Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | IMAC Holdings, Inc. |
Entity Central Index Key | 1,729,944 |
Document Type | S-1/A |
Document Period End Date | Sep. 30, 2018 |
Amendment Flag | true |
Amendment Description | Amendment No. 8 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash | $ 241,874 | $ 127,788 | $ 876,205 |
Accounts receivable, net | 678,786 | 138,981 | |
Employee/Shareholder receivables | 8,867 | 1,005 | 301,000 |
Due from related parties | 347,648 | 421,603 | |
Other assets | 423,325 | 93,040 | 2,743 |
Total current assets | 1,352,852 | 708,463 | 1,601,551 |
Property and equipment, net | 3,420,132 | 542,791 | |
Other assets: | |||
Intangible assets, net | 6,243,044 | ||
Security deposits | 438,163 | 27,828 | |
Total other assets | 6,259,573 | 27,828 | |
Total assets | 11,454,191 | 1,279,081 | 1,601,551 |
Current liabilities: | |||
Accounts payable and accrued expenses | 882,813 | 56,665 | 2,991 |
Acquisition liabilities | 7,259,208 | ||
Patient deposits | 850,737 | 130,906 | |
Due to related parties | 95,501 | 48,099 | |
Notes payable, current portion | 3,855,628 | 157,932 | |
Capital lease obligation, net of current portion | 16,563 | 7,820 | |
Line of credit | 379,975 | 25,000 | |
Total current liabilities | 13,244,924 | 473,824 | 51,090 |
Long-term liabilities: | |||
Notes payable, net of current portion | 357,697 | 456,152 | 500,000 |
Capital Lease Obligation | 88,291 | 52,494 | |
Deferred Rent | 201,223 | 64,753 | |
Lease Incentive Obligation | 605,086 | 60,428 | |
Total liabilities | 14,497,221 | 1,107,651 | 551,090 |
Stockholders' equity: | |||
Preferred stock - $0.001 par value, 5,000,000 authorized, nil outstanding as of December 31, 2017 and 2016, and September 30, 2018 (unaudited) | |||
Common stock; $0.001 par value, 30,000,000 authorized, 6,582,737, 6,492,563, and 6,582,737 shares issued and outstanding as of December 31, 2017 and 2016 and September 30, 2018 (unaudited) | 6,583 | 6,583 | 6,493 |
Additional paid-in capital | 1,231,917 | 1,231,917 | 1,194,507 |
Accumulated deficit | (2,607,362) | (491,076) | (433,896) |
Non-controlling interest | (1,674,168) | (575,994) | 283,357 |
Total stockholders' equity | (3,043,030) | 171,430 | 1,050,461 |
Total liabilities and stockholders' equity | $ 11,454,191 | $ 1,279,081 | $ 1,601,551 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,582,737 | 6,582,737 | 6,492,563 |
Common stock, shares outstanding | 6,582,737 | 6,582,737 | 6,492,563 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash | $ 127,788 | $ 876,205 | |
Accounts receivable, net | 138,981 | ||
Employee and Member receivables | 1,005 | 301,000 | |
Other assets | 93,040 | 2,743 | |
Total current assets | 708,463 | 1,601,551 | |
Property and equipment, net | 542,791 | ||
Other assets: | |||
Due from related parties | 347,648 | 421,603 | |
Security deposits | 27,828 | ||
Total other assets | 27,828 | ||
Total assets | 1,279,081 | 1,601,551 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 56,665 | 2,991 | |
Patient deposits | 130,906 | ||
Notes payable - current portion | 157,932 | ||
Capital lease obligation, current portion | 7,820 | ||
Line of credit | 25,000 | ||
Total current liabilities | 473,824 | 51,090 | |
Long-term liabilities: | |||
Notes payable, net of current portion | 456,152 | 500,000 | |
Capital lease obligation, net of current portion | 52,494 | ||
Deferred rent | 64,753 | ||
Lease incentive obligation | 60,428 | ||
Total liabilities | 1,107,651 | 551,090 | |
Stockholders' equity: | |||
Common stock, $1.00 par value, 1,000 shares issued and outstanding | 6,583 | 6,493 | |
Retained earnings | (491,076) | (433,896) | |
Total liabilities and stockholders' equity | 1,279,081 | 1,601,551 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Current assets: | |||
Cash | $ 65,876 | 15,994 | 29,706 |
Accounts receivable, net | 465,568 | 324,261 | 229,849 |
Employee and Member receivables | 34,050 | 1,070 | 84,120 |
Other assets | 65,880 | 65,780 | 37,749 |
Total current assets | 631,374 | 407,105 | 381,424 |
Property and equipment, net | 653,666 | 708,798 | 1,105,732 |
Other assets: | |||
Due from related parties | 41,060 | 99,832 | 48,099 |
Security deposits | 5,521 | 5,521 | 5,520 |
Total other assets | 46,581 | 105,353 | 53,619 |
Total assets | 1,331,621 | 1,221,256 | 1,540,775 |
Current liabilities: | |||
Accounts payable and accrued expenses | 144,572 | 84,180 | 54,574 |
Patient deposits | 300,885 | 161,929 | 165,161 |
Notes payable - current portion | 48,412 | 49,989 | 76,950 |
Capital lease obligation, current portion | 8,306 | 7,867 | |
Line of credit | 149,902 | 100,000 | 140,000 |
Total current liabilities | 652,077 | 403,965 | 436,685 |
Long-term liabilities: | |||
Notes payable, net of current portion | 74,675 | 80,000 | 575,095 |
Capital lease obligation, net of current portion | 46,176 | 46,448 | |
Deferred rent | 42,194 | 44,960 | 33,000 |
Lease incentive obligation | 193,495 | 205,708 | |
Total liabilities | 1,008,617 | 781,081 | 1,044,780 |
Stockholders' equity: | |||
Common stock, $1.00 par value, 1,000 shares issued and outstanding | 1,000 | 1,000 | 1,000 |
Retained earnings | 322,004 | 439,175 | 494,995 |
Total stockholders' equity | 323,004 | 440,175 | 495,995 |
