Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | ||
Entity Central Index Key | 1,416,876 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | true | ||
Amendment Description | The purpose of Amendment No. 1 on Form 10-K/A to the Companys annual report on Form 10-K for the year ended December 31, 2017 is to file the XBRL. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 24,577,543 | ||
Entity Common Stock, Shares Outstanding | 32,172,389 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash (amounts related to VIE of $702,476 and $708,858) | $ 2,015,534 | $ 4,593,638 |
Accounts receivable, net (amounts related to VIE of $4,420,605 and $6,010,961) | 8,699,714 | 9,536,830 |
Employee loans (amounts related to VIE of $490,550 and $491,850) | 1,155,109 | 820,341 |
Prepaid and other current assets (amounts related to VIE of $425,725 and $329,427) | 676,931 | 422,512 |
Total current assets | 12,547,288 | 15,373,321 |
Property, plant and equipment, net (amounts related to VIE of $469,927 and $693,629) | 2,295,163 | 2,544,816 |
Other assets (amounts related to VIE of $921,470 (Note 4) | 3,908,781 | 4,227,957 |
Total assets | 18,751,232 | 22,146,094 |
Current liabilities | ||
Accounts payable and accrued expenses (amounts related to VIE of $1,479,075 and $1,366,143) | 2,379,404 | 2,083,231 |
Accounts payable, related party (amount related to VIE of $251,588) | 251,588 | 251,588 |
AMT Tax Payable | 223,899 | 181,029 |
Lines of credit, short term (amount related to VIE of $440,024 and $439,524) | 1,540,024 | 1,539,524 |
Notes payable, current portion | 29,552 | 519,452 |
Unearned revenue | 44,607 | 26,936 |
Deferred rent, short term portion (amount related to VIE of $45,203 and $237,923) | 105,171 | 237,923 |
Total current liabilities | 4,574,425 | 4,839,683 |
Long term Liabilities: | ||
Deposits held | 41,930 | 41,930 |
Notes payable, long term portion | 60,146 | 14,531 |
Deferred rent, long term portion (amount related to VIE of $2,510,406 and $2,214,909) | 2,589,568 | 2,293,594 |
Total long term Liabilities | 2,691,644 | 2,350,055 |
Total liabilities | 7,265,889 | 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, 27,356,838 and 24,631,327 shares issued; 27,167,818 and 24,631,327 shares outstanding as of December 31, 2017 and 2016, respectively | 27,357 | 24,631 |
Additional paid in capital | 25,185,487 | 24,020,610 |
Treasury stock, 189,020 and 0 common shares, at cost, respectively | (249,265) | |
Accumulated deficit | 13,989,018 | (10,100,534) |
Total stockholders' equity attributable to First Choice Healthcare Solutions, Inc. | 10,974,561 | 13,944,707 |
Non-controlling interest (note 12) | 510,782 | 1,011,649 |
Total equity | 11,485,343 | 14,956,356 |
Total liabilities and equity | $ 18,751,232 | $ 22,146,094 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid and other current assets | $ 676,931 | $ 422,512 |
Property, plant and equipment | 2,295,163 | 2,544,816 |
Other assets | 3,908,781 | 4,227,957 |
Accounts payable and accrued expenses | 2,379,404 | 2,083,231 |
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 | $ 2,589,568 | $ 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 | 27,356,838 | |
Common stock, shares outstanding | 27,167,818 | 24,631,327 |
VIE [Member] | ||
Cash Related to VIE | $ 702,476 | $ 708,858 |
Accounts receivable | 4,420,605 | 6,010,961 |
Employee loans | 490,550 | 491,850 |
Prepaid and other current assets | 425,725 | 329,427 |
Property, plant and equipment | 469,927 | 693,629 |
Other assets | 921,470 | |
Accounts payable and accrued expenses | 1,479,075 | 1,366,143 |
Line of credit, short term | 440,024 | 439,524 |
Deferred rent, short term portion | 45,203 | 237,923 |
Deferred rent, long term portion | $ 2,510,406 | $ 2,214,909 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Patient service revenue | $ 30,678,449 | $ 27,978,106 |
Allowance for contractual allowances and bad debts | (4,209,820) | (924,916) |
Net patient service revenue less provision for bad debts | 26,468,629 | 27,053,190 |
Rental revenue | 2,275,418 | 2,410,892 |
Total revenue | 28,744,047 | 29,464,082 |
Operating expenses: | ||
Salaries and benefits | 16,291,238 | 13,696,590 |
Other operating expenses | 10,327,434 | 9,271,684 |
General and administrative | 5,593,704 | 5,534,446 |
Depreciation and amortization | 941,836 | 821,709 |
Total operating expenses | 33,154,213 | 29,324,429 |
Net (loss) income from operations | (4,410,166) | 139,653 |
Other income (expense): | ||
Gain on sale of property and improvements | 9,207,846 | |
Miscellaneous income (expense) | 120,799 | 278,358 |
Amortization of financing costs | (15,654) | |
Interest expense, net | (99,984) | (343,161) |
Total other income (expense) | 20,815 | 9,127,389 |
Net income (loss) before provision for income taxes | (4,389,351) | 9,267,042 |
Income taxes | ||
Net income (loss) | (4,389,351) | 9,267,042 |
Non-controlling interest (note 12) | 500,867 | (92,659) |
NET INCOME (LOSS) ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ 3,888,484 | $ 9,174,383 |
Net (loss) income per common share, basic | $ (0.15) | $ 0.38 |
Net (loss) income per common share, diluted | $ (0.15) | $ 0.37 |
Weighted average number of common shares outstanding, basic | 26,658,926 | 23,843,239 |
Weighted average number of common shares outstanding, diluted | 26,658,926 | 25,309,905 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (4,389,351) | $ 9,267,042 |
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 941,836 | 821,709 |
Amortization of financing costs | 15,654 | |
Bad debt expense | 4,209,820 | 924,916 |
Gain on sale of property and equipment | (9,207,846) | |
Stock based compensation | 1,167,603 | 1,276,681 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,372,704) | (3,837,852) |
Prepaid expenses and other current assets | 266,819 | (105,739) |
Restricted funds | 359,414 | |
Employee loans | (334,768) | (148,048) |
Accounts payable and accrued expenses | 296,173 | (2,502,528) |
Income taxes payable | 42,870 | |
Settlement payable | (600,000) | |
Deposits | 302 | (25,502) |
Deferred rent | 132,752 | 271,508 |
Unearned income | 17,671 | (15,768) |
Net cash used in operating activities | (1,554,615) | (3,506,359) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property | 15,113,497 | |
Purchase of equipment | (330,439) | (254,627) |
Net cash (used in) provided by investing activities | (330,439) | 14,858,870 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
(Repayments) proceeds from advances | (43,082) | |
Proceeds from notes payable, related party | 86,713 | |
Proceeds from line of credit | 500 | 372,636 |
Payment to acquire previously issued warrants | (600,000) | |
Purchase of treasury stock | (249,265) | |
Net payments on notes payable | (530,998) | (8,083,425) |
Net cash used in financing activities | (693,050) | (8,353,871) |
Net increase in cash and cash equivalents | (2,578,104) | 2,998,640 |
Cash and cash equivalents, beginning of period | 4,593,638 | 1,594,998 |
Cash and cash equivalents, end of period | 2,015,534 | 4,593,638 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 100,067 | 339,722 |
Cash paid during the period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued in settlement of accrued expenses | 1,290,900 | |
Common stock issuable in settlement of convertible line of credit | 1,400,000 | |
Common stock issued to acquire previously issued warrant | $ 80,400 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Common Stock Subscription | Treasury Stock | Accumulated Deficit | Non-controlling Interest | Total |
Beginning Balance, Amount at Dec. 31, 2015 | $ 22,868 | $ 21,196,792 | $ 175,000 | $ (19,274,917) | $ 918,990 | $ 3,038,733 | |
Beginning Balance, Shares at Dec. 31, 2015 | 22,867,626 | ||||||
Common stock issued for services rendered, Amount | $ 1,473 | 1,288,012 | 1,289,485 | ||||
Common stock issued for services rendered, Shares | 1,474,071 | ||||||
Common stock issued in connection with loan extension, Amount | $ 100 | 91,900 | 92,000 | ||||
Common stock issued in connection with loan extension, Shares | 100,000 | ||||||
Common stock issued in settlement of common stock subscription, Amount | $ 130 | 174,870 | (175,000) | ||||
Common stock issued in settlement of common stock subscription, Shares | 129,630 | ||||||
Common stock issued in exchange for previous issued warrants, Amount | $ 60 | (60) | |||||
Common stock issued in exchange for previous issued warrants, Shares | 60,000 | ||||||
Common stock issuable in settlement of convertible debt | 1,400,000 | 1,400,000 | |||||
Cash paid to purchase previously issued warrants | (600,000) | (600,000) | |||||
Stock based compensation, Amount | 469,096 | 469,096 | |||||
Net income | 9,174,383 | 92,659 | 9,267,042 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 24,631 | 24,020,610 | (10,100,534) | 1,011,649 | 14,956,356 | ||
Ending Balance, Shares at Dec. 31, 2016 | 24,631,327 | ||||||
Common stock issued for services rendered, Amount | $ 695 | 840,502 | 841,197 | ||||
Common stock issued for services rendered, Shares | 695,344 | ||||||
Common stock issued in settlement of notes payable and accrued interest, Amount | $ 1,867 | (1,867) | |||||
Common stock issued in settlement of notes payable and accrued interest, Shares | 1,866,667 | ||||||
Common stock issued in settlement of advances and accrued interest, Amount | $ (142) | 142 | |||||
Common stock issued in settlement of advances and accrued interest, Shares | (142,500) | ||||||
Purchase of Company's common stock, Amount | $ (249,265) | (249,265) | |||||
Purchase of Company's common stock, Shares | 189,020 | ||||||
Stock based compensation, Amount | $ 306 | 326,100 | 326,406 | ||||
Stock based compensation, Shares | 306,000 | ||||||
Net income | $ (3,888,484) | $ (500,867) | (4,389,351) | ||||
Ending Balance, Amount at Dec. 31, 2017 | $ 27,357 | $ 25,185,487 | $ 11,485,343 | ||||
Ending Balance, Shares at Dec. 31, 2017 | 27,356,838 |
ORGANIZATION, BUSINESS AND PRIN
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Dec. 31, 2017 | |
Basis Of Presentation | |
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION | NOTE 1 ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION 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 First Choice Healthcare Solutions, Inc.)(Company)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, 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 Variable Interest Entity (VIE) that most significantly impact the VIEs economic performance, combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses. The Company has a controlling financial interest in the VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the structure of the entity, the Company will reconsider whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in the VIE. Crane Creek Surgery Center Effective October 1, 2015, the Company, through its 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 entitys assets, liabilities, and operations are consolidated with those of the Company, and the non-controlling interest in the entity is included in the Companys consolidated financial statements as a component of total equity. The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries: Marina Towers, LLC, FCID Medical Inc., TBC Holdings of Melbourne, Inc., First Choice Brevard, Surgical Partners of Melbourne, Inc. and CCSC Holdings, Inc., along with two VIE, The B.A.C.K. Center and Crane Creek. All significant intercompany balances and transactions, including those involving the VIE, have been eliminated in consolidation. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with United States generally accepted accounting principles (“U. S. GAAP”) 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, 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. Rental Revenue In addition to housing our corporate headquarters and First Choice Medical Group, the building leases 38,334 square feet of commercial office space to non-affiliated tenants. Our corporate headquarters and FCID Holdings offices currently utilize 4,274 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 21,902 square feet on the ground, first and second floors. 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: Year ended December 31, 2017 2016 Medicare 32.5 % 31.7 % Commercial Payor 1 19.7 % 21.1 % Receivable Concentration: December 31, December 31, 2017 2016 Medicare 20.6 % 27.0 % Commercial Payor 1 15.1 % 19.8 % Commercial Payor 2 12.8 % 11.9 % Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. Patient receivables. Accounts receivables from services provided to patients who have third-party coverage, the Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. Rental receivables. Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for doubtful account and provision of bad debts. In the year ended 2017, the Company changed its estimates of the allowance for doubtful accounts related to its customers, primarily based on historical experience of write-offs of outstanding accounts receivable. The result of this change in estimate resulted in an increase compared to the year ended December 31, 2016 to the allowance for doubtful accounts by approximately $3.2 million in the year ended 2017. As of December 31, 2017, and 2016, the Company’s allowance for bad debts was $7,238,615 and $3,680,837, respectively. Patents Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. 