by investing activities | (281,618) | 14,874,079 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
(Repayments) of advances | (43,082) | |
Proceeds from settlement, due to non-controlling interest | 6,521,655 | |
Proceeds from notes payable | 86,713 | |
Proceeds from line of credit | 500 | 372,636 |
Purchase of treasury stock | (187,121) | |
Payments on notes payable | (397,595) | (7,955,886) |
Net cash provided by (used in) financing activities | 6,024,152 | (7,626,332) |
Net increase in cash, cash equivalents and restricted cash | 4,624,035 | 4,996,037 |
Cash and cash equivalents, beginning of period | 4,593,638 | 1,594,998 |
Cash, cash equivalents and restricted cash, end of period | 2,695,482 | 6,591,035 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 90,386 | 288,748 |
Cash paid during the period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued in settlement of accrued expenses | $ 481,900 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Basis Of Presentation | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows: General The (a) condensed consolidated balance sheet as of December 31, 2016, which has been derived from the audited financial statements of First Choice Healthcare Solutions, Inc. (“FCHS” and including, where appropriate, its consolidated subsidiaries and entities in which we have a controlling financial interest, the “Company”), and (b) the unaudited condensed consolidated interim financial statements as of September 30, 2017 and 2016 of the Company (collectively the “Condensed Financials”)have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. To determine if we hold a controlling financial interest in an entity, we first evaluate if we are required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model. Accordingly, the Condensed Financials do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of results that may be expected for the year ending December 31, 2017 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K/A, filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2017. Basis of Presentation On April 2, 2012, the Company completed its acquisition of First Choice Medical Group of Brevard, LLC (“FCMG - Brevard”), pursuant to the Membership Interest Purchase Closing Agreement (the “Purchase Agreement”). 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”). 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. 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 “Control 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 Company’s Common Stock at $1.35 per share to The B.A.C.K. Center employees providing specific qualifications are met. The initial term of the Control 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. Initial discussions are ongoing to extend the term of the agreement until December 31, 2019. The Control Agreement allows the Company to hold the current or potential rights that give it the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses. The Company has a controlling financial interest in the VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the structure of the entity, the Company will reconsider whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in the VIE. Crane Creek Surgery Center Effective October 1, 2015, the Company, through its wholly owned subsidiary, CCSC Holdings, Inc., acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”). 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 Crane Creek. Non-controlling interests relate to the third-party ownership in a consolidated entity in which the Company has a controlling interest. For financial reporting purposes, the entity’s assets, liabilities, and operations are consolidated with those of the Company, and the non-controlling interest in the entity is included in the Company’s consolidated financial statements as a component of total equity. The unaudited condensed 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 VIEs, The B.A.C.K. Center and Crane Creek. All significant intercompany balances and transactions, including those involving the VIEs, have been eliminated in consolidation. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
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 Company’s stock, and stock-based compensation. Actual results may differ from these estimates. Revenue recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, “ Multiple-Element Arrangements The Company recognizes in accordance with Accounting Standards Codification subtopic 954-310, “Health Care Entities” (“ASC 954-310”), significant patient service revenue at the time the services are rendered, even though it does not assess the patient’s ability to pay. Therefore, The Company’s interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Company’s reports. These estimates are based upon the history and identified trends for each of our payers. Patient service revenue The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Company’s patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. Concentrations of credit risk The Company’s financial instruments that are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Three months ended September 30, 2017 2016 Medicare 33.8% 31.1% Commercial Payor 1 18.0% 22.0% Commercial Payor 2 10.7% 12.7% Nine months ended September 30, 2017 2016 Medicare 35.7% 39.8% Commercial Payor 1 18.4% 16.9% Commercial Payor 2 11.6% 12.2% Receivable Concentration: September 30, December 31, 2017 2016 Medicare 20.6% 27.0% Commercial Payor 1 15.3% 19.8% Commercial Payor 2 13.8% 11.9% Accounts receivables As of September 30, 2017 and December 31, 2016, the Company’s allowance for bad debts was $3,828,132 and $3,680,837, respectively. Net (loss) income per share Basic net (loss) income per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Numerator: Net (loss) income $ (440,398 ) $ 544,940 $ (369,454) $ 10,265,018 Denominator: Weighted-average common shares, basic 26,765,021 24,238,613 26,622,335 23,664,723 Weighted-average common shares, diluted 26,765,021 27,751,946 26,622,335 26,998,056 Basic: $ (0.02 ) $ 0.02 $ (0.01 ) $ 0.43 Diluted: $ (0.02 ) $ 0.02 $ (0.01 ) $ 0.38 The diluted earnings per common share included the effect of 3,333,333 common shares issuable upon the conversion of debt for the three and nine months ended September 30, 2016.The computation 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 common shares from convertible debt and from employee equity plans and issued warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options are were excluded from the computation of the diluted net income per share because their inclusion would be anti-dilutive. In addition, there were no vested restrict stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: September 30, 2017 2016 Convertible line of credit 800,000 — 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 510,000 150.000 6,185,000 7,474,630 Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity. Reclassification Certain reclassifications have been made to prior period’s data to conform to the current year’s presentation. These reclassifications had no effect on reported income or losses. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU”) 2014-09—Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. The Company is assessing the impact of this new standard on its financial statements and has not yet selected a transition method. In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842), requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. The Company is evaluating the effect that the updated standard will have on its financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for eight specific cash flow issues with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. The effective date for ASU 2016-15 is for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this new standard on its financial statements. In November 2016, the FASB issued ASU No. 2016-18, ("ASU 2016-18") Statement of Cash Flows (Topic 230): Restricted Cash. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11on its financial statements. Subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Sep. 30, 2017 | |
Liquidity Disclosures [Abstract] | |
