Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 06, 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 | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 32,685,989 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Smaller Reporting Company | true | |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash (amounts related to VIE of $523,388 and $702,476) | $ 7,677,797 | $ 2,015,534 |
Accounts receivable, net (amounts related to VIE of $4,537,938 and $4,420,605) | 11,231,760 | 8,699,714 |
Employee loans (amounts related to VIE of $856,828 and $652,125) | 1,718,201 | 1,316,684 |
Prepaid and other current assets (amounts related to VIE of $94,477 and $425,725) | 789,690 | 515,356 |
Total current assets | 21,417,448 | 12,547,288 |
Property, plant and equipment, net (amounts related to VIE of $221,853 and $264,150) | 2,626,119 | 2,295,163 |
Total other assets (amounts related to VIE of $22,005 and $921,470) | 3,757,591 | 3,908,781 |
Total assets | 27,801,158 | 18,751,232 |
Current liabilities | ||
Accounts payable and accrued expenses (amounts related to VIE of $943,361 and $1,479,075) | 2,727,424 | 2,379,404 |
Accounts payable, related party (amount related to VIE of $0 and $251,588) | 251,588 | 251,588 |
Income taxes payable | 254,791 | 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) | 89,458 | 29,552 |
Unearned revenue | 28,232 | 44,607 |
Deferred rent, short term portion (amount related to VIE of $0 and $45,203) | 60,708 | 105,171 |
Total current liabilities | 3,852,225 | 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 and capital leases, long term portion (amount related to VIE of $83,248 and $0) | 293,968 | 60,146 |
Deferred rent, long term portion (amount related to VIE of $2,016,521 and $2,510,406) | 2,695,812 | 2,589,568 |
Total long term liabilities | 4,131,710 | 3,791,644 |
Total liabilities | 7,983,935 | 7,265,889 |
Redeemable Common Stock-2022 Put Option (Note 6) | 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, 32,602,489 and 27,356,838 shares issued; 32,602,489 and 27,167,818 shares outstanding as of September 30, 2018 and December 31, 2017, respectively | 32,602 | 27,357 |
Additional paid in capital | 25,430,364 | 25,185,487 |
Treasury stock, 0 and 189,020 common shares, at cost, respectively | (249,265) | |
Accumulated deficit | (13,541,717) | (13,989,018) |
Total stockholders' equity attributable to First Choice Healthcare Solutions, Inc. | 11,921,249 | 10,974,561 |
Non-controlling interest (note 10) | 395,974 | 510,782 |
Total equity | 12,317,223 | 11,485,343 |
Total liabilities and equity | $ 27,801,158 | $ 18,751,232 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid and other current assets | $ 789,690 | $ 515,356 |
Other assets | 3,757,591 | 3,908,781 |
Accounts payable and accrued expenses | 2,727,424 | 2,379,404 |
Accounts payable, related party | 251,588 | 251,588 |
Line of credit, short term | 440,024 | 440,024 |
Notes payable and capital leases, current portion | 89,458 | 29,552 |
Deferred rent, short term portion | 60,708 | 105,171 |
Notes payable, long term portion | 293,968 | 60,146 |
Deferred rent, long term portion | $ 2,695,812 | $ 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 | 32,602,489 | 27,356,838 |
Common stock, shares outstanding | 32,602,489 | 27,167,818 |
Treasury stock | 0 | 189,020 |
VIE [Member] | ||
Cash Related to VIE | $ 523,388 | $ 702,476 |
Accounts receivable | 4,537,938 | 4,420,605 |
Employee loans | 856,828 | 652,125 |
Prepaid and other current assets | 94,477 | 425,725 |
Property, plant and equipment, net of accumulated depreciation | 221,853 | 264,150 |
Other assets | 22,005 | 921,470 |
Accounts payable and accrued expenses | 943,361 | 1,479,075 |
Accounts payable, related party | 0 | 251,588 |
Line of credit, short term | 440,024 | |
Notes payable and capital leases, current portion | 24,974 | 0 |
Deferred rent, short term portion | 0 | 45,203 |
Notes payable, long term portion | 83,248 | 0 |
Deferred rent, long term portion | $ 2,016,521 | $ 2,510,406 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Patient service revenue | $ 7,333,547 | $ 22,610,804 | ||
Allowance for bad debts | (206,502) | (710,852) | ||
Net patient service revenue | $ 9,115,267 | 7,127,045 | $ 26,143,832 | 21,899,952 |
Rental revenue | 588,306 | 561,448 | 1,767,990 | 1,723,585 |
Total revenue | 9,703,573 | 7,688,493 | 27,911,822 | 23,623,537 |
Operating expenses: | ||||
Salaries and benefits | 5,440,822 | 4,087,880 | 14,506,047 | 11,808,414 |
Other operating expenses | 2,749,769 | 2,595,447 | 8,085,419 | 7,756,453 |
General and administrative | 1,506,916 | 1,374,798 | 4,185,701 | 4,154,743 |
Depreciation and amortization | 225,495 | 361,680 | 626,315 | 744,592 |
Total operating expenses | 9,923,002 | 8,419,805 | 27,403,482 | 24,464,202 |
Net income (loss) from operations | (219,429) | (731,312) | 508,340 | (840,665) |
Other income (expense): | ||||
Gain on sale of equipment | 17,400 | |||
Miscellaneous income (expense) | 42,785 | 41,153 | 124,991 | 144,951 |
Interest income (expense), net | 13,105 | (27,625) | (47,626) | (89,806) |
Total other income | 55,890 | 13,528 | 94,765 | 55,145 |
Net (loss) income before provision for income taxes | (163,539) | (717,784) | 603,105 | (785,520) |
Income taxes (benefit) | ||||
Net income (loss) | (163,539) | (717,784) | 603,105 | (785,520) |
Non-controlling interest | (100,048) | 277,386 | (155,804) | 416,066 |
NET INCOME (LOSS) ATTRIBUTABLE TO FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | $ (263,587) | $ (440,398) | $ 447,301 | $ (369,454) |
Net income (loss) per common share, basic | $ (0.01) | $ (0.02) | $ 0.01 | $ (0.01) |
Net income (loss) per common share, diluted | $ (0.01) | $ (0.02) | $ 0.01 | $ (0.01) |
Weighted average number of common shares outstanding, basic | 32,490,673 | 26,765,021 | 31,174,347 | 26,622,335 |
Weighted average number of common shares outstanding, diluted | 33,490,673 | 26,765,021 | 31,974,347 | 26,622,335 |
Shareholders Equity (Unaudited)
Shareholders Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Non-controlling 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 and canceled, Amount | $ (72) | (67,929) | (68,001) | |||
Common stock previously issued and canceled, Shares | (71,667) | |||||
Common stock issued for services rendered, Amount | $ 156 | 195,219 | $ 195,375 | |||
Common stock issued for services rendered, Shares | 156,338 | 156,338 | ||||
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 | 7,495,000 | $ 7,500,000 | |||
Sale of common sock,Shares | 5,000,000 | |||||
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 | $ 350 | 501,052 | $ 501,402 | |||
Stock based compensation,Shares | 350,000 | 350,000 | ||||
Net income | 447,301 | 155,803 | $ 603,104 | |||
Ending Balance, Amount at Sep. 30, 2018 | $ 32,602 | $ 25,430,364 | $ (13,541,717) | $ 395,974 | $ 12,317,223 | |
Ending Balance, Shares at Sep. 30, 2018 | 32,602,489 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ 603,105 | $ (785,520) |
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 626,315 | 744,592 |
Allowance for bad debts | 710,852 | |
Stock based compensation | 628,776 | 473,782 |
Gain on sale of equipment | (17,400) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,532,046) | (2,293,779) |
Prepaid expenses and other current assets | (274,334) | (223,672) |
Employee loans | (401,517) | (308,790) |
Other Assets | (113,980) | |
Accounts payable and accrued expenses | 348,020 | 416,165 |
Income taxes payable | 24,754 | |
Deferred rent | 61,781 | 130,169 |
Unearned income | (16,375) | 17,702 |
Net cash used in operating activities | (1,062,901) | (1,118,499) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of equipment | 17,400 | |