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: Year ended December 31, 2017 2016 Numerator: Net (loss) income attributable to First Choice Healthcare Solutions, Inc. $ (3,888,484 ) $ 9,174,383 Denominator: Weighted-average common shares, basic 26,658,926 23,843,239 Weighted-average common shares, diluted 26,658,926 25,309,905 Basic: $ (0.15 ) $ 0.38 Diluted: $ (0.15 ) $ 0.36 The diluted earnings per common share included the effect of 800,000 common shares issuable upon the conversion of debt for the year ended December 31, 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, options and 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: December 31, 2017 2016 Convertible line of credit 800,000 800,000 Warrants to purchase common stock 1,875,000 1,875,000 Options to purchase common stock 3,000,000 3,000,000 Restricted stock awards 910,000 660,000 6,585,000 6,335,000 Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Company’s principal operating segments. (See Note 13 – Segment Reporting). Long-lived assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2017 and 2016, the Company management performed an evaluation of its goodwill and other acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2017 and 2016. The tests indicated that the recorded remaining book value of its goodwill in connection with the consolidation of Crane Creek did not exceed its fair value for the years ended December 31, 2017 and 2016, respectively. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company follows a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2017 and 2016. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. 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. Fair value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity tomaximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: · Level 1 – Quoted prices in active markets for identical assets or liabilities · Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2017, and 2016, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. Reclassifications Certain reclassifications have been made to prior period’s data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company anticipates using the modified retrospective transition method beginning with the first quarter of fiscal 2018. The adoption of ASU 2014-09 using the modified retrospective transition method in the first quarter of fiscal 2018 is not anticipated to have a material impact on the Company’s financial statements. 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, 2017and 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 The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 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 in 2018 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 Companys business development plan, which there can be no assurance we will achieve, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
OTHER ASSETS | NOTE 4 — OTHER ASSETS Other assets are comprised of the following: 2017 2016 Goodwill (amount relating to VIE of $899,465) $ 899,465 $ 899,465 Deferred costs, net of amortization of $860,384 and $537,740 2,366,043 2,688,687 Patient list, net of accumulated amortization of $115,000 and $95,000 185,000 205,000 Patents, net of accumulated amortization of $76,400 and $57,300 210,100 229,200 Investments (amounts related to VIE of $22,005 and $22,005) 22,005 22,005 Deferred tax asset 223,899 181,029 Deposits 2,269 2,571 Total other assets $ 3,908,781 $ 4,227,957 Deferred costs In connection with the Operation and Control Agreement with the The B.A.C.K. Center, the Company reserved 3,000,000 options to purchase the Company’s common stock at $1.35 per share, expiring on December 31, 2023 and vesting is contingent on The B.A.C.K. Center employees executing employment agreements with First Choice-Brevard. The grant date fair value of $3,226,427 is amortized ratably to operations over an estimated 8.67-years of remaining life. The amortization for the years ended December 31, 2017 and 2016 was $322,644. Patient list Patient list is comprised of acquired patients in connection with the acquisition of First Choice - Brevard and is amortized ratably over the estimated useful life of 15 years. The amortization for the years ended December 31, 2017 and 2016 was $20,000. Patents Patent costs are being amortized over the life of the patents life. The amortization for the years ended December 31, 2017 and 2016 was $19,100. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 5 — PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at December 31, 2017 and 2016 are as follows: 2017 2016 Building improvements 212,987 185,213 Computer equipment 451,747 370,561 Medical equipment 3,128,823 2,940,055 Office equipment 248,809 214,206 4,042,366 3,710,035 Less: accumulated depreciation (1,747,203 ) (1,165,219 ) $ 2,295,163 $ 2,544,816 During the year ended December 31, 2017 and 2016, depreciation expense charged to operations was $580,092 and $459,965, respectively. During the year ended December 31, 2016, the Company sold equipment for proceeds of $45,000, recognizing a gain on sale of equipment of $18,879. Sale/Leaseback On March 31, 2016, the Company sold Marina Towers, a 78,000 square-foot medical office building for a purchase price of $15.45 million to Global Medical REIT Inc. The acquisition includes the site and building, an easement on the adjacent property to the north for surface parking, all tenant leases, and above and below ground garages. The entire facility was leased back to Marina Towers, LLC, a wholly owned subsidiary of the Company, via a 10-year absolute triple-net master lease agreement that expires in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions as the primary non-revocable lease term with the exception of rent, which will be adjusted to the prevailing fair market rent at renewal and will escalate in successive years during the extended lease period. The Company does not have any residual interest nor the option to repurchase the facility at the end of the lease term. The lease is classified as an operating lease and as such recorded a gain on sale of property of $9,188,968 during the year ended December 31, 2016. The following is a schedule of future minimum lease payments for the non-cancelable operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 1,189,874 Year ended December 31, 2022 and thereafter 5,325,855 $ 9,947,187 For the years ended December 31, 2017 and 2016, the Company collected $962,384 and $1,167,409 in net rental revenue from third-party tenants of Marina Towers. |
LINES OF CREDIT
LINES OF CREDIT | 12 Months Ended |
Dec. 31, 2017 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT | NOTE 6 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 1, 2018, the Loan Agreement with CT Capital, Ltd. (Lender) was amended to extend the Maturity Date to December 31, 2019 and further provide that neither the Company nor Lender shall effectuate any conversion of the Loan to the extent that after giving effect to any such conversion, the Lender would beneficially own in excess of 9.99% of the number of shares of our Companys shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Loan by the Lender. The obligations of the Company under the Loan Agreement, as amended, are guaranteed by certain affiliates of the Company, including a personal guarantee issued by the Companys Chief Executive Officer. At December 31, 2016, the Company was obligated, but had not issued, 1,866,677 shares of its common stock in exchange for $1,400,000 in convertible debt. As of December 31, 2017, and 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 December 31, 2017. Line of credit, Florida Business Bank The B.A.C.K. Center is a party to a Promissory Note with Florida Business Bank, a Florida banking corporation. 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 December 31, 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 December 31, 2017, and 2016, the outstanding balance on the Loan was $440,024 and $439,524, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 NOTES PAYABLE Notes payable as of December 31, 2017 and 2016 are comprised of the following: 2017 2016 Note Payable, GE Capital (MRI) $ $ 438,736 Note Payable, GE Capital (X-ray) 48,362 Note Payable, GE Arm 12,536 41,043 Capital Leases- Equipment 77,162 5,842 89,698 533,983 Less current portion (29,552 ) (519,452 ) Long term portion $ 60,146 $ 14,531 Note payable equipment financing On September 27, 2012, the Company accepted the delivery of MRI equipment under the equipment finance lease. As such, the component price accepted of $1,771,390 is due over 60 months and the associated monthly payment is $0 for the first three months and $38,152 per month for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the equipment finance lease to interest only payments of $11,779 for the first three months and $38,152 per month for the remaining monthly payments. The note was paid off in 2017. On August 22, 2012, the Company accepted the delivery of X-ray equipment under the equipment finance lease. As such, the component price accepted of $212,389 is due over 60 months and the associated monthly payment is $0 for the first three months and $4,300 per month for the remaining 57 months including interest at 7.9375% per annum. On March 8, 2013, the Company amended the equipment finance lease to interest only payments of $1,384 for the first three months and $4,575 per month for the remaining monthly payments. The note was paid off in 2017. On February 25, 2013, the Company accepted the delivery of C-arm equipment under the equipment finance lease. As such, the component price accepted of $124,797 is due over 63 months and the associated monthly payment is $0 for the first three months and $2,388 for the remaining 60 months, including interest at 7.39% per annum. Capital leases equipment On February 6, 2017, the Company entered into a capital lease agreement to acquire equipment with 48 monthly payments of $611 payable through January 6, 2021 with an effective interest rate of 14.561% per annum. The Company may elect to acquire the leased equipment at a nominal amount at the end of the lease. In June 2017, the Company entered into a lease agreement to acquire equipment with 48 monthly payments of $1,223 payable through June 2021 with an effective interest rate of 5.00% per annum. The Company may elect to acquire the leased equipment at a nominal amount at the end of the lease. Aggregate principal maturities of long-term debt as of December 31, 2017 Amount Year ended December 31, 2018 $ 18,411 Year ended December 31, 2019 19,958 Year ended December 31, 2020 13,995 Year ended December 31, 2021 7,782 Total $ 60,146 The Companys President and shareholders have advanced funds to the Company for working capital purposes since the Companys inception. No formal repayment terms or arrangements exist, and the Company is not accruing interest on these advances. As of December 31, 2017, and 2016, all advances had been repaid. The Company was a party to a promissory note in connection with the acquisition for $420,000 which bears 8% interest per annum. The note was personally guaranteed by the Companys Chief Executive Officer. The promissory note was issued to certain equity owners of The B.A.C.K. Center, an entity consolidated with the Company under VIE accounting. This note was paid in full on April 15, 2016. On March 31, 2016, the Company received an aggregate of $133,796 as cash advances from related parties. The advances were due upon demand with an interest rate of 12% per annum. On April 6, 2016, the Company paid the advances in full. |
CASH - RESTRICTED
CASH - RESTRICTED | 12 Months Ended |
Dec. 31, 2017 | |
Cash - Restricted | |
CASH - RESTRICTED | NOTE 4 CASH RESTRICTED Cash-restricted was comprised of funds deposited to and held by the mortgage lender for payments of property taxes, insurance, replacements and major repairs of the Companys commercial building. The majority of the restricted funds are reserved for tenant improvements. As of December 31, 2015, the Company had $359,414 in restricted cash. In conjunction with the sale of Marina Towers (See Note 5) in March 2016, any remaining restricted cash was returned to operating funds. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 9 CAPITAL STOCK Preferred stock The Company is authorized to issue 1,000,000 shares $0.01 par value preferred stock. As of December 31, 2017, and 2016, none was issued and outstanding. Common stock During the year ended December 31, 2016, the Company issued an aggregate of 100,000 shares of its common stock in connection with an increase in credit line, valued at $92,000, which was expensed in 2015. (See Note 6 Lines of Credit) During the year ended December 31, 2016, the Company issued an aggregate of 1,474,071 shares of its common stock to officers, employees and service providers at an aggregate fair value of $1,289,485, of which $1,198,900 was expensed in 2015. During the year ended December 31, 2016, the Company issued 60,000 shares of its common stock to re-acquire warrants previously issued in connection with the sale of common stock. (See Note 10 Stock Options, Warrants and Restricted Stock Units). During the year ended December 31, 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 $326,406, which were earned and expensed in 2016. During the year ended December 31, 2017, the Company issued an aggregate of 695,344 shares of its common stock to service providers at an aggregate fair value of $841,197. During the year ended December 31, 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 year ended December 31, 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. Because of the contract cancellation, the shares were returned and canceled. On July 21, 2017, the Company and its former Chief Financial Officer entered into a Separation and General Release Agreement. The agreement called for the former CFO to resign from his position, assist with the preparation of the second quarter 10-Q filing and provide consulting services to the incoming Chief Financial Officer. In consideration for the above, the Company has paid the former Chief Financial Officer $25,000 in cash and vested in 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 Corporations 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 Companys 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 Corporations 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 December 31, 2017, the Company had purchased 189,020 shares at an average purchase price of $1.32 