Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | First Choice Healthcare Solutions, Inc. | |
Entity Central Index Key | 1,416,876 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 32,547,189 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash (amounts related to VIE of $478,740 and $702,476) | $ 8,474,437 | $ 2,015,534 |
Accounts receivable, net (amounts related to VIE of $4,129,865 and $4,420,605) | 9,908,563 | 8,699,714 |
Employee loans (amounts related to VIE of $490,250 and $490,550) | 1,268,487 | 1,155,109 |
Prepaid and other current assets (amounts related to VIE of $235,707 and $425,725) | 630,285 | 676,931 |
Total current assets | 20,281,772 | 12,547,288 |
Property, plant and equipment, net (amounts related to VIE of $209,950 and $469,927) | 2,519,638 | 2,295,163 |
Other assets (amount relating to VIE $22,005 and $921,470) | 3,824,483 | 3,908,781 |
Total assets | 26,625,893 | 18,751,232 |
Current liabilities | ||
Accounts payable and accrued expenses (amounts related to VIE of $854,018 and $1,479,075) | 2,545,295 | 2,379,404 |
Accounts payable, related party (amount related to VIE of $0 and $251,588) | 251,588 | 251,588 |
Tax Payable | 230,037 | 223,899 |
Line of credit, short term (amount related to VIE of $440,024) | 440,024 | 440,024 |
Notes payable, current portion (amount related to VIE of $24,975 and $0) | 49,515 | 29,552 |
Unearned revenue | 44,557 | 44,607 |
Deferred rent, short term portion (amount related to VIE of $27,142 and $45,203) | 81,410 | 105,171 |
Total current liabilities | 3,642,426 | 3,474,245 |
Long term liabilities: | ||
Deposits held | 41,930 | 41,930 |
Line of credit, long term | 1,100,000 | 1,100,000 |
Notes payable, long term portion (amount related to VIE of $95,734 and $0) | 149,288 | 60,146 |
Deferred rent, long term portion (amount related to VIE of $1,975,808 and $2,510,406) | 2,641,579 | 2,589,568 |
Total long term liabilities | 3,932,797 | 3,791,644 |
Total liabilities | 7,575,223 | 7,265,889 |
Temporary equity-2022 Put Option | 7,500,000 | |
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, 32,172,389 and 27,356,838 shares issued; 32,172,389 and 27,167,818 shares outstanding as of March 31, 2018 and December 31, 2017, respectively | 32,172 | 27,357 |
Additional paid in capital | 24,982,457 | 25,185,487 |
Treasury stock, 0 and 189,020 common shares, at cost, respectively | (249,265) | |
Accumulated deficit | (13,709,680) | (13,989,018) |
Total stockholders' equity attributable to First Choice Healthcare Solutions, Inc. | 11,304,949 | 10,974,561 |
Non-controlling interest (note 10) | 245,721 | 510,782 |
Total equity | 11,550,670 | 11,485,343 |
Total liabilities and equity | $ 26,625,893 | $ 18,751,232 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Prepaid and other current assets | $ 630,285 | $ 676,931 |
Property, plant and equipment, net of accumulated depreciation | 1,640,400 | 1,165,219 |
Other assets | 3,824,483 | 3,908,781 |
Accounts payable and accrued expenses | 2,545,295 | 2,379,404 |
Accounts payable, related party | 251,588 | 251,588 |
Line of credit, short term | 440,024 | 440,024 |
Notes payable, current portion | 49,515 | 29,552 |
Deferred rent, short term portion | 81,410 | 105,171 |
Notes payable, long term portion | 149,288 | 60,146 |
Deferred rent, long term portion | $ 2,641,579 | $ 2,589,568 |
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 | 32,172,389 | 27,356,838 |
Common stock, shares outstanding | 32,172,389 | 27,167,818 |
Treasury stock | 0 | 189,020 |
VIE [Member] | ||
Cash Related to VIE | $ 478,740 | $ 702,476 |
Accounts receivable | 4,129,865 | 4,420,605 |
Employee loans | 490,250 | 490,550 |
Prepaid and other current assets | 235,707 | 425,725 |
Property, plant and equipment, net of accumulated depreciation | 209,950 | 469,927 |
Other assets | 22,005 | 921,470 |
Accounts payable and accrued expenses | 854,018 | 1,479,075 |
Accounts payable, related party | 0 | 251,588 |
Line of credit, short term | 440,024 | |
Notes payable, current portion | 24,975 | 0 |
Deferred rent, short term portion | 27,142 | 45,203 |
Notes payable, long term portion | 95,734 | 0 |
Deferred rent, long term portion | $ 1,975,808 | $ 510,406 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Patient service revenue | $ 8,481,672 | $ 7,406,986 |
Allowance for bad debts | (278,562) | (264,996) |
Net patient service revenue | 8,203,110 | 7,141,990 |
Rental revenue | 582,787 | 578,363 |
Total revenue | 8,785,897 | 7,720,353 |
Operating expenses: | ||
Salaries and benefits | 4,329,285 | 3,716,375 |
Other operating expenses | 2,632,786 | 2,529,183 |
General and administrative | 1,353,836 | 1,173,834 |
Depreciation and amortization | 201,912 | 189,488 |
Total operating expenses | 8,517,819 | 7,608,880 |
Net income from operations | 268,078 | 111,473 |
Other income (expense): | ||
Miscellaneous income | 40,322 | 50,102 |
Interest expense, net | (23,512) | (32,074) |
Total other income | 16,810 | 18,028 |
Net income before provision for income taxes | 284,888 | 129,501 |
Income taxes (benefit) | ||
Net income | 284,888 | 129,501 |
Non-controlling interest (note 10) | (5,550) | 73,018 |
NET INCOME ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ 279,338 | $ 202,519 |
Net income per common share, basic | $ 0.01 | $ 0.01 |
Net income per common share, diluted | $ 0.01 | $ 0.01 |
Weighted average number of common shares outstanding, basic | 28,610,793 | 26,252,505 |
Weighted average number of common shares outstanding, diluted | 29,410,793 | 27,052,505 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) | Common Stock | Additional Paid-In Capital | Treasury Stock | ReAccumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Amount at Dec. 31, 2017 | $ 27,357 | $ 25,185,487 | $ (249,265) | $ (13,989,018) | $ 510,782 | $ 11,485,343 |
Beginning Balance, Shares at Dec. 31, 2017 | 27,356,838 | 189,020 | ||||
Common stock previously issued returned to treasury, Amount | $ (5) | 5 | ||||
Common stock previously issued returned to treasury, Shares | (5,000) | |||||
Common stock issued for services rendered, Amount | $ 9 | 13,566 | $ 13,575 | |||
Common stock issued for services rendered, Shares | 9,571 | 9,571 | ||||
Common stock previously issued returned to treasury and canceled, Amount | $ (189) | $ (249,076) | $ 249,265 | |||
Common stock previously issued returned to treasury and canceled, Shares | (189,020) | (189,020) | ||||
Sale of common sock, Amount | $ 5,000,000 | |||||
Sale of common sock,Shares | 5,000 | 7,495,000 | 7,500,000 | |||
Reclassify put option in connection to sale of common stock to temporary equity | $ (7,500,000) | $ (7,500,000) | ||||
Acquisition of Crane Creek Surgery Center | (129,389) | (270,611) | (400,000) | |||
Stock based compensation , Amount | 166,864 | 166,864 | ||||
Net income | 279,338 | 5,550 | 284,888 | |||
Ending Balance, Amount at Mar. 31, 2018 | $ 32,172 | $ 24,982,457 | $ (13,709,680) | $ 245,721 | $ 11,550,670 | |
Ending Balance, Shares at Mar. 31, 2018 | 32,172,389 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 284,888 | $ 129,501 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Depreciation and amortization | 201,912 | 189,488 |
Allowances for bad debts | 278,562 | 264,996 |
Stock based compensation | 180,439 | 63,324 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,487,411) | (1,118,306) |
Prepaid expenses and other current assets | 46,646 | (229,258) |
Employee loans | (113,378) | (132,791) |