Total liabilities and stockholders' equity | $ 1,331,621 | $ 1,221,256 | $ 1,540,775 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Integrated Medicine and Chiropractic Regeneration Center PSC) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 6,582,737 | 6,492,563 | |
Common stock, shares outstanding | 6,582,737 | 6,492,563 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Common stock, par value | $ 1 | $ 1 | $ 1 |
Common stock, shares issued | 1,000 | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 | 1,000 |
Condensed Balance Sheets (IMAC
Condensed Balance Sheets (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash | $ 127,788 | $ 876,205 | |
Accounts receivable, net | 138,981 | ||
Other assets | 93,040 | 2,743 | |
Total current assets | 708,463 | 1,601,551 | |
Property and equipment, net | 542,791 | ||
Other assets: | |||
Security deposits | 27,828 | ||
Total other assets | 27,828 | ||
Total assets | 1,279,081 | 1,601,551 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 56,665 | 2,991 | |
Patient deposits | 130,906 | ||
Notes payable - current portion | 157,932 | ||
Line of credit | 25,000 | ||
Total current liabilities | 473,824 | 51,090 | |
Long-term liabilities: | |||
Notes payable, net of current portion | 456,152 | 500,000 | |
Deferred Rent | 64,753 | ||
Lease Incentive Obligation | 60,428 | ||
Total liabilities | 1,107,651 | 551,090 | |
Total liabilities and Members' equity | 1,279,081 | 1,601,551 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Current assets: | |||
Cash | $ 16,055 | 34,911 | 20,797 |
Accounts receivable, net | 221,502 | 183,064 | 213,452 |
Other assets | 13,630 | 29,355 | 31,726 |
Total current assets | 251,187 | 247,330 | 265,975 |
Property and equipment, net | 847,191 | 878,521 | 765,220 |
Other assets: | |||
Security deposits | 454,814 | 454,814 | 504,814 |
Total other assets | 454,814 | 454,814 | 504,814 |
Total assets | 1,553,192 | 1,580,665 | 1,536,009 |
Current liabilities: | |||
Accounts payable and accrued expenses | 76,051 | 35,117 | 90,507 |
Patient deposits | 243,077 | 163,176 | 205,743 |
Notes payable - current portion | 52,814 | 52,236 | 49,987 |
Related party payable | 128,593 | 4,331 | |
Related party note payable | 420,788 | 420,788 | 500,000 |
Line of credit | 150,000 | 150,000 | |
Total current liabilities | 1,071,323 | 825,648 | 846,237 |
Long-term liabilities: | |||
Notes payable, net of current portion | 198,730 | 212,152 | 264,388 |
Deferred Rent | 97,209 | 98,959 | 65,700 |
Lease Incentive Obligation | 409,962 | 424,844 | 355,230 |
Total liabilities | 1,777,224 | 1,561,603 | 1,531,555 |
Members' equity (deficit) | (224,032) | 19,061 | 4,454 |
Total liabilities and Members' equity | $ 1,553,192 | $ 1,580,664 | $ 1,536,009 |
Balance Sheets (Advantage Hand
Balance Sheets (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash | $ 127,788 | $ 876,205 | |
Accounts receivable, net | 138,981 | ||
Total current assets | 708,463 | 1,601,551 | |
Property and equipment, net | 542,791 | ||
Total assets | 1,279,081 | 1,601,551 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 56,665 | 2,991 | |
Total current liabilities | 473,824 | 51,090 | |
Long-term liabilities: | |||
Total liabilities | 1,107,651 | 551,090 | |
Total liabilities and member's equity | 1,279,081 | 1,601,551 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | |||
Current assets: | |||
Cash | $ 23,419 | 49,764 | 54,992 |
Accounts receivable, net | 233,018 | 193,734 | 183,450 |
Prepaid expenses and other current assets | 6,031 | 6,031 | 6,469 |
Total current assets | 262,468 | 249,529 | 244,911 |
Property and equipment, net | 21,022 | 28,570 | 46,500 |
Total assets | 283,490 | 278,099 | 291,411 |
Current liabilities: | |||
Accounts payable and accrued expenses | 52,170 | 17,467 | 30,483 |
Total current liabilities | 52,170 | 17,467 | 30,483 |
Long-term liabilities: | |||
Line of credit | 81,365 | 83,138 | 84,497 |
Total liabilities | 133,535 | 100,605 | 114,980 |
Member's equity | 149,955 | 177,494 | 176,431 |
Total liabilities and member's equity | $ 283,490 | $ 278,099 | $ 291,411 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total patient revenue, net | $ 3,364,190 | $ 330,262 | $ 654,625 | |
Total revenue | 3,428,190 | 428,062 | 786,025 | 15,000 |
Operating expenses: | ||||
Patient expenses | 425,609 | 42,853 | 63,216 | 4,266 |
Salaries and benefits | 2,709,489 | 689,815 | 967,627 | 33,589 |
Share-based compensation | 11,248 | 7,499 | 18,747 | 150,000 |
Advertising and marketing | 470,199 | 61,159 | 119,867 | 25,000 |
General and administrative | 1,980,827 | 243,440 | 465,740 | 21,192 |
Depreciation | 544,820 | 36,422 | 65,895 | |
Total operating expenses | 6,142,192 | 1,081,188 | 1,701,092 | 234,047 |
Operating loss | (2,714,002) | (653,126) | (915,067) | (219,047) |
Other income (expense): | ||||
Interest income | 7,541 | 11,375 | 14,821 | 4 |
Other income | 18,356 | |||
Loss on disposal of assets | (2,744) | |||
Interest expense | (102,092) | (22,056) | (27,151) | |
Total other income (expense) | (76,195) | (10,681) | (15,074) | 4 |
Loss before equity in earnings (loss) of non-consolidated affiliate | (2,790,197) | (663,807) | (930,141) | (219,043) |
Equity in earnings (loss) of non-consolidated affiliate | (105,550) | 14,273 | 13,609 | (178,397) |