per share, for aggregate proceeds of $249,265. |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 10 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Options The following table presents information related to stock options at December 31, 2017: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 6.00 — F-19 Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2015: — $ — Granted 3,000,000 1.35 Exercised — — Expired — — Outstanding at December 31, 2016: 3,000,000 1.35 Granted — — Exercised — — Expired — — Outstanding at December 31, 2017 3,000,000 $ 1.35 As of December 31, 2017, the aggregate intrinsic value of all outstanding options was zero. Restricted Stock Units (“RSU”) Transactions involving restricted stock units issued are summarized as follows: Restricted share units as of December 31, 2015 — Granted 660,000 Forfeited — Restricted shares units issued as of December 31, 2016 660,000 Granted 400,000 Forfeited (138,900 ) Total Restricted Shares Issued at December 31, 2017 921,100 Vested at December 31, 2017 11,100 Unvested restricted shares as of December 31, 2017 932,200 On May 31, 2016, the Company granted 150,000 performance-based, restricted stock units vesting over three years based on the achievement of certain defined annual financial benchmarks, pursuant to terms of employment offered to the Company’s newly appointed Chief Financial Officer, effective July 11, 2016. The estimated fair value of the granted restricted stock units of $156,000 is being recognized over the vesting period(s). Upon termination in 2017, the 11,100 RSUs were granted to the former Chief Financial Officer as part of his separation agreement and the remaining 138,900 RSU’s were canceled. In 2016, the Company granted an aggregate of 510,000 restricted stock units vesting three years from the date of issuance. The estimated fair value of the granted restricted stock units of $527,700 is being recognized over the vesting period(s). In 2017, the Company granted 400,000 performance-based, restricted stock units vesting over four or five years depending on the grant. The estimated fair value of the granted restricted stock units of $511,000 is being recognized over the vesting periods. The fair value of all restricted stock units vesting during the year ended December 31, 2017 and 2016 of $326,405 and $131,546, respectively, was charged to current period operations. As of December 31, 2017, stock-based compensation related to restricted stock awards of $869,775 remains unamortized and is expected to be amortized over the weighted average remaining period of 2.99 years. The Company previously issued warrants of 1,875,000 in 2011, since 2011 no additional warrants have been issued and will expire on December 23, 2018. As of December 31, 2017, the aggregate intrinsic value of all warrants was zero. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | NOTE 11 VARIABLE INTEREST ENTITY Brevard Orthopaedic Spine & Pain Clinic, Inc. The Company has determined that The B.A.C.K. Center is a 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 its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entitys structure, including: the entitys capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Companys economic interests is a matter that requires the exercise of professional judgment. The assets of The B.A.C.K. Center can only be used to settle obligations of the VIE, additionally, creditors of The B.A.C.K. Center do not have recourse against the general credit of the primary beneficiary. The tables below summarize the assets and liabilities associated with The B.A.C.K. Center as of December 31, 2017 and 2016: 2017 2016 Current assets: Cash $ 238,402 $ 355,491 Accounts receivable, net 3,526,789 4,830,054 Other current assets 765,236 691,847 Total current assets 4,530,427 5,877,392 Property and equipment, net 73,791 70,444 Other assets 22,005 22,005 Total assets $ 4,626,223 $ 5,969,841 Current liabilities: Accounts payable and accrued liabilities $ 628,304 $ 904,684 Due to First Choice Healthcare Solutions, Inc. 1,700,210 2,867,539 Other current liabilities 485,432 677,446 Total current liabilities 2,813,946 4,449,669 Long term debt 1,950,963 1,658,858 Total liabilities 4,764,909 6,108,527 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 4,626,223 $ 5,969,841 Total revenues from The B.A.C.K. Center were $11,884,824 for the year ended December 31, 2017. Related expenses consisted primarily of salaries and benefits of $6,716,500, other operating expense of $3,461,290, general and administrative expenses of $2,631,507, depreciation of $26,742, interest and financing costs of $17,144; and other income of $103,474 for the year ended December 31, 2017. (See Note 13 Segment Reporting) Total revenues from The B.A.C.K. Center were $14,022,604 for the year ended December 31, 2016. Related expenses consisted primarily of salaries and benefits of $6,588,842, general and administrative expenses of $2,872,712, depreciation of $24,451, interest and financing costs of $14,714; and other income of $268,543 for the year ended December 31, 2016. (See Note 13 Segment Reporting) Crane Creek Surgery Center The Company has determined that Crane Creek is a VIE . This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entitys future performance and the exercise of professional judgment in deciding which decision-making rights are most important. In determining whether the Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entitys structure, including: the entitys capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Companys economic interests is a matter that requires the exercise of professional judgment. The assets of Crane Creek can only be used to settle obligations of the VIE, additionally, creditors of the Crane Creek do not have recourse against the general credit of the primary beneficiary. The tables below summarize the assets and liabilities associated with the Crane Creek as of December 31, 2017 and 2016: 2017 2016 Current assets: Cash $ 464,074 $ 353,367 Accounts receivable, net 893,817 1,180,907 Other current assets 151,040 129,430 Total current assets 1,508,931 1,663,704 Property and equipment, net 396,136 623,185 Goodwill 899,465 899,465 Total assets $ 2,804,532 $ 3,186,354 Current liabilities: Accounts payable and accrued liabilities $ 852,208 $ 461,489 Capital leases, short term 12,001 Other current liabilities 251,588 251,588 Total current liabilities 1,115,797 713,077 Capital leases, long term 47,049 Deferred rent 559,239 556,051 Total liabilities 1,722,085 1,269,128 Equity-First Choice Healthcare Solutions, Inc. 432,979 766,891 Non-controlling interest 649,468 1,150,335 Total liabilities and deficit $ 2,804,532 $ 3,186,354 Total revenues from Crane Creek were $4,555,515 for the year ended December 31, 2017. Related expenses consisted primarily of salaries and benefits of $1,156,747, practice supplies and operating expenses of $3,411,808, general and administrative expenses of $553,370, depreciation of $278,399, interest expense of $4,295 and miscellaneous income of $14,325 for the year ended December 31, 2017. (See Note 13 Segment Reporting) Total revenues from Crane Creek were $5,076,724 for the year ended December 31, 2016. Related expenses consisted primarily of salaries and benefits of $1,219,749, practice supplies and operating expenses of $3,123,964, general and administrative expenses of $491,678, depreciation of $112,595, gain on sale of equipment of $18,878 and miscellaneous income of $6,815 for the year ended December 31, 2016. (See Note 13 Segment Reporting) |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 12 NON-CONTROLLING INTEREST A reconciliation of The B.A.C.K. Center non-controlling income attributable to the Company: Net loss attributable to non-controlling interest for the year ended December 31, 2017: Net loss $ (1,169,478 ) 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 year ended December 31, 2016: Net income $ 1,139,806 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2017: Balance, December 31, 2015 $ (138,686 ) Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest Balance, December 31, 2016 (138,686 ) Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest Balance, December 31, 2017 $ (138,686 ) A reconciliation of the Crane Creek non-controlling income attributable to the Company: Net income attributable to the non-controlling interest for the year ended December 31, 2017: Net loss $ (834,778 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (500,867 ) Net income attributable to non-controlling interest for the year ended December 31, 2016: Net income $ 144,344 Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ 92,659 The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2017 Balance, December 31, 2015 $ 1,057,676 Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest 92,659 Balance, December 31, 2016 1,150,335 Transfer (to) from the non-controlling interest as a result of change in ownership Net loss attributable to the non-controlling interest (500,867 ) Balance, December 31, 2017 $ 649,468 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 13 — 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 Operations for the year ended December 31, 2017: FCID Brevard Medical Orthopaedic CCSC Corporate Total Revenue: Net Patient Service Revenue $ 11,341,324 $ 10,571,790 $ 4,555,515 $ — $ — $ 26,468,629 Rental revenue — 1,313,034 1,755,850 (793,466 ) 2,275,418 Total Revenue 11,341,324 11,884,824 4,555,515 1,755,850 (793,466 ) 28,744,047 Operating expenses: Salaries & benefits 6,994,297 6,716,500 1,156,747 1,423,694 16,291,238 Other operating expenses 2,533,586 3,461,289 3,411,808 1,656,294 (735,543 ) 10,327,434 General and administrative 792,138 2,631,507 553,370 1,674,612 (57,923 ) 5,593,704 Depreciation and amortization 294,574 26,742 278,399 342,121 — 941,836 Total operating expenses 10,614,595 12,836,038 5,400,324 5,096,721 (793,466 ) 33,154,213 Net income (loss) from operations: 726,729 (951,215 ) (844,809 ) (3,340,871 ) — (4,410,166 ) Interest income (expense) (78,628 ) (17,144 ) (4,295 ) 83 — (99,984 ) Other income (expense) — 103,474 14,325 3,000 — 120,799 Net Income (Loss) before income taxes: 648,101 (864,885 ) (834,779 ) (3,337,788 ) — (4,389,351 ) Income taxes — — — — — — Net income (Loss) 648,101 (864,885 ) (834,779 ) (3,337,789 ) — (4,389,351 ) Non-controlling interest — — 500,867 — — 500,867 Net income (loss) attributable to First Choice Healthcare Solutions $ 648,101 $ (864,885 ) $ (333,912 ) $ (3,337,789 ) $ — $ (3,888,484 ) Summary Statement of Operations for the year ended December 31, 2016: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 9,357,077 $ 12,619,389 $ 5,076,724 $ — $ — $ 27,053,190 Rental revenue — 1,403,215 1,739,646 (731,969 ) 2,410,892 Total Revenue 9,357,077 14,022,604 5,076,724 1,739,646 (731,969 ) 29,464,082 Operating expenses: Salaries & benefits 4,613,786 6,588,842 1,219,749 1,274,213 — 13,696,590 Other operating expenses 2,175,409 3,359,029 3,123,964 1,345,251 (731,969 ) 9,271,684 General and administrative 453,091 2,872,712 491,678 1,716,965 — 5,534,446 Depreciation and amortization 272,968 24,451 112,595 411,695 — 821,709 Total operating expenses 7,515,254 12,845,034 4,947,986 4,748,124 (731,969 ) 29,324,429 Net income (loss) from operations: 1,841,823 1,177,570 128,738 (3,008,478 ) — 139,653 Interest income (expense) (216,149 ) (13,397 ) (10,087 ) (103,528 ) — (343,161 ) Amortization of financing costs — (1,317 ) — (14,337 ) — (15,654 ) Gain on sale of property — — 18,878 9,188,968 — 9,207,846 Other income (expense) — 268,543 6,815 3,000 — 278,358 Net Income before income taxes: 1,625,674 1,431,399 144,344 6,065,625 — 9,267,042 Income taxes — — — — Net income 1,625,674 1,431,399 144,344 6,065,625 — 9,267,042 Non-controlling interest — — (92,659 ) — — (92,659 ) Net income attributable to First Choice Healthcare Solutions $ 1,625,674 $ 1,431,399 $ 51,685 $ 6,065,625 $ — $ 9,174,383 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Employment agreement with Christian Romandetti, CEO The Company entered a formal five-year employment agreement (the “Employment Agreement”) with Christian “Chris” Romandetti, dated March 20, 2014 and effective January 1, 2014, to serve as the Company’s President and Chief Executive Officer. Pursuant to the terms and conditions set forth in the Employment Agreement, Mr. Romandetti is entitled to receive an annual base salary of $250,000, which shall increase no less than 5% per annum for the term of the Employment Agreement. Mr. Romandetti, upon successfully achieving annual revenue milestones, is entitled to receive a bonus equal to 10% of his salary when $7.1 million in total annual revenue is reported in a fiscal year scaling up to a bonus equal to 800% of his salary if and when $100 million in total annual revenue is reported in a fiscal year. Mr. Romandetti signed a waiver and consent to the bonus earned for 2017. If the Company is unable to pay any portion of the bonus compensation when due because of insufficient liquidity or applicable restrictions under prevailing debt financing agreements, then, as an accommodation to the Company, Mr. Romandetti shall be able to convert bonus compensation into shares of the Company’s common stock at a 30% discount to the average closing price during the first calendar month after the end of the fiscal year. Mr. Romandetti will also be entitled to receive a strategic bonus of $100,000, payable in cash, on the sixth month anniversary of opening each new center of excellence. Pursuant to the Company achieving specific financial performance benchmarks established by the Board of Directors, Mr. Romandetti will also be entitled to receive a cashless option to purchase up to one million shares of common stock per year. The exercise price of the options will be the fair value of the average closing price of the stock during the first calendar month after the end of the fiscal year. Mr. Romandetti shall have up to