Accounts payable and accrued expenses | 165,891 | 353,849 |
Deferred rent | 28,250 | 51,871 |
Unearned income | (50) | 16,918 |
Net cash used in operating activities | (414,251) | (410,408) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Crane Creek Surgical Center | (400,000) | |
Purchase of equipment | (335,951) | (173,729) |
Net cash (used in) provided by investing activities | (735,951) | (173,729) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 7,500,000 | |
Proceeds from notes payable | 120,709 | 22,113 |
Payments on notes payable | (11,604) | (130,125) |
Net cash provided by (used in) financing activities | 7,609,105 | (108,012) |
Net increase (decrease) in cash and cash equivalents | 6,458,903 | (692,149) |
Cash and cash equivalents, beginning of period | 2,015,534 | 4,593,638 |
Cash and cash equivalents, end of period | 8,474,437 | 3,901,489 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 23,629 | 32,328 |
Cash paid during the period for taxes |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Basis Of Presentation | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION First Choice Healthcare Solutions, Inc. (“FCHS,” “the Company,” “we,” “our” or “us”) is actively engaged in implementing a defined growth strategy aimed at building a network of localized, integrated healthcare services platforms comprised of non-physician-owned medical centers of excellence, which concentrate on treating patients in the following specialties: Orthopaedics, Spine Surgery, Interventional Pain Medicine and related diagnostic and ancillary services in key high growth markets. The unaudited condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries: First Choice Medical Group of Brevard LLC, Marina Towers, LLC, FCID Medical Inc., TBC Holdings of Melbourne, Inc., CCSC Holdings, Inc. and Crane Creek Surgical Partners, LLC., along with the VIE, The B.A.C.K. Center. All significant intercompany balances and transactions, including those involving the VIE, have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2018 and for the three months ended March 31, 2018 and 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2017 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on April 2, 2018. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
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. 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 fee revenue Patient fee revenue, net of contractual allowance and discounts, consists of net patient fees received from insurance companies, third party payors (including federal and state agencies), hospitals and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments and discounts. Patient fee revenue is recorded in the period in which 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: Three months ended March 31, 2018 2017 Medicare 36.0 % 35.5 % Commercial Payor 1 15.9 % 19.0 % Commercial Payor 2 — 11.0 % Receivable Concentration: March 31, March 31, 2018 2017 Medicare 24.6 % 22.9 % Commercial Payor 1 11.6 % 17.4 % Commercial Payor 2 11.9 % 11.7 % 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 an allowance for doubtful accounts, 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 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 accounts. 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 March 31, 2018, and December 31, 2017, the Company’s allowance for doubtful accounts was $7,563,566 and $7,285,004 respectively. Net (loss) income per share Basic net (loss) income per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Three Months ended March 31, 2018 2017 Numerator: Net income attributable to First Choice Healthcare Solutions, Inc. $ 279,338 $ 202,519 Denominator: Weighted-average common shares, basic 28,610,793 26,252,505 Weighted-average common shares, diluted 29,410,793 27,052,505 Basic: $ 0.01 $ 0.01 Diluted: $ 0.01 $ 0.01 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: March 31, 2018 2017 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 1,248,777 660,000 Total 6,123,777 5,535,000 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 unaudited condensed 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 the material financial information related to the Company’s principal operating segments. (See Note 11 – Segment Reporting). 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. As of March 31, 2018 the Company canceled all of its outstanding treasury stock. 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. 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. 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 adopted ASU 2014-09 using the modified retrospective transition method in the first quarter of 2018 and such adoption did not have a material impact on the condensed consolidated 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 except for 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 adopted ASU 2016-15 in the first quarter of 2018 and such adoption did not have a material impact on the Company. 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. The Company adopted ASU 2017-01 in the first quarter of 2018 and such adoption did not have a material impact on the Company. 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 because 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. 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 | 3 Months Ended |
Mar. 31, 2018 | |
Liquidity Disclosures [Abstract] | |
LIQUIDITY | NOTE 3 – LIQUIDITY The Company incurred various non-recurring expenses in 2017 in connection with the planned development of its Healthcare Services Business. Management believes continued growth in 2018 will support improved liquidity. On March 1, 2018 the Company received $7.5 million in cash in exchange for issuing five million shares of common stock. 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, to execute the Company’s business development plan, which there can be no assurance we will achieve, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives and take additional measures to reduce costs to conserve its cash. |
LINES OF CREDIT
LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2018 | |
Line of Credit Facility [Abstract] | |
LINES OF CREDIT | NOTE 4 — 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 December 27, 2017, 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 Company’s shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Loan by the Lender. The obligations of the Company under the Loan Agreement, as amended, are guaranteed by certain affiliates of the Company, including a personal guarantee issued by the Company’s Chief Executive Officer. As of March 31, 2018, and December 31, 2017, 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 March 31, 2018. 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 March 31, 2018, 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 March 31, 2018, and December 31, 2017, the outstanding balance on the Loan was $440,024. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5— NOTES PAYABLE Notes payable as of March 31, 2018 and 2017 are comprised of the following: March 31. 2018 December 31. 2017 Note Payable, GE Arm $ 5,063 $ 12,536 Capital Leases- Equipment 193,740 77,162 198,803 89,698 Less current portion (49,515 ) (29,552 ) Long term portion $ 149,288 $ 60,146 Note payable — equipment financing 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 60 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. On January 29, 2018 the Company entered into a lease agreement to acquire equipment with 60 monthly payments of $1,925 payable through December 2018 with an effective interest rate of 10.2% 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 March 31, 2018 Amount Year ended December 31, 2018 $ 29,763 Year ended December 31, 2019 35,602 Year ended December 31, 2020 38,967 Year ended December 31, 2021 35,555 Year ended December 31, 2022 and beyond 58,916 Total $ 198,803 |