Purchase of interest in Crane Creek Surgical Center | (400,000) | |
Purchase of equipment | (685,964) | (281,618) |
Net cash (used in) provided by investing activities | (1,068,564) | (281,618) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 7,500,000 | |
Proceeds from settlement, due to non-controlling interest | 6,521,655 | |
Proceeds from notes payable | 338,245 | 86,713 |
Proceeds from line of credit | 500 | |
Purchase of treasury stock | (187,121) | |
Payments on notes payable | (44,517) | (397,595) |
Net cash used in financing activities | 7,793,728 | 6,024,152 |
Net increase in cash | 5,662,263 | 4,624,035 |
Cash, beginning of period | 2,015,534 | 4,593,638 |
Cash, end of period | 7,677,797 | 9,217,673 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 95,211 | 90,386 |
Cash paid during the period for taxes |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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, Physical Therapy and related diagnostic and ancillary services in key expansion markets throughout the U.S. 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 The B.A.C.K. Center which has been determined to be a variable interest entity (VIE). 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 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 September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017. The results of operations for the three and nine months ended September 30, 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 (“SEC”) on Form 10-K on April 2, 2018. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Significant Accounting Policies | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with 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 On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as Topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. Patient service revenue Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. 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 Medical 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 in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Three months ended September 30, 2018 2017 Medicare 31.2 % 33.8 % Commercial Payor 1 17.4 % 18.0 % Commercial Payor 2 — 10.7 % Nine Months ended September 30, 2018 2017 Medicare 32.7 % 35.7 % Commercial Payor 1 16.6 % 18.4 % Commercial Payor 2 — 11.6 % Receivable Concentration: September 30, September 30, 2018 2017 Medicare 24.4 % 20.6 % Commercial Payor 1 — 15.3 % Commercial Payor 2 13.1 % 13.8 % Accounts receivable 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 due for services provided to patients who have third-party coverage, such as an insurance company or government sponsored healthcare programs or directly from patients. We continually monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collections issues that we have identified and our historical experience. Rental Receivables: Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for bad debts. Net (loss) income per share Basic net (loss) income per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Numerator: Net (loss) income attributable to First Choice Healthcare Solutions, Inc. $ (263,586 ) $ (440,398 ) $ 447,301 $ (369,454 ) Denominator: Weighted-average common shares, basic 32,490,673 26,765,021 31,174,347 26,622,335 Weighted-average common shares, diluted 33,490,673 26,765,021 31,974,347 26,622,335 Basic: $ (0.01 ) $ (0.02 ) $ 0.01 $ (0.01 ) Diluted: $ (0.01 ) $ (0.02 ) $ 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 (loss) per share are as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Convertible line of credit 800,000 800,000 — 800,000 Warrants to purchase common stock 1,875,000 1,875,000 1,875,000 1,875,000 Options to purchase common stock 3,000,000 3,000,000 3,000,000 3,000,000 Restricted stock awards 1,201,910 510,000 1,201,910 510,000 6,876,910 6,185,000 6,076,910 6,185,000 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 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 September 30, 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 net income or losses. Litigation 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 negligence of our physicians. Currently, we have no pending litigation that is deemed to be material to the condensed consolidated financial statements. Recent accounting pronouncements In May 2014, 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, 2017 and 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 the Company’s condensed 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 condensed consolidated unaudited financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value 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. In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718); Improvements to Non-employer Share-Based Payment Accounting. The amendment aligns the accounting for share based payments issued to employees and non-employees. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those periods. The Company is currently reviewing the impact of the adoption of ASU 2018-07 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 | 9 Months Ended |
Sep. 30, 2018 | |
Liquidity Disclosures [Abstract] | |
LIQUIDITY | NOTE 3 – LIQUIDITY The Company believes that the current cash balance and line of credit with CT Capital, LTD (See Note 4), 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 | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 September 30, 2018, The B.A.C.K. Center was not in compliance with certain loan covenants. The obligations of The B.A.C.K Center under the Loan Agreement are guaranteed by the shareholders of The B.A.C.K. Center. The Loan Agreement is also guaranteed in the amount of $950,000 by related parties of The B.A.C.K. Center. As of September 30, 2018, and December 31, 2017, the outstanding balance on the Loan was $440,024. |
NOTES PAYABLE AND CAPITAL LEASE
NOTES PAYABLE AND CAPITAL LEASES | 9 Months Ended |
Sep. 30, 2018 | |
Notes Payable And Capital Leases | |
NOTES PAYABLE AND CAPITAL LEASES | NOTE 5— NOTES PAYABLE AND CAPITAL LEASES Notes payable is comprised of the following: September 30, 2018 December 31, 2017 Note Payable, GE Arm $ — $ 12,536 Capital Leases- Equipment 383,426 77,162 383,426 89,698 Less current portion (89,458 ) (29,552 ) Long term portion $ 293,968 $ 60,146 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 for a nominal amount at the end of the lease. On June 22, 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 for a nominal amount at the end of the lease. During the nine months ended September 30, 2018, the Company entered into a lease agreement to acquire equipment with 60 monthly payments of $2,081 payable through December 2023 with an effective interest rate of 10.2% per annum. The Company may elect to acquire the leased equipment for a nominal amount at the end of the lease. During the nine months ended September 30, 2018, the Company entered into a lease agreement to acquire equipment with 60 monthly payments of $1,280 through June 2023 with an effective interest rate of 3.9%. The Company may elect to acquire the leased equipment for a nominal amount at the end of the lease. Aggregate principal maturities of long-term debt as of September 30, 2018 Amount Year ended December 31, 2018 $ 22,364 Year ended December 31, 2019 89,457 Year ended December 31, 2020 87,394 Year ended December 31, 2021 82,131 Year ended December 31, 2022 and thereafter 102,080 Total $ 383,426 |
REDEEMABLE COMMON STOCK
REDEEMABLE COMMON STOCK | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