five years from the date of the annual option grant to exercise the option. In addition to the above compensation consideration, Mr. Romandetti will be entitled to receive annual restricted stock compensation equal to 100% of the total base salary and bonus compensation. The fair value of the restricted stock grant shall be determined using the average closing price of the common stock during the first calendar month after the end of the fiscal year. Mr. Romandetti signed a waiver and consent to the bonus earned for 2017. In addition, Mr. Romandetti’s Employment Agreement provides that, upon Mr. Romandetti’s death, disability, termination for any reason other than “Cause” (as such term is defined in the Employment Agreement) or resignation for “Good Reason” (as such term is defined in the Employment Agreement), the Company will pay to Mr. Romandetti 12 months of his annual base salary at the time of separation in accordance with the Corporation’s usual payroll practices. Employee employment contracts The Company, from time to time, enters into employment contracts with its physicians. These contracts are generally for a three (3) year term; may be terminated for “Cause,” as defined therein; include customary provisions for restrictive covenants; and provide for compensation that is derived from the revenue generated by work performed by the physicians. As of December 31, 2017, the Company has entered into approximately 12 physician employment agreements. Operating leases The B.A.C.K. Center The B.A.C.K. Center leases office space under various non-cancelable operating leases that expire at various dates through June 2026. Terms of the lease agreements provide for rental payments ranging from approximately $4,200 to $200,000 per month. Certain leases include charges for sales and real estate taxes and a proration of common area maintenance expenses. Under U.S. GAAP, all rental payments, including fixed rent increases, are recognized on a straight-line basis over the life of the lease. The GAAP-based rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. The following is a schedule of future minimum lease payments for all non-cancelable operating leases for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 2,480,344 Year ended December 31, 2019 2,554,754 Year ended December 31, 2020 2,631,397 Year ended December 31, 2021 2,710,339 Year ended December 31, 2022 and thereafter 11,679,217 $ 22,056,051 For the year ended December 31, 2017 and 2016, The B.A.C.K. Center collected $1,313,034 and $1,403,215 in net rental revenue from affiliated and non-affiliated tenants, including Crane Creek Surgery Center, respectively. Sale/Leaseback Effective March 31, 2016, the Company leased Marina Towers under a sale/leaseback transaction (See Note 4), via a 10-year absolute triple-net master lease agreement that expires in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions as the primary non-revocable lease term with the exception of rent, which will be adjusted to the prevailing fair market rent at renewal and will escalate in successive years during the extended lease period. The Company does not have any residual interest nor the option to repurchase the facility at the end of the lease term. Under U.S. GAAP, all rental payments, including fixed rent increases, are recognized on a straight-line basis over the life of the lease. Rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. The following is a schedule of future minimum lease payments for the non-cancelable operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 1,189,874 Year ended December 31, 2022 and thereafter 5,325,855 $ 9,947,187 For the years ended December 31, 2017 and 2016, the Company collected $962,384 and $1,167,409 in net rental revenue from third-party tenants of Marina Towers. Crane Creek Surgery Center The Crane Creek Surgery Center leases office space under an operating lease that expires in 2024. Terms of the lease agreement provide for rental payments ranging from approximately $76,293 to $92,114 per month. The office space lease includes charges for sales and real estate taxes and a proration of common area maintenance expenses. Under U. S. GAAP, all rental payments, including fixed rent increases, are recognized on a straight-line basis over the life of the lease. Rent expense and the actual lease payments are reflected as deferred rent on the accompanying balance sheet. The following is a schedule of future minimum lease payments for the operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 711,185 Year ended December 31, 2019 732,521 Year ended December 31, 2020 754,496 Year ended December 31, 2021 777,131 Year ended December 31, 2022 and thereafter 2,295,007 $ 5,270,340 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 to the consolidated financial statements. Guarantees The B.A.C.K. Center’s shareholders and a related party have guaranteed the full and prompt payment of the base rent, the additional rent and any all other sums and charges payable by a tenant, its successors and assigns under the lease, and the full performance and observance of all the covenants, terms, conditions and agreements for one of the above mentioned operating leases. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES On December 22, 2017, the 2017 Tax Cut and Jobs Act (“the Act”) was enacted into law and the new legislation contains several key tax provisions, including a one-time mandatory transition tax on undistributed foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the estimated transition tax, re-measuring its U.S. deferred tax assets and liabilities at a 21% rate as well as reassessing the net realizability of its deferred tax assets and liabilities. The one-time transition tax does not apply to the Company as it does not have any undistributed foreign earnings. The provisional amount related to the re-measurement of its deferred tax balance is a reduction of approximately $782,355. Due to the corresponding valuation allowance fully offsetting deferred taxes, there is no income statement impact. Upon completion of our 2017 U.S. income tax return in 2018 we may identify additional re-measurement adjustments to our recorded deferred tax assets. We will continue to assess our provision for income taxes as future guidance is issued, but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outlined in SAB 118. The (loss) income before provision for income taxes consisted of the following: Year Ended December 31, 2017 2016 Domestic $ (4,389,351 ) $ 9,276,042 Provision for Income Taxes 12/31/17 12/31/16 Current federal — Current state — — Total current — — Deferred federal (604,047 ) — Deferred state (123,721 ) — Total deferred (727,768 ) — Change in valuation allowance 727,768 — Total tax provision — — The Company’s deferred tax assets are as follows: Year Ended December 31, 2017 2016 Deferred tax assets: NOL Carryforward $ 284,136 181,029 AMT Credit 223,899 — Fixed assets and intangibles (17,513 ) — Stock Compensation 66,326 — Accruals and other 461,145 — Total deferred tax assets $ 951,667 181,029 Valuation allowance (727,768 ) — Net deferred tax asset $ 223,899 181,029 The Company accounts for income taxes in accordance with ASC 740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a full valuation allowance. Net operating losses and tax credit carryforwards as of December 31, 2017, are as follows: Amount Expiration in years Net operating losses, federal $ 1,121,074 2017-2035 Utilization of U.S. net operating losses and tax credit carryforwards may be limited by “ownership change” rules, as defined in Section 382 of the Internal Revenue Code. Similar rules may apply under state tax laws. The Company has not conducted a study to assess whether a limitation would apply. In the event the Company previously experienced an ownership change, or should experience an ownership change in the future, the amount of net operating losses and research and development credit carryovers available in any taxable year could be limited and may expire unutilized. Year ending December 31, 2017 2016 Statutory rate 34.0 % 34.0 % State rate, net of federal benefit 3.6 % 3.6 % Non-deductible items (48.5 )% — Increase due to true up 12.2 % (37.6 )% Changes in federal tax rate (17.8 )% Changes in valuation allowance due to tax reform (16.5 )% — Total — — Under the Act, corporations are no longer subject to the Alternative Minimum Tax (AMT), effective for taxable years beginning after Dec. 31, 2017. However, where a corporation has an AMT credit from a prior taxable year, the corporation will continue to carry the credit forward and may use a portion of it as a refundable credit in any taxable year beginning after 2017 but before 2022. Generally, 50 percent of the corporation’s AMT Credit carried forward to one of these years will be claimable and refundable for that year. In tax years beginning in 2021, however, the entire remaining carryforward generally will be refundable. The Company has an AMT credit carryforward of $232,899 as of December 31, 2017. The Company will request the following refunds for the tax years ended December 31, 2018 through December 31, 2022: Tax Year Ended: AMT Credit Refund Request December 31, 2018 $ 116,450 December 31, 2019 58,225 December 31, 2020 29,113 December 31, 2021 14,556 December 31, 2022 14,555 $ 232,899 The Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2017, and 2016, respectively, the Company has no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by their respective taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar state or local authority. The statute of limitations remains effectively open for all tax years from inception through 2017. Tax years outside the normal statute of limitations remain open to examination by tax authorities due to tax attributes generated in earlier years which have been carried forward and may be examined and adjusted in subsequent years when utilized. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Crane Creek Surgery Center On January 31, 2018, the Company, through its wholly owned subsidiary CCSC purchased 24.05 Class B units of membership interest in the Center representing 25% ownership interest in the Center. The purchase of the Class B units increases the Company’s ownership percentage to 65% and is effective on January 1, 2018. The Company simultaneously entered into a Termination and Assignment Agreement (“Agreement”) with BCS- Management, LLC (“BCS”). The management agreement between the Center and BCS was terminated and assigned to CCSC with an effective date of January 1, 2018. As part of the agreement, the Center made a one-time payment of $175,000 to BCS. Steward Health Care System Strategic Partnership On February 6, 2018, the Company entered into a strategic partnership with Steward Health Care System (“Steward”).As part of the strategic partnership, Steward will make an investment into the Company in the amount of $7.5 million for 5 million shares, allowing the Company to continue to expand its business model. On March 1, 2018, the Company issued five (5) million shares of common stock in exchange for cash proceeds of $7.5 million. On or after April 1, 2022, Steward has the option to sell at its sole discretion fifty percent (50%) of the shares to the Company one-time during each of the following two (2) calendar years and the Company will have the obligation to purchase these shares at a price equal to the original purchase price per share. At such time if the market capitalization of the Company is equal to or more than $100 million, the Company’s obligation to buy the shares shall automatically be terminated. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with United States generally accepted accounting principles (U. S. GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the recoverability and useful lives of long-lived assets, provision against bad debt, the fair value of the Companys stock, and stock-based compensation. Actual results may differ from these estimates. |
Revenue recognition | Revenue recognition The Company recognizes revenue 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 managements 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, significant patient service revenue at the time the services are rendered, even though it does not assess the patients ability to pay. Therefore, The Companys interim and annual periods reports disclose both, its policy for assessing and disclosing the timing and amount of uncollectable patient service revenue recognized as doubtful. Qualitative and quantitative information about significant changes in the allowance for doubtful accounts related to patient accounts receivable are disclosed in the Companys reports. These estimates are based upon the history and identified trends for each of our payers. |
Patient service revenue | Patient service revenue The Company recognizes patient service revenue associated with services provided to patients who have third-party payer coverage on the basis of contractual rates for the services provided. For uninsured or self-pay patients that do not qualify for charity care, the Company recognizes revenue on the basis of its standard rates for services provided (or on the basis of discounted rates, if negotiated or provided by policy). On the basis of historical experience, a portion of the Companys patient service revenue may be potentially uncollectible due to patients who are unable or unwilling to pay for the services provided or the portion of their bill for which they are responsible. Thus, the Company records a provision for bad debts related to potentially uncollectible patient service revenue in the period the services are provided. |
Rental Revenue | Rental Revenue In addition to housing our corporate headquarters and First Choice Medical Group, the building leases 38,334 square feet of commercial office space to non-affiliated tenants. Our corporate headquarters and FCID Holdings offices currently utilize 4,274 square feet on the fifth floor of Marina Towers; and First Choice Medical Group, including its MRI center and Physical Therapy center, currently occupies 21,902 square feet on the ground, first and second floors. |