TEMPORARY EQUITY 2022 PUT OPTIO
TEMPORARY EQUITY 2022 PUT OPTION | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
TEMPORARY EQUITY 2022 PUT OPTION | NOTE 6 — TEMPORARY EQUITY 2022 PUT OPTION On February 6, 2018, the Company and Steward Health Care System LLC (“Steward”) entered into a Stock Purchase Agreement (the “Purchase Agreement”).Pursuant to the terms of the Purchase Agreement, Steward will acquire from the Company 5,000,000 shares of common stock of the Company for cash consideration of $7,500,000. As a result of the transaction, Steward owned 15.5% of all of the issued and outstanding shares of common stock of the Company. The Company has agreed that, upon demand from Steward after the six month anniversary of the Closing Date, the Company shall use its reasonable best efforts to prepare and file with the Securities and Exchange Commission, a registration statement and such other documents as may be necessary in the advice of counsel for the Company, and use its commercially reasonable efforts to have such registration statement declared effective in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the common shares. In addition, the Company has agreed that, on or after April 1, 2022, upon ninety (90) days prior written notice, Steward may sell fifty percent (50%) of the common stock to the Company one-time during each of the following two (2) calendar years thereafter at a price equal to the purchase price under the Purchase Agreement pro-rated for the number of shares being purchased. Notwithstanding the foregoing, the put option shall automatically terminate and be of no further force and effect in the event the market capitalization (as defined in the Purchase Agreement) of the Company is equal to or more than $100,000,000 at any time after the date of the Purchase Agreement. Due to the nature of the put agreement as described above, the Company has classified to temporary equity the net proceeds from the sale of the Company’s common stock. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 7 — CAPITAL STOCK Common stock During the three months ended March 31, 2018, the Company issued an aggregate of 9,571 shares of its common stock to a service provider at an aggregate fair value of $13,575. During the three months ended March 31, 2018 the Company returned to authorized and cancelled 189,020 previously acquired common stock treasury shares with a carrying value of $249,265. During the three months ended March 31, 2018, the Company cancelled a net of 5,000 shares of common stock previously issued to a service provider. |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 8 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Options The following table presents information related to stock options at March 31, 2018: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 5.75 — Transactions involving stock options issued are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2017: 3,000,000 1.35 Granted — — Exercised — — Expired — — Outstanding at March 31, 2018 3,000,000 $ 1.35 The aggregate intrinsic value of all outstanding options of $210,000 represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $1.42 as of March 31, 2018, which would have been received by the option holders had those option holders exercised their options as of that date. Restricted Stock Units (“RSU”) Transactions involving restricted stock units issued are summarized as follows: Restricted share units as of December 31, 2017 921,100 Granted 327,677 Forfeited — Unvested restricted shares as of March 31, 2018 1,248,777 In 2018, the Company granted 327,677 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 $167,000 is being recognized over the vesting periods. As of March 31, 2018, stock-based compensation related to restricted stock awards of $1,056,963 remains unamortized and is expected to be amortized over the weighted average remaining period of 3.46 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 March 31, 2018, the aggregate intrinsic value of all warrants was zero. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | NOTE 9 — 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 entity’s structure, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests is a matter that requires the exercise of professional judgment. The assets of The B.A.C.K. Center can only be used to settle obligations of the VIE, additionally, creditors of The B.A.C.K. Center do not have recourse against the general credit of the primary beneficiary. The tables below summarize the assets and liabilities associated with The B.A.C.K. Center as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Current assets: Cash $ 478,740 $ 238,402 Accounts receivable, net 4,129,865 3,526,789 Other current assets 725,957 765,236 Total current assets 5,334,562 4,530,427 Property and equipment, net 209,950 73,791 Other assets 22,005 22,005 Total assets $ 5,566,517 $ 4,626,223 Current liabilities: Accounts payable and accrued liabilities $ 854,018 $ 628,304 Due to First Choice Healthcare Solutions, Inc. 2,287,502 1,700,210 Other current liabilities 492,141 485,432 Total current liabilities 3,633,661 2,813,946 Long term debt 2,071,542 1,950,963 Total liabilities 5,705,203 4,764,909 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 5,566,517 $ 4,626,223 Total revenues from The B.A.C.K. Center were $3,974,593 for the three months ended March 31, 2018. Related expenses consisted primarily of salaries and benefits of $1,776,997, other operating expense of $938,794, general and administrative expenses of $618,337 depreciation of $10,190, interest and financing costs of $4,810; and other income of $38,553 for the three months ended March 31, 2018. (See Note 11 – Segment Reporting) Total revenues from The B.A.C.K. Center were $3,430,655 for the three months ended March 31, 2017. Related expenses consisted primarily of salaries and benefits of $1,718,717, operating expenses of $856,482, general and administrative expenses of $638,798, depreciation of $6,162, interest and financing costs of $3,904; and other income of $45,684 for the three months ended March 31, 2017. (See Note 11 – Segment Reporting) Crane Creek Surgery Center In 2015, the Company had determined that Crane Creek is a VIE . This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important. In determining whether the Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity’s structure, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests is a matter that requires the exercise of professional judgment. The assets of Crane Creek can only be used to settle obligations of the VIE, additionally, creditors of the Crane Creek do not have recourse against the general credit of the primary beneficiary. On January 31, 2018 effective January 1, 2018), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with HMA Blue Chip Investments, LLC (“Blue Chip”).Pursuant to the terms of the Purchase Agreement, the Company acquired from Blue Chip 24.05 Class B Units of membership interest in the Center for cash consideration of $400,000 (the “Transaction”), representing a 25% ownership interest in the Center. As a result of the Transaction, the Company held a 65% ownership interest in the Center. Termination and Assignment Agreement On January 31, 2018 (effective January 1. 