REDEEMABLE COMMON STOCK | NOTE 6 — REDEEMABLE COMMON STOCK 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. On March 1, 2018, the Company issued five (5) million shares of common stock in exchange for cash proceeds of $7.5 million. 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 SEC, 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. As of September 30, 2018, the Company has not received such demand. 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 the net proceeds from the sale of the Company’s common stock as temporary equity. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 7 — CAPITAL STOCK Common stock During the nine months ended September 30, 2018, the Company issued 350,000 shares of common stock for employee stock compensation that was granted in 2017. The expense for these shares is being amortized over the applicable vesting period. During the nine months ended September 30, 2018, the Company issued an aggregate of 156,338 shares of its common stock to service providers at an aggregate fair value of $195,375. During the nine months ended September 30, 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 nine months ended September 30, 2018, the Company cancelled 71,667 shares of common stock previously issued to a service provider. |
STOCK OPTIONS, WARRANTS AND RES
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 9 Months Ended |
Sep. 30, 2018 | |
Stock Options Warrants And Restricted Stock Units | |
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 September 30, 2018: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 5.25 — 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 September 30, 2018 3,000,000 $ 1.35 The aggregate intrinsic value of all outstanding options of $0 represents the total intrinsic value, based on options with an exercise price less than the Company’s stock price of $1.15 as of September 30, 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 443,386 Forfeited (71,667 ) Unvested restricted shares as of September 30, 2018 1,292,819 During the nine months ended September 30, 2018, the Company granted 443,386 performance-based, restricted stock units vesting up to five years depending on the grant. The estimated fair value of the granted restricted stock units of $443,386 is being recognized over the vesting periods. As of September 30, 2018, stock-based compensation related to restricted stock awards of $508,577 remains unamortized and is expected to be amortized over the weighted average remaining period of 2.65 years. Warrants The Company previously issued 1,875,000 warrants in 2011, which will expire on December 23, 2018. As of September 30, 2018, the aggregate intrinsic value of all warrants outstanding and exercisable was zero. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entity | |
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 September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Current assets: Cash $ 523,388 $ 238,402 Accounts receivable, net 4,537,938 3,526,789 Other current assets 951,305 765,236 Total current assets 6,012,631 4,530,427 Property and equipment, net 221,853 73,791 Other assets 22,005 22,005 Total assets $ 6,256,489 $ 4,626,223 Current liabilities: Accounts payable and accrued liabilities $ 943,361 $ 628,304 Due to First Choice Healthcare Solutions, Inc. 2,887,047 1,700,210 Other current liabilities 464,998 485,432 Total current liabilities 4,295,406 2,813,946 Long term debt 2,099,769 1,950,963 Total liabilities 6,395,175 4,764,909 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 6,256,489 $ 4,626,223 Total revenues from The B.A.C.K. Center were $4,054,740 and $12,292,240 for the three and nine months ended September 30, 2018. Related expenses consisted primarily of salaries and benefits of $2,354,244 and $6,187,704, other operating expense of $954,733 and $2,816,883, general and administrative expenses of $644,376 and $1,910,083, depreciation of $25,165 and $37,855, interest income (expense) and financing costs of $5,350 and $(15,532); and other income of $41,346 and $120,148 for the three and nine months ended September 30, 2018. (See Note 11 – Segment Reporting) Total revenues from The B.A.C.K. Center were $3,416,530 and $10,386,645 for the three and nine months ended September 30, 2017. Related expenses consisted primarily of salaries and benefits of $1,646,473 and $5,179,937, other operating expense of $899,722 and $2,576,227, general and administrative expenses of $631,209 and $2,019,947, depreciation of $7,256 and $19,656, interest and financing costs of $4,255 and $12,640; and other income of $37,731 and $129,082 for the three and nine months ended September 30, 2017, respectively. (See Note 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 holds 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 September 30, 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 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 $1,003,781 and $3,442,458 for the three and nine months ended September 30, 2017. Related expenses consisted primarily of salaries and benefits of $286,526 and $878,033, practice supplies and operating expenses of $863,920 and $2,591,174, general and administrative expenses of $123,091 and $427,454, depreciation of $193,853 and $250,147, interest expense of $1,373 and $2,712 and miscellaneous income of $2,672 and $13,619 for the three and nine months ended September 30, 2017, respectively. (See Note 11 – Segment Reporting) |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 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 income attributable to non-controlling interest for the three months ended September 30, 2018: Net income $ 29,323 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the three months ended September 30, 2017: Net income $ 192,667 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2018: Net income $ 1,186,839 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2017: Net income $ 482,046 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 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, September 30, 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 September 30, 2018: Net income $ 282,492 Average Non-controlling interest percentage of profit/losses 35 % Net income/loss attributable to the non-controlling interest $ 98,872 Net loss attributable to non-controlling interest for the three months ended September 30, 2017: Net loss $ (462,310 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (277,386, ) Net income attributable to the non-controlling interest for nine months ended September 30, 2018: Net income $ 441,796 Average Non-controlling interest percentage of profit/losses 35 % Net income/loss attributable to the non-controlling interest $ 154,629 Net loss attributable to non-controlling interest for the nine months ended September 30, 2017: Net income $ (693,443 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (416,066 ) The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 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 155,803 Balance, September 30, 2018 $ 534,660 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 | 9 Months Ended |