LIQUIDITY | NOTE 3 – LIQUIDITY The Company incurred various non-recurring expenses in 2016 and 2017 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. The Company believes that the current cash balance and line of credit (see notes), 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 at least one year from the filing of this report. However, in order to execute the Company’s 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. |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
OTHER ASSETS | NOTE 4 — OTHER ASSETS Other assets are comprised of the following: September 30, 2017 December 31, 2016 Goodwill (amount relating to VIE of $899,465) $ 899,465 $ 899,465 Deferred costs, net of amortization of $779,723 and $537,740 2,446,704 2,688,687 Patient list, net of accumulated amortization of $110,000 and $95,000 190,000 205,000 Patents, net of accumulated amortization of $71,625 and $57,300 214,875 229,200 Investments (amounts related to VIE of $22,005) 22,005 22,005 Deferred tax asset 181,029 181,029 Deposits 2,571 2,571 Total other assets $ 3,956,649 $ 4,227,957 |
LINES OF CREDIT
LINES OF CREDIT | 9 Months Ended |
Sep. 30, 2017 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT | NOTE 5 — LINES OF CREDIT Line of credit, CT Capital FCMG - Brevard entered into a Loan and Security Agreement (the “Loan Agreement”) with CT Capital, Ltd., d/b/a CT Capital, LP, a Florida limited liability partnership (the “Lender”). Under the Loan Agreement, the Lender committed to make an accounts receivable line of credit in the maximum aggregate amount of $2,500,000 to FCMG - Brevard with an interest rate of 6% per annum (the “Loan”). Interest is due and payable monthly. The Lender may convert up to $2,000,000 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. On March 30, 2017, the Company’s Loan and Security Agreement with CT 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 Company’s 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. As of September 30, 2017 and December 31, 2016, the outstanding balance was $1,100,000 and the remaining principal amount the Lender can convert into common stock is $600,000, subject to the limitations set forth above. The balance available on the line of credit is $1,400,000 as of September 30, 2017. Line of credit, Florida Business Bank The B.A.C.K. Center is a party to 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 $1,383,000 (as amended), with an interest rate of Prime floating plus 1.0%, 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 September 30, 2017, The B.A.C.K. Center had not violated the loan covenants. The obligations of The B.A.C.K Center under the Loan Agreement are guaranteed by the shareholders of The B.A.C.K. Center. The Loan Agreement is also guaranteed in the amount of $950,000 by related parties of The B.A.C.K. Center. As of September 30, 2017 and December 31, 2016, the outstanding balance on the Loan was $440,024 and $439,524, respectively. |
RESTRICTED CASH _SETTLEMENT PAY
RESTRICTED CASH /SETTLEMENT PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Restricted Cash Settlement Payable | |
RESTRICTED CASH /SETTLEMENT PAYABLE | NOTE 6 — RESTRICTED CASH /SETTLEMENT PAYABLE During the nine months ended September 30, 2017, the Company received $6,521,655 proceeds from a settlement claim filed under The B.A.C.K. Center. The claim relates to events prior to the Company taking control under the control agreement and is payable to The B.A.C.K. Center’s non-controlling interests. The initial settlement as well as any interest or dividends earned on the cash is classified as restricted cash. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Litigations, Claims and Assessments 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. Our contracts with hospitals generally require us to indemnify them and their affiliates for losses resulting from the negligence of our physicians. Currently, we have no pending litigation that is deemed to be material. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 8 — CAPITAL STOCK During the nine months ended September 30, 2017, the Company issued an aggregate of 306,000 shares of its common stock to officers, employees and service providers at an aggregate fair value of $275,409, which were earned and expensed in 2016. During the nine months ended September 30, 2017, the Company issued an aggregate of 167,044 shares of its common stock to service providers at an aggregate fair value of $198,373. During the nine months ended September 30, 2017, the Company issued 1,866,667 shares of its common stock in exchange for $1,400,000 in convertible debt. The value of shares was recorded as a share issuance liability as of December 31, 2016. During the nine months ended September 30, 2017, the Company returned and canceled 142,500 shares of common stock. The shares were originally issued on July 8, 2015 for services to the Company. As a result of contract cancellation, the shares were returned and canceled. On July 21, 2017, the Company and Mr. Timothy Skelton entered into a Separation and General Release Agreement. The agreement called for Mr. Skelton to resign from his position as Chief Financial Officer, assist with the preparation of the second quarter 10Q filing and provide consulting services to the incoming Chief Financial Officer. In consideration for the above (now complete) the Company has paid Mr. Skelton $25,000 in cash and awarded 11,100 shares of Common Stock. Treasury stock In May 2017, the Board of Directors authorized a share repurchase of up to one million shares of the Corporation’s common stock, the “Repurchase Plan”. The Repurchase Plan does not have formal end date but will automatically terminate (a) when the aggregate number of shares purchase reach one million shares, (b) two business days after notice of termination, (c) the commencement of any voluntary or involuntary case or other proceeding seeking foregoing and (d) the public announcement of a tender offer or exchange offer for the Company securities of a merger,acquisition, recapitalization or other similar business combination which as a result the Company’s equity securities would be exchanged for or converted into cash, securities or other property. Share repurchases under this authorization may be made in the open market through unsolicited or solicited privately negotiated transactions, or in such other appropriate manner, and may be funded from available cash and the revolving credit facility. The amount and timing of the repurchases, if any, would be determined by the Corporation’s management and would depend on a variety of factors including price, corporate and regulatory requirements, capital availability and other market conditions. Common stock acquired through the stock repurchase program would be held as treasury shares and may be used for general corporate purposes, including reissuances in connection with acquisitions, employee stock option exercises or other employee stock plans. As of September 30, 2017 the Company had purchased 128,691 shares at an average purchase price of $1.45 per share, for aggregate proceeds of $187,121. |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 9 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Restricted Stock Units (“RSU”) The following table summarizes the restricted stock activity for the nine months ended September 30, 2017: Restricted shares units issued as of December 31, 2016 660,000 Granted — Forfeited (150,000 ) Total Restricted Shares Issued at September 30, 2017 510,000 Vested at September 30, 2017 — Unvested restricted shares as of September 30, 2017 510,000 At September 30, 2017, the Company determined that there is a 100% probability the performance based restricted stock units will be earned. The fair value of all restricted stock units vesting during the three and nine months ended September 30, 2017 of $148,761 and $275,408, respectively, was charged to current period operations. Stock-based compensation expense related to restricted stock units was $-0- for the three and nine months ended September 30, 2016. As of September 30, 2017, stock-based compensation related to restricted stock awards of $790,416 remains unamortized and is expected to be amortized over the weighted average remaining period of 4.23 years. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | NOTE 10 — 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 the Control Agreement with 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 Company’s 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. Initial discussions are ongoing to extend the term of the agreement until December 31, 2019. The Company has determined that The B.A.C.K. Center is a Variable Interest Entity (“VIE”) . In determining whether the Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all of its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity’s structure, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests is a matter that requires the exercise of professional judgment. The assets of The B.A.C.K. Center can only be used to settle obligations of the VIE, additionally, creditors of The B.A.C.K. Center do not have recourse against the general credit of the primary beneficiary. The tables below summarize the assets and liabilities associated with The B.A.C.K. Center as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Current assets: Cash $ 7,245,821 $ 355,491 Accounts receivable, net 5,102,122 4,830,054 Other current assets 751,707 691,847 Total current assets 13,099,650 5,877,392 Property and equipment, net 82,232 70,444 Other assets 22,005 22,005 Total assets $ 13,203,887 $ 5,969,841 Current liabilities: Accounts payable and accrued liabilities $ 1,057,841 $ 904,684 Settlement payable-due to non-controlling interest 6,521,655 Due to First Choice Healthcare Solutions, Inc. 3,351,734 2,867,539 Other current liabilities 485,227 677,446 Total current liabilities 11,416,457 4,449,669 Long term debt 1,926,116 1,658,858 Total liabilities 13,342,573 6,108,527 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 13,203,887 $ 5,969,841 Total revenues from The B.A.C.K. Center were $3,416,530 and $10,386,645 for the three and nine months ended September 30, 2017. Related expenses consisted primarily of salaries and benefits of $1,646,473 and $5,179,937, other operating expense of $159,917 and $1,836,422, general and administrative expenses of $1,371,014 and $2,750,752, depreciation of $7,256 and $19,656, interest and financing costs of $4,255 and $12,640; and other income of $37,731 and $129,082 for the three and nine months ended September 30, 2017, respectively. (See Note 12 – Segment Reporting) Total revenues from The B.A.C.K. Center were $3,367,244 and $10,322,402 for the three and nine months ended September 30, 2016. Related expenses consisted primarily of salaries and benefits of $1,571,955 and $4,792,576, general and administrative expenses of $652,858 and $2,145,665, depreciation of $6,281 and $17,497, interest and financing costs of $3,590 and $9,667; and other income of $133,383 and $234,614 for the three and nine months ended September 30, 2016, respectively. (See Note 12 – Segment Reporting) Crane Creek Surgery Center Effective October 1, 2015, the Company, through its then newly formed wholly owned subsidiary, CCSC Holdings, Inc., acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”). 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 Crane Creek. The Company has determined that Crane Creek is a Variable Interest Entity (“VIE”) . This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important. In determining whether the Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all of its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity’s structure, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests is a matter that requires the exercise of professional judgment. The assets of Crane Creek can only be used to settle obligations of the VIE, additionally, creditors of the Crane Creek do not have recourse against the general credit of the primary beneficiary. The tables below summarize the assets and liabilities associated with the Crane Creek as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Current assets: Cash $ 395,119 $ 353,367 Accounts receivable, net 1,029,598 1,180,907 Other current assets 157,628 129,430 Total current assets 1,582,345 1,663,704 Property and equipment, net 424,389 623,185 Goodwill 899,465 899,465 Total assets $ 2,906,199 $ 3,186,354 Current liabilities: Accounts payable and accrued liabilities $ 810,428 $ 461,489 Capital leases, short term 11,852 Other current liabilities 251,588 251,588 Total current liabilities 1,073,868 713,077 Capital leases, long term 50,106 - Deferred rent 558,442 556,051 Total liabilities 1,682,416 1,269,128 Equity-First Choice Healthcare Solutions, Inc. 489,514 766,891 Non-controlling interest 734,269 1,150,335 Total liabilities and deficit $ 2,906,199 $ 3,186,354 Total revenues from Crane Creek were $1,003,781 and $3,442,458 for the three and nine months ended September 30, 2017. Related expenses consisted primarily of salaries and benefits of $286,526 and $878,033, practice supplies and operating expenses of $863,920 and $2,591,174, general and administrative expenses of $123,091 and $427,454, depreciation of $193,853 and $250,147, interest expense of $1,373 and $2,712 and miscellaneous income of $2,672 and $13,619 for the three and nine months ended September 30, 2017, respectively. (See Note 12 – Segment Reporting) Total revenues from Crane Creek were $1,125,839 and $3,843,200 for the three and nine months ended September 30, 2016. Related expenses consisted primarily of salaries and benefits of $310,338 and $917,731, practice supplies and operating expenses of $609,164 and $2,149,071, general and administrative expenses of $106,799 and $341,967, depreciation of $35,434 and $84,446, interest expense of $-0- and $10,087, gain on sale of equipment of $-0- and $23,378 and miscellaneous income of $1,411 and $4,349 for the three and nine months ended September 30, 2016, respectively. (See Note 12 – Segment Reporting) |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 11 — 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 Company’s 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. Initial discussions are ongoing to extend the term of the agreement until December 31, 2019. A reconciliation of the non-controlling income attributable to the Company: Net income attributable to non-controlling interest for the three months ended September 30, 2017: Net income $ 192,667 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2017: Net income $ 482,046 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the three months ended September 30, 2016: Net income $ 345,835 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2016: Net income $ 807,834 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 December 31, 2016 through September 30, 2017: Balance, December 31, 2016 $ (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, September 30, 2017 $ (138,686 ) Effective October 1, 2015, the Company, through its wholly owned subsidiary, CCSC Holdings, Inc., acquired a 40% interest in Crane Creek Surgery Center (“Crane Creek”). 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 Crane Creek. A reconciliation of the non-controlling income attributable to the Company: Net loss attributable to non-controlling interest for the three months ended September 30, 2017: Net loss $ (462,310 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (277,386 ) Net loss attributable to non-controlling interest for the nine months ended September 30, 2017: Net loss $ (693,443 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (416,066 ) Net income attributable to non-controlling interest for the three months ended September 30, 2016: Net income $ 65,516 Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 39,310 Net income attributable to non-controlling interest for the nine months ended September 30, 2016: Net income $ 377,714 Average non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 226,629 The following table summarizes the changes in non-controlling interest from December 31, 2016 through September 30, 2017: Balance, December 31, 2016 1,150,335 Transfer (to) from the non-controlling interest as a result of change in ownership — Net income attributable to the non-controlling interest (416,066 ) Balance, September 30, 2017 $ 734,269 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 — SEGMENT REPORTING The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has three reportable segments: 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 2017 and 2016 comparable reporting periods; and will continue to do so hereafter. Information concerning the operations of the Company’s reportable segments is as follows: Summary Statement of Loss for the three months ended September 30, 2017: FCID Brevard. Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 3,026,457 $ 3,096,807 $ 1,003,781 $ - $ - $ 7,127,045 Rental revenue - 319,723 425,433 (183,708) 561,448 Total Revenue 3,026,457 3,416,530 1,003,781 425,433 (183,708) 7,688,493 Operating expenses: Salaries & benefits 1,379,579 1,646,473 286,526 296,916 - 3,609,494 Other operating expenses 600,242 159,917 863,920 401,860 (170,297) 1,855,642 General and administrative 702,849 1,371,014 123,091 409,446 (13,411) 2,592,989 Depreciation and amortization 75,009 7,256 193,853 85,562 - 361,680 Total operating expenses 2,757,679 3,184,660 1,467,390 1,193,784 (183,708) 8,419,805 Net income (loss) from operations: 268,778 231,870 (463,609) (768,351) - (731,312) Interest income (expense) (22,138) (4,255) (1,373) 141 - (27,625) Other income (expense) - 37,731 2,672 750 - 41,153 Net Income (loss) before income taxes: 246,640 265,346 (462,310) (767,460) - (717,784) Income taxes - - - - Net income (loss) 246,640 265,346 (462,310) (767,460) - (717,784) Non controlling interest - - 277,386 - - 277,386 Net income (loss) attributable to First Choice Healthcare Solutions $ 246,640 $ 265,346 $ (184,924) $ (767,460) $ - $ (440,398) Summary Statement of Loss for the nine months ended September 30, 2017: FCID Brevard. Medical Orthopaedic CCSC Corporate Total Revenue: Net Patient Service Revenue $ 9,074,335 $ 9,383,159 $ 3,442,458 $ - $ - $ 21,899,952 Rental revenue - 1,003,486 1,300,550 (580,451) 1,723,585 Total Revenue 9,074,335 10,386,645 3,442,458 1,300,550 (580,451) 23,623,537 Operating expenses: Salaries & benefits 3,717,528 5,179,937 878,033 779,823 10,555,321 Other operating expenses 1,896,333 1,836,422 2,591,174 1,230,797 (538,078) 7,016,648 General and administrative 1,848,132 2,750,752 427,454 1,163,676 (42,373) 6,147,641 Depreciation and amortization 218,230 19,656 250,147 256,559 - 744,592 Total operating expenses 7,680,223 9,786,767 4,146,808 3,430,855 (580,451) 24,464,202 Net income (loss) from operations: 1,394,112 599,878 (704,350) (2,130,305) - (840,665) Interest income (expense) (74,439) (12,640) (2,712) (15) - (89,806) Other income (expense) - 129,082 13,619 2,250 - 144,951 Net Income (Loss) before income taxes: 1,319,673 716,320 (693,443) (2,128,070) - (785,520) Income taxes - - - - Net income (Loss) 1,319,673 716,320 (693,443) (2,128,070) - (785,520) Non controlling interest - - 416,066 - - 416,066 Net income (loss) attributable to First Choice Healthcare Solutions $ 1,319,673 $ 716,320 $ (277,377) $ (2,128,070) $ - $ (369,454) Summary Statement of Income for the three months ended September 30, 2016: FCID Brevard The Crane Intercompany Medical Orthopaedic Center Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 2,940,370 $ 3,017,556 $ 1,125,839 $ - $ - $ 7,083,765 Rental revenue - 349,688 626,130 (389,840) 585,978 Total Revenue 2,940,370 3,367,244 1,125,839 626,130 (389,840) 7,669,743 Operating expenses: Salaries & benefits 897,173 1,571,955 310,338 378,706 - 3,158,172 Other operating expenses 772,723 849,845 609,164 413,442 (389,840) 2,255,334 General and administrative 407,039 652,858 106,799 388,455 - 1,555,151 Depreciation and amortization 68,670 6,281 35,434 85,436 - 195,821 Total operating expenses 2,145,605 3,080,939 1,061,735 1,266,039 (389,840) 7,164,478 Net income (loss) from operations: 794,765 286,305 64,104 (639,909) - 505,265 Interest income (expense) (53,521) (3,590) - 551 - (56,560) Other income (expense) - 133,383 1,411 750 - 135,544 Net Income (loss) before income taxes: 741,244 416,098 65,515 (638,608) - 584,249 Income taxes - - - - Net income (loss) 741,244 416,098 65,515 (638,608) - 584,249 Non controlling interest - - (39,309) - - (39,309) Net income (loss) attributable to First Choice Healthcare Solutions $ 741,244 $ 416,098 $ 26,206 $ (638,608) $ - $ 544,940 Summary Statement of Income for the nine months ended September 30, 2016: FCID Brevard The Crane Intercompany Medical Orthopaedic Center Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 7,626,705 $ 9,252,263 $ 3,843,200 $ - $ - $ 20,722,168 Rental revenue - 1,070,139 1,321,862 (549,573) 1,842,428 Total Revenue 7,626,705 10,322,402 3,843,200 1,321,862 (549,573) 22,564,596 Operating expenses: Salaries & benefits 2,597,839 4,792,576 917,731 769,637 - 9,077,783 Other operating expenses 1,631,706 2,563,080 2,149,071 934,935 (549,573) 6,729,219 General and administrative 1,090,665 2,145,665 341,967 1,205,237 - 4,783,534 Depreciation and amortization 203,369 17,497 84,446 326,259 - 631,571 Total operating expenses 5,523,579 9,518,818 3,493,215 3,236,068 (549,573) 21,222,107 Net income (loss) from operations: 2,103,126 803,584 349,985 (1,914,206) - 1,342,489 Interest income (expense) (165,144) (9,667) (10,087) (103,850) - (288,748) Amortization of financing costs - (1,317) - (14,337) - (15,654) Gain on sale of property - - 23,378 9,188,968 - 9,212,346 Other income (expense) - 234,614 4,349 2,250 - 241,213 Net Income (loss) before income taxes: 1,937,982 1,027,214 367,625 7,158,825 - 10,491,646 Income taxes - - - - Net income (loss) 1,937,982 1,027,214 367,625 7,158,825 - 10,491,646 Non controlling interest - - (226,628) - - (226,628) Net income (loss) attributable to First Choice Healthcare Solutions $ 1,937,982 $ 1,027,214 $ 140,997 $ 7,158,825 $ - $ 10,265,018 |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 CompanyÂ’s stock, and stock-based compensation. Actual results may differ from these estimates. |
Revenue recognition | Revenue recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, “ Multiple-Element Arrangements The Company recognizes in accordance with Accounting Standards Codification subtopic 954-310, “Health Care Entities” (“ASC 954-310”), significant patient service revenue at the time the services are rendered, even though it does not assess the patient’s ability to pay. Therefore, The Company’s interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Company’s reports. These estimates are based upon the history and identified trends for each of our payers. Patient service revenue The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Company’s patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. |
Concentrations of credit risk | Concentrations of credit risk The CompanyÂ’s financial instruments that are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the CompanyÂ’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Three months ended September 30, 2017 2016 Medicare 33.8% 31.1% Commercial Payor 1 18.0% 22.0% Commercial Payor 2 10.7% 12.7% Nine months ended September 30, 2017 2016 Medicare 35.7% 39.8% Commercial Payor 1 18.4% 16.9% Commercial Payor 2 11.6% 12.2% Receivable Concentration: September 30, December 31, 2017 2016 Medicare 20.6% 27.0% Commercial Payor 1 15.3% 19.8% Commercial Payor 2 13.8% 11.9% |
Accounts receivables | Accounts receivables As of September 30, 2017 and December 31, 2016, the CompanyÂ’s allowance for bad debts was $3,828,132 and $3,680,837, respectively. |
Net (loss) income per share | Net (loss) income per share Basic net (loss) income per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Numerator: Net (loss) income $ (440,398 ) $ 544,940 $ (369,454) $ 10,265,018 Denominator: Weighted-average common shares, basic 26,765,021 24,238,613 26,622,335 23,664,723 Weighted-average common shares, diluted 26,765,021 27,751,946 26,622,335 26,998,056 Basic: $ (0.02 ) $ 0.02 $ (0.01 ) $ 0.43 Diluted: $ (0.02 ) $ 0.02 $ (0.01 ) $ 0.38 The diluted earnings per common share included the effect of 3,333,333 common shares issuable upon the conversion of debt for the three and nine months ended September 30, 2016.The computation 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 common shares from convertible debt and from employee equity plans and issued warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options are were excluded from the computation of the diluted net income per share because their inclusion would be anti-dilutive. In addition, there were no vested restrict stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: September 30, 2017 2016 Convertible line of credit 800,000 — 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 510,000 150.000 6,185,000 7,474,630 |
Treasury Stock | Treasury Stock The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholdersÂ’ equity. |