Net Loss | (2,895,747) | (649,534) | (916,532) | (397,440) |
Net loss attributable to the non-controlling interest | 779,463 | 712,570 | 859,351 | 16,643 |
Net (loss) income | (2,116,284) | 63,036 | (57,181) | (380,797) |
Patient Revenues [Member] | ||||
Total patient revenue, net | 8,020,071 | 685,252 | 1,378,313 | |
Contractual Adjustments [Member] | ||||
Total patient revenue, net | (4,655,881) | (354,990) | (723,688) | |
Management Fees [Member] | ||||
Total revenue | $ 64,000 | $ 97,800 | $ 131,400 | $ 15,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Patient Revenue | $ 786,025 | $ 15,000 | ||
Operating expenses: | ||||
Patient expenses | 63,216 | 4,266 | ||
Salaries and benefits | 967,627 | 33,589 | ||
Advertising and marketing | 119,867 | 25,000 | ||
General and administrative | 465,740 | 21,192 | ||
Depreciation and amortization | 65,895 | |||
Total operating expenses | 1,701,092 | 234,047 | ||
Operating (loss) income | (915,067) | (219,047) | ||
Other income (expense): | ||||
Interest income | 14,821 | 4 | ||
Gain on disposal of assets | (2,744) | |||
Interest expense | (27,151) | |||
Total other income (expense) | (15,074) | 4 | ||
Net (loss) income | (57,181) | (380,797) | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Total Patient Revenue | $ 980,209 | $ 1,153,815 | 4,960,132 | 3,311,884 |
Operating expenses: | ||||
Patient expenses | 138,853 | 126,320 | 648,479 | 581,008 |
Salaries and benefits | 651,282 | 564,616 | 2,334,770 | 1,999,455 |
Advertising and marketing | 44,817 | 40,511 | 142,642 | 126,419 |
General and administrative | 203,376 | 208,985 | 885,273 | 509,360 |
Depreciation and amortization | 59,752 | 33,621 | 197,945 | 139,614 |
Total operating expenses | 1,098,080 | 974,053 | 4,209,109 | 3,355,856 |
Operating (loss) income | (117,871) | 179,762 | 751,023 | (43,972) |
Other income (expense): | ||||
Interest income | 4,096 | 586 | ||
Gain on disposal of assets | 74,120 | (569,617) | ||
Interest expense | (3,395) | (22,010) | (37,229) | (41,100) |
Total other income (expense) | 701 | 52,110 | (606,846) | (40,514) |
Net (loss) income | (117,170) | 231,872 | 144,177 | (84,486) |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Contractual Adjustments [Member] | ||||
Total Patient Revenue | (1,845,047) | (1,776,260) | (8,298,287) | (11,678,158) |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Patient Revenues [Member] | ||||
Total Patient Revenue | $ 2,825,256 | $ 2,930,075 | $ 13,258,419 | $ 14,990,042 |
Condensed Statements of Income
Condensed Statements of Income and Members' Equity (Deficit) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Total | Patient Revenues [Member] | Contractual Adjustments [Member] | IMAC Regeneration Center of St. Louis, LLC [Member] | IMAC Regeneration Center of St. Louis, LLC [Member]Patient Revenues [Member] | IMAC Regeneration Center of St. Louis, LLC [Member]Contractual Adjustments [Member] |
Total patient revenues, net | $ 913,654 | $ 3,171,811 | $ (2,258,157) | |||
Operating expenses: | ||||||
Patient expenses | 4,266 | 211,554 | ||||
Salaries and benefits | 33,589 | 661,882 | ||||
Advertising and marketing | 25,000 | 121,040 | ||||
General and administrative | 21,192 | 337,409 | ||||
Depreciation and Amortization | 70,979 | |||||
Total operating expenses | 234,047 | 1,402,864 | ||||
(Loss) income from operations | (219,047) | (489,210) | ||||
Other income (expense): | ||||||
Interest income | 4 | |||||
Interest expense | (6,336) | |||||
Total other income (expense) | 4 | (6,336) | ||||
Net (loss) income | (380,797) | (495,546) | ||||
Members' equity, beginning of the period at Dec. 31, 2015 | 500,000 | |||||
Members' equity (deficit), end of the period at Dec. 31, 2016 | 4,454 | |||||
Total patient revenues, net | 624,981 | 1,814,432 | (1,189,451) | |||
Operating expenses: | ||||||
Patient expenses | 111,909 | |||||
Salaries and benefits | 280,466 | |||||
Advertising and marketing | 36,226 | |||||
General and administrative | 139,338 | |||||
Depreciation and Amortization | 27,104 | |||||
Total operating expenses | 595,043 | |||||
(Loss) income from operations | 29,938 | |||||
Other income (expense): | ||||||
Interest expense | (9,475) | |||||
Total other income (expense) | (9,475) | |||||
Net (loss) income | 20,463 | |||||
Members' equity (deficit), end of the period at Mar. 31, 2017 | 24,916 | |||||
Members' equity, beginning of the period at Dec. 31, 2016 | 4,454 | |||||
Total patient revenues, net | 654,625 | $ 1,378,313 | $ (723,688) | 2,709,928 | 8,073,943 | (5,364,015) |
Operating expenses: | ||||||
Patient expenses | 63,216 | 309,927 | ||||
Salaries and benefits | 967,627 | 1,327,527 | ||||
Advertising and marketing | 119,867 | 202,541 | ||||
General and administrative | 465,740 | 679,596 | ||||
Depreciation and Amortization | 134,563 | |||||
Total operating expenses | 1,701,092 | 2,654,154 | ||||
(Loss) income from operations | (915,067) | 55,774 | ||||
Other income (expense): | ||||||
Interest income | 14,821 | 2,670 | ||||
Interest expense | (27,151) | (43,836) | ||||
Total other income (expense) | (15,074) | (41,166) | ||||
Net (loss) income | $ (57,181) | 14,608 | ||||
Members' equity, beginning of the period at Dec. 31, 2016 | 4,454 | |||||