Sep. 30, 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 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. Information concerning the operations of the Company’s reportable segments is as follows: Summary Statement of Operations for the three months ended September 30, 2018: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 3,776,082 $ 3,713,742 $ 1,625,443 $ — $ — $ 9,115,267 Rental revenue — 340,998 — 437,172 (189,864 ) 588,306 Total Revenue 3,776,082 4,054,740 1,625,444 437,172 (189,864 ) 9,703,573 Operating expenses: Salaries & benefits 2,428,090 2,354,244 301,714 356,773 5,440,822 Other operating expenses 681,614 954,733 879,573 409,852 (176,004 ) 2,749,769 General and administrative 325,169 644,377 91,525 459,705 (13,860 ) 1,506,916 Depreciation and amortization 90,582 25,165 23,169 86,579 — 225,495 Total operating expenses 3,525,455 3,978,519 1,295,981 1,312,909 (189,864 ) 9,923,002 Net income (loss) from operations: 250,626 76,221 329,462 (875,737 ) — (219,429 ) Gain on sale of equipment — — — — — — Interest income (expense) (17,421 ) 5,350 2,705 22,470 — 13,105 Miscellaneous Income (expense) — 41,346 688 750 — 42,785 Net Income (Loss) before income taxes: 233,205 122,917 332,855 (852,517 ) — (163,539 ) Income taxes — — — — — — Net income (Loss) 233,205 122,917 332,855 (852,517 ) — (163,583 ) Non-controlling interest — — (100,048 ) — — (100,048 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 233,205 $ 122,917 $ 232,807 $ (852,517 ) $ — $ (263,587 ) Summary Statement of Operations for the three months ended September 30, 2017: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 3,026,457 $ 3,096,807 $ 1,003,781 $ — $ — $ 7,127,045 Rental revenue — 319,723 425,433 (183,708 ) 561,448 Total Revenue 3,026,457 3,416,530 1,003,781 425,433 (183,708 ) 7,688,493 Operating expenses: Salaries & benefits 1,860,965 1,646,473 286,526 293,916 — 4,087,880 Other operating expenses 600,242 899,722 863,920 401,860 (170,297 ) 2,595,447 General and administrative 221,463 631,209 123,091 412,446 (13,411 ) 1,374,798 Depreciation and amortization 75,009 7,256 193,853 85,562 — 361,680 Total operating expenses 2,757,679 3,184,660 1,467,390 1,193,784 (183,708 ) 8,419,805 Net income (loss) from operations: 268,778 231,870 (463,609 ) (768,351 ) — (731,312 ) Interest income (expense) (22,138 ) (4,255 ) (1,373 ) 141 — (27,625 ) Other income (expense) — 37,731 2,672 750 — 41,153 Net Income (loss) before income taxes: 246,640 265,346 (462,310 ) (767,460 ) — (717,784 ) Income taxes — — — — Net income (loss) 246,640 265,346 (462,310 ) (767,460 ) — (717,784 ) Non-controlling interest — — 277,386 — — 277,386 Net income (loss) attributable to First Choice Healthcare Solutions $ 246,640 $ 265,346 $ (184,924 ) $ (767,460 ) $ — $ (440,398 ) Summary Statement of Operations for the nine months ended September 30, 2018: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 10,591,621 $ 11,259,484 $ 4,292,727 $ — $ — $ 26,143,832 Rental revenue — 1,032,756 — 1,303,698 (568,464 ) 1,767,990 Total Revenue 10,591,621 12,292,240 4,292,727 1,303,698 (568,464 ) 27,911,822 Operating expenses: Salaries & benefits 6,325,175 6,187,704 880,073 1,113,094 14,506,047 Other operating expenses 2,068,688 2,816,883 2,501,813 1,225,000 (526,965 ) 8,085,419 General and administrative 877,376 1,910,084 280,667 1,159,073 (41,498 ) 4,185,701 Depreciation and amortization 257,637 37,855 72,585 258,238 — 626,315 Total operating expenses 9,528,876 10,952,526 3,735,138 3,755,405 (568,464 ) 27,403,482 Net income (loss) from operations: 1,062,745 1,339,714 557,589 (2,451,707 ) — 508,340 Gain on sale of equipment — — 17,400 — — 17,400 Interest income (expense) (52,049 ) (15,532 ) 525 19,429 — (47,626 ) Miscellaneous Income (expense) — 120,148 2,592 2,250 — 124,991 Net Income (Loss) before income taxes: 1,010,696 1,444,330 578,106 (2,430,028 ) — 603,105 Income taxes — — — — — — Net income (Loss) 1,010,696 1,444,330 578,106 (2,430,028 ) — 603,105 Non-controlling interest — — (155,804 ) — — (155,804 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 1,010,696 $ 1,444,330 $ 422,302 $ (2,430,028 ) $ — $ 447,301 Summary Statement of Operations for the nine months ended September 30, 2017: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 9,074,335 $ 9,383,159 $ 3,442,458 $ — $ — $ 21,899,952 Rental revenue — 1,003,486 1,300,550 (580,451 ) 1,723,585 Total Revenue 9,074,335 10,386,645 3,442,458 1,300,550 (580,451 ) 23,623,537 Operating expenses: Salaries & benefits 4,979,621 5,179,937 878,033 770,823 11,808,414 Other operating expenses 1,896,333 2,576,227 2,591,174 1,230,797 (538,078 ) 7,756,453 General and administrative 586,039 2,019,947 427,454 1,172,676 (42,373 ) 4,154,743 Depreciation and amortization 218,230 19,656 250,147 256,559 — 744,592 Total operating expenses 7,680,223 9,786,767 4,146,808 3,430,855 (580,451 ) 24,464,202 Net income (loss) from operations: 1,394,112 599,878 (704,350 ) (2,130,305 ) — (840,665 ) Interest income (expense) (74,439 ) (12,640 ) (2,712 ) (15 ) — (89,806 ) Other income (expense) — 129,082 13,619 2,250 — 144,951 Net Income (Loss) before income taxes: 1,319,673 716,320 (693,443 ) (2,128,070 ) — (785,520 ) Income taxes — — — — Net income (Loss) 1,319,673 716,320 (693,443 ) (2,128,070 ) — (785,520 ) Non-controlling interest — — 416,066 — — 416,066 Net income (loss) attributable to First Choice Healthcare Solutions $ 1,319,673 $ 716,320 $ (277,377 ) $ (2,128,070 ) $ — $ (369,454 ) |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Significant Accounting Policies Policies Abstract | |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with 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 On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as Topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. |
Patient service revenue | Patient service revenue Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. |
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 Medical 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 in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers with the approximate risk level outlined below. Concentration of Risk Revenue Concentration: Three months ended September 30, 2018 2017 Medicare 31.2 % 33.8 % Commercial Payor 1 17.4 % 18.0 % Commercial Payor 2 — 10.7 % Nine Months ended September 30, 2018 2017 Medicare 32.7 % 35.7 % Commercial Payor 1 16.6 % 18.4 % Commercial Payor 2 — 11.6 % Receivable Concentration: September 30, September 30, 2018 2017 Medicare 24.4 % 20.6 % Commercial Payor 1 — 15.3 % Commercial Payor 2 13.1 % 13.8 % |
Accounts receivable | Accounts receivable 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 due for services provided to patients who have third-party coverage, such as an insurance company or government sponsored healthcare programs or directly from patients. We continually monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collections issues that we have identified and our historical experience. Rental Receivables: Accounts receivables from rental activities are periodically evaluated for collectability in determining the appropriate allowance for bad debts. |
Net income (loss) per share | Net (loss) income per share Basic net (loss) income per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Numerator: Net (loss) income attributable to First Choice Healthcare Solutions, Inc. $ (263,586 ) $ (440,398 ) $ 447,301 $ (369,454 ) Denominator: Weighted-average common shares, basic 32,490,673 26,765,021 31,174,347 26,622,335 Weighted-average common shares, diluted 33,490,673 26,765,021 31,974,347 26,622,335 Basic: $ (0.01 ) $ (0.02 ) $ 0.01 $ (0.01 ) Diluted: $ (0.01 ) $ (0.02 ) $ 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 (loss) per share are as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Convertible line of credit 800,000 800,000 — 800,000 Warrants to purchase common stock 1,875,000 1,875,000 1,875,000 1,875,000 Options to purchase common stock 3,000,000 3,000,000 3,000,000 3,000,000 Restricted stock awards 1,201,910 510,000 1,201,910 510,000 6,876,910 6,185,000 6,076,910 6,185,000 |
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 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 September 30, 2018, the Company canceled all of its outstanding treasury stock. |