Reclassification | Reclassification Certain reclassifications have been made to prior periodÂ’s data to conform to the current yearÂ’s presentation. These reclassifications had no effect on reported income or losses. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU”) 2014-09—Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. The Company is assessing the impact of this new standard on its financial statements and has not yet selected a transition method. In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842), requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. The Company is evaluating the effect that the updated standard will have on its financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for eight specific cash flow issues with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. The effective date for ASU 2016-15 is for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this new standard on its financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11 on its financial statements. In November 2016, the FASB issued ASU No. 2016-18, (“ASU 2016-18”) Statement of Cash Flows (Topic 230): Restricted Cash. |
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 condensed consolidated financial statements, except as disclosed. |
SIGNIFICANT ACCOUNTING POLICI20
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies Tables | |
Concentrations of credit risk | Concentration of Risk Revenue Concentration: Three months ended September 30, 2017 2016 Medicare 33.8% 31.1% Commercial Payor 1 18.0% 22.0% Commercial Payor 2 10.7% 12.7% Nine months ended September 30, 2017 2016 Medicare 35.7% 39.8% Commercial Payor 1 18.4% 16.9% Commercial Payor 2 11.6% 12.2% Receivable Concentration: September 30, December 31, 2017 2016 Medicare 20.6% 27.0% Commercial Payor 1 15.3% 19.8% Commercial Payor 2 13.8% 11.9% |
Net (loss) income per share | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Numerator: Net (loss) income $ (440,398 ) $ 544,940 $ (369,454) $ 10,265,018 Denominator: Weighted-average common shares, basic 26,765,021 24,238,613 26,622,335 23,664,723 Weighted-average common shares, diluted 26,765,021 27,751,946 26,622,335 26,998,056 Basic: $ (0.02 ) $ 0.02 $ (0.01 ) $ 0.43 Diluted: $ (0.02 ) $ 0.02 $ (0.01 ) $ 0.38 September 30, 2017 2016 Convertible line of credit 800,000 — 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 510,000 150.000 6,185,000 7,474,630 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets Tables | |
Schedule Of Other Assets | Other assets are comprised of the following: September 30, 2017 December 31, 2016 Goodwill (amount relating to VIE of $899,465) $ 899,465 $ 899,465 Deferred costs, net of amortization of $779,723 and $537,740 2,446,704 2,688,687 Patient list, net of accumulated amortization of $110,000 and $95,000 190,000 205,000 Patents, net of accumulated amortization of $71,625 and $57,300 214,875 229,200 Investments (amounts related to VIE of $22,005) 22,005 22,005 Deferred tax asset 181,029 181,029 Deposits 2,571 2,571 Total other assets $ 3,956,649 $ 4,227,957 |
STOCK OPTIONS, WARRANTS AND R22
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the restricted stock activity for the nine months ended September 30, 2017: Restricted shares units issued as of December 31, 2016 660,000 Granted — Forfeited (150,000 ) Total Restricted Shares Issued at September 30, 2017 510,000 Vested at September 30, 2017 — Unvested restricted shares as of September 30, 2017 510,000 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Current assets: Cash $ 7,245,821 $ 355,491 Accounts receivable, net 5,102,122 4,830,054 Other current assets 751,707 691,847 Total current assets 13,099,650 5,877,392 Property and equipment, net 82,232 70,444 Other assets 22,005 22,005 Total assets $ 13,203,887 $ 5,969,841 Current liabilities: Accounts payable and accrued liabilities $ 1,057,841 $ 904,684 Settlement payable-due to non-controlling interest 6,521,655 Due to First Choice Healthcare Solutions, Inc. 3,351,734 2,867,539 Other current liabilities 485,227 677,446 Total current liabilities 11,416,457 4,449,669 Long term debt 1,926,116 1,658,858 Total liabilities 13,342,573 6,108,527 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 13,203,887 $ 5,969,841 The tables below summarize the assets and liabilities associated with the Crane Creek as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Current assets: Cash $ 395,119 $ 353,367 Accounts receivable, net 1,029,598 1,180,907 Other current assets 157,628 129,430 Total current assets 1,582,345 1,663,704 Property and equipment, net 424,389 623,185 Goodwill 899,465 899,465 Total assets $ 2,906,199 $ 3,186,354 Current liabilities: Accounts payable and accrued liabilities $ 810,428 $ 461,489 Capital leases, short term 11,852 Other current liabilities 251,588 251,588 Total current liabilities 1,073,868 713,077 Capital leases, long term 50,106 - Deferred rent 558,442 556,051 Total liabilities 1,682,416 1,269,128 Equity-First Choice Healthcare Solutions, Inc. 489,514 766,891 Non-controlling interest 734,269 1,150,335 Total liabilities and deficit $ 2,906,199 $ 3,186,354 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Non-controlling Interest Tables | |
Schedule of Net loss attributable to non-controlling interest | Net income attributable to non-controlling interest for the three months ended September 30, 2017: Net income $ 192,667 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2017: Net income $ 482,046 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the three months ended September 30, 2016: Net income $ 345,835 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2016: Net income $ 807,834 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 December 31, 2016 through September 30, 2017: Balance, December 31, 2016 $ (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, September 30, 2017 $ (138,686 ) Net loss attributable to non-controlling interest for the three months ended September 30, 2017: Net loss $ (462,310 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (277,386 ) Net loss attributable to non-controlling interest for the nine months ended September 30, 2017: Net loss $ (693,443 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (416,066 ) Net income attributable to non-controlling interest for the three months ended September 30, 2016: Net income $ 65,516 Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 39,310 Net income attributable to non-controlling interest for the nine months ended September 30, 2016: Net income $ 377,714 Average non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 226,629 The following table summarizes the changes in non-controlling interest from December 31, 2016 through September 30, 2017: Balance, December 31, 2016 1,150,335 Transfer (to) from the non-controlling interest as a result of change in ownership — Net income attributable to the non-controlling interest (416,066 ) Balance, September 30, 2017 $ 734,269 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary Statement of Loss for the three months ended September 30, 2017: FCID Brevard. Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 3,026,457 $ 3,096,807 $ 1,003,781 $ - $ - $ 7,127,045 Rental revenue - 319,723 425,433 (183,708) 561,448 Total Revenue 3,026,457 3,416,530 1,003,781 425,433 (183,708) 7,688,493 Operating expenses: Salaries & benefits 1,379,579 1,646,473 286,526 296,916 - 3,609,494 Other operating expenses 600,242 159,917 863,920 401,860 (170,297) 1,855,642 General and administrative 702,849 1,371,014 123,091 409,446 (13,411) 2,592,989 Depreciation and amortization 75,009 7,256 193,853 85,562 - 361,680 Total operating expenses 2,757,679 3,184,660 1,467,390 1,193,784 (183,708) 8,419,805 Net income (loss) from operations: 268,778 231,870 (463,609) (768,351) - (731,312) Interest income (expense) (22,138) (4,255) (1,373) 141 - (27,625) Other income (expense) - 37,731 2,672 750 - 41,153 Net Income (loss) before income taxes: 246,640 265,346 (462,310) (767,460) - (717,784) Income taxes - - - - Net income (loss) 246,640 265,346 (462,310) (767,460) - (717,784) Non controlling interest - - 277,386 - - 277,386 Net income (loss) attributable to First Choice Healthcare Solutions $ 246,640 $ 265,346 $ (184,924) $ (767,460) $ - $ (440,398) Summary Statement of Loss for the nine months ended September 30, 2017: FCID Brevard. Medical Orthopaedic CCSC