2018), the Company entered into a Termination and Assignment Agreement (the “Termination Agreement”) with Crane Creek Surgical Partners, LLC (the “Center”) and BCS-Management, LLC (“BCS”). Pursuant to the terms of the Termination Agreement, the Center and BCS will terminate their respective rights and obligations under that certain Amended and Restated Management Services Agreement dated as of September 1, 2013 (the “Management Agreement”). Each of the Center and BCS has agreed to release the other and certain other persons from any and all claims arising out of or relating to the Management Agreement, except for claims arising out of the Termination Agreement and claims made by third parties against either party. In addition, pursuant to the terms of the Termination Agreement, BCS will assign, grant, convey and transfer to the Company all of BCS’s right, title and interest in and to the Management Agreement, including but not limited to the right to accept management fees as set forth in the Management Agreement, and the Company will assume all of BCS’s duties and obligations under the Management Agreement. Until March 31, 2018, BCS will provide the Center business office, financial, accounting and other related services necessary to assist the transition of the operation of the Center to the Company. As a result of the Purchase agreement described above, Crane Creek Surgical Partners, LLC became a majority-owned subsidiary of the Company effective January 1, 2018. The tables below summarize the assets and liabilities associated with the Crane Creek as of December 31, 2017 (as a VIE): December 31. 2017 Current assets: Cash $ 464,074 Accounts receivable, net 893,817 Other current assets 151,040 Total current assets 1,508,931 Property and equipment, net 396,136 Goodwill 899,465 Total assets $ 2,804,532 Current liabilities: Accounts payable and accrued liabilities $ 852,208 Capital leases, short term 12,001 Other current liabilities 251,588 Total current liabilities 1,115,797 Capital leases, long term 47,049 Deferred rent 559,239 Total liabilities 1,722,085 Equity-First Choice Healthcare Solutions, Inc. 432,979 Non-controlling interest 649,468 Total liabilities and deficit $ 2,804,532 Total revenues from Crane Creek were $1,190,425 for the three months ended March 31, 2017. Related expenses consisted primarily of salaries and benefits of $298,299, surgical supplies and operating expenses of $852,122, general and administrative expenses of $136,354, depreciation of $28,149, interest expense of $866 and miscellaneous income of $3,668 for the three months ended March 31, 2017. (See Note 11 – Segment Reporting) |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 10 — 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 three months ended March 31, 2018: Net income $ 587,292 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the three months ended March 31, 2017: Net income $ 170,872 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 three months ended March 31, 2018: Balance, December 31, 2017 $ (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, March 31, 2018 $ (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 three months ended March 31, 2018: Net income $ 15,858 Average Non-controlling interest percentage of profit/losses 35 % Net income/loss attributable to the non-controlling interest $ 5,550 Net income attributable to non-controlling interest for the three months ended March 31, 2017: Net loss $ (121,698 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (73,018 ) The following table summarizes the changes in non-controlling interest for the three months ended March 31, 2018 Balance, December 31, 2017 $ 649,468 Transfer (to) from the non-controlling interest as a result of change in ownership (270,611 ) Net income attributable to the non-controlling interest 5,550 Balance, March 31, 2018 $ 384,407 Effective January 1, 2018, the Company acquired a 25% interest in Crane Creek for a purchase price of $400,000. The excess payment of $129,389 over book value of $270,611 was adjusted to the Company’s additional paid in capital. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 11 — SEGMENT REPORTING The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has three reportable segments: 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 three months ended March 31, 2018: FCID Brevard Medical Orthopaedic CCSC Corporate Total Revenue: Net Patient Service Revenue $ 3,363,648 $ 3,634,091 $ 1,205,370 $ — $ — $ 8,203,110 Rental revenue — 340,502 430,144 (187,859 ) 582,787 Total Revenue 3,363,648 3,974,593 1,205,370 430,144 (187,859 ) 8,785,897 Operating expenses: Salaries & benefits 1,928,803 1,776,997 266,466 357,020 4,329,285 Other operating expenses 677,250 938,794 786,519 404,369 (174,145 ) 2,632,786 General and administrative 265,428 618,337 71,185 412,599 (13,714 ) 1,353,836 Depreciation and amortization 80,051 10,190 26,004 85,667 — 201,912 Total operating expenses 2,951,532 3,344,318 1,150,174 1,259,655 (187,859 ) 8,517,819 Net income (loss) from operations: 412,116 630,275 55,196 (829,511 ) — 268,078 Interest income (expense) (17,313 ) (4,810 ) (1,481 ) 93 — (23,512 ) Other income (expense) — 38,553 1,019 750 — 40,322 Net Income (Loss) before income taxes: 394,803 664,018 54,734 (828,668 ) — 284,888 Income taxes — — — — — — Net income (Loss) 394,803 664,018 54,734 (828,668 ) — 284,888 Non-controlling interest — — (5,550 ) — — (5,550 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 394,803 $ 664,018 $ 49,184 $ (828,668 ) $ — $ 279,338 Summary Statement of Operations for the three months ended March 31, 2017: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 2,860,986 $ 3,090,579 $ 1,190,425 $ — $ — $ 7,141,990 Rental revenue — 340,076 431,850 (193,563 ) 578,363 Total Revenue 2,860,986 3,430,655 1,190,425 431,850 (193,563 ) 7,720,353 Operating expenses: Salaries & benefits 1,460,235 1,718,717 298,299 239,124 — 3,716,375 Other operating expenses 591,151 856,482 852,122 408,861 (179,433 ) 2,529,183 General and administrative 160,310 638,798 136,354 252,502 (14,130 ) 1,173,834 Depreciation and amortization 69,741 6,162 28,149 85,436 — 189,488 Total operating expenses 2,281,437 3,220,159 1,314,924 985,923 (193,563 ) 7,608,880 Net income (loss) from operations: 579,549 210,496 (124,499 ) (554,073 ) — 111,473 Interest income (expense) (27,558 ) (3,904 ) (866 ) 254 — (32,074 ) Other income (expense) — 45,684 3,668 750 — 50,102 Net Income before income taxes: 551,991 252,276 (121,697 ) (553,069 ) — 129,501 Income taxes — — — — Net income 551,991 252,276 (121,697 ) (553,069 ) — 129,501 Non controlling interest — — 73,018 — — 73,018 Net income attributable to First Choice Healthcare Solutions $ 551,991 $ 252,276 $ (48,679 ) $ (553,069 ) $ — $ 202,519 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On April 23, 2018 the Company signed a four year operating lease for approximately $700,000 of equipment for the Company’s CCSC division. The lease requires 16 quarterly payments of $49,230. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 Company’s stock, and stock-based compensation. Actual results may differ from these estimates. |