Concentrations of credit risk | Concentrations of credit risk The Companys financial instruments that are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the Companys cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Year ended December 31, 2017 2016 Medicare 32.5 % 31.7 % Commercial Payor 1 19.7 % 21.1 % Receivable Concentration: December 31, December 31, 2017 2016 Medicare 20.6 % 27.0 % Commercial Payor 1 15.1 % 19.8 % Commercial Payor 2 12.8 % 11.9 % |
Accounts receivable | Accounts receivables Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. Patient receivables. Accounts receivables from services provided to patients who have third-party coverage, the Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts. Rental receivables. Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for doubtful account and provision of bad debts. In the year ended 2017, the Company changed its estimates of the allowance for doubtful accounts related to its customers, primarily based on historical experience of write-offs of outstanding accounts receivable. The result of this change in estimate resulted in an increase compared to the year ended December 31, 2016 to the allowance for doubtful accounts by approximately $3.2 million in the year ended 2017. As of December 31, 2017, and 2016, the Company’s allowance for bad debts was $7,238,615 and $3,680,837, respectively. |
Patents | Patents Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Companys intangible assets with finite lives are patent costs, which are amortized over their economic or legal life, whichever is shorter. |
Net income (loss) 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: Year ended December 31, 2017 2016 Numerator: Net (loss) income attributable to First Choice Healthcare Solutions, Inc. $ 3,888,484 $ 9,174,383 Denominator: Weighted-average common shares, basic 26,658,926 23,843,239 Weighted-average common shares, diluted 26,658,926 25,309,905 Basic: $ (0.15 ) $ 0.38 Diluted: $ (0.15 ) $ 0.36 The diluted earnings per common share included the effect of 800,000 common shares issuable upon the conversion of debt for the year ended December 31, 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, options and 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: December 31, 2017 2016 Convertible line of credit 800,000 800,000 Warrants to purchase common stock 1,875,000 1,875,000 Options to purchase common stock 3,000,000 3,000,000 Restricted stock awards 910,000 660,000 6,585,000 6,335,000 |
Stock-based compensation | Stock-based compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares. |
Segment information | Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Companys principal operating segments. (See Note 13 Segment Reporting). |
Long-lived assets | Long-lived assets The Company follows a primary asset approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 15 years. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. At December 31, 2017 and 2016, the Company management performed an evaluation of its goodwill and other acquired intangible assets for purposes of determining the implied fair value of the assets at December 31, 2017 and 2016. The tests indicated that the recorded remaining book value of its goodwill in connection with the consolidation of Crane Creek did not exceed its fair value for the years ended December 31, 2017 and 2016, respectively. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from managements estimates. |
Income Taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (temporary differences) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company follows a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Companys consolidated financial statements as of December 31, 2017 and 2016. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Companys policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. |
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 shareholders equity. |
Fair value of Financial Instruments | Fair value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (ASC 825-10) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity tomaximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: · Level 1 Quoted prices in active markets for identical assets or liabilities · Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Companys cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2017, and 2016, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior periods data to conform to the current years presentation. These reclassifications had no impact on reported income or losses. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current U.S. GAAP. The guidance presents a single five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company anticipates using the modified retrospective transition method beginning with the first quarter of fiscal 2018. The adoption of ASU 2014-09 using the modified retrospective transition method in the first quarter of fiscal 2018 is not anticipated to have a material impact on the Company’s financial statements. 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, 2017and 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 consolidated financial statements, except as disclosed. |
SIGNIFICANT ACCOUNTING POLICI24
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies Tables | |
Concentration of Risk | Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Year ended December 31, 2017 2016 Medicare 32.5 % 31.7 % Commercial Payor 1 19.7 % 21.1 % Receivable Concentration: December 31, December 31, 2017 2016 Medicare 20.6 % 27.0 % Commercial Payor 1 15.1 % 19.8 % Commercial Payor 2 12.8 % 11.9 % |
Net Income per share | 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: Year ended December 31, 2017 2016 Numerator: Net (loss) income attributable to First Choice Healthcare Solutions, Inc. $ 3,888,484 $ 9,174,383 Denominator: Weighted-average common shares, basic 26,658,926 23,843,239 Weighted-average common shares, diluted 26,658,926 25,309,905 Basic: $ (0.15 ) $ 0.38 Diluted: $ (0.15 ) $ 0.36 Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: December 31, 2017 2016 Convertible line of credit 800,000 800,000 Warrants to purchase common stock 1,875,000 1,875,000 Options to purchase common stock 3,000,000 3,000,000 Restricted stock awards 910,000 660,000 6,585,000 6,335,000 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets Tables | |
Schedule Of Other Assets | Other assets are comprised of the following: 2017 2016 Goodwill (amount relating to VIE of $899,465) $ 899,465 $ 899,465 Deferred costs, net of amortization of $860,384 and $537,740 2,366,043 2,688,687 Patient list, net of accumulated amortization of $115,000 and $95,000 185,000 205,000 Patents, net of accumulated amortization of $76,400 and $57,300 210,100 229,200 Investments (amounts related to VIE of $22,005 and $22,005) 22,005 22,005 Deferred tax asset 223,899 181,029 Deposits 2,269 2,571 Total other assets $ 3,908,781 $ 4,227,957 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2017 and 2016 are as follows: 2017 2016 Building improvements 212,987 185,213 Computer equipment 451,747 370,561 Medical equipment 3,128,823 2,940,055 Office equipment 248,809 214,206 4,042,366 3,710,035 Less: accumulated depreciation (1,747,203 ) (1,165,219 ) $ 2,295,163 $ 2,544,816 |
Schedule Of Future Minimum Lease Payments Table | The following is a schedule of future minimum lease payments for the non-cancelable operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 1,189,874 Year ended December 31, 2022 and thereafter 5,325,855 $ 9,947,187 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Notes payable as of December 31, 2017 and 2016 are comprised of the following: 2017 2016 Note Payable, GE Capital (MRI) $ $ 438,736 Note Payable, GE Capital (X-ray) 48,362 Note Payable, GE Arm 12,536 41,043 Capital Leases- Equipment 77,162 5,842 89,698 533,983 Less current portion (29,552 ) (519,452 ) Long term portion $ 60,146 $ 14,531 |
Schedule of Maturities of Long-term Debt | Aggregate principal maturities of long-term debt as of December 31, 2017 Amount Year ended December 31, 2018 $ 18,411 Year ended December 31, 2019 19,958 Year ended December 31, 2020 13,995 Year ended December 31, 2021 7,782 Total $ 60,146 |
STOCK OPTIONS, WARRANTS AND R28
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Option [Member] | |
Schedule of Options Outstanding And Related Exercise Prices | The following table presents information related to stock options at December 31, 2017: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 6.00 |
Schedule of Share-based Compensation, Stock Options, Activity | Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2015: $ Granted 3,000,000 1.35 Exercised Expired Outstanding at December 31, 2016: 3,000,000 1.35 Granted Exercised Expired Outstanding at December 31, 2017 3,000,000 $ 1.35 |
Restricted Stock Units (RSU) [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | Transactions involving restricted stock units issued are summarized as follows: Restricted share units as of December 31, 2015 Granted 660,000 Forfeited Restricted shares units issued as of December 31, 2016 660,000 Granted 400,000 Forfeited (138,900 ) Total Restricted Shares Issued at December 31, 2017 921,100 Vested at December 31, 2017 11,100 Unvested restricted shares as of December 31, 2017 932,200 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 and 2016: 2017 2016 Current assets: Cash $ 238,402 $ 355,491 Accounts receivable, net 3,526,789 4,830,054 Other current assets 765,236 691,847 Total current assets 4,530,427 5,877,392 Property and equipment, net 73,791 70,444 Other assets 22,005 22,005 Total assets $ 4,626,223 $ 5,969,841 Current liabilities: Accounts payable and accrued liabilities $ 628,304 $ 904,684 Due to First Choice Healthcare Solutions, Inc. 1,700,210 2,867,539 Other current liabilities 485,432 677,446 Total current liabilities 2,813,946 4,449,669 Long term debt 1,950,963 1,658,858 Total liabilities 4,764,909 6,108,527 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 4,626,223 $ 5,969,841 The tables below summarize the assets and liabilities associated with the Crane Creek as of December 31, 2017 and 2016: 2017 2016 Current assets: Cash $ 464,074 $ 353,367 Accounts receivable, net 893,817 1,180,907 Other current assets 151,040 129,430 Total current assets 1,508,931 1,663,704 Property and equipment, net 396,136 623,185 Goodwill 899,465 899,465 Total assets $ 2,804,532 $ 3,186,354 Current liabilities: Accounts payable and accrued liabilities $ 852,208 $ 461,489 Capital leases, short term 12,001 Other current liabilities 251,588 251,588 Total current liabilities 1,115,797 713,077 Capital leases, long term 47,049 — Deferred rent 559,239 556,051 Total liabilities 1,722,085 1,269,128 Equity-First Choice Healthcare Solutions, Inc. 432,979 766,891 Non-controlling interest 649,468 1,150,335 Total liabilities and deficit $ 2,804,532 $ 3,186,354 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Non-controlling Interest Tables | |
Schedule of Net loss attributable to non-controlling interest | A reconciliation of The B.A.C.K. Center non-controlling income attributable to the Company: Net loss attributable to non-controlling interest for the year ended December 31, 2017: Net loss $ (1,169,478 ) 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 year ended December 31, 2016: Net income $ 1,139,806 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2017: Balance, December 31, 2015 $ (138,686 ) Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest Balance, December 31, 2016 (138,686 ) Transfer (to) from the non-controlling interest as a result of change in ownership Net income attributable to the non-controlling interest Balance, December 31, 2017 $ (138,686 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary Statement of Operations for the year ended December 31, 2017: FCID Brevard Medical Orthopaedic CCSC Corporate Total Revenue: Net Patient Service Revenue $ 11,341,324 $ 10,571,790 $ 4,555,515 $ — $ — $ 26,468,629 Rental revenue — 1,313,034 1,755,850 (793,466 ) 2,275,418 Total Revenue 11,341,324 11,884,824 4,555,515 1,755,850 (793,466 ) 28,744,047 Operating expenses: Salaries & benefits 6,994,297 6,716,500 1,156,747 1,423,694 16,291,238 Other operating expenses 2,533,586 3,461,289 3,411,808 1,656,294 (735,543 ) 10,327,434 General and administrative 792,138 2,631,507 553,370 1,674,612 (57,923 ) 5,593,704 Depreciation and amortization 294,574 26,742 278,399 342,121 — 941,836 Total operating expenses 10,614,595 12,836,038 5,400,324 5,096,721 (793,466 ) 33,154,213 Net income (loss) from operations: 726,729 (951,215 ) (844,809 ) (3,340,871 ) — (4,410,166 ) Interest income (expense) (78,628 ) (17,144 ) (4,295 ) 83 — (99,984 ) Other income (expense) — 103,474 14,325 3,000 — 120,799 Net Income (Loss) before income taxes: 648,101 (864,885 ) (834,779 ) (3,337,788 ) — (4,389,351 ) Income taxes — — — — — — Net income (Loss) 648,101 (864,885 ) (834,779 ) (3,337,789 ) — (4,389,351 ) Non-controlling interest — — 500,867 — — 500,867 Net income (loss) attributable to First Choice Healthcare Solutions $ 648,101 $ (864,885 ) $ (333,912 ) $ (3,337,789 ) $ — $ (3,888,484 ) Summary Statement of Operations for the year ended December 31, 2016: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 9,357,077 $ 12,619,389 $ 5,076,724 $ — $ — $ 27,053,190 Rental revenue — 1,403,215 1,739,646 (731,969 ) 2,410,892 Total Revenue 9,357,077 14,022,604 5,076,724 1,739,646 (731,969 ) 29,464,082 Operating expenses: Salaries & benefits 4,613,786 6,588,842 1,219,749 1,274,213 — 13,696,590 Other operating expenses 2,175,409 3,359,029 3,123,964 1,345,251 (731,969 ) 9,271,684 General and administrative 453,091 2,872,712 491,678 1,716,965 — 5,534,446 Depreciation and amortization 272,968 24,451 112,595 411,695 — 821,709 Total operating expenses 7,515,254 12,845,034 4,947,986 4,748,124 (731,969 ) 29,324,429 Net income (loss) from operations: 1,841,823 1,177,570 128,738 (3,008,478 ) — 139,653 Interest income (expense) (216,149 ) (13,397 ) (10,087 ) (103,528 ) — (343,161 ) Amortization of financing costs — (1,317 ) — (14,337 ) — (15,654 ) Gain on sale of property — — 18,878 9,188,968 — 9,207,846 Other income (expense) — 268,543 6,815 3,000 — 278,358 Net Income before income taxes: 1,625,674 1,431,399 144,344 6,065,625 — 9,267,042 Income taxes — — — — Net income 1,625,674 1,431,399 144,344 6,065,625 — 9,267,042 Non-controlling interest — — (92,659 ) — — (92,659 ) Net income attributable to First Choice Healthcare Solutions $ 1,625,674 $ 1,431,399 $ 51,685 $ 6,065,625 $ — $ 9,174,383 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments for all non-cancelable operating leases | The following is a schedule of future minimum lease payments for all non-cancelable operating leases for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 2,480,344 Year ended December 31, 2019 2,554,754 Year ended December 31, 2020 2,631,397 Year ended December 31, 2021 2,710,339 Year ended December 31, 2022 and thereafter 11,679,217 $ 22,056,051 The following is a schedule of future minimum lease payments for the non-cancelable operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 1,121,245 Year ended December 31, 2019 1,143,670 Year ended December 31, 2020 1,166,543 Year ended December 31, 2021 1,189,874 Year ended December 31, 2022 and thereafter 5,325,855 $ 9,947,187 |