Corporate Total Revenue: Net Patient Service Revenue $ 9,074,335 $ 9,383,159 $ 3,442,458 $ - $ - $ 21,899,952 Rental revenue - 1,003,486 1,300,550 (580,451) 1,723,585 Total Revenue 9,074,335 10,386,645 3,442,458 1,300,550 (580,451) 23,623,537 Operating expenses: Salaries & benefits 3,717,528 5,179,937 878,033 779,823 10,555,321 Other operating expenses 1,896,333 1,836,422 2,591,174 1,230,797 (538,078) 7,016,648 General and administrative 1,848,132 2,750,752 427,454 1,163,676 (42,373) 6,147,641 Depreciation and amortization 218,230 19,656 250,147 256,559 - 744,592 Total operating expenses 7,680,223 9,786,767 4,146,808 3,430,855 (580,451) 24,464,202 Net income (loss) from operations: 1,394,112 599,878 (704,350) (2,130,305) - (840,665) Interest income (expense) (74,439) (12,640) (2,712) (15) - (89,806) Other income (expense) - 129,082 13,619 2,250 - 144,951 Net Income (Loss) before income taxes: 1,319,673 716,320 (693,443) (2,128,070) - (785,520) Income taxes - - - - Net income (Loss) 1,319,673 716,320 (693,443) (2,128,070) - (785,520) Non controlling interest - - 416,066 - - 416,066 Net income (loss) attributable to First Choice Healthcare Solutions $ 1,319,673 $ 716,320 $ (277,377) $ (2,128,070) $ - $ (369,454) Summary Statement of Income for the three months ended September 30, 2016: FCID Brevard The Crane Intercompany Medical Orthopaedic Center Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 2,940,370 $ 3,017,556 $ 1,125,839 $ - $ - $ 7,083,765 Rental revenue - 349,688 626,130 (389,840) 585,978 Total Revenue 2,940,370 3,367,244 1,125,839 626,130 (389,840) 7,669,743 Operating expenses: Salaries & benefits 897,173 1,571,955 310,338 378,706 - 3,158,172 Other operating expenses 772,723 849,845 609,164 413,442 (389,840) 2,255,334 General and administrative 407,039 652,858 106,799 388,455 - 1,555,151 Depreciation and amortization 68,670 6,281 35,434 85,436 - 195,821 Total operating expenses 2,145,605 3,080,939 1,061,735 1,266,039 (389,840) 7,164,478 Net income (loss) from operations: 794,765 286,305 64,104 (639,909) - 505,265 Interest income (expense) (53,521) (3,590) - 551 - (56,560) Other income (expense) - 133,383 1,411 750 - 135,544 Net Income (loss) before income taxes: 741,244 416,098 65,515 (638,608) - 584,249 Income taxes - - - - Net income (loss) 741,244 416,098 65,515 (638,608) - 584,249 Non controlling interest - - (39,309) - - (39,309) Net income (loss) attributable to First Choice Healthcare Solutions $ 741,244 $ 416,098 $ 26,206 $ (638,608) $ - $ 544,940 Summary Statement of Income for the nine months ended September 30, 2016: FCID Brevard The Crane Intercompany Medical Orthopaedic Center Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 7,626,705 $ 9,252,263 $ 3,843,200 $ - $ - $ 20,722,168 Rental revenue - 1,070,139 1,321,862 (549,573) 1,842,428 Total Revenue 7,626,705 10,322,402 3,843,200 1,321,862 (549,573) 22,564,596 Operating expenses: Salaries & benefits 2,597,839 4,792,576 917,731 769,637 - 9,077,783 Other operating expenses 1,631,706 2,563,080 2,149,071 934,935 (549,573) 6,729,219 General and administrative 1,090,665 2,145,665 341,967 1,205,237 - 4,783,534 Depreciation and amortization 203,369 17,497 84,446 326,259 - 631,571 Total operating expenses 5,523,579 9,518,818 3,493,215 3,236,068 (549,573) 21,222,107 Net income (loss) from operations: 2,103,126 803,584 349,985 (1,914,206) - 1,342,489 Interest income (expense) (165,144) (9,667) (10,087) (103,850) - (288,748) Amortization of financing costs - (1,317) - (14,337) - (15,654) Gain on sale of property - - 23,378 9,188,968 - 9,212,346 Other income (expense) - 234,614 4,349 2,250 - 241,213 Net Income (loss) before income taxes: 1,937,982 1,027,214 367,625 7,158,825 - 10,491,646 Income taxes - - - - Net income (loss) 1,937,982 1,027,214 367,625 7,158,825 - 10,491,646 Non controlling interest - - (226,628) - - (226,628) Net income (loss) attributable to First Choice Healthcare Solutions $ 1,937,982 $ 1,027,214 $ 140,997 $ 7,158,825 $ - $ 10,265,018 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Textual) - $ / shares | 4 Months Ended | 9 Months Ended | |
May 01, 2015 | Sep. 30, 2017 | Oct. 01, 2015 | |
Options issued to purchase the Company's common stock | 3,000,000 | ||
Stock Purchase Price | $ 1.35 | ||
B.A.C.K. Center [Member] | |||
Options issued to purchase the Company's common stock | 3,000,000 | ||
Stock Purchase Price | $ 1.35 | ||
Crane Creek Surgery Center One [Member] | |||
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 Crane Creek | ||
Crane Creek Surgery Center [Member] | |||
Bearing interest rate | 40.00% | ||
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 Crane Creek |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Revenue Concentration | |||||
Medicare | 33.80% | 31.10% | 35.70% | 39.80% | |
Commercial Payor 1 | 18.00% | 22.00% | 18.40% | 16.90% | |
Commercial Payor 2 | 10.70% | 12.70% | 11.60% | 12.20% | |
Receivable Concentration | |||||
Medicare | 20.60% | 27.00% | |||
Commercial Payor 1 | 15.30% | 19.80% | |||
Commercial Payor 2 | 13.80% | 11.90% |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income | $ (440,398) | $ 544,940 | $ (369,454) | $ 10,265,018 |
Denominator: | ||||
Weighted-average common shares, basic | 26,765,021 | 24,238,613 | 26,622,335 | 23,664,723 |
Weighted-average common shares, diluted | 26,765,021 | 27,751,946 | 26,622,335 | 26,998,056 |
Basic: | $ (0.02) | $ 0.02 | $ (0.01) | $ 0.43 |
Diluted: | $ (0.02) | $ 0.02 | $ (0.01) | $ 0.38 |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 6,185,000 | 7,474,630 |
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 | |
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 | 510,000 | 150,000 |
SIGNIFICANT ACCOUNTING POLICI30
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||||
Allowance for Doubtful Accounts Receivable | $ 3,828,132 | $ 3,680,837 | ||
Conversion of debt | $ 3,333,333 | $ 3,333,333 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Other Assets Details | ||
Goodwill (amount relating to VIE of $899,465) | $ 899,465 | $ 899,465 |
Deferred costs, net of amortization of $618,401 and $537,740 | 2,446,704 | 2,688,687 |
Patient list, net of accumulated amortization of $100,000 and $95,000 | 190,000 | 205,000 |
Patents, net of accumulated amortization of $62,075 and $57,300 | 214,875 | 229,200 |
Investments (amounts related to VIE of $22,005) | 22,005 | 22,005 |
Deferred tax asset | 181,029 | 181,029 |
Deposits | 2,571 | 2,571 |
Total other assets | $ 3,956,649 | $ 4,227,957 |
LINES OF CREDIT (Details Textua
LINES OF CREDIT (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 13, 2013 | Apr. 09, 2013 | Jun. 27, 2012 | Sep. 30, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||||||
Line Of Credit Facility, Amount Outstanding | $ 2,000,000 | $ 1,100,000 | $ 600,000 | |||
Debt Instrument, Term | 60 days | |||||
Line of Credit Facility, Average Outstanding Amount | $ 440,024 | |||||
Matures date | Apr. 1, 2016 | |||||
Shares issued convertible debt, Amount | $ 2,236,907 | |||||
CT Capital LTD [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Short-term Debt, Maximum Amount Outstanding During Period | $ 2,500,000 | |||||
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 | 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. | |||||
Debt Instrument, Interest Rate During Period | 6.00% | |||||
Line Of Credit Facility, Amount Outstanding | $ 1,100,000 | |||||
Matures date | Sep. 30, 2017 | Jun. 30, 2018 | ||||
TBC Equipment Leasing, LLC member [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
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, Amount Outstanding | $ 1,400,000 | |||||
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 September 30, 2017, 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 | |||||
Accounts Receivable [Member] | Line of Credit, Florida Business Bank [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 1.00% | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,383,000 | |||||
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 2.75% per annum (the Loan). | |||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 1,383,000 |
RESTRICTED CASH _SETTLEMENT P33
RESTRICTED CASH /SETTLEMENT PAYABLE (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restricted Cash Settlement Payable Details Textual | |
Proceeds from settlement | $ 6,521,655 |
CAPITAL STOCK (Details Textual)