Revenue recognition | Revenue recognition The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. 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 fee revenue | Patient fee revenue Patient fee revenue, net of contractual allowance and discounts, consists of net patient fees received from insurance companies, third party payors (including federal and state agencies), hospitals and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments and discounts. Patient fee revenue is recorded in the period in which 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 Company’s financial instruments that are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Three months ended March 31, 2018 2017 Medicare 36.0 % 35.5 % Commercial Payor 1 15.9 % 19.0 % Commercial Payor 2 — 11.0 % Receivable Concentration: March 31, March 31, 2018 2017 Medicare 24.6 % 22.9 % Commercial Payor 1 11.6 % 17.4 % Commercial Payor 2 11.9 % 11.7 % |
Accounts receivables | 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 an allowance for doubtful accounts, 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 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 accounts. 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 March 31, 2018, and December 31, 2017, the Company’s allowance for doubtful accounts was $7,563,566 and $7,285,004 respectively. |
Net (loss) income per share | Net (loss) income per share Basic net (loss) income per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Three Months ended March 31, 2018 2017 Numerator: Net income attributable to First Choice Healthcare Solutions, Inc. $ 279,338 $ 202,519 Denominator: Weighted-average common shares, basic 28,610,793 26,252,505 Weighted-average common shares, diluted 29,410,793 27,052,505 Basic: $ 0.01 $ 0.01 Diluted: $ 0.01 $ 0.01 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: March 31, 2018 2017 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 1,248,777 660,000 Total 6,123,777 5,535,000 |
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 unaudited condensed 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 the material financial information related to the Company’s principal operating segments. (See Note 11 – Segment Reporting). |
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. As of March 31, 2018 the Company canceled all of its outstanding treasury stock. |
Reclassification | 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. |
Litigations, Claims and Assessments | 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. |
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 adopted ASU 2014-09 using the modified retrospective transition method in the first quarter of 2018 and such adoption did not have a material impact on the condensed consolidated 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 except for 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 adopted ASU 2016-15 in the first quarter of 2018 and such adoption did not have a material impact on the Company. 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. The Company adopted ASU 2017-01 in the first quarter of 2018 and such adoption did not have a material impact on the Company. 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 because 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. |
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 POLICI20
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Significant Accounting Policies Tables | |
Concentrations of credit risk | Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Three months ended March 31, 2018 2017 Medicare 36.0 % 35.5 % Commercial Payor 1 15.9 % 19.0 % Commercial Payor 2 — 11.0 % Receivable Concentration: March 31, March 31, 2018 2017 Medicare 24.6 % 22.9 % Commercial Payor 1 11.6 % 17.4 % Commercial Payor 2 11.9 % 11.7 % |
Net (loss) 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: Three Months ended March 31, 2018 2017 Numerator: Net income attributable to First Choice Healthcare Solutions, Inc. $ 279,338 $ 202,519 Denominator: Weighted-average common shares, basic 28,610,793 26,252,505 Weighted-average common shares, diluted 29,410,793 27,052,505 Basic: $ 0.01 $ 0.01 Diluted: $ 0.01 $ 0.01 Potentially dilutive securities excluded from the basic and diluted net income per share are as follows: March 31, 2018 2017 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 1,248,777 660,000 Total 6,123,777 5,535,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable as of March 31, 2018 and 2017 are comprised of the following: March 31. 2018 December 31. 2017 Note Payable, GE Arm $ 5,063 $ 12,536 Capital Leases- Equipment 193,740 77,162 198,803 89,698 Less current portion (49,515 ) (29,552 ) Long term portion $ 149,288 $ 60,146 |
Schedule of aggregate principal maturities of long-term debt | Aggregate principal maturities of long-term debt as of March 31, 2018 Amount Year ended December 31, 2018 $ 29,763 Year ended December 31, 2019 35,602 Year ended December 31, 2020 38,967 Year ended December 31, 2021 35,555 Year ended December 31, 2022 and beyond 58,916 Total $ 198,803 |
STOCK OPTIONS, WARRANTS AND R22
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Options Outstanding And Related Exercise Prices | The following table presents information related to stock options at March 31, 2018: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 5.75 — |
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, 2017: 3,000,000 1.35 Granted — — Exercised — — Expired — — Outstanding at March 31, 2018 3,000,000 $ 1.35 |
Schedule of Share-based Compensation, Restricted Stock Units | Transactions involving restricted stock units issued are summarized as follows: Restricted share units as of December 31, 2017 921,100 Granted 327,677 Forfeited — Unvested restricted shares as of March 31, 2018 1,248,777 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Current assets: Cash $ 478,740 $ 238,402 Accounts receivable, net 4,129,865 3,526,789 Other current assets 725,957 765,236 Total current assets 5,334,562 4,530,427 Property and equipment, net 209,950 73,791 Other assets 22,005 22,005 Total assets $ 5,566,517 $ 4,626,223 Current liabilities: Accounts payable and accrued liabilities $ 854,018 $ 628,304 Due to First Choice Healthcare Solutions, Inc. 2,287,502 1,700,210 Other current liabilities 492,141 485,432 Total current liabilities 3,633,661 2,813,946 Long term debt 2,071,542 1,950,963 Total liabilities 5,705,203 4,764,909 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 5,566,517 $ 4,626,223 The tables below summarize the assets and liabilities associated with the Crane Creek as of December 31, 2017 (as a VIE): December 31. 2017 Current assets: Cash $ 464,074 Accounts receivable, net 893,817 Other current assets 151,040 Total current assets 1,508,931 Property and equipment, net 396,136 Goodwill 899,465 Total assets $ 2,804,532 Current liabilities: Accounts payable and accrued liabilities $ 852,208 Capital leases, short term 12,001 Other current liabilities 251,588 Total current liabilities 1,115,797 Capital leases, long term 47,049 Deferred rent 559,239 Total liabilities 1,722,085 Equity-First Choice Healthcare Solutions, Inc. 432,979 Non-controlling interest 649,468 Total liabilities and deficit $ 2,804,532 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Non-controlling Interest Tables | |