Members' equity (deficit), end of the period at Dec. 31, 2017 | 19,061 | |||||
Total patient revenues, net | 531,970 | $ 1,726,631 | $ (1,194,661) | |||
Operating expenses: | ||||||
Patient expenses | 101,761 | |||||
Salaries and benefits | 382,016 | |||||
Advertising and marketing | 72,489 | |||||
General and administrative | 168,772 | |||||
Depreciation and Amortization | 39,036 | |||||
Total operating expenses | 764,073 | |||||
(Loss) income from operations | (232,103) | |||||
Other income (expense): | ||||||
Interest expense | (10,991) | |||||
Total other income (expense) | (10,991) | |||||
Net (loss) income | (243,094) | |||||
Members' equity (deficit), end of the period at Mar. 31, 2018 | (224,032) | |||||
Members' equity, beginning of the period at Dec. 31, 2017 | $ 19,061 |
Statements of Income and Change
Statements of Income and Changes in Member's Equity (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | Total | Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] |
Patient revenues, net | $ 1,189,878 | |
Operating expenses: | ||
Rent | 0 | 80,007 |
Salaries and benefits | 33,589 | 719,780 |
General and administrative | 21,192 | 230,118 |
Depreciation | 25,460 | |
Total operating expenses | 234,047 | 1,055,365 |
Operating income | (219,047) | 134,513 |
Other income (expense): | ||
Other income | 4 | 218 |
Interest expense | (4,657) | |
Total other income (expenses) | 4 | (4,439) |
Net income | (380,797) | 130,074 |
Members' equity, beginning of the period at Dec. 31, 2015 | 155,644 | |
Other income (expense): | ||
Distributions | (109,287) | |
Members' equity (deficit), end of the period at Dec. 31, 2016 | 176,431 | |
Patient revenues, net | 593,494 | |
Operating expenses: | ||
Rent | 48,806 | |
Salaries and benefits | 357,283 | |
General and administrative | 135,408 | |
Depreciation | 9,318 | |
Total operating expenses | 550,815 | |
Operating income | 42,679 | |
Other income (expense): | ||
Other income | 158 | |
Interest expense | (2,445) | |
Total other income (expenses) | (2,287) | |
Net income | 40,392 | |
Members' equity, beginning of the period at Dec. 31, 2016 | 176,431 | |
Other income (expense): | ||
Distributions | (74,303) | |
Members' equity (deficit), end of the period at Jun. 30, 2017 | 142,520 | |
Patient revenues, net | 654,625 | 1,271,630 |
Operating expenses: | ||
Rent | 191,758 | 84,717 |
Salaries and benefits | 967,627 | 717,376 |
General and administrative | 465,740 | 324,114 |
Depreciation | 65,895 | 17,930 |
Total operating expenses | 1,701,092 | 1,144,137 |
Operating income | (915,067) | 127,493 |
Other income (expense): | ||
Other income | 14,821 | 216 |
Interest expense | (27,151) | (4,929) |
Total other income (expenses) | (15,074) | (4,713) |
Net income | $ (57,181) | 122,780 |
Members' equity, beginning of the period at Dec. 31, 2016 | 176,431 | |
Other income (expense): | ||
Distributions | (121,717) | |
Members' equity (deficit), end of the period at Dec. 31, 2017 | 177,494 | |
Patient revenues, net | 661,377 | |
Operating expenses: | ||
Rent | 38,622 | |
Salaries and benefits | 373,497 | |
General and administrative | 190,176 | |
Depreciation | 8,148 | |
Total operating expenses | 610,443 | |
Operating income | 50,934 | |
Other income (expense): | ||
Other income | 154 | |
Interest expense | (3,272) | |
Total other income (expenses) | (3,118) | |
Net income | 47,816 | |
Members' equity, beginning of the period at Dec. 31, 2017 | 177,494 | |
Other income (expense): | ||
Distributions | (75,355) | |
Members' equity (deficit), end of the period at Jun. 30, 2018 | $ 149,955 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Non-Controlling Interest [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 3,607 | $ (2,607) | $ (53,099) | $ (52,099) | |
Balance, shares at Dec. 31, 2015 | 3,606,979 | ||||
Issuance of shares for cash | $ 2,525 | 1,047,475 | $ 1,050,000 | ||
Issuance of shares for cash, shares | 2,524,885 | 2,524,885 | |||
Issuance of subsidiary shares for cash | 300,000 | $ 300,000 | |||
Issuance of shares for services | $ 361 | 149,639 | $ 150,000 | ||
Issuance of shares for services, shares | 360,698 | 360,698 | |||
Net loss | (16,643) | (380,797) | $ (397,440) | ||
Balance at Dec. 31, 2016 | $ 6,493 | 1,194,507 | 283,357 | (433,896) | 1,050,461 |
Balance, shares at Dec. 31, 2016 | 6,492,563 | ||||
Issuance of shares for services | $ 90 | 37,410 | $ 37,500 | ||
Issuance of shares for services, shares | 90,174 | 90,174 | |||
Net loss | (859,351) | (57,181) | $ (916,532) | ||
Balance at Dec. 31, 2017 | $ 6,583 | 1,231,917 | (575,994) | (491,077) | 171,430 |
Balance, shares at Dec. 31, 2017 | 6,582,737 | ||||
Purchase of non-controlling interest | (318,712) | (318,712) | |||
Net loss | (779,463) | (2,116,284) | (2,895,747) | ||
Balance at Sep. 30, 2018 | $ 6,583 | $ 1,231,917 | $ (1,674,169) | $ (2,607,361) | $ (3,043,030) |
Balance, shares at Sep. 30, 2018 | 6,582,737 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Integrated Medicine and Chiropractic Regeneration Center PSC) - Integrated Medicine and Chiropractic Regeneration Center PSC [Member] - USD ($) | Common Stock [Member] | Accumulated Deficit [Member] | Total Stockholders Equity [Member] |
Balance at Dec. 31, 2015 | $ 1,000 | $ 719,484 | $ 720,484 |