CAPITAL STOCK (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Common Stock, Shares, Issued for Services Amount | $ | $ 198,373 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 1,866,667 |
Stock Issued During Period, Value, Conversion of Convertible Securities | $ | $ 1,400,000 |
Shares purchased Value | $ | $ 187,121 |
Shares purchased | shares | 128,691 |
Share Price | $ / shares | $ 1.54 |
Common stock canceled shares | shares | 142,500 |
Employee Stock Option [Member] | |
Common Stock, Shares, Issued for Services | shares | 306,000 |
Common Stock, Shares, Issued for Services Amount | $ | $ 275,409 |
STOCK OPTIONS, WARRANTS AND R35
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2017shares | |
Restricted shares units issued as of December 31, 2016 | 660,000 |
Number of Shares, Granted | 0 |
Number of Shares, Forfeited | (150,000) |
Number of Shares, Outstanding | 510,000 |
Vested at September 30, 2017 | 0 |
Unvested restricted shares as of September 30, 2017 | 510,000 |
STOCK OPTIONS, WARRANTS AND R36
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Fair value restricted stock vesting | $ 148,761 | $ 0 | $ 275,408 | $ 0 |
Stock based compensation related to restricted stock | $ 790,416 | |||
Weighted average remaining period | 4 years 2 months 23 days | |||
Probability the performance | 100.00% |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash | $ 2,695,482 | $ 4,593,638 | $ 6,591,035 | $ 1,594,998 |
Accounts receivable | 11,119,757 | 9,536,830 | ||
Total current assets | 22,112,745 | 15,373,321 | ||
Property and equipment, net | 2,353,150 | 2,544,816 | ||
Other assets | 3,956,649 | 4,227,957 | ||
Total assets | 28,422,544 | 22,146,094 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,499,396 | 2,083,231 | ||
Total current liabilities | 11,302,019 | 4,839,683 | ||
Total liabilities | 13,965,047 | 7,189,738 | ||
Non-controlling interest | 595,583 | 1,011,649 | ||
Total liabilities and deficit | 28,422,544 | 22,146,094 | ||
B.A.C.K. Center [Member] | ||||
Current assets: | ||||
Cash | 7,245,821 | 355,491 | ||
Accounts receivable | 5,102,122 | 4,830,054 | ||
Other current assets | 751,707 | 691,847 | ||
Total current assets | 13,099,650 | 5,877,392 | ||
Property and equipment, net | 82,232 | 70,444 | ||
Other assets | 22,005 | 22,005 | ||
Total assets | 13,203,887 | 5,969,841 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 1,057,841 | 904,684 | ||
Settlement payable-due to non-controlling interest | 6,521,655 | |||
Due to First Choice Healthcare Solutions, Inc. | 3,351,734 | 2,867,539 | ||
Other current liabilities | 485,227 | 677,446 | ||
Total current liabilities | 11,416,457 | 4,449,669 | ||
Long term debt | 1,926,116 | 1,658,858 | ||
Total liabilities | 13,342,573 | 6,108,527 | ||
Non-controlling interest | (138,686) | (138,686) | ||
Total liabilities and deficit | $ 13,203,887 | $ 5,969,841 |
VARIABLE INTEREST ENTITY (Det38
VARIABLE INTEREST ENTITY (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash | $ 2,695,482 | $ 4,593,638 | $ 6,591,035 | $ 1,594,998 |
Accounts receivable, net | 11,119,757 | 9,536,830 | ||
Total current assets | 22,112,745 | 15,373,321 | ||
Property and equipment, net | 2,353,150 | 2,544,816 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 28,422,544 | 22,146,094 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,499,396 | 2,083,231 | ||
Total current liabilities | 11,302,019 | 4,839,683 | ||
Deferred rent | 2,556,515 | 2,293,594 | ||
Total liabilities | 13,965,047 | 7,189,738 | ||
Equity-First Choice Healthcare Solutions, Inc | 26,829 | 24,631 | ||
Non-controlling interest | 595,583 | 1,011,649 | ||
Total liabilities and deficit | 28,422,544 | 22,146,094 | ||
Crane Creek Surgery Center [Member] | ||||
Current assets: | ||||
Cash | 395,119 | 353,367 | ||
Accounts receivable, net | 1,029,598 | 1,180,907 | ||
Other current assets | 157,628 | 129,430 | ||
Total current assets | 1,582,345 | 1,663,704 | ||
Property and equipment, net | 424,389 | 623,185 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 2,906,199 | 3,186,354 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 810,428 | 461,489 | ||
Capital leases, short term | 11,852 | |||
Other current liabilities | 251,588 | 251,588 | ||
Total current liabilities | 1,073,868 | 713,077 | ||
Deferred rent | 50,106 | |||
Total liabilities | 558,442 | 556,051 | ||
Capital leases, long term | 1,682,416 | 1,269,128 | ||
Equity-First Choice Healthcare Solutions, Inc | 489,514 | 766,891 | ||
Non-controlling interest | 734,269 | 1,150,335 | ||
Total liabilities and deficit | $ 2,906,199 | $ 3,186,354 |
VARIABLE INTEREST ENTITY (Det39
VARIABLE INTEREST ENTITY (Details Textual) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | May 01, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Oct. 01, 2015 | |
Options issued to purchase the Company's common stock | 3,000,000 | |||||
Total revenues | $ 7,688,493 | $ 7,669,743 | $ 9,789,366 | $ 23,623,537 | $ 22,564,596 | |
Salaries and benefits | 3,609,494 | 3,158,172 | 4,084,312 | 10,555,321 | 9,077,783 | |
Operating expenses | 8,419,805 | 7,164,478 | 24,464,202 | 21,222,107 | ||
General and administrative expenses | 2,592,989 | 1,555,151 | 3,928,244 | 6,147,641 | 4,783,534 | |
Depreciation | 18,404 | |||||
Interest and financing costs | (27,625) | (56,560) | $ 28,524 | (89,806) | (288,748) | |
Other income (expense) | 41,153 | 135,544 | $ 144,951 | 241,213 | ||
Matures date | Apr. 1, 2016 | |||||
Stock Purchase Price | $ 1.35 | |||||
B.A.C.K. Center [Member] | ||||||
Options issued to purchase the Company's common stock | 3,000,000 | |||||
Total revenues | 3,416,530 | 3,367,244 | $ 10,386,645 | 10,322,402 | ||
Salaries and benefits | 1,646,473 | 1,762,710 | 5,179,937 | 1,571,955 | ||
Operating expenses | 159,917 | 1,836,422 | ||||
General and administrative expenses | 1,371,014 | 652,858 | 2,750,752 | 2,145,665 | ||
Depreciation | 7,256 | 6,281 | 19,656 | 17,497 | ||
Interest and financing costs | 4,255 | 3,590 | 12,640 | 9,667 | ||
Other income (expense) | 37,731 | 133,383 | $ 129,082 | 234,614 | ||
Stock Purchase Price | $ 1.35 | |||||
Crane Creek Surgery Center [Member] | ||||||
Total revenues | 1,003,781 | 1,125,839 | $ 3,442,458 | 3,843,200 | ||
Salaries and benefits | 286,526 | 310,338 | 878,033 | 917,731 | ||
Operating expenses | 863,920 | 609,164 | 2,591,174 | 2,149,071 | ||
General and administrative expenses | 123,091 | 106,799 | 427,454 | 341,967 | ||
Depreciation | 193,853 | 35,434 | 250,147 | 84,446 | ||
Interest and financing costs | 0 | 23,378 | ||||
Interest expense | 1,373 | 0 | 2,712 | 10,087 | ||
Miscellaneous income | $ 2,672 | $ 1,411 | 13,619 | $ 4,349 | ||
Bearing interest rate | 40.00% | |||||
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 Crane Creek | |||||
Gain on sale of equipment | $ 18,878 | |||||
Crane Creek Surgery Center One [Member] | ||||||
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 Crane Creek |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Net income loss attributable to the non-controlling interest | $ 277,386 | $ (39,309) | $ 416,066 | $ (226,628) | |
B.A.C.K. Center [Member] | |||||
Net income | $ 192,667 | $ 345,835 | $ 482,046 | $ 807,834 | |
Average Non-controlling interest percentage of profit/losses | 0.00% | 0.00% | 0.00% | 0.00% | |
Net income loss attributable to the non-controlling interest | $ 0 | $ 0 | $ 0 | $ 0 | |
CCSC HoldingsInc [Member] | |||||
Net income | $ (462,310) | $ 65,516 | $ (693,443) | $ 377,714 | |
Average Non-controlling interest percentage of profit/losses | 60.00% | 60.00% | 60.00% | 60.00% | |
Net income loss attributable to the non-controlling interest | $ (277,386) | $ 39,310 | $ (416,066) | $ 226,629 |
NON-CONTROLLING INTEREST (Det41
NON-CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Balance, December 31, 2016 | $ 1,011,649 | ||||
Net income loss attributable to the non-controlling interest | $ 277,386 | $ (39,309) | 416,066 | $ (226,628) | |
Balance, September 30, 2017 | 595,583 | 595,583 | $ 1,011,649 | ||
B.A.C.K. Center [Member] | |||||
Balance, December 31, 2016 | (138,686) | ||||
Transfer (to) from the non-controlling interest as a result of change in ownership | 0 | ||||
Net income loss attributable to the non-controlling interest | 0 | 0 | 0 | 0 | |
Balance, September 30, 2017 | (138,686) | (138,686) | (138,686) | ||
CCSC HoldingsInc [Member] | |||||