Schedule of Net loss attributable to non-controlling interest | Net loss attributable to non-controlling interest for the three months ended March 31, 2018: Net income $ 587,292 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the three months ended March 31, 2017: Net income $ 170,872 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 three months ended March 31, 2018: Balance, December 31, 2017 $ (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, March 31, 2018 $ (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 three months ended March 31, 2018: Net income $ 15,858 Average Non-controlling interest percentage of profit/losses 35 % Net income/loss attributable to the non-controlling interest $ 5,550 Net income attributable to non-controlling interest for the three months ended March 31, 2017: Net loss $ (121,698 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (73,018 ) The following table summarizes the changes in non-controlling interest for the three months ended March 31, 2018 Balance, December 31, 2017 $ 649,468 Transfer (to) from the non-controlling interest as a result of change in ownership (270,611 ) Net income attributable to the non-controlling interest 5,550 Balance, March 31, 2018 $ 384,407 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary Statement of Operations for the three months ended March 31, 2018: FCID Brevard Medical Orthopaedic CCSC Corporate Total Revenue: Net Patient Service Revenue $ 3,363,648 $ 3,634,091 $ 1,205,370 $ — $ — $ 8,203,110 Rental revenue — 340,502 430,144 (187,859 ) 582,787 Total Revenue 3,363,648 3,974,593 1,205,370 430,144 (187,859 ) 8,785,897 Operating expenses: Salaries & benefits 1,928,803 1,776,997 266,466 357,020 4,329,285 Other operating expenses 677,250 938,794 786,519 404,369 (174,145 ) 2,632,786 General and administrative 265,428 618,337 71,185 412,599 (13,714 ) 1,353,836 Depreciation and amortization 80,051 10,190 26,004 85,667 — 201,912 Total operating expenses 2,951,532 3,344,318 1,150,174 1,259,655 (187,859 ) 8,517,819 Net income (loss) from operations: 412,116 630,275 55,196 (829,511 ) — 268,078 Interest income (expense) (17,313 ) (4,810 ) (1,481 ) 93 — (23,512 ) Other income (expense) — 38,553 1,019 750 — 40,322 Net Income (Loss) before income taxes: 394,803 664,018 54,734 (828,668 ) — 284,888 Income taxes — — — — — — Net income (Loss) 394,803 664,018 54,734 (828,668 ) — 284,888 Non-controlling interest — — (5,550 ) — — (5,550 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 394,803 $ 664,018 $ 49,184 $ (828,668 ) $ — $ 279,338 Summary Statement of Operations for the three months ended March 31, 2017: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 2,860,986 $ 3,090,579 $ 1,190,425 $ — $ — $ 7,141,990 Rental revenue — 340,076 431,850 (193,563 ) 578,363 Total Revenue 2,860,986 3,430,655 1,190,425 431,850 (193,563 ) 7,720,353 Operating expenses: Salaries & benefits 1,460,235 1,718,717 298,299 239,124 — 3,716,375 Other operating expenses 591,151 856,482 852,122 408,861 (179,433 ) 2,529,183 General and administrative 160,310 638,798 136,354 252,502 (14,130 ) 1,173,834 Depreciation and amortization 69,741 6,162 28,149 85,436 — 189,488 Total operating expenses 2,281,437 3,220,159 1,314,924 985,923 (193,563 ) 7,608,880 Net income (loss) from operations: 579,549 210,496 (124,499 ) (554,073 ) — 111,473 Interest income (expense) (27,558 ) (3,904 ) (866 ) 254 — (32,074 ) Other income (expense) — 45,684 3,668 750 — 50,102 Net Income before income taxes: 551,991 252,276 (121,697 ) (553,069 ) — 129,501 Income taxes — — — — Net income 551,991 252,276 (121,697 ) (553,069 ) — 129,501 Non controlling interest — — 73,018 — — 73,018 Net income attributable to First Choice Healthcare Solutions $ 551,991 $ 252,276 $ (48,679 ) $ (553,069 ) $ — $ 202,519 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Sales Revenue, Net [Member] | Medicare | ||
Concentration of Risk Percentage | 36.00% | 35.50% |
Sales Revenue, Net [Member] | Commercial Payor 1 | ||
Concentration of Risk Percentage | 15.90% | 19.00% |
Sales Revenue, Net [Member] | Commercial Payor 2 | ||
Concentration of Risk Percentage | 11.00% | |
Accounts Receivable [Member] | Medicare | ||
Concentration of Risk Percentage | 24.60% | 22.90% |
Accounts Receivable [Member] | Commercial Payor 1 | ||
Concentration of Risk Percentage | 11.60% | 17.40% |
Accounts Receivable [Member] | Commercial Payor 2 | ||
Concentration of Risk Percentage | 11.90% | 11.70% |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net income attributable to First Choice Healthcare Solutions, Inc. | $ 279,338 | $ 202,519 |
Denominator: | ||
Weighted-average common shares, basic | 28,610,793 | 26,252,505 |
Weighted-average common shares, diluted | 29,410,793 | 27,052,505 |
Basic: | $ 0.01 | $ 0.01 |
Diluted: | $ 0.01 | $ 0.01 |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 6,123,777 | 5,535,000 |
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 | 1,248,777 | 660,000 |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Increase in allowance for doubtful accounts | $ 3,200,000 | |
Allowance for Doubtful Accounts Receivable | $ 7,285,004 | $ 7,563,566 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) | Mar. 01, 2018USD ($)shares |
Liquidity Disclosures [Abstract] | |
Debt Conversion, Converted Instrument, Amount | $ | $ 7,500,000 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,000,000 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Line Of Credit Facility, Amount Outstanding | $ 1,400,000 | |
Line of Credit Facility, Average Outstanding Amount | $ 440,024 | |
Line of Credit, Florida Business Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Term | 90 days | |
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. | |
Line Of Credit Guaranteed Amount | $ 995,000 | |
Line of Credit Facility, Average Outstanding Amount | $ 440,024 | |
Accounts Receivable [Member] | Line of Credit, Florida Business Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Interest Rate During Period | 1.00% | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,383,000 | |
Line of Credit Facility, Interest Rate Description | Interest rate of Prime floating plus 1.0%, as published in The Wall Street Journal | |
CT Capital LTD [Member] | ||
Line of Credit Facility [Line Items] | ||
Short-term Debt, Maximum Amount Outstanding During Period | $ 2,500,000 | |
Debt Instrument, Convertible, Terms of Conversion Feature | 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. | |
Debt Instrument, Interest Rate During Period | 6.00% | |
Debt Instrument, Interest Rate, Effective Percentage | 9.99% | |
Line Of Credit Facility, Amount Outstanding | $ 1,100,000 | $ 600,000 |
Matures date | Jun. 30, 2018 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 198,803 | $ 89,698 |
Less: current portion | (49,515) | (29,552) |
Notes payable, long term portion | 149,288 | 60,146 |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 5,063 | 12,536 |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 193,740 | $ 77,162 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Mar. 31, 2018USD ($) |
Aggregate maturities of long-term debt: | |
Year ended December 31, 2018 | $ 29,763 |
Year ended December 31, 2019 | 35,602 |
Year ended December 31, 2020 | 38,967 |
Year ended December 31, 2021 | 35,555 |
Year ended December 31, 2022 and beyond | 58,916 |
Total | $ 198,803 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 11, 2017 | Jan. 29, 2018 | Jun. 30, 2017 | Feb. 25, 2018 | Feb. 25, 2013 |
Equipment Capital Lease [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 14.561% | 10.20% | 5.00% | ||