Balance, shares at Dec. 31, 2015 | 1,000 | ||
Net (loss) income | (84,486) | (84,486) | |
Distributions | (140,000) | (140,000) | |
Balance at Dec. 31, 2016 | $ 1,000 | 494,998 | 495,995 |
Balance, shares at Dec. 31, 2016 | 1,000 | ||
Net (loss) income | 144,177 | 144,177 | |
Distributions | (200,000) | (200,000) | |
Balance at Dec. 31, 2017 | $ 1,000 | 494,998 | 495,995 |
Balance, shares at Dec. 31, 2017 | 1,000 | ||
Balance at Dec. 31, 2017 | $ 1,000 | $ 494,998 | $ 495,995 |
Balance, shares at Dec. 31, 2017 | 1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,895,747) | $ (649,534) | $ (916,532) | $ (397,440) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 544,821 | 36,422 | 65,895 | |
Deferred rent | 136,470 | 55,517 | 64,753 | |
Equity in (earnings) loss of non-consolidated affiliate | (105,550) | 14,273 | 13,609 | (178,397) |
(Increase) decrease in operating assets: | ||||
Accounts receivable, net | (547,667) | 194,386 | 208,416 | (305,000) |
Due from related parties | (95,501) | 80,362 | ||
Other assets | (330,285) | (37,994) | (90,296) | (2,743) |
Security deposits | (410,335) | (21,000) | (27,828) | |
Increase (decrease) in operating liabilities: | ||||
Accounts payable and accrued expenses | 826,149 | 90,337 | 53,673 | 2,991 |
Patient deposits | 719,831 | 100,122 | 130,906 | |
Due to shareholders | ||||
Lease incentive obligation | 544,658 | 60,428 | ||
Net cash (used in) provided by operating activities | (1,613,156) | (137,109) | (436,976) | (880,589) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (2,405,999) | (492,812) | (546,470) | |
Investment in and loan to IMAC St. Louis, LLC | 347,648 | 51,162 | 73,955 | (421,603) |
Net cash (used in) provided by investing activities | (2,058,351) | (441,650) | (472,515) | (421,603) |
Cash flows from financing activities: | ||||
Proceeds from notes payable | 3,429,430 | 200,000 | 500,000 | |
Payments on notes payable | (148,901) | (65,734) | (85,916) | |
Proceeds from line of credit | 494,975 | 25,000 | ||
Payments on line of credit | (140,000) | |||
Proceeds from capital lease obligation | 52,437 | 62,216 | ||
Payments on capital lease obligation | (7,898) | (1,901) | ||
Payment to non-controlling interest | (14,273) | (13,609) | ||
Proceeds from non-controlling interest | 105,550 | 178,397 | ||
Issuance of member units for cash | 1,350,000 | |||
Contributions from members | 37,500 | 37,500 | 150,000 | |
Net cash provided by (used in) financing activities | 3,785,593 | 19,709 | 161,074 | 2,178,397 |
Net (decrease) increase in cash | 114,086 | (559,050) | (748,417) | 876,205 |
Cash, beginning of period | 127,788 | 876,205 | 876,205 | |
Cash, end of period | 241,874 | 317,155 | 127,788 | 876,205 |
Supplemental cash flow information: | ||||
Interest paid | 102,092 | 22,056 | 27,151 | |
Non Cash Financing and Investing: | ||||
Tangible and intangible assets acquired through acquisition liabilities | $ 7,139,397 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||||
Net (loss) income | $ (2,116,284) | $ 63,036 | $ (57,181) | $ (380,797) | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 544,821 | 36,422 | 65,895 | |||
Loss on disposal of assets | 2,744 | |||||
Deferred rent | 136,470 | 55,517 | 64,753 | |||
(Increase) decrease in operating assets: | ||||||
Accounts receivable, net | (547,667) | 194,386 | 208,416 | (305,000) | ||
Other assets | 330,285 | 37,994 | 90,296 | 2,743 | ||
Security deposits | (410,335) | (21,000) | (27,828) | |||
Increase (decrease) in operating liabilities: | ||||||
Accounts payable and accrued expenses | 826,149 | 90,337 | 53,673 | 2,991 | ||
Patient deposits | 719,831 | 100,122 | 130,906 | |||
Lease incentive obligation | 544,658 | 60,428 | ||||
Net cash (used in) provided by operating activities | (1,613,156) | (137,109) | (436,976) | (880,589) | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (2,405,999) | (492,812) | (546,470) | |||
Net cash used in investing activities | (2,058,351) | (441,650) | (472,515) | (421,603) | ||
Cash flows from financing activities: | ||||||
Proceeds from notes payable | 3,429,430 | 200,000 | 500,000 | |||
Payments on notes payable | (148,901) | (65,734) | (85,916) | |||
Proceeds from line of credit | 494,975 | 25,000 | ||||
Payments on line of credit | (140,000) | |||||
Payments on capital lease obligation | (7,898) | (1,901) | ||||
Net cash (used in) provided by financing activities | 3,785,593 | 19,709 | 161,074 | 2,178,397 | ||
Net (decrease) increase in cash | 114,086 | (559,050) | (748,417) | 876,205 | ||
Cash, beginning of period | $ 127,788 | $ 876,205 | 127,788 | 876,205 | 876,205 | |
Cash, end of period | 241,874 | 317,155 | 127,788 | 876,205 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Cash flows from operating activities: | ||||||
Net (loss) income | (117,170) | 231,872 | 144,177 | (84,486) | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 59,752 | 33,621 | 197,945 | 139,614 | ||
Loss on disposal of assets | (74,120) | 569,617 | ||||
Deferred rent | (2,766) | 5,534 | 11,960 | 10,400 | ||
(Increase) decrease in operating assets: | ||||||
Accounts receivable, net | (115,515) | (180,229) | (63,095) | 72,997 | ||
Other assets | (100) | (1,608) | (28,031) | (34,502) | ||