Schedule of future minimum lease payments for the operating lease for each of the next five years | The following is a schedule of future minimum lease payments for the operating lease for each of the next five years ending December 31 and thereafter: Year ended December 31, 2018 $ 711,185 Year ended December 31, 2019 732,521 Year ended December 31, 2020 754,496 Year ended December 31, 2021 777,131 Year ended December 31, 2022 and thereafter 2,295,007 $ 5,270,340 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Schedule of Components of Income Tax Expense (Benefit) | The (loss) income before provision for income taxes consisted of the following: Year Ended December 31, 2017 2016 Domestic $ (4,389,351 ) $ 9,276,042 Provision for Income Taxes 12/31/17 12/31/16 Current federal — Current state — — Total current — — Deferred federal (604,047 ) — Deferred state (123,721 ) — Total deferred (727,768 ) — Change in valuation allowance 727,768 — Total tax provision — — |
Schedule Of Deferred Tax Assets | The Company’s deferred tax assets are as follows: Year Ended December 31, 2017 2016 Deferred tax assets: NOL Carryforward $ 284,136 181,029 AMT Credit 223,899 — Fixed assets and intangibles (17,513 ) — Stock Compensation 66,326 — Accruals and other 461,145 — Total deferred tax assets $ 951,667 181,029 Valuation allowance (727,768 ) — Net deferred tax asset $ 223,899 181,029 |
Schedule of operating losses and tax credit carryforwards | Net operating losses and tax credit carryforwards as of December 31, 2017, are as follows: Amount Expiration in years Net operating losses, federal $ 1,121,074 2017-2035 |
Schedule of Effective Income Tax Rate Reconciliation | Year ending December 31, 2017 2016 Statutory rate 34.0 % 34.0 % State rate, net of federal benefit 3.6 % 3.6 % Non-deductible items (48.5 )% — Increase due to true up 12.2 % (37.6 )% Changes in federal tax rate (17.8 )% Changes in valuation allowance due to tax reform (16.5 )% — Total — — |
Schedule of AMT Credit Refund Request | The Company will request the following refunds for the tax years ended December 31, 2018 through December 31, 2022: Tax Year Ended: AMT Credit Refund Request December 31, 2018 $ 116,450 December 31, 2019 58,225 December 31, 2020 29,113 December 31, 2021 14,556 December 31, 2022 14,555 $ 232,899 |
ORGANIZATION, BUSINESS AND PR34
ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION (Details Textual) - $ / shares | Dec. 14, 2015 | Jun. 09, 2015 | May 01, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | May 01, 2015 |
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |||
Options issued to purchase the Company's common stock | 3,000,000 | 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 |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue Concentration: | ||
Medicare | 32.50% | 31.70% |
Commercial Payor 1 | 19.70% | 21.10% |
Receivable Concentration: | ||
Medicare | 20.60% | 27.00% |
Commercial Payor 1 | 15.10% | 19.80% |
Commercial Payor 2 | 12.80% | 11.90% |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
NET INCOME (LOSS) ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ 3,888,484 | $ 9,174,383 |
Denominator: | ||
Weighted average number of common shares outstanding, basic | 26,658,926 | 23,843,239 |
Weighted average number of common shares outstanding, diluted | 26,658,926 | 25,309,905 |
Basic: | $ (0.15) | $ 0.38 |
Diluted: | $ (0.15) | $ 0.37 |
SIGNIFICANT ACCOUNTING POLICI37
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 6,585,000 | 6,335,000 |
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 | 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 | 1,875,000 |
Options to purchase common stock [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 3,000,000 | 3,000,000 |
Restricted stock awards [Member] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 910,000 | 660,000 |
SIGNIFICANT ACCOUNTING POLICI38
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Sep. 07, 2013shares | Sep. 07, 2013USD ($) | Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares | May 01, 2015USD ($)ft²$ / sharesshares | Nov. 02, 2016shares | Dec. 31, 2015USD ($) | May 31, 2015ft² |
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization Financing Costs | $ 15,654 | |||||||||
Allowance for Doubtful Accounts Receivable | 7,238,615 | 3,680,837 | ||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 112,794 | 2,015,534 | 4,593,638 | $ 1,594,998 | ||||||
Health Care Organization, Other Revenue | 2,275,418 | $ 2,410,892 | ||||||||
Options to purchase common stock | shares | 129,630 | 129,630 | ||||||||
Donald Bittar [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets | shares | 636,666 | |||||||||
Brevard Orthopaedic [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization Financing Costs | $ 1,317 | |||||||||
Health Care Organization, Other Revenue | 1,313,034 | 1,403,215 | ||||||||
Marina Towers [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization Financing Costs | $ 14,337 | 14,337 | ||||||||
Health Care Organization, Other Revenue | $ 428,246 | $ 375,321 | ||||||||
Area of Land | ft² | 78,000 | |||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||
Options Expiration Date | Dec. 31, 2026 | |||||||||
Brevard Orthopaedic Spine Pain Clinic, Inc. [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Share Price | $ / shares | $ 1.35 | |||||||||
Options to purchase common stock | shares | 3,000,000 | |||||||||
Adjustments to Additional Paid in Capital, Fair Value | $ 3,226,427 | |||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 134.09% | |||||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.12% | |||||||||
Fair Value Assumptions, Expected Term | 8 years 8 months 1 day | |||||||||
Amortization of Deferred Charges, Total | 215,096 | $ 215,096 | ||||||||
Accumulated amortization of the deferred costs | 215,096 | |||||||||
Options Expiration Date | Dec. 31, 2023 | |||||||||
TBC Holdings of Melbourne, Inc [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Area of Land | ft² | 34,480 | |||||||||
Patient Lists [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization of Intangible Assets | 20,000 | 20,000 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 95,000 | 75,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||||
Patents [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 19,100 | 19,100 | ||||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 573,000 | 38,200 | ||||||||
Patents [Member] | Donald Bittar [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Health Care Organization, Other Revenue | $ 286,500 | |||||||||
VIE [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 708,858 | $ 1,556,303 | ||||||||
B.A.C.K. Center [Member] | ||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||
Area of Land | ft² | 29,629 |
LIQUIDITY (Details Textual)
LIQUIDITY (Details Textual) | Dec. 14, 2015USD ($)shares | Jun. 09, 2015USD ($) | Nov. 08, 2013shares | Jun. 13, 2013USD ($)shares | Mar. 31, 2016ft² | Sep. 30, 2016 | Dec. 31, 2016USD ($)shares | Dec. 31, 2017USD ($) | May 01, 2015ft² |
Liquidity Disclosures [Line Items] | |||||||||
Long-term Line of Credit | $ 1,000,000 | $ 2,000,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 60.00% | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | shares | 100,000 | 100,000 | |||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | ||||||
Marina Towers [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Area of Land | ft² | 78,000 | ||||||||
Lease agreement description | Our corporate headquarters and FCID Holdings offices | ||||||||
Lease agreement expireation date | Dec. 31, 2026 | ||||||||
FCID Medical [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 99.00% | ||||||||
MTMC Melbourne, Inc. [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 1.00% | ||||||||
CT Capital LTD [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Long-term Line of Credit | $ 1,500,000 | $ 2,150,000 | $ 1,100,000 | ||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | shares | 100,000 | 100,000 | |||||||
Minimum [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Increasing the maximum aggregate amount | $ 2,000,000 | $ 1,500,000 | |||||||
Maximum [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Increasing the maximum aggregate amount | $ 2,500,000 | $ 2,000,000 | |||||||
B.A.C.K. Center [Member] | |||||||||
Liquidity Disclosures [Line Items] | |||||||||
Area of Land | ft² | 29,629 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Dec. 31, 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 $537,740 and $215,096 | 2,366,043 | 2,688,687 |
Patient list, net of accumulated amortization of $95,000 and $75,000 | 185,000 | 205,000 |
Patents, net of accumulated amortization of $57,300 and $38,200 | 210,100 | 229,200 |
Investments (amounts related to VIE of $22,005 and $16,914) | 22,005 | 22,005 |
Deferred tax asset | 223,899 | 181,029 |
Deposits | 2,269 | 2,571 |
Total other assets | $ 3,908,781 | $ 4,227,957 |
OTHER ASSETS (Details Texuals)
OTHER ASSETS (Details Texuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Assets Details Texuals | ||
Deferred Cost Amortization Expense | $ 322,644 | $ 322,644 |
Patents Cost Amortization | $ 19,100 | $ 19,100 |
PROPERTY, PLANT, AND EQUIPMEN42
PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,042,366 | $ 3,710,035 |
Less: accumulated depreciation | (1,747,203) | (1,165,219) |
Property and equipment, net | 2,295,163 | 2,544,816 |
Building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 212,987 | 185,213 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 451,747 | 370,561 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,128,823 | 2,940,055 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 248,809 | $ 3,710,035 |
PROPERTY, PLANT, AND EQUIPMEN43
PROPERTY, PLANT, AND EQUIPMENT (Details 1) | Dec. 31, 2017USD ($) |
Property Plant And Equipment Details 1 | |
Year ended December 31, 2018 | $ 1,121,245 |
Year ended December 31, 2019 | 1,143,670 |
Year ended December 31, 2020 | 1,166,543 |
Year ended December 31, 2021 | 1,189,874 |
Year ended December 31, 2022 and thereafter | 5,325,855 |
Operating Leases, Future Minimum Payments Due, Total | $ 9,947,187 |
PROPERTY, PLANT, AND EQUIPMEN44
PROPERTY, PLANT, AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 580,092 | $ 459,965 |
Gain on sale of property | 9,207,846 | |
Rental revenue from third party tenants of Marina Towers | 1,197,409 | |
Office equipment [Member] | ||
Gain on sale of property | 18,879 | |
Rental revenue from third party tenants of Marina Towers | 9,188,968 | |
Marina Towers [Member] | ||
Rental revenue from third party tenants of Marina Towers | $ 962,384 | $ 1,167,409 |
LINES OF CREDIT (Details Textua
LINES OF CREDIT (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Nov. 08, 2013 | Jun. 13, 2013 | Apr. 09, 2013 | Jun. 27, 2012 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | |||||||||
Line Of Credit Facility, Expiration Date | Dec. 31, 2016 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | 100,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 60.00% | ||||||||
Line of Credit Facility, Minimum Borrowing Capacity | $ 1,000,000 | ||||||||
Line Of Credit Facility, Amount Outstanding | $ 1,000,000 | $ 2,000,000 | |||||||
Debt Instrument, Term | 60 days | ||||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | ||||||
Increase in the accounts receivable line of credit | $ 500,000 | ||||||||
Agreed to issue shares of common stock | 500,000 | ||||||||
Agreed to issue shares of common stock, amount | $ 92,000 | ||||||||
Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | $ 1,500,000 | |||||||
Maximum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | 2,000,000 | |||||||
Accounts Receivable [Member] | Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line Of Credit Facility, Amount Outstanding | 1,500,000 | ||||||||
Accounts Receivable [Member] | Maximum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line Of Credit Facility, Amount Outstanding | $ 2,000,000 | ||||||||
CT Capital LTD [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Short-term Debt, Maximum Amount Outstanding During Period | $ 1,500,000 | ||||||||