Reclassifications | 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 net income or losses. |
Litigation Claims and Assessments | Litigation 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 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 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, 2017 and 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 the Company’s 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 condensed consolidated unaudited financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value 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. In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718); Improvements to Non-employer Share-Based Payment Accounting. The amendment aligns the accounting for share based payments issued to employees and non-employees. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those periods. The Company is currently reviewing the impact of the adoption of ASU 2018-07 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 POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 2017 Medicare 31.2 % 33.8 % Commercial Payor 1 17.4 % 18.0 % Commercial Payor 2 — 10.7 % Nine Months ended September 30, 2018 2017 Medicare 32.7 % 35.7 % Commercial Payor 1 16.6 % 18.4 % Commercial Payor 2 — 11.6 % Receivable Concentration: September 30, September 30, 2018 2017 Medicare 24.4 % 20.6 % Commercial Payor 1 — 15.3 % Commercial Payor 2 13.1 % 13.8 % |
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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Numerator: Net (loss) income attributable to First Choice Healthcare Solutions, Inc. $ (263,586 ) $ (440,398 ) $ 447,301 $ (369,454 ) Denominator: Weighted-average common shares, basic 32,490,673 26,765,021 31,174,347 26,622,335 Weighted-average common shares, diluted 33,490,673 26,765,021 31,974,347 26,622,335 Basic: $ (0.01 ) $ (0.02 ) $ 0.01 $ (0.01 ) Diluted: $ (0.01 ) $ (0.02 ) $ 0.01 $ (0.01 ) Potentially dilutive securities excluded from the basic and diluted net income (loss) per share are as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Convertible line of credit 800,000 800,000 — 800,000 Warrants to purchase common stock 1,875,000 1,875,000 1,875,000 1,875,000 Options to purchase common stock 3,000,000 3,000,000 3,000,000 3,000,000 Restricted stock awards 1,201,910 510,000 1,201,910 510,000 6,876,910 6,185,000 6,076,910 6,185,000 |
NOTES PAYABLE AND CAPITAL LEA_2
NOTES PAYABLE AND CAPITAL LEASES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Payable And Capital Leases Tables Abstract | |
Schedule of Long-term Debt Instruments | Notes payable is comprised of the following: September 30, 2018 December 31, 2017 Note Payable, GE Arm $ — $ 12,536 Capital Leases- Equipment 383,426 77,162 383,426 89,698 Less current portion (89,458 ) (29,552 ) Long term portion $ 293,968 $ 60,146 |
Schedule of Maturities of Long-term Debt | Aggregate principal maturities of long-term debt as of September 30, 2018 Amount Year ended December 31, 2018 $ 22,364 Year ended December 31, 2019 89,457 Year ended December 31, 2020 87,394 Year ended December 31, 2021 82,131 Year ended December 31, 2022 and thereafter 102,080 Total $ 383,426 |
STOCK OPTIONS, WARRANTS AND R_2
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stock Option [Member] | |
Schedule of Options Outstanding And Related Exercise Prices | The following table presents information related to stock options at September 30, 2018: Options Outstanding Exercise Price Number of Options Weighted Average Remaining Life in Years Exercisable Number of Options $ 1.35 3,000,000 5.25 — |
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 September 30, 2018 3,000,000 $ 1.35 |
Restricted Stock Units (RSU) [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | Transactions involving restricted stock units issued are summarized as follows: Restricted share units as of December 31, 2017 921,100 Granted 443,386 Forfeited (71,667 ) Unvested restricted shares as of September 30, 2018 1,292,819 |
VARIABLE INTEREST ENTITY (Table
VARIABLE INTEREST ENTITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Variable Interest Entity Tables Abstract | |
Schedule of Variable Interest Entities | The tables below summarize the assets and liabilities associated with The B.A.C.K. Center as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Current assets: Cash $ 523,388 $ 238,402 Accounts receivable, net 4,537,938 3,526,789 Other current assets 951,305 765,236 Total current assets 6,012,631 4,530,427 Property and equipment, net 221,853 73,791 Other assets 22,005 22,005 Total assets $ 6,256,489 $ 4,626,223 Current liabilities: Accounts payable and accrued liabilities $ 943,361 $ 628,304 Due to First Choice Healthcare Solutions, Inc. 2,887,047 1,700,210 Other current liabilities 464,998 485,432 Total current liabilities 4,295,406 2,813,946 Long term debt 2,099,769 1,950,963 Total liabilities 6,395,175 4,764,909 Non-controlling interest (138,686 ) (138,686 ) Total liabilities and deficit $ 6,256,489 $ 4,626,223 The tables below summarize the assets and liabilities associated with the Crane Creek (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) | 9 Months Ended |
Sep. 30, 2018 | |
BACK [Member] | |
Schedule of Net loss attributable to non-controlling interest | A reconciliation of The B.A.C.K. Center non-controlling income attributable to the Company: Net income attributable to non-controlling interest for the three months ended September 30, 2018: Net income $ 29,323 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the three months ended September 30, 2017: Net income $ 192,667 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2018: Net income $ 1,186,839 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- Net income attributable to non-controlling interest for the nine months ended September 30, 2017: Net income $ 482,046 Average Non-controlling interest percentage of profit/losses -0- % Net income attributable to the non-controlling interest $ -0- The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 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, September 30, 2018 $ (138,686 ) |
CCSC [Member] | |
Schedule of Net loss attributable to non-controlling interest | 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 September 30, 2018: Net income $ 282,492 Average Non-controlling interest percentage of profit/losses 35 % Net income/loss attributable to the non-controlling interest $ 98,872 Net loss attributable to non-controlling interest for the three months ended September 30, 2017: Net loss $ (462,310 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (277,386, ) Net income attributable to the non-controlling interest for nine months ended September 30, 2018: Net income $ 441,796 Average Non-controlling interest percentage of profit/losses 35 % Net income/loss attributable to the non-controlling interest $ 154,629 Net loss attributable to non-controlling interest for the nine months ended September 30, 2017: Net income $ (693,443 ) Average Non-controlling interest percentage of profit/losses 60 % Net income/loss attributable to the non-controlling interest $ (416,066 ) The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 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 155,803 Balance, September 30, 2018 $ 534,660 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting | |
Schedule of Segment Reporting Information, by Segment | Summary Statement of Operations for the three months ended September 30, 2018: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 3,776,082 $ 3,713,742 $ 1,625,443 $ — $ — $ 9,115,267 Rental revenue — 340,998 — 437,172 (189,864 ) 588,306 Total Revenue 3,776,082 4,054,740 1,625,444 437,172 (189,864 ) 9,703,573 Operating expenses: Salaries & benefits 2,428,090 2,354,244 301,714 356,773 5,440,822 Other operating expenses 681,614 954,733 879,573 409,852 (176,004 ) 2,749,769 General and administrative 325,169 644,377 91,525 459,705 (13,860 ) 1,506,916 Depreciation and amortization 90,582 25,165 23,169 86,579 — 225,495 Total operating expenses 3,525,455 3,978,519 1,295,981 1,312,909 (189,864 ) 9,923,002 Net income (loss) from operations: 250,626 76,221 329,462 (875,737 ) — (219,429 ) Gain on sale of equipment — — — — — — Interest income (expense) (17,421 ) 5,350 2,705 22,470 — 13,105 Miscellaneous Income (expense) — 41,346 688 750 — 42,785 Net Income (Loss) before income taxes: 233,205 122,917 332,855 (852,517 ) — (163,539 ) Income taxes — — — — — — Net income (Loss) 233,205 122,917 332,855 (852,517 ) — (163,583 ) Non-controlling interest — — (100,048 ) — — (100,048 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 233,205 $ 122,917 $ 232,807 $ (852,517 ) $ — $ (263,587 ) Summary Statement of Operations for the three months ended September 30, 2017: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 3,026,457 $ 3,096,807 $ 1,003,781 $ — $ — $ 7,127,045 Rental revenue — 319,723 425,433 (183,708 ) 561,448 Total Revenue 3,026,457 3,416,530 1,003,781 425,433 (183,708 ) 7,688,493 Operating expenses: Salaries & benefits 1,860,965 1,646,473 286,526 293,916 — 4,087,880 Other operating expenses 600,242 899,722 863,920 401,860 (170,297 ) 2,595,447 General and administrative 221,463 631,209 123,091 412,446 (13,411 ) 1,374,798 Depreciation and amortization 75,009 7,256 193,853 85,562 — 361,680 Total operating expenses 2,757,679 3,184,660 1,467,390 1,193,784 (183,708 ) 8,419,805 Net income (loss) from operations: 268,778 231,870 (463,609 ) (768,351 ) — (731,312 ) Interest income (expense) (22,138 ) (4,255 ) (1,373 ) 141 — (27,625 ) Other income (expense) — 37,731 2,672 750 — 41,153 Net Income (loss) before income taxes: 246,640 265,346 (462,310 ) (767,460 ) — (717,784 ) Income taxes — — — — Net income (loss) 246,640 265,346 (462,310 ) (767,460 ) — (717,784 ) Non-controlling interest — — 277,386 — — 277,386 Net income (loss) attributable to First Choice Healthcare Solutions $ 246,640 $ 265,346 $ (184,924 ) $ (767,460 ) $ — $ (440,398 ) Summary Statement of Operations for the nine months ended September 30, 2018: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 10,591,621 $ 11,259,484 $ 4,292,727 $ — $ — $ 26,143,832 Rental revenue — 1,032,756 — 1,303,698 (568,464 ) 1,767,990 Total Revenue 10,591,621 12,292,240 4,292,727 1,303,698 (568,464 ) 27,911,822 Operating expenses: Salaries & benefits 6,325,175 6,187,704 880,073 1,113,094 14,506,047 Other operating expenses 2,068,688 2,816,883 2,501,813 1,225,000 (526,965 ) 8,085,419 General and administrative 877,376 1,910,084 280,667 1,159,073 (41,498 ) 4,185,701 Depreciation and amortization 257,637 37,855 72,585 258,238 — 626,315 Total operating expenses 9,528,876 10,952,526 3,735,138 3,755,405 (568,464 ) 27,403,482 Net income (loss) from operations: 1,062,745 1,339,714 557,589 (2,451,707 ) — 508,340 Gain on sale of equipment — — 17,400 — — 17,400 Interest income (expense) (52,049 ) (15,532 ) 525 19,429 — (47,626 ) Miscellaneous Income (expense) — 120,148 2,592 2,250 — 124,991 Net Income (Loss) before income taxes: 1,010,696 1,444,330 578,106 (2,430,028 ) — 603,105 Income taxes — — — — — — Net income (Loss) 1,010,696 1,444,330 578,106 (2,430,028 ) — 603,105 Non-controlling interest — — (155,804 ) — — (155,804 ) Net income (loss) attributable to First Choice Healthcare Solutions $ 1,010,696 $ 1,444,330 $ 422,302 $ (2,430,028 ) $ — $ 447,301 Summary Statement of Operations for the nine months ended September 30, 2017: FCID Brevard Intercompany Medical Orthopaedic CCSC Corporate Eliminations Total Revenue: Net Patient Service Revenue $ 9,074,335 $ 9,383,159 $ 3,442,458 $ — $ — $ 21,899,952 Rental revenue — 1,003,486 1,300,550 (580,451 ) 1,723,585 Total Revenue 9,074,335 10,386,645 3,442,458 1,300,550 (580,451 ) 23,623,537 Operating expenses: Salaries & benefits 4,979,621 5,179,937 878,033 770,823 11,808,414 Other operating expenses 1,896,333 2,576,227 2,591,174 1,230,797 (538,078 ) 7,756,453 General and administrative 586,039 2,019,947 427,454 1,172,676 (42,373 ) 4,154,743 Depreciation and amortization 218,230 19,656 250,147 256,559 — 744,592 Total operating expenses 7,680,223 9,786,767 4,146,808 3,430,855 (580,451 ) 24,464,202 Net income (loss) from operations: 1,394,112 599,878 (704,350 ) (2,130,305 ) — (840,665 ) Interest income (expense) (74,439 ) (12,640 ) (2,712 ) (15 ) — (89,806 ) Other income (expense) — 129,082 13,619 2,250 — 144,951 Net Income (Loss) before income taxes: 1,319,673 716,320 (693,443 ) (2,128,070 ) — (785,520 ) Income taxes — — — — Net income (Loss) 1,319,673 716,320 (693,443 ) (2,128,070 ) — (785,520 ) Non-controlling interest — — 416,066 — — 416,066 Net income (loss) attributable to First Choice Healthcare Solutions $ 1,319,673 $ 716,320 $ (277,377 ) $ (2,128,070 ) $ — $ (369,454 ) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue Concentration: | ||||
Medicare | 31.20% | 33.80% | 32.70% | 35.70% |
Commercial Payor 1 | 17.40% | 18.00% | 16.60% | 18.40% |
Commercial Payor 2 | 0.00% | 10.70% | 0.00% | 11.60% |
Receivable Concentration: | ||||
Medicare | 24.40% | 20.60% | ||
Commercial Payor 1 | 0.00% | 15.30% | ||
Commercial Payor 2 | 13.10% | 13.80% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net (loss) income attributable to First Choice Healthcare Solutions, Inc. | $ (263,587) | $ (440,398) | $ 447,301 | $ (369,454) |
Denominator: | ||||
Weighted-average common shares, basic | 32,490,673 | 26,765,021 | 31,174,347 | 26,622,335 |
Weighted-average common shares, diluted | 33,490,673 | 26,765,021 | 31,974,347 | 26,622,335 |
Basic: | $ (0.01) | $ (0.02) | $ 0.01 | $ (0.01) |
Diluted: | $ (0.01) | $ (0.02) | $ 0.01 | $ (0.01) |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 6,876,910 | 6,185,000 | 6,076,910 | 6,185,000 |
Convertible line of credit [Member] | ||||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 800,000 | 800,000 | 800,000 | |
Warrants to purchase common stock [Member] | ||||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 1,875,000 | 1,875,000 | 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 | 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 | 1,201,910 | 510,000 | 1,201,910 | 510,000 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - USD ($) | Feb. 06, 2017 | Jan. 29, 2018 | Jun. 22, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 14.561% | 10.20% | 5.00% | 10.20% | ||
Line Of Credit Facility, Amount Outstanding | $ 1,400,000 | |||||
Matures date | Jan. 6, 2021 | Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | ||
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.</p>" id="sjs-F9"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> | |||||
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 | ||||
Line Of Credit Guaranteed Amount | 1,400,000 | |||||
Line of Credit, Florida Business Bank [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility, Covenant Terms | <font style="font: 8pt Times New Roman, Times, Serif">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.</font></p>" id="sjs-E16"><p style="margin: 0; text-align: justify"><font style="font: 8pt Times New Roman, Times, Serif">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.</font></p> | |||||
Line Of Credit Guaranteed Amount | 950,000 | |||||
Line of Credit Facility, Average Outstanding Amount | $ 440,024 | 440,024 | $ 440,024 | |||