Security deposits | (5,521) | |||||
Increase (decrease) in operating liabilities: | ||||||
Accounts payable and accrued expenses | 60,391 | 75,237 | 29,608 | 9,664 | ||
Patient deposits | 138,956 | 126,628 | (3,232) | 104,110 | ||
Lease incentive obligation | (12,213) | (2,331) | 205,708 | |||
Net cash (used in) provided by operating activities | 11,335 | 288,724 | 1,064,658 | 212,277 | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (4,453) | (279,322) | (656,507) | (22,716) | ||
Proceeds of disposal of property and equipment | 346,500 | |||||
Net cash used in investing activities | (4,453) | (279,322) | (310,007) | (22,716) | ||
Cash flows from financing activities: | ||||||
Proceeds from notes payable | 100,000 | 100,000 | ||||
Payments on notes payable | (6,902) | (6,632) | (622,057) | (84,329) | ||
Proceeds from line of credit | 50,000 | 140,000 | 247,095 | |||
Payments on line of credit | (98) | (61,046) | (180,000) | (227,919) | ||
Payments on capital lease obligation | (6,306) | |||||
Distributions to stockholders | (20,000) | (200,000) | (140,000) | |||
Net cash (used in) provided by financing activities | 43,000 | 12,322 | (768,363) | (205,153) | ||
Net (decrease) increase in cash | 49,882 | 21,724 | (13,713) | (15,592) | ||
Cash, beginning of period | 15,994 | 29,706 | $ 15,994 | $ 29,706 | 29,706 | 45,299 |
Cash, end of period | $ 65,876 | $ 51,430 | $ 15,994 | $ 29,706 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (IMAC Regeneration Center of St Louis, LLC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||||
Net (loss) income | $ (2,895,747) | $ (649,534) | $ (916,532) | $ (397,440) | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 544,821 | 36,422 | 65,895 | |||
Deferred rent | 136,470 | 55,517 | 64,753 | |||
(Increase) decrease in operating assets: | ||||||
Accounts receivable, net | 547,667 | (194,386) | (208,416) | 305,000 | ||
Other assets | (330,285) | (37,994) | (90,296) | (2,743) | ||
Security deposits | (410,335) | (21,000) | (27,828) | |||
Increase (decrease) in operating liabilities: | ||||||
Accounts payable and accrued expenses | 826,149 | 90,337 | 53,673 | 2,991 | ||
Patient deposits | 719,831 | 100,122 | 130,906 | |||
Lease incentive obligation | 544,658 | 60,428 | ||||
Net cash provided by operating activities | (1,613,156) | (137,109) | (436,976) | (880,589) | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (2,405,999) | (492,812) | (546,470) | |||
Net cash used in investing activities | (2,058,351) | (441,650) | (472,515) | (421,603) | ||
Cash flows from financing activities: | ||||||
Proceeds from notes payable | 3,429,430 | 200,000 | 500,000 | |||
Payments on notes payable | (148,901) | (65,734) | (85,916) | |||
Proceeds from line of credit | 494,975 | 25,000 | ||||
Payments on line of credit | (140,000) | |||||
Net cash (used in) provided by financing activities | 3,785,593 | 19,709 | 161,074 | 2,178,397 | ||
Net (decrease) increase in cash | 114,086 | (559,050) | (748,417) | 876,205 | ||
Cash, beginning of period | $ 127,788 | $ 876,205 | 127,788 | 876,205 | 876,205 | |
Cash, end of period | 241,874 | 317,155 | 127,788 | 876,205 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||||
Cash flows from operating activities: | ||||||
Net (loss) income | (243,094) | 20,462 | 14,608 | (495,546) | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 39,036 | 27,104 | 134,563 | 70,979 | ||
Deferred rent | (1,750) | 33,259 | 65,700 | |||
(Increase) decrease in operating assets: | ||||||
Accounts receivable, net | (38,438) | 44,428 | 30,388 | 286,548 | ||
Other assets | 15,725 | (1,715) | 2,371 | (31,726) | ||
Security deposits | 50,000 | (504,814) | ||||
Increase (decrease) in operating liabilities: | ||||||
Accounts payable and accrued expenses | 165,196 | (33,077) | (51,059) | 90,507 | ||
Patient deposits | 79,901 | 4,556 | (42,567) | 205,743 | ||
Lease incentive obligation | (14,882) | (9,267) | 69,614 | 355,230 | ||
Net cash provided by operating activities | 1,694 | 52,491 | 241,178 | 42,621 | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (7,706) | (127,690) | (247,864) | (836,199) | ||
Net cash used in investing activities | (7,706) | (127,690) | (247,864) | (836,199) | ||
Cash flows from financing activities: | ||||||
Proceeds from notes payable | 881,387 | |||||
Payments on notes payable | (12,843) | (35,834) | (49,987) | (67,012) | ||
Payments on related party note payable | (79,212) | |||||
Proceeds from line of credit | 130,000 | 300,000 | ||||
Payments on line of credit | (150,000) | |||||
Net cash (used in) provided by financing activities | (12,843) | 94,166 | 20,801 | 814,375 | ||
Net (decrease) increase in cash | (18,856) | 18,967 | 14,115 | 20,797 | ||
Cash, beginning of period | 34,911 | 20,797 | $ 34,911 | $ 20,797 | 20,797 | |
Cash, end of period | $ 16,055 | $ 39,764 | $ 34,911 | $ 20,797 |
Statements of Cash Flows (Advan
Statements of Cash Flows (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||||
Net income | $ (2,116,284) | $ 63,036 | $ (57,181) | $ (380,797) | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 544,821 | 36,422 | 65,895 | |||
(Increase) decrease in operating assets: | ||||||
Accounts receivable, net | 547,667 | (194,386) | (208,416) | 305,000 | ||