Line of Credit Facility, Collateral | The advance rate is defined as: 80% of all receivables to be 120 days or less at the net collection rate of approximately 27% of total billings, excluding patient billings and collections. Additionally, allowable accounts receivable will also include 50% of all accounts receivable protected by legal letters of protection. | ||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | At any time up until December 31, 2016, the Lender may convert all or any portion of the outstanding principal amount or interest on the Loan into common stock of the Company at a conversion price of $0.75 per share. | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 100,000 | 100,000 | |||||||
Debt Instrument, Interest Rate During Period | 12.00% | 12.00% | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||||||
Line Of Credit Facility, Amount Outstanding | $ 1,500,000 | $ 1,100,000 | 2,150,000 | ||||||
TBC Equipment Leasing, LLC member [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | interest rate of one month Libor floating plus 2.75%, as published in The Wall Street Journal, with a floor of 2.96% per annum (2.96% at December 31, 2014 and 2013, respectively). | ||||||||
Line of Credit Facility, Increase (Decrease), Net, Total | $ 1,383,000 | ||||||||
Line of Credit Facility, Increase (Decrease), Other, Net | $ 995,000 | ||||||||
Debt Instrument, Term | 45 days | ||||||||
Line of Credit Facility, Average Outstanding Amount | $ 1,000,000 | ||||||||
Line of Credit, Florida Business Bank [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms | The advance rate is defined as: 60% of eligible accounts receivables. Eligible receivables include all Medicare and Medicaid receivables less than 90 days old multiplied by a factor of 0.25, plus all other receivables less than 90 days old multiplied by a factor of 0.50. As of December 31, 2016, The B.A.C.K. Center had not violated the loan covenants. | ||||||||
Line Of Credit Guaranteed Amount | 1,400,000 | ||||||||
Line of Credit Facility, Average Outstanding Amount | $ 439,524 | $ 416,888 | |||||||
Shares issued convertible debt, Shares | 1,866,677 | ||||||||
Shares issued convertible debt, Amount | $ 1,400,000 | ||||||||
Line of Credit, Florida Business Bank [Member] | Accounts Receivable [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | interest rate of Prime floating plus 1.0%, as published in The Wall Street Journal, with a floor of 4.50% per annum (the Loan). | ||||||||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 1,000,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 89,698 | $ 533,983 |
Less: current portion | (29,552) | (519,452) |
Notes payable, long term portion | 60,146 | 14,531 |
Note Payable, GE Capital (MRI) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 438,736 | |
Note Payable, GE Capital (X-ray) [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 48,362 | |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 12,536 | 41,043 |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 77,162 | $ 5,842 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Dec. 31, 2017USD ($) |
Aggregate maturities of long-term debt: | |
Year ended December 31, 2018 | $ 18,411 |
Year ended December 31, 2019 | 19,958 |
Year ended December 31, 2020 | 13,995 |
Year ended December 31, 2021 | 7,782 |
Total | $ 60,146 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | Jun. 11, 2013 | Aug. 12, 2011 | Sep. 27, 2012 | Aug. 22, 2012 | Oct. 25, 2011 | Sep. 30, 2016 | Mar. 08, 2013 | Feb. 25, 2013 | May 21, 2012 |
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 60.00% | ||||||||||
Debt Instrument, Term | 60 days | ||||||||||
Equipment Capital Lease [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | $ 956 | ||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2017 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.002% | ||||||||||
Capital Lease Equipment, Lease Term | 48 months | ||||||||||
Lease To Acquire Equipment | $ 1,036 | ||||||||||
Lease agreement term | 60 months | ||||||||||
X Ray Equipment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital Lease Obligations | $ 212,389 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.9375% | ||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | $ 1,384 | |||||||||
Capital Lease Obligations Due For Remaining Months | $ 4,300 | 4,575 | |||||||||
Debt Instrument, Term | 60 months | ||||||||||
Mri Equipment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital Lease Obligations | $ 1,771,390 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.9375% | ||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | 11,779 | |||||||||
Capital Lease Obligations Due For Remaining Months | $ 38,152 | $ 38,152 | |||||||||
Debt Instrument, Term | 60 months | ||||||||||
C-Arm Equipment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital Lease Obligations | $ 124,797 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.39% | ||||||||||
Capital Lease Obligations Due In First 3 Months | $ 0 | ||||||||||
Capital Lease Obligations Due For Remaining Months | $ 2,388 | ||||||||||
Mortgage Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate During Period | 6.10% | ||||||||||
Debt Instrument, Periodic Payment | $ 45,753 | ||||||||||
Debt Instrument, Maturity Date | Sep. 16, 2016 | ||||||||||
Debt Instrument, Term | 30 years | ||||||||||
Debt Instrument, Face Amount | $ 7,550,000 | ||||||||||
GE Healthcare Financial Services [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 2,400,000 |
CAPITAL STOCK (Details Textual)
CAPITAL STOCK (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 27,356,838 | ||
Common Stock, Shares, Outstanding | 27,167,818 | 24,631,327 | |
Common Stock, Shares, Issued for Services Amount | $ 841,197 | $ 1,289,485 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 841,197 | ||
Share-Based Compensation | 1,167,603 | $ 1,276,681 | |
Common stock as part of a settlement agreement | 400,000 | ||
Common stock as part of a settlement agreement fair value | $ 460,000 | ||
Common stock in settlement of previous related party advances and accrued interest | 485,486 | ||
Common stock in settlement of previous related party advances and accrued interest fair value | $ 655,407 | ||
Estimated liability | $ 1,198,900 | ||
Estimated liability per share | $ 0.85 | ||
Convertible Notes Payable [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,236,907 | 485,486 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,120,000 | ||
Convertible Advance [Member] | |||
Advances | $ 615,500 | $ 39,907 | |
Common Stock [Member] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 24,631,327 | 22,867,626 | |
Common Stock, Shares, Outstanding | 24,631,327 | 22,867,626 | |
Common Stock, Shares, Issued for Services | 695,344 | 1,474,071 | |
Common Stock, Shares, Issued for Services Amount | $ 695 | $ 1,473 | |
Accrued interest | $ 116,907 | ||
Common Stock [Member] | Officers and employees [Member] | |||
Common Stock, Shares, Issued | 1,474,071 | ||
Common Stock, Shares, Issued for Services | 1,559,178 | ||
Common Stock, Shares, Issued for Services Amount | $ 1,683,776 | ||
Share-Based Compensation | 221,000 | ||
Common stock as part of a settlement agreement fair value | $ 1,289,485 | ||
Common Stock [Member] | Board of director [Member] | |||
Common Stock, Shares, Issued for Services | 35,000 | ||
Common Stock, Shares, Issued for Services Amount | $ 40,250 | ||
Common Stock [Member] | Consulting Services [Member] | |||
Common Stock, Shares, Issued | 1,217,071 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 100,000 | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 92,000 | ||
Common stock as part of a settlement agreement fair value | $ 481,900 | ||
Common Stock [Member] | Line of Credit [Member] | |||
Common Stock, Shares, Issued for loan extension | 227,000 | ||
Common Stock [Member] | Convertible Notes Payable [Member] | |||
Issuance of shares to investor | 129,630 | ||
Issuance of shares to investor amount | $ 175,000 | ||
Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Warrant [Member] | Convertible Notes Payable [Member] | |||
Common Stock, Shares, Issued | 60,000 | ||
Exercise price | $ 1.35 | ||
Employee Stock Option [Member] | |||
Common Stock, Shares, Issued | 1,866,667 | ||
Common Stock, Shares, Issued for Services | 306,000 | 60,000 | |
Common Stock, Shares, Issued for Services Amount | $ 326,406 |
STOCK OPTIONS, WARRANTS AND R50
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Warrant [Member] | ||
Warrants Outstanding, Prices | $ 3.60 | |
Warrants Outstanding | 4,324,630 | 4,324,630 |
Warrants Outstanding, Expiration Date | Dec. 31, 2018 | |
Warrants Outstanding, Weighted Price | $ 3.60 | $ 2.32 |
Warrants Exercisable | 1,875,000 | |
Warrants Exercisable, Weighted Price | $ 3.60 | |
Employee Stock Option [Member] | ||
Options Outstanding Weighted Average Remaining Life in Years | 7 years | |
Warrants Outstanding | 3,000,000 | 3,000,000 |
Warrants Outstanding, Weighted Price | $ 1.35 | $ 1.35 |
Warrants Exercisable |
STOCK OPTIONS, WARRANTS AND R51
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 1) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares, Outstanding | 3,000,000 | |
Number of Shares, Granted | 3,000,000 | |
Number of Shares, Exercised | ||
Number of Shares, Expired | ||
Number of Shares, Outstanding | 3,000,000 | 3,000,000 |
Weighted Average Price Per Share, Outstanding | $ 1.35 | |
Weighted Average Price Per Share, Granted | $ 1.35 | |
Weighted Average Price Per Share, Exercised | ||
Weighted Average Price Per Share, Expired | ||
Weighted Average Price Per Share, Outstanding | $ 1.35 | $ 1.35 |
Options Outstanding Weighted Average Remaining Life in Years | 6 years |
STOCK OPTIONS, WARRANTS AND R52
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 4,324,630 | |
Number of Shares, Granted | 129,630 | |
Number of Shares, Exercised | ||
Number of Shares, Expired | (2,449,630) | |
Number of Shares, Outstanding | 1,875,000 | 4,324,630 |
Weighted Average Price Per Share, Outstanding | $ 2.32 | |
Weighted Average Price Per Share, Granted | $ 1.35 | |
Weighted Average Price Per Share, Exercised | ||
Weighted Average Price Per Share, Expired | 1.35 | |
Weighted Average Price Per Share, Outstanding | $ 3.60 | $ 2.32 |
STOCK OPTIONS, WARRANTS AND R53
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 3) - Restricted stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares, Outstanding | 660,000 | |
Number of Shares, Granted | 400,000 | 660,000 |
Number of Shares, Forfeited | (138,900) | |
Number of Shares, Outstanding | 921,100 | 660,000 |
Vested at December 31, 2017 | 11,100 | |
Unvested restricted shares as of December 31, 2017 | 932,200 | 666,000 |
STOCK OPTIONS, WARRANTS AND R54
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | 16 Months Ended | |||
Dec. 27, 2016 | Nov. 15, 2016 | May 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 01, 2015 | Nov. 02, 2016 | |
Shares price of common stock | $ 1.35 | $ 1.35 | $ 1.35 | ||||
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | |||||
Warrant to purchase common stock | 129,630 | 129,630 | |||||
Fair value of options | 3,226,427 | ||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
Volatility | 70.60% | 72.00% | 134.09% | ||||
Risk free rate | 89.00% | 61.00% | 2.12% | ||||
Estimated life | 3 years 10 months 6 days | 1 year 11 months 23 days | 8 years 8 months 1 day | ||||
Warrants Exercise Price | 1.35 | 1.35 | |||||
Re-acquired Warrants | 129,630 | 2,320,000 | |||||
Fair Value Warrant exchange date | $ 841,134 | ||||||
Fair value restricted stock vesting | $ 326,405 | $ 131,546 | |||||
Stock based compensation related to restricted stock | $ 869,775 | $ 552,154 | |||||
Weighted average remaining period | 2 years 11 months 26 days | 2 years 4 months 17 days | |||||
B.A.C.K. Center [Member] | |||||||
Options issued to purchase the Company's common stock | 3,000,000 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | ||||
Cash | $ 2,015,534 | $ 4,593,638 | $ 1,594,998 | $ 112,794 |
Accounts receivable, net | 8,699,714 | 9,536,830 | ||
Total current assets | 12,547,288 | 15,373,321 | ||
Property and equipment, net | 2,295,163 | 2,544,816 | ||
Other assets | 3,908,781 | 4,227,957 | ||
Total assets | 18,751,232 | 22,146,094 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,379,404 | 2,083,231 | ||
Total current liabilities | 4,574,425 | 4,839,683 | ||
Total liabilities | 7,265,889 | 7,189,738 | ||
Non-controlling interest | 510,782 | 1,011,649 | ||
Total liabilities and deficit | 18,751,232 | 22,146,094 | ||
B.A.C.K. Center [Member] | ||||
Current assets: | ||||
Cash | 238,402 | 355,491 | ||
Accounts receivable, net | 3,526,789 | 4,830,054 | ||
Other current assets | 765,236 | 691,847 | ||
Total current assets | 4,530,427 | 5,877,392 | ||
Property and equipment, net | 73,791 | 70,444 | ||
Other assets | 22,005 | 22,005 | ||
Total assets | 4,626,223 | 5,969,841 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 628,304 | 904,684 | ||
Due to First Choice Healthcare Solutions, Inc. | 1,700,210 | 2,867,539 | ||
Other current liabilities | 485,432 | 677,446 | ||
Total current liabilities | 2,813,946 | 4,449,669 | ||
Long term debt | 1,950,963 | 1,658,858 | ||
Total liabilities | 4,764,909 | 6,108,527 | ||
Non-controlling interest | (138,686) | (138,686) | ||
Total liabilities and deficit | $ 4,626,223 | $ 5,969,841 |
VARIABLE INTEREST ENTITY (Det56
VARIABLE INTEREST ENTITY (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | ||||
Cash | $ 2,015,534 | $ 4,593,638 | $ 1,594,998 | $ 112,794 |
Accounts receivable, net | 8,699,714 | 9,536,830 | ||
Total current assets | 12,547,288 | 15,373,321 | ||
Property and equipment, net | 2,295,163 | 2,544,816 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 18,751,232 | 22,146,094 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,379,404 | 2,083,231 | ||
Total current liabilities | 4,574,425 | 4,839,683 | ||
Deferred rent | 2,589,568 | 2,293,594 | ||
Total liabilities | 7,265,889 | 7,189,738 | ||
Equity-First Choice Healthcare Solutions, Inc. | 27,357 | 24,631 | ||
Non-controlling interest | 510,782 | 1,011,649 | ||