Line of Credit, Florida Business Bank [Member] | Accounts Receivable [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 | <font style="font-size: 10pt">Interest rate of Prime floating plus 1.0%, as published in <i>The Wall Street Journal</i>, with a floor of 2.75% per annum (as amended).</font></p>" id="sjs-E23"><p style="margin: 0; text-align: justify"><font style="font-size: 10pt">Interest rate of Prime floating plus 1.0%, as published in <i>The Wall Street Journal</i>, with a floor of 2.75% per annum (as amended).</font></p> |
NOTES PAYABLE AND CAPITAL LEA_3
NOTES PAYABLE AND CAPITAL LEASES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 383,426 | $ 89,698 |
Less: current portion | (89,458) | (29,552) |
Notes payable, long term portion | 293,968 | 60,146 |
Note Payable GE Arm [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 12,536 | |
Capital lease, Equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 383,426 | $ 77,162 |
NOTES PAYABLE AND CAPITAL LEA_4
NOTES PAYABLE AND CAPITAL LEASES (Details 1) | Sep. 30, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Year ended December 31, 2018 | $ 22,364 |
Year ended December 31, 2019 | 89,457 |
Year ended December 31, 2020 | 87,394 |
Year ended December 31, 2021 | 82,131 |
Year ended December 31, 2022 and thereafter | 102,080 |
Total | $ 383,426 |
NOTES PAYABLE AND CAPITAL LEA_5
NOTES PAYABLE AND CAPITAL LEASES (Details Narrative) - USD ($) | Feb. 06, 2017 | Jan. 29, 2018 | Jun. 22, 2017 | Sep. 30, 2018 |
Notes Payable And Capital Leases Details Narrative Abstract | ||||
Debt Instrument, Interest Rate During Period | 14.561% | 10.20% | 5.00% | 10.20% |
Debt Instrument, Periodic Payment | $ 611 | $ 2,081 | $ 1,223 | $ 2,081 |
Debt Instrument, Maturity Date | Jan. 6, 2021 | Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 |
Capital Lease Equipment, Lease Term | 48 months | 60 months | 60 months | 60 months |
REDEEMABLE COMMON STOCK (Detail
REDEEMABLE COMMON STOCK (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% |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Capital Stock Details Textual Abstract | |
Common stock issued for employee stock compensation | 350,000 |
Common stock previously authorized and returned to treasury, Amount | $ | $ 249,265 |
Common stock previously authorized and returned to treasury, Shares | 189,020 |
Common stock canceled shares | 71,667 |
Common stock issued for services rendered, Amount | $ | $ 195,375 |
Common stock issued for services rendered, Shares | 156,338 |
STOCK OPTIONS, WARRANTS AND R_3
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 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 2 months 30 days | |
Exercisable number of options |
STOCK OPTIONS, WARRANTS AND R_4
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 1) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Stock Options Warrants And Restricted Stock Units Details 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 R_5
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details 2) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Stock Options Warrants And Restricted Stock Units Details 1Abstract | |
Restricted share units as of December 31, 2017 | shares | 921,100 |
Number of Shares, Granted | $ | $ 443,386 |
Number of Shares, Forfeited | $ | $ (71,667) |
Unvested restricted shares as of September 30, 2018 | shares | 1,292,819 |
STOCK OPTIONS, WARRANTS AND R_6
STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Stock Options Warrants And Restricted Stock Units Details Narrative Abstract | |
Aggregate intrinsic value of outstanding options | $ 0 |
Company Stock Price | $ / shares | $ 1.15 |
Number of warrants isued | shares | 1,875,000 |
Warrant expire term | Dec. 23, 2023 |
Stock based compensation related to restricted stock, Amount | $ 443,386 |
Stock based compensation related to restricted stock, Shares | shares | 443,386 |
Stock-Based Compensation Related To Restricted Stock Awards, Amount | $ 508,577 |
Weighted Average Remaining Period | 2 years 7 months 24 days |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash | $ 7,677,797 | $ 2,015,534 | $ 9,217,673 | $ 4,593,638 |
Accounts receivable, net | 11,231,760 | 8,699,714 | ||
Total current assets | 21,417,448 | 12,547,288 | ||
Property and equipment, net | 2,626,119 | 2,295,163 | ||
Other assets | 3,757,591 | 3,908,781 | ||
Total assets | 27,801,158 | 18,751,232 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 2,727,424 | 2,379,404 | ||
Total current liabilities | 3,852,225 | 3,474,245 | ||
Deferred rent | 2,695,812 | 2,589,568 | ||
Total liabilities | 7,983,935 | 7,265,889 | ||
Equity-First Choice Healthcare Solutions, Inc | 32,602 | 27,357 | ||
Non-controlling interest | 395,974 | 510,782 | ||
Total liabilities and deficit | 27,801,158 | 18,751,232 | ||
B.A.C.K. Center [Member] | ||||
Current assets: | ||||
Cash | 523,388 | 238,402 | ||
Accounts receivable, net | 4,537,938 | 3,526,789 | ||
Other current assets | 951,305 | 765,236 | ||
Total current assets | 6,012,631 | 4,530,427 | ||
Property and equipment, net | 221,853 | 73,791 | ||
Other assets | 22,005 | 22,005 | ||
Total assets | 6,256,489 | 4,626,223 | ||
Current liabilities: | ||||
Accounts payable and accrued liabilities | 943,361 | 628,304 | ||
Due to First Choice Healthcare Solutions, Inc. | 2,887,047 | 1,700,210 | ||
Other current liabilities | 464,998 | 485,432 | ||
Total current liabilities | 4,295,406 | 2,813,946 | ||
Long term debt | 2,099,769 | 1,950,963 | ||
Total liabilities | 6,395,175 | 4,764,909 | ||
Non-controlling interest | (138,686) | (138,686) | ||
Total liabilities and deficit | $ 6,256,489 | 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 (Det_2
VARIABLE INTEREST ENTITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Salaries and benefits | $ 5,440,822 | $ 4,087,880 | $ 14,506,047 | $ 11,808,414 | |
Other operating expenses | 2,749,769 | 2,595,447 | 8,085,419 | 7,756,453 | |
Operating expenses | 9,923,002 | 8,419,805 | 27,403,482 | 24,464,202 | |
General and administrative expenses | 1,506,916 | 1,374,798 | 4,185,701 | 4,154,743 | |
Other income (expense) | 42,785 | 41,153 | 124,991 | 144,951 | |
Crane Creek Surgery Center [Member] | |||||
Total Revenues | 1,003,781 | 3,442,458 | |||
Salaries and benefits | 286,526 | 878,033 | |||
Other operating expenses | 863,920 | 2,591,174 | |||
General and administrative expenses | 123,091 | 427,454 | |||
Depreciation | 193,853 | 250,147 | |||
Interest Income (expense) | 1,373 | 2,712 | |||
Miscellaneous income | 2,672 | 13,619 | |||
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 holds a 65% ownership interest in the Center.</p>" id="sjs-B16"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 holds a 65% ownership interest in the Center.</p> | ||||
B.A.C.K. Center [Member] | |||||
Total Revenues | 4,054,740 | 3,416,530 | 12,292,240 | 10,386,645 | |
Salaries and benefits | 2,354,244 | 1,646,473 | 6,187,704 | 5,179,937 | |
Other operating expenses | 954,733 | 899,722 | 2,816,883 | 2,576,227 | |
General and administrative expenses | 644,376 | 631,209 | 1,910,083 | 2,019,947 | |
Depreciation | 25,165 | 7,256 | 37,855 | 19,656 | |
Other income (expense) | 41,346 | 37,731 | 120,148 | 129,082 | |
Interest Income (expense) | $ 5,350 | $ 4,255 | $ (15,532) | $ 12,640 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net income loss attributable to the non-controlling interest | $ (100,048) | $ 277,386 | $ (155,804) | $ 416,066 |
B.A.C.K. Center [Member] | ||||
Net income | $ 29,323 | $ 192,667 | $ 1,186,839 | $ 482,046 |
Average Non-controlling interest percentage of profit/losses | 0.00% | 0.00% | 0.00% | 0.00% |
Net income loss attributable to the non-controlling interest | ||||
CCSC Holdings Inc [Member] | ||||
Net income | $ 282,492 | $ (462,310) | $ 441,796 | $ (693,443) |