Balance, December 31, 2016 | 1,150,335 | ||||
Transfer (to) from the non-controlling interest as a result of change in ownership | 0 | ||||
Net income loss attributable to the non-controlling interest | (277,386) | $ 39,310 | (416,066) | $ 226,629 | |
Balance, September 30, 2017 | 734,269 | 734,269 | 1,150,335 | ||
Crane Creek Surgery Center [Member] | |||||
Balance, December 31, 2016 | 1,150,335 | ||||
Transfer (to) from the non-controlling interest as a result of change in ownership | |||||
Net income loss attributable to the non-controlling interest | (416,066) | ||||
Balance, September 30, 2017 | $ 734,269 | $ 734,269 | $ 1,150,335 |
NON-CONTROLLING INTEREST (Det42
NON-CONTROLLING INTEREST (Details Textual) - $ / shares | 4 Months Ended | 9 Months Ended | |
May 01, 2015 | Sep. 30, 2017 | Oct. 01, 2015 | |
Matures date | Apr. 1, 2016 | ||
Options issued to purchase the Company's common stock | 3,000,000 | ||
Stock Purchase Price | $ 1.35 | ||
B.A.C.K. Center [Member] | |||
Options issued to purchase the Company's common stock | 3,000,000 | ||
Stock Purchase Price | $ 1.35 | ||
Crane Creek Surgery Center One [Member] | |||
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 Crane Creek | ||
Crane Creek Surgery Center [Member] | |||
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 Crane Creek |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | May 01, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | |||||
Net patient service revenue | $ 7,127,045 | $ 7,083,765 | $ 21,899,952 | $ 20,722,168 | |
Rental revenue | 561,448 | 585,978 | 1,723,585 | 1,842,428 | |
Total revenue | 7,688,493 | 7,669,743 | $ 9,789,366 | 23,623,537 | 22,564,596 |
Operating expenses: | |||||
Salaries & benefits | 3,609,494 | 3,158,172 | 4,084,312 | 10,555,321 | 9,077,783 |
Other operating expenses | 1,855,642 | 2,255,334 | 7,016,648 | 6,729,219 | |
General and administrative | 2,592,989 | 1,555,151 | 3,928,244 | 6,147,641 | 4,783,534 |
Depreciation and amortization | 361,680 | 195,821 | 744,592 | 631,571 | |
Total operating expenses | 8,419,805 | 7,164,478 | 24,464,202 | 21,222,107 | |
Net income (loss) from operations: | (731,312) | 505,265 | (840,665) | 1,342,489 | |
Interest income (expense) | (27,625) | (56,560) | $ 28,524 | (89,806) | (288,748) |
Amortization of financing costs | 15,654 | ||||
Gain on sale of property | 9,212,346 | ||||
Other income (expense) | 41,153 | 135,544 | 144,951 | 241,213 | |
Net Income (loss) before income taxes: | (717,784) | 584,249 | (785,520) | 10,491,646 | |
Income taxes | |||||
Net income (loss) | (717,784) | 584,249 | (785,520) | 10,491,646 | |
Non-controlling interest | 277,386 | (39,309) | 416,066 | (226,628) | |
Net income (loss) attributable to First Choice Healthcare Solutions | (440,398) | 544,940 | (369,454) | 10,265,018 | |
FCID Medical [Member] | |||||
Revenue: | |||||
Net patient service revenue | 3,026,457 | 2,940,370 | 9,074,335 | 7,626,705 | |
Rental revenue | |||||
Total revenue | 3,026,457 | 2,940,370 | 9,074,335 | 7,626,705 | |
Operating expenses: | |||||
Salaries & benefits | 1,379,579 | 897,173 | 3,717,528 | 2,597,839 | |
Other operating expenses | 600,242 | 772,723 | 1,896,333 | 1,631,706 | |
General and administrative | 702,849 | 407,039 | 1,848,132 | 1,090,665 | |
Depreciation and amortization | 75,009 | 68,670 | 218,230 | 203,369 | |
Total operating expenses | 2,757,679 | 2,145,605 | 7,680,223 | 5,523,579 | |
Net income (loss) from operations: | 268,778 | 794,765 | 1,394,112 | 2,103,126 | |
Interest income (expense) | (22,138) | (53,521) | (74,439) | (165,144) | |
Amortization of financing costs | |||||
Gain on sale of property | |||||
Other income (expense) | |||||
Net Income (loss) before income taxes: | 246,640 | 741,244 | 1,319,673 | 1,937,982 | |
Income taxes | |||||
Net income (loss) | 246,640 | 741,244 | 1,319,673 | 1,937,982 | |
Non-controlling interest | |||||
Net income (loss) attributable to First Choice Healthcare Solutions | 246,640 | 741,244 | 1,319,673 | 1,937,982 | |
Brevard Orthopaedic [Member] | |||||
Revenue: | |||||
Net patient service revenue | 3,096,807 | 3,017,556 | 9,383,159 | 9,252,263 | |
Rental revenue | 319,723 | 349,688 | 1,003,486 | 1,070,139 | |
Total revenue | 3,416,530 | 3,367,244 | 10,386,645 | 10,322,402 | |
Operating expenses: | |||||
Salaries & benefits | 1,646,473 | 1,571,955 | 5,179,937 | 4,792,576 | |
Other operating expenses | 159,917 | 849,845 | 1,836,422 | 2,563,080 | |
General and administrative | 1,371,014 | 652,858 | 2,750,752 | 2,145,665 | |
Depreciation and amortization | 7,256 | 6,281 | 19,656 | 17,497 | |
Total operating expenses | 3,184,660 | 3,080,939 | 9,786,767 | 9,518,818 | |
Net income (loss) from operations: | 231,870 | 286,305 | 599,878 | 803,584 | |
Interest income (expense) | (4,255) | (3,590) | (12,640) | (9,667) | |
Amortization of financing costs | (1,317) | ||||
Gain on sale of property | |||||
Other income (expense) | 37,731 | 133,383 | 129,082 | 234,614 | |
Net Income (loss) before income taxes: | 265,346 | 416,098 | 716,320 | 1,027,214 | |
Net income (loss) | 265,346 | 416,098 | 716,320 | 1,027,214 | |
Non-controlling interest | |||||
Net income (loss) attributable to First Choice Healthcare Solutions | 265,346 | 416,098 | 716,320 | 1,027,214 | |
The Crane Center [Member] | |||||
Revenue: | |||||
Net patient service revenue | 1,003,781 | 1,125,839 | 3,442,458 | 3,843,200 | |
Total revenue | 1,003,781 | 1,125,839 | 3,442,458 | 3,843,200 | |
Operating expenses: | |||||
Salaries & benefits | 286,526 | 310,338 | 878,033 | 917,731 | |
Other operating expenses | 863,920 | 609,164 | 2,591,174 | 2,149,071 | |
General and administrative | 123,091 | 106,799 | 427,454 | 341,967 | |
Depreciation and amortization | 193,853 | 35,434 | 250,147 | 84,446 | |
Total operating expenses | 1,467,390 | 1,061,735 | 4,146,808 | 3,493,215 | |
Net income (loss) from operations: | (463,609) | 64,104 | (704,350) | 349,985 | |
Interest income (expense) | (1,373) | (2,712) | (10,087) | ||
Amortization of financing costs | |||||
Gain on sale of property | 23,378 | ||||
Other income (expense) | 2,672 | 1,411 | 13,619 | 4,349 | |
Net Income (loss) before income taxes: | (462,310) | 65,515 | (693,443) | 367,625 | |
Net income (loss) | (462,310) | 65,515 | (693,443) | 367,625 | |
Non-controlling interest | 277,386 | (39,309) | 416,066 | (226,628) | |
Net income (loss) attributable to First Choice Healthcare Solutions | (184,924) | 26,206 | (277,377) | 140,997 | |
Corporate [Member] | |||||
Revenue: | |||||
Net patient service revenue | |||||
Rental revenue | 425,433 | 626,130 | 1,300,550 | 1,321,862 | |
Total revenue | 425,433 | 626,130 | 1,300,550 | 1,321,862 | |
Operating expenses: | |||||
Salaries & benefits | 296,916 | 378,706 | 779,823 | 769,637 | |
Other operating expenses | 401,860 | 413,442 | 1,230,797 | 934,935 | |
General and administrative | 409,446 | 388,455 | 1,163,676 | 1,205,237 | |
Depreciation and amortization | 85,562 | 85,436 | 256,559 | 326,259 | |
Total operating expenses | 1,193,784 | 1,266,039 | 3,430,855 | 3,236,068 | |
Net income (loss) from operations: | (768,351) | (639,909) | (2,130,305) | (1,914,206) | |
Interest income (expense) | 141 | 551 | (15) | (103,850) | |
Amortization of financing costs | (14,337) | ||||
Gain on sale of property | 9,188,968 | ||||
Other income (expense) | 750 | 750 | 2,250 | 2,250 | |
Net Income (loss) before income taxes: | (767,460) | (638,608) | (2,128,070) | 7,158,825 | |
Income taxes | |||||
Net income (loss) | (767,460) | (638,608) | (2,128,070) | 7,158,825 | |
Non-controlling interest | |||||
Net income (loss) attributable to First Choice Healthcare Solutions | (767,460) | (638,608) | (2,128,070) | 7,158,825 | |
Intercompanyt Elimination [Member] | |||||
Revenue: | |||||
Net patient service revenue | |||||
Rental revenue | (183,708) | (389,840) | (580,451) | (549,573) | |
Total revenue | (183,708) | (389,840) | (580,451) | (549,573) | |
Operating expenses: | |||||
Salaries & benefits | |||||
Other operating expenses | (170,297) | (389,840) | (538,078) | (549,573) | |
General and administrative | (13,411) | (42,373) | |||
Depreciation and amortization | |||||
Total operating expenses | (183,708) | (389,840) | (580,451) | (549,573) | |
Net income (loss) from operations: | |||||
Interest income (expense) | |||||
Amortization of financing costs | |||||
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 |