Total liabilities and deficit | 18,751,232 | 22,146,094 | ||
Crane Creek Surgery Center [Member] | ||||
Current assets: | ||||
Cash | 464,074 | 353,367 | ||
Accounts receivable, net | 893,817 | 1,180,907 | ||
Other current assets | 151,040 | 129,430 | ||
Total current assets | 1,508,931 | 1,663,704 | ||
Property and equipment, net | 396,136 | 623,185 | ||
Goodwill | 899,465 | 899,465 | ||
Total assets | 2,804,532 | 3,186,354 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 852,208 | 461,489 | ||
Capital leases, short term | 12,001 | |||
Other current liabilities | 251,588 | 251,588 | ||
Total current liabilities | 1,115,797 | 713,077 | ||
Capital leases, long term | 47,049 | |||
Deferred rent | 559,239 | 556,051 | ||
Total liabilities | 1,722,085 | 1,269,128 | ||
Equity-First Choice Healthcare Solutions, Inc. | 432,979 | 766,891 | ||
Non-controlling interest | 649,468 | 1,150,335 | ||
Total liabilities and deficit | $ 2,804,532 | $ 3,186,354 |
VARIABLE INTEREST ENTITY (Det57
VARIABLE INTEREST ENTITY (Details Textual) - USD ($) | Dec. 14, 2015 | Jun. 09, 2015 | May 01, 2015 | Sep. 30, 2016 | Oct. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 01, 2015 |
Options issued to purchase the Company's common stock | 3,000,000 | 3,000,000 | ||||||
Total revenues | $ 9,789,366 | $ 28,744,047 | $ 29,464,082 | |||||
Salaries and benefits | 4,084,312 | 16,291,238 | 13,696,590 | |||||
Operating expenses | 33,154,213 | 29,324,429 | ||||||
General and administrative expenses | 3,928,244 | 5,593,704 | 5,534,446 | |||||
Depreciation | 18,404 | |||||||
Interest and financing costs | $ 28,524 | (99,984) | (343,161) | |||||
Other income (expense) | 120,799 | 278,358 | ||||||
Matures date | Jul. 30, 2017 | Jul. 30, 2017 | Apr. 1, 2016 | |||||
Stock Purchase Price | $ 1.35 | |||||||
B.A.C.K. Center [Member] | ||||||||
Total revenues | 11,884,824 | |||||||
Salaries and benefits | 6,716,500 | |||||||
Operating expenses | 3,461,290 | |||||||
General and administrative expenses | 2,631,507 | |||||||
Depreciation | 26,742 | |||||||
Interest and financing costs | 17,144 | |||||||
Other income (expense) | 103,474 | |||||||
Crane Creek Surgery Center [Member] | ||||||||
Total revenues | 4,555,515 | 5,076,724 | ||||||
Salaries and benefits | 1,156,747 | 1,219,749 | ||||||
Operating expenses | 3,411,808 | 3,123,964 | ||||||
General and administrative expenses | 553,370 | 491,678 | ||||||
Depreciation | 278,399 | 112,595 | ||||||
Interest and financing costs | 4,295 | |||||||
Other income (expense) | $ 14,325 | |||||||
Miscellaneous income | 6,815 | |||||||
Gain on sale of equipment | $ 18,878 | |||||||
B.A.C.K. Center [Member] | ||||||||
Options issued to purchase the Company's common stock | 3,000,000 | |||||||
Total revenues | $ 14,022,604 | |||||||
Salaries and benefits | 6,588,842 | |||||||
General and administrative expenses | 6,523,334 | |||||||
Depreciation | 24,451 | |||||||
Interest and financing costs | 14,714 | |||||||
Other income (expense) | $ 268,543 | |||||||
Crane Creek Surgery Center One [Member] | ||||||||
Interest and financing costs | $ 40 | |||||||
Promissory note | $ 420,000 | |||||||
Matures date | Apr. 15, 2016 | |||||||
Voting Rights, Description | In connection with the investment, the Company is entitled to 51% voting rights for all decisions that most significantly affect the economic performance of Crane Creek. The 40% equity interest acquired entitles the Company to 40% of the profit or loss of Crank Creek |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net income loss attributable to the non-controlling interest | $ 500,867 | $ (92,659) |
B.A.C.K. Center [Member] | ||
Net income | $ 1,139,806 | |
Average Non-controlling interest percentage of profit/losses | 0.00% | |
Net income loss attributable to the non-controlling interest | ||
CCSC HoldingsInc [Member] | ||
Net income | $ (834,778) | $ 144,344 |
Average Non-controlling interest percentage of profit/losses | 60.00% | 60.00% |
Net income loss attributable to the non-controlling interest | $ (500,867) | $ 92,659 |
B.A.C.K. Center [Member] | ||
Net income | $ (1,169,478) | |
Average Non-controlling interest percentage of profit/losses | 0.00% | |
Net income loss attributable to the non-controlling interest |
NON-CONTROLLING INTEREST (Det59
NON-CONTROLLING INTEREST (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance, December 31, 2015 | $ 1,011,649 | |
Net income loss attributable to the non-controlling interest | 500,867 | $ (92,659) |
Balance, December 31, 2016 | 510,782 | 1,011,649 |
B.A.C.K. Center [Member] | ||
Balance, December 31, 2015 | (138,686) | |
Transfer (to) from the non-controlling interest as a result of change in ownership | ||
Net income loss attributable to the non-controlling interest | ||
Balance, December 31, 2016 | (138,686) | (138,686) |
B.A.C.K. Center [Member] | ||
Balance, December 31, 2015 | (138,686) | |
Transfer (to) from the non-controlling interest as a result of change in ownership | ||
Net income loss attributable to the non-controlling interest | ||
CCSC HoldingsInc [Member] | ||
Balance, December 31, 2015 | 1,150,335 | 1,057,676 |
Transfer (to) from the non-controlling interest as a result of change in ownership | ||
Net income loss attributable to the non-controlling interest | (500,867) | 92,659 |
Balance, December 31, 2016 | $ 649,468 | $ 1,150,335 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
May 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Net patient service revenue | $ 26,468,629 | $ 27,053,190 | |
Rental revenue | 2,275,418 | 2,410,892 | |
Total revenue | $ 9,789,366 | 28,744,047 | 29,464,082 |
Operating expenses: | |||
Salaries & benefits | 4,084,312 | 16,291,238 | 13,696,590 |
Other operating expenses | 10,327,434 | 9,271,684 | |
General and administrative | 3,928,244 | 5,593,704 | 5,534,446 |
Depreciation and amortization | 941,836 | 821,709 | |
Total operating expenses | 33,154,213 | 29,324,429 | |
Net income (loss) from operations: | (4,410,166) | 139,653 | |
Interest income (expense) | $ 28,524 | (99,984) | (343,161) |
Amortization of financing costs | (15,654) | ||
Gain on sale of property | 9,207,846 | ||
Other income (expense) | 120,799 | 278,358 | |
Net Income (loss) before income taxes: | (4,389,351) | 9,267,042 | |
Income taxes | |||
Net income (loss) | (4,389,351) | 9,267,042 | |
Non-controlling interest | 500,867 | (92,659) | |
Net income (loss) attributable to First Choice Healthcare Solutions | 3,888,484 | 9,174,383 | |
FCID Medical [Member] | |||
Revenue: | |||
Net patient service revenue | 11,341,324 | 9,357,077 | |
Rental revenue | |||
Total revenue | 11,341,324 | 9,357,077 | |
Operating expenses: | |||
Salaries & benefits | 6,994,297 | 4,613,786 | |
Other operating expenses | 2,533,586 | 2,175,409 | |
General and administrative | 792,138 | 453,091 | |
Depreciation and amortization | 294,574 | 272,968 | |
Total operating expenses | 10,614,595 | 7,515,254 | |
Net income (loss) from operations: | 726,729 | 1,841,823 | |
Interest income (expense) | (78,628) | (216,149) | |
Amortization of financing costs | |||
Gain on sale of property | |||
Other income (expense) | |||
Net Income (loss) before income taxes: | 648,101 | 1,625,674 | |
Income taxes | |||
Net income (loss) | 648,101 | 1,625,674 | |
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | 648,101 | 1,625,674 | |
Brevard Orthopaedic [Member] | |||
Revenue: | |||
Net patient service revenue | 10,571,790 | 12,619,389 | |
Rental revenue | 1,313,034 | 1,403,215 | |
Total revenue | 11,884,824 | 14,022,604 | |
Operating expenses: | |||
Salaries & benefits | 6,716,500 | 6,588,842 | |
Other operating expenses | 3,461,289 | 3,359,029 | |
General and administrative | 2,631,507 | 2,872,712 | |
Depreciation and amortization | 26,742 | 24,451 | |
Total operating expenses | 12,836,038 | 12,845,034 | |
Net income (loss) from operations: | (951,215) | 1,177,570 | |
Interest income (expense) | (17,144) | (13,397) | |
Amortization of financing costs | (1,317) | ||
Gain on sale of property | |||
Other income (expense) | 103,474 | 268,543 | |
Net Income (loss) before income taxes: | (864,885) | 1,431,399 | |
Income taxes | |||
Net income (loss) | (864,885) | 1,431,399 | |
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | (864,885) | 1,431,399 | |
The Crane Center [Member] | |||
Revenue: | |||
Net patient service revenue | 4,555,515 | 5,076,724 | |
Total revenue | 4,555,515 | 5,076,724 | |
Operating expenses: | |||
Salaries & benefits | 1,156,747 | 1,219,749 | |
Other operating expenses | 3,411,808 | 3,123,964 | |
General and administrative | 553,370 | 491,678 | |
Depreciation and amortization | 278,399 | 112,595 | |
Total operating expenses | 5,400,324 | 4,947,986 | |
Net income (loss) from operations: | (844,809) | 128,738 | |
Interest income (expense) | (4,295) | (10,087) | |
Amortization of financing costs | |||
Gain on sale of property | 18,878 | ||
Other income (expense) | 14,325 | 6,815 | |
Net Income (loss) before income taxes: | (834,779) | 144,344 | |
Income taxes | |||
Net income (loss) | (834,779) | 144,344 | |
Non-controlling interest | 500,867 | (92,659) | |
Net income (loss) attributable to First Choice Healthcare Solutions | (333,912) | 51,685 | |
Corporate [Member] | |||
Revenue: | |||
Net patient service revenue | |||
Rental revenue | 1,755,850 | 1,739,646 | |
Total revenue | 1,755,850 | 1,739,646 | |
Operating expenses: | |||
Salaries & benefits | 1,423,694 | 1,274,213 | |
Other operating expenses | 1,656,294 | 1,345,251 | |
General and administrative | 1,674,612 | 1,716,965 | |
Depreciation and amortization | 342,121 | 411,695 | |
Total operating expenses | 5,096,721 | 4,748,124 | |
Net income (loss) from operations: | (3,340,871) | (3,008,478) | |
Interest income (expense) | 83 | (103,528) | |
Amortization of financing costs | (14,337) | ||
Gain on sale of property | 9,188,968 | ||
Other income (expense) | 3,000 | 3,000 | |
Net Income (loss) before income taxes: | (3,337,788) | 6,065,625 | |
Income taxes | |||
Net income (loss) | (3,337,789) | 6,065,625 | |
Non-controlling interest | |||
Net income (loss) attributable to First Choice Healthcare Solutions | (3,337,789) | 6,065,625 | |
Intersegment Elimination [Member] | |||
Revenue: | |||
Net patient service revenue | |||
Rental revenue | (793,466) | (731,969) | |
Total revenue | (793,466) | (731,969) | |
Operating expenses: | |||
Salaries & benefits | |||
Other operating expenses | (735,543) | (731,969) | |
General and administrative | (57,923) | ||
Depreciation and amortization | |||
Total operating expenses | (793,466) | (731,969) | |
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 |
COMMITMENTS AND CONTINGENCIES61
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2017USD ($) |
Crane Creek Surgery Center [Member] | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year ended December 31, 2018 | $ 711,185 |
Year ended December 31, 2019 | 732,521 |
Year ended December 31, 2020 | 754,496 |
Year ended December 31, 2021 | 777,131 |
Year ended December 31, 2022 and thereafter | 2,295,007 |
Total | 5,270,340 |
Employee Stock Option [Member] | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year ended December 31, 2018 | 1,121,245 |
Year ended December 31, 2019 | 1,143,670 |
Year ended December 31, 2020 | 1,166,543 |
Year ended December 31, 2021 | 1,189,874 |
Year ended December 31, 2022 and thereafter | 5,325,855 |
Total | 9,947,187 |
B.A.C.K. Center [Member] | |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year ended December 31, 2018 | 2,480,344 |
Year ended December 31, 2019 | 2,554,754 |
Year ended December 31, 2020 | 2,631,397 |
Year ended December 31, 2021 | 2,710,339 |
Year ended December 31, 2022 and thereafter | 11,679,217 |
Total | $ 22,056,051 |
COMMITMENTS AND CONTINGENCIES62
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies [Line Items] | |||
Rental revenue from third party tenants of Marina Towers | $ 1,197,409 | ||
Marina Towers [Member] | |||
Commitments and Contingencies [Line Items] | |||
Lease expiration date | Dec. 31, 2026 | ||
Rental revenue from third party tenants of Marina Towers | 962,384 | $ 1,167,409 | |
B.A.C.K. Center [Member] | |||
Commitments and Contingencies [Line Items] | |||
Rental revenue from third party tenants of Marina Towers | $ 1,403,215 | ||
B.A.C.K. Center [Member] | |||
Commitments and Contingencies [Line Items] | |||
Rental revenue from third party tenants of Marina Towers | $ 1,313,034 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
(Loss) income before provision for income taxes | ||
Domestic | $ (4,389,351) | $ 9,276,042 |
Current state | ||
Total current | ||
Deferred federal | (604,047) | |
Deferred state | (123,721) | |
Total deferred | (727,768) | |
Change in valuation allowance | 727,768 | |
Total tax provision |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
NOL Carryforward | $ 284,136 | $ 181,029 |
AMT Credits | 56,747 | 181,029 |
Fixed assets and intangibles | (17,513) | |
Stock Compensation | 66,326 | |
Accruals and other | 901,719 | |
Total deferred tax assets | 1,007,279 | 181,029 |
Valuation allowance | (783,380) | 0 |
Net deferred tax asset | $ 223,899 | $ 181,029 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Taxes Details 2 | |
Net operating losses, federal | $ 1,121,074 |
Expiration in years | 2017-2035 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details 2 | ||
Federal statutory rate | 34.00% | 34.00% |
State income taxes net of Federal benefit | 3.60% | 3.60% |
Non-deductible items | (48.50%) | |
Increase due to true up | 12.20% | (37.60%) |
Changes in federal tax rate | (17.80%) | |
Changes in valuation allowance due to tax reform | (16.50%) | |
Total |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
AMT Credit Refund Request | $ 232,899 | |||||
AMT Credit Refund Request | ||||||
AMT Credit Refund Request | $ 14,555 | $ 14,556 | $ 29,113 | $ 58,225 | $ 116,450 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Employee Stock Option [Member] | |
Tax Expense | $ 1,167,409 |