Increase (decrease) in operating liabilities: | ||||||
Accounts payable and accrued expenses | 826,149 | 90,337 | 53,673 | 2,991 | ||
Net cash provided by operating activities | (1,613,156) | (137,109) | (436,976) | (880,589) | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (2,405,999) | (492,812) | (546,470) | |||
Net cash used in investing activities | (2,058,351) | (441,650) | (472,515) | (421,603) | ||
Cash flows from financing activities: | ||||||
Proceeds from notes payable | 3,429,430 | 200,000 | 500,000 | |||
Payments on notes payable | (148,901) | (65,734) | (85,916) | |||
Net cash used in financing activities | 3,785,593 | 19,709 | 161,074 | 2,178,397 | ||
Net (decrease) increase in cash | 114,086 | (559,050) | (748,417) | 876,205 | ||
Cash, beginning of period | $ 127,788 | $ 876,205 | 127,788 | 876,205 | 876,205 | |
Cash, end of period | 241,874 | 317,155 | 127,788 | 876,205 | ||
Supplemental cash flow information: | ||||||
Interest paid | 102,092 | 22,056 | 27,151 | |||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||||
Cash flows from operating activities: | ||||||
Net income | 47,816 | 40,392 | 122,780 | 130,074 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 8,147 | 9,318 | 17,930 | 25,460 | ||
(Increase) decrease in operating assets: | ||||||
Accounts receivable, net | (39,284) | (4,660) | (10,284) | 9,125 | ||
Prepaid expenses and other assets | (298) | 438 | (717) | |||
Increase (decrease) in operating liabilities: | ||||||
Accounts payable and accrued expenses | 34,104 | 865 | (13,016) | (31,584) | ||
Net cash provided by operating activities | 50,783 | 45,617 | 117,848 | 132,358 | ||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (8,997) | |||||
Net cash used in investing activities | (8,997) | |||||
Cash flows from financing activities: | ||||||
Proceeds from notes payable | 15,000 | |||||
Payments on notes payable | (1,773) | (1,000) | (1,359) | (3,500) | ||
Distributions to members | (75,355) | (74,303) | (121,717) | (109,287) | ||
Net cash used in financing activities | (77,128) | (75,303) | (123,076) | (97,787) | ||
Net (decrease) increase in cash | (26,345) | (29,686) | (5,228) | 25,574 | ||
Cash, beginning of period | 49,764 | 54,992 | $ 49,764 | $ 54,992 | 54,992 | 29,418 |
Cash, end of period | 23,419 | 25,306 | 49,764 | 54,992 | ||
Supplemental cash flow information: | ||||||
Interest paid | $ 3,272 | $ 2,445 | $ 4,929 | $ 4,657 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1 – Description of Business Effective June 1, 2018, the Company converted from IMAC Holdings, LLC a Kentucky Limited Liability Company to IMAC Holdings, Inc. a Delaware Corporation. This accounting change has been given retrospective treatment in the consolidated financial statements. IMAC Holdings, Inc. and its Affiliates (the “Company”) provide orthopedic therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has opened two (2) medical clinics located in Tennessee at December 31, 2017, and plans to expand in the Midwest and Southern United states. The Company has partnered with several well-known sports stars such as David Price in opening its medical clinics, with a focus around treating sports injuries. |
Description of Business (Integr
Description of Business (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Description of Business | Note 1 – Description of Business Effective June 1, 2018, the Company converted from IMAC Holdings, LLC a Kentucky Limited Liability Company to IMAC Holdings, Inc. a Delaware Corporation. This accounting change has been given retrospective treatment in the consolidated financial statements. IMAC Holdings, Inc. and its Affiliates (the “Company”) provide orthopedic therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has opened two (2) medical clinics located in Tennessee at December 31, 2017, and plans to expand in the Midwest and Southern United states. The Company has partnered with several well-known sports stars such as David Price in opening its medical clinics, with a focus around treating sports injuries. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Description of Business | Note 1 – Description of Business Integrated Medicine and Chiropractic Regeneration Center PSC (“IMAC Kentucky” or the “Company”) provides orthopedic therapies. Its outpatient medical clinics provide conservative, minimally invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. | Note 1 – Description of Business Integrated Medicine and Chiropractic Regeneration Center, PCS (“IMAC Kentucky” or the “Company”) provides orthopedic therapies. Its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. |
Description of Business (IMAC R