Debt Instrument, Periodic Payment | $ 611 | $ 1,925 | $ 1,223 | ||
Debt Instrument, Maturity Date | Jan. 6, 2021 | Dec. 31, 2018 | Jun. 30, 2021 | ||
Capital Lease Equipment, Lease Term | 48 months | 60 months | 60 months | ||
C-Arm Equipment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 7.39% | ||||
Capital Lease Obligations | $ 124,797 | ||||
Capital Lease Obligations Due In First 3 Months | 0 | ||||
Capital Lease Obligations Due For Remaining Months | $ 2,388 | ||||
Debt Instrument, Term | 60 months |
TEMPORARY EQUITY 2022 PUT OPT35
TEMPORARY EQUITY 2022 PUT OPTION (Details Narrattive) | Feb. 06, 2018USD ($)shares |
Notes to Financial Statements | |
Common stock issued for cash consideration, Shares | shares | 5,000,000 |
Common stock issued for cash consideration, Amount | $ | $ 7,500,000 |
Transaction Percentage | 15.50% |
Temporary equity Description | In addition, , the Company has agreed that, on or after April 1, 2022, upon ninety (90) days prior written notice, Steward may sell fifty percent (50%) of the common stock to the Company one-time during each of the following two (2) calendar years thereafter at a price equal to the purchase price under the Purchase Agreement pro-rated for the number of shares being purchased. Notwithstanding the foregoing, the put option shall automatically terminate and be of no further force and effect in the event the market capitalization (as defined in the Purchase Agreement) of the Company is equal to or more than $100,000,000 at any time after the date of the Purchase Agreement. |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Capital Stock Details Narrative | |
Common Stock, Shares, Issued for Services | 9,571 |
Common Stock, Shares, Issued for Services Amount | $ | $ 13,575 |
Common stock previously authorized and returned to treasury, Amount | $ | $ 249,265 |
Common stock previously uthorized and returned to treasury, Shares | 189,020 |
Common stock canceled shares | 5,000 |
STOCK OPTIONS, WARRANTS AND R37
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Exercise Price | $ 1.35 | |
Number of options outstanding | 3,000,000 | 3,000,000 |
Weighted Average Remaining Life in Years | 5 years 9 months | |
Exercisable number of options |
STOCK OPTIONS, WARRANTS AND R38
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 1) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Outstanding | shares | 3,000,000 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Expired | shares | |
Number of Shares, Outstanding | shares | 3,000,000 |
Weighted Average Price Per Share, Outstanding | $ / shares | $ 1.35 |
Weighted Average Price Per Share, Granted | $ / shares | |
Weighted Average Price Per Share, Exercised | $ / shares | |
Weighted Average Price Per Share, Expired | $ / shares | |
Weighted Average Price Per Share, Outstanding | $ / shares | $ 1.35 |
STOCK OPTIONS, WARRANTS AND R39
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 2) | 3 Months Ended |
Mar. 31, 2018shares | |
Number of Shares, Granted | |
Restricted Stock Units (RSUs) [Member] | |
Number of restricted share units , Outstanding | 921,100 |
Number of Shares, Granted | 327,677 |
Number of Shares, Forfeited | |
Unvested restricted shares at end | 1,248,777 |
STOCK OPTIONS, WARRANTS AND R40
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2011 | |
Aggregate intrinsic value of outstanding options | $ 210,000 | |
Stock Price | $ 1.42 | |
Number of Shares, Granted | ||
Number of warrants isued | 1,875,000 | |
Warrant expire term | Dec. 23, 2018 | |
Aggregate intrinsic value of warrants | $ 0 | |
Fair value restricted stock vesting | 167,000 | |
Stock based compensation related to restricted stock | $ 1,056,963 | |
Weighted average remaining period | 3 years 5 months 16 days | |
Restricted Stock Units (RSUs) [Member] | ||
Number of Shares, Granted | 327,677 | |
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||
Vesting Period | 4 years | |
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||
Vesting Period | 5 years |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash | $ 8,474,437 | $ 2,015,534 | $ 3,901,489 | $ 4,593,638 |
Accounts receivable, net | 9,908,563 | 8,699,714 | ||
Total current assets | 20,281,772 | 12,547,288 | ||
Property and equipment, net | 2,519,638 | 2,295,163 | ||
Other assets | 3,824,483 | 3,908,781 | ||
Total assets | 26,625,893 | 18,751,232 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,545,295 | 2,379,404 | ||
Total current liabilities | 3,642,426 | 3,474,245 | ||
Deferred rent | 2,641,579 | 2,589,568 | ||
Total liabilities | 7,575,223 | 7,265,889 | ||
Equity-First Choice Healthcare Solutions, Inc | 32,172 | 27,357 | ||
Non-controlling interest | 245,721 | 510,782 | ||
Total liabilities and deficit | 26,625,893 | 18,751,232 | ||
B.A.C.K. Center [Member] | ||||
Current assets: | ||||
Cash | 478,740 | 238,402 | ||
Accounts receivable, net | 4,129,865 | 3,526,789 | ||
Other current assets | 725,957 | 765,236 | ||
Total current assets | 5,334,562 | 4,530,427 | ||
Property and equipment, net | 209,950 | 73,791 | ||
Other assets | 22,005 | 22,005 | ||
Total assets | 5,566,517 | 4,626,223 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 854,018 | 628,304 | ||
Due to First Choice Healthcare Solutions, Inc. | 2,287,502 | 1,700,210 | ||
Other current liabilities | 492,141 | 485,432 | ||
Total current liabilities | 3,633,661 | 2,813,946 | ||
Long term debt | 2,071,542 | 1,950,963 | ||
Total liabilities | 5,705,203 | 4,764,909 | ||
Non-controlling interest | (138,686) | (138,686) | ||
Total liabilities and deficit | $ 5,566,517 | 4,626,223 | ||
Crane Creek Surgery Center [Member] | ||||
Current assets: | ||||
Cash | 464,074 | |||
Accounts receivable, net | 893,817 | |||
Other current assets | 151,040 | |||
Total current assets | 1,508,931 | |||
Property and equipment, net | 396,136 | |||
Goodwill | 899,465 | |||
Total assets | 2,804,532 | |||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 852,208 | |||
Capital leases, short term | 12,001 | |||
Other current liabilities | 251,588 | |||
Total current liabilities | 1,115,797 | |||
Capital leases, long term | 47,049 | |||
Deferred rent | 559,239 | |||
Total liabilities | 1,722,085 | |||
Equity-First Choice Healthcare Solutions, Inc | 432,979 | |||
Non-controlling interest | 649,468 | |||
Total liabilities and deficit | $ 2,804,532 |
VARIABLE INTEREST ENTITY (Det42
VARIABLE INTEREST ENTITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Total revenues | $ 8,785,897 | $ 7,720,353 | |
Salaries and benefits | 4,329,285 | 3,716,375 | |
Other operating expenses | 2,632,786 | 2,529,183 | |
Operating expenses | 8,517,819 | 7,608,880 | |
General and administrative expenses | 1,353,836 | 1,173,834 | |
Interest and financing costs | (23,512) | (32,074) | |
Other income (expense) | 40,322 | 50,102 | |
B.A.C.K. Center [Member] | |||
Total revenues | 3,974,593 | 3,430,655 | |
Salaries and benefits | 1,776,997 | 1,718,717 | |
Other operating expenses | 938,794 | ||
Operating expenses | 856,482 | ||
General and administrative expenses | 618,337 | 638,798 | |
Depreciation | 10,190 | 6,162 | |
Interest and financing costs | 38,553 | 3,904 | |
Other income (expense) | 37,731 | $ 45,684 | |
Crane Creek Surgery Center [Member] | |||
Total revenues | 1,190,425 | ||
Salaries and benefits | 298,299 | ||
Operating expenses | 852,122 | ||
General and administrative expenses | 136,354 | ||
Depreciation | 28,149 | ||
Interest expense | 866 | ||
Miscellaneous income | $ 3,668 | ||