Average Non-controlling interest percentage of profit/losses | 35.00% | 60.00% | 35.00% | 60.00% |
Net income loss attributable to the non-controlling interest | $ 98,872 | $ (277,386) | $ 155,803 | $ 416,066 |
NON-CONTROLLING INTEREST (Det_2
NON-CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Balance, December 31, 2017 | $ 510,782 | |||
Net income loss attributable to the non-controlling interest | $ (100,048) | $ 277,386 | (155,804) | $ 416,066 |
Balance, September 30, 2018 | 395,974 | 395,974 | ||
B.A.C.K. Center [Member] | ||||
Balance, December 31, 2017 | (138,686) | |||
Transfer (to) from the non-controlling interest as a result of change in ownership | ||||
Net income loss attributable to the non-controlling interest | ||||
Balance, September 30, 2018 | (138,686) | (138,686) | ||
CCSC Holdings Inc [Member] | ||||
Balance, December 31, 2017 | 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 | 98,872 | $ (277,386) | 155,803 | $ 416,066 |
Balance, September 30, 2018 | $ 534,660 | $ 534,660 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Net patient service revenue | $ 9,115,267 | $ 7,127,045 | $ 26,143,832 | $ 21,899,952 |
Rental revenue | 588,306 | 561,448 | 1,767,990 | 1,723,585 |
Total revenue | 9,703,573 | 7,688,493 | 27,911,822 | 23,623,537 |
Operating expenses: | ||||
Salaries & benefits | 5,440,822 | 4,087,880 | 14,506,047 | 11,808,414 |
Other operating expenses | 2,749,769 | 2,595,447 | 8,085,419 | 7,756,453 |
General and administrative | 1,506,916 | 1,374,798 | 4,185,701 | 4,154,743 |
Depreciation and amortization | 225,495 | 361,680 | 626,315 | 744,592 |
Total operating expenses | 9,923,002 | 8,419,805 | 27,403,482 | 24,464,202 |
Net income (loss) from operations: | (219,429) | (731,312) | 508,340 | (840,665) |
Gain on sale of equipment | 17,400 | |||
Interest income (expense) | 13,105 | (27,625) | (47,626) | (89,806) |
Miscellaneous Income (expense) | 42,785 | 41,153 | 124,991 | 144,951 |
Net Income (loss) before income taxes: | (163,539) | (717,784) | 603,105 | (785,520) |
Income taxes | ||||
Net income (loss) | (163,539) | (717,784) | 603,105 | (785,520) |
Non-controlling interest | (100,048) | 277,386 | (155,804) | 416,066 |
Net income (loss) attributable to First Choice Healthcare Solutions | (263,587) | (440,398) | 447,301 | (369,454) |
FCID Medical [Member] | ||||
Revenue: | ||||
Net patient service revenue | 3,776,082 | 3,026,457 | 10,591,621 | 9,074,335 |
Rental revenue | ||||
Total revenue | 3,776,082 | 3,026,457 | 10,591,621 | 9,074,335 |
Operating expenses: | ||||
Salaries & benefits | 2,428,090 | 1,860,965 | 6,325,175 | 4,979,621 |
Other operating expenses | 681,614 | 600,242 | 2,068,688 | 1,896,333 |
General and administrative | 325,169 | 221,463 | 877,376 | 586,039 |
Depreciation and amortization | 90,582 | 75,009 | 257,637 | 218,230 |
Total operating expenses | 3,525,455 | 2,757,679 | 9,528,876 | 7,680,223 |
Net income (loss) from operations: | 250,626 | 268,778 | 1,062,745 | 1,394,112 |
Gain on sale of equipment | ||||
Interest income (expense) | (17,421) | (22,138) | (52,049) | (74,439) |
Miscellaneous Income (expense) | ||||
Net Income (loss) before income taxes: | 233,205 | 246,640 | 1,010,696 | 1,319,673 |
Income taxes | ||||
Net income (loss) | 233,205 | 246,640 | 1,010,696 | 1,319,673 |
Non-controlling interest | ||||
Net income (loss) attributable to First Choice Healthcare Solutions | 233,205 | 246,640 | 1,010,696 | 1,319,673 |
Brevard Orthopaedic [Member] | ||||
Revenue: | ||||
Net patient service revenue | 3,713,742 | 3,096,807 | 11,259,484 | 9,383,159 |
Rental revenue | 340,998 | 319,723 | 1,032,756 | 1,003,486 |
Total revenue | 4,054,740 | 3,416,530 | 12,292,240 | 10,386,645 |
Operating expenses: | ||||
Salaries & benefits | 2,354,244 | 1,646,473 | 6,187,704 | 5,179,937 |
Other operating expenses | 954,733 | 899,722 | 2,816,883 | 2,576,227 |
General and administrative | 644,377 | 631,209 | 1,910,084 | 2,019,947 |
Depreciation and amortization | 25,165 | 7,256 | 37,855 | 19,656 |
Total operating expenses | 3,978,519 | 3,184,660 | 10,952,526 | 9,786,767 |
Net income (loss) from operations: | 76,221 | 231,870 | 1,339,714 | 599,878 |
Gain on sale of equipment | ||||
Interest income (expense) | 5,350 | (4,255) | (15,532) | (12,640) |
Miscellaneous Income (expense) | 41,346 | 37,731 | 120,148 | 129,082 |
Net Income (loss) before income taxes: | 122,917 | 265,346 | 1,444,330 | 716,320 |
Income taxes | ||||
Net income (loss) | 122,917 | 265,346 | 1,444,330 | 716,320 |
Non-controlling interest | ||||
Net income (loss) attributable to First Choice Healthcare Solutions | 122,917 | 265,346 | 1,444,330 | 716,320 |
CCSC [Member] | ||||
Revenue: | ||||
Net patient service revenue | 1,625,443 | 1,003,781 | 4,292,727 | 3,442,458 |
Rental revenue | ||||
Total revenue | 1,625,444 | 1,003,781 | 4,292,727 | 3,442,458 |
Operating expenses: | ||||
Salaries & benefits | 301,714 | 286,526 | 880,073 | 878,033 |
Other operating expenses | 879,573 | 863,920 | 2,501,813 | 2,591,174 |
General and administrative | 91,525 | 123,091 | 280,667 | 427,454 |
Depreciation and amortization | 23,169 | 193,853 | 72,585 | 250,147 |
Total operating expenses | 1,295,981 | 1,467,390 | 3,735,138 | 4,146,808 |
Net income (loss) from operations: | 329,462 | (463,609) | 557,589 | (704,350) |
Gain on sale of equipment | 17,400 | |||
Interest income (expense) | 2,705 | (1,373) | 525 | (2,712) |
Miscellaneous Income (expense) | 688 | 2,672 | 2,592 | 13,619 |
Net Income (loss) before income taxes: | 332,855 | (462,310) | 578,106 | (693,443) |
Income taxes | ||||
Net income (loss) | 332,855 | (462,310) | 578,106 | (693,443) |
Non-controlling interest | (100,048) | 277,386 | (155,804) | 416,066 |
Net income (loss) attributable to First Choice Healthcare Solutions | 232,807 | (184,924) | 422,302 | (277,377) |
Corporate [Member] | ||||
Revenue: | ||||
Net patient service revenue | ||||
Rental revenue | 437,172 | 425,433 | 1,303,698 | 1,300,550 |
Total revenue | 437,172 | 425,433 | 1,303,698 | 1,300,550 |
Operating expenses: | ||||
Salaries & benefits | 356,773 | 293,916 | 1,113,094 | 770,823 |
Other operating expenses | 409,852 | 401,860 | 1,225,000 | 1,230,797 |
General and administrative | 459,705 | 412,446 | 1,159,073 | 1,172,676 |
Depreciation and amortization | 86,579 | 85,562 | 258,238 | 256,559 |
Total operating expenses | 1,312,909 | 1,193,784 | 3,755,405 | 3,430,855 |
Net income (loss) from operations: | (875,737) | (768,351) | (2,451,707) | (2,130,305) |
Gain on sale of equipment | ||||
Interest income (expense) | 22,470 | 141 | 19,429 | (15) |
Miscellaneous Income (expense) | 750 | 750 | 2,250 | 2,250 |
Net Income (loss) before income taxes: | (852,517) | (767,460) | (2,430,028) | (2,128,070) |
Income taxes | ||||
Net income (loss) | (852,517) | (767,460) | (2,430,028) | (2,128,070) |
Non-controlling interest | ||||
Net income (loss) attributable to First Choice Healthcare Solutions | (852,517) | (767,460) | (2,430,028) | (2,128,070) |
Intercompany Elimination [Member] | ||||
Revenue: | ||||
Net patient service revenue | ||||
Rental revenue | (189,864) | (183,708) | (568,464) | (580,451) |
Total revenue | (189,864) | (183,708) | (568,464) | (580,451) |
Operating expenses: | ||||
Salaries & benefits | ||||
Other operating expenses | (176,004) | (170,297) | (526,965) | (538,078) |
General and administrative | (13,860) | (13,411) | (41,498) | (42,373) |
Depreciation and amortization | ||||
Total operating expenses | (189,864) | (183,708) | (568,464) | (580,451) |
Net income (loss) from operations: | ||||
Gain on sale of equipment | ||||
Interest income (expense) | ||||
Miscellaneous 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 |