Voting Rights, Description | Pursuant to the terms of the Purchase Agreement, the Company acquired from Blue Chip 24.05 Class B Units of membership interest in the Center for cash consideration of $400,000 (the “Transaction”), representing a 25% ownership interest in the Center. As a result of the Transaction, the Company held a 65% ownership interest in the Center. |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net income loss attributable to the non-controlling interest | $ (5,550) | $ 73,018 |
B.A.C.K. Center [Member] | ||
Net income | $ 587,292 | $ 170,872 |
Average Non-controlling interest percentage of profit/losses | 0.00% | 0.00% |
Net income loss attributable to the non-controlling interest | $ 0 | |
CCSC HoldingsInc [Member] | ||
Net income | $ 15,858 | $ (121,698) |
Average Non-controlling interest percentage of profit/losses | 35.00% | 60.00% |
Net income loss attributable to the non-controlling interest | $ 5,550 | $ (73,018) |
NON-CONTROLLING INTEREST (Det44
NON-CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Balance at beginning | $ 510,782 | |
Net income loss attributable to the non-controlling interest | (5,550) | $ 73,018 |
Balance at end | 245,721 | |
B.A.C.K. Center [Member] | ||
Balance at beginning | (138,686) | |
Transfer (to) from the non-controlling interest as a result of change in ownership | ||
Net income loss attributable to the non-controlling interest | 0 | |
Balance at end | (138,686) | |
CCSC HoldingsInc [Member] | ||
Balance at beginning | 649,468 | |
Transfer (to) from the non-controlling interest as a result of change in ownership | (270,611) | |
Net income loss attributable to the non-controlling interest | 5,550 | $ (73,018) |
Balance at end | $ 384,407 |
NON-CONTROLLING INTEREST (Det45
NON-CONTROLLING INTEREST (Details Narrative) - Crane Creek Surgery Center [Member] | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Bearing interest rate | 25.00% |
Stock Purchase Price | $ 400,000 |
Non-controlling interest, Description | The excess payment of $129,389 over book value of $270,611 was adjusted to the Company’s additional paid in capital. |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Net patient service revenue | $ 8,203,110 | $ 7,141,990 |
Rental revenue | 582,787 | 578,363 |
Total revenue | 8,785,897 | 7,720,353 |
Operating expenses: | ||
Salaries & benefits | 4,329,285 | 3,716,375 |
Other operating expenses | 2,632,786 | 2,529,183 |
General and administrative | 1,353,836 | 1,173,834 |
Depreciation and amortization | 201,912 | 189,488 |
Total operating expenses | 8,517,819 | 7,608,880 |
Net income (loss) from operations: | 268,078 | 111,473 |
Interest income (expense) | (23,512) | (32,074) |
Other income (expense) | 40,322 | 50,102 |
Net Income (loss) before income taxes: | 284,888 | 129,501 |
Income taxes | ||
Net income (loss) | 284,888 | 129,501 |
Non-controlling interest | (5,550) | 73,018 |
Net income (loss) attributable to First Choice Healthcare Solutions | 279,338 | 202,519 |
FCID Medical [Member] | ||
Revenue: | ||
Net patient service revenue | 3,363,648 | 2,860,986 |
Rental revenue | ||
Total revenue | 3,363,648 | 2,860,986 |
Operating expenses: | ||
Salaries & benefits | 1,928,803 | 1,460,235 |
Other operating expenses | 677,250 | 591,151 |
General and administrative | 265,428 | 160,310 |
Depreciation and amortization | 80,051 | 69,741 |
Total operating expenses | 2,951,532 | 2,281,437 |
Net income (loss) from operations: | 412,116 | 579,549 |
Interest income (expense) | (17,313) | (27,558) |
Other income (expense) | ||
Net Income (loss) before income taxes: | 394,803 | 551,991 |
Income taxes | ||
Net income (loss) | 394,803 | 551,991 |
Non-controlling interest | ||
Net income (loss) attributable to First Choice Healthcare Solutions | 394,803 | 551,991 |
Brevard Orthopaedic [Member] | ||
Revenue: | ||
Net patient service revenue | 3,634,091 | 3,090,579 |
Rental revenue | 340,502 | 340,076 |
Total revenue | 3,974,593 | 3,430,655 |
Operating expenses: | ||
Salaries & benefits | 1,776,997 | 1,718,717 |
Other operating expenses | 938,794 | 856,482 |
General and administrative | 618,337 | 638,798 |
Depreciation and amortization | 10,190 | 6,162 |
Total operating expenses | 3,344,318 | 3,220,159 |
Net income (loss) from operations: | 630,275 | 210,496 |
Interest income (expense) | (4,810) | (3,904) |
Other income (expense) | 38,553 | 45,684 |
Net Income (loss) before income taxes: | 664,018 | 252,276 |
Income taxes | ||
Net income (loss) | 664,018 | 252,276 |
Non-controlling interest | ||
Net income (loss) attributable to First Choice Healthcare Solutions | 664,018 | 252,276 |
CCSC [Member] | ||
Revenue: | ||
Net patient service revenue | 1,205,370 | |
Total revenue | 1,205,370 | |
Operating expenses: | ||
Salaries & benefits | 266,466 | |
Other operating expenses | 786,519 | |
General and administrative | 71,185 | |
Depreciation and amortization | 26,004 | |
Total operating expenses | 1,150,174 | |
Net income (loss) from operations: | 55,196 | |
Interest income (expense) | (1,481) | |
Other income (expense) | 1,019 | |
Net Income (loss) before income taxes: | 54,734 | |
Income taxes | ||
Net income (loss) | 54,734 | |
Non-controlling interest | (5,550) | |
Net income (loss) attributable to First Choice Healthcare Solutions | 49,184 | |
Corporate [Member] | ||
Revenue: | ||
Net patient service revenue | ||
Rental revenue | 430,144 | 431,850 |
Total revenue | 430,144 | 431,850 |
Operating expenses: | ||
Salaries & benefits | 357,020 | 239,124 |
Other operating expenses | 404,369 | 408,861 |
General and administrative | 412,599 | 252,502 |
Depreciation and amortization | 85,667 | 85,436 |
Total operating expenses | 1,259,655 | 985,923 |
Net income (loss) from operations: | (829,511) | (554,073) |
Interest income (expense) | 93 | 254 |
Other income (expense) | 750 | 750 |
Net Income (loss) before income taxes: | (828,668) | (553,069) |
Income taxes | ||
Net income (loss) | (828,668) | (553,069) |
Non-controlling interest | ||
Net income (loss) attributable to First Choice Healthcare Solutions | (828,668) | (553,069) |
Intercompany Elimination [Member] | ||
Revenue: | ||
Net patient service revenue | ||
Rental revenue | (187,859) | (193,563) |
Total revenue | (187,859) | (193,563) |
Operating expenses: | ||
Salaries & benefits | ||
Other operating expenses | (174,145) | (179,433) |
General and administrative | (13,714) | (14,130) |
Depreciation and amortization | ||
Total operating expenses | (187,859) | (193,563) |
Net income (loss) from operations: | ||
Interest income (expense) | ||
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 | ||
The Crane Center [Member] | ||
Revenue: | ||
Net patient service revenue | 1,190,425 | |
Total revenue | 1,190,425 | |
Operating expenses: | ||
Salaries & benefits | 298,299 | |
Other operating expenses | 852,122 | |
General and administrative | 136,354 | |
Depreciation and amortization | 28,149 | |
Total operating expenses | 1,314,924 | |
Net income (loss) from operations: | (124,499) | |
Interest income (expense) | (866) | |
Other income (expense) | 3,668 | |
Net Income (loss) before income taxes: | (121,697) | |
Net income (loss) | (121,697) | |
Non-controlling interest | 73,018 | |
Net income (loss) attributable to First Choice Healthcare Solutions | $ (48,679) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Apr. 23, 2018USD ($) | |
Debt Instrument, Periodic Payment | $ 49,230 |
Capital Lease Obligations | $ 700,000 |