Description of Business (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Description of Business | Note 1 – Description of Business Effective June 1, 2018, the Company converted from IMAC Holdings, LLC a Kentucky Limited Liability Company to IMAC Holdings, Inc. a Delaware Corporation. This accounting change has been given retrospective treatment in the consolidated financial statements. IMAC Holdings, Inc. and its Affiliates (the “Company”) provide orthopedic therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has opened two (2) medical clinics located in Tennessee at December 31, 2017, and plans to expand in the Midwest and Southern United states. The Company has partnered with several well-known sports stars such as David Price in opening its medical clinics, with a focus around treating sports injuries. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Description of Business | Note 1 – Description of Business IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”) provides orthopedic therapies. Through its entities, its outpatient medical clinics provide conservative, minimally invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has partnered with Ozzie Smith in opening its medical clinics, with a focus around treating sports injuries. | Note 1 – Description of Business IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”) was formed in 2015 as a Limited Liability Company and provides orthopedic therapies. Through its entities, its outpatient medical clinics provide conservative, minimally invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has partnered with Ozzie Smith in opening its medical clinics, with a focus around treating sports injuries. |
Description of Business (Advant
Description of Business (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Description of Business | Note 1 – Description of Business Effective June 1, 2018, the Company converted from IMAC Holdings, LLC a Kentucky Limited Liability Company to IMAC Holdings, Inc. a Delaware Corporation. This accounting change has been given retrospective treatment in the consolidated financial statements. IMAC Holdings, Inc. and its Affiliates (the “Company”) provide orthopedic therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has opened two (2) medical clinics located in Tennessee at December 31, 2017, and plans to expand in the Midwest and Southern United states. The Company has partnered with several well-known sports stars such as David Price in opening its medical clinics, with a focus around treating sports injuries. | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Description of Business | Note 1 – Description of Business Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage” or the “Company”) provide physical and occupational therapy through its four clinics located in South Springfield, North Springfield, Monett, and Ozark, Missouri. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Management Services, LLC (“IMAC Management”), and IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as a minority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC of St. Louis and Clinic Management Associates of KY, LLC, an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (Advantage Therapy) and 70% of BioFirma LLC (BioFirma). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Management Services, LLC (“IMAC Management”), and IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as a minority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC of St. Louis and Clinic Management Associates of KY, LLC, an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (Advantage Therapy) and 70% of BioFirma LLC (BioFirma). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of IMAC Kentucky and the accounts of OLM, a real-estate variable interest entity which IMAC Kentucky is its primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Basis of Presentation The condensed consolidated financial statements have been prepared by the Company, without audit. In the opinion of the Company’s management, the financial statements reflect all adjustments (consisting of normal recurring adjustments, reclassifications and non-recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the period presented herein, but are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2018. Revenue Recognition The Company’s patient service revenue is derived from minimally invasive procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. The Company recognizes patient service revenue, net of contractual allowances, which are estimated based on the historical trend of cash collections and contractual write-offs. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. The Company’s service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017, the Company had no cash equivalents. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity, constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivables from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the three months ended March 31, 2018 and 2017, respectively. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $44,817 (unaudited) and $40,511 (unaudited) for the three months ended March 31, 2018 and 2017, respectively. Income Taxes The Company is a chapter S corporation and taxes are recognized and assessed at the shareholder level. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the combined consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the three months ended March 31, 2018 and 2017, respectively. Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842, takes effect for public entities on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right of use assets and liabilities on its consolidated financial statements when adopted. | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Kentucky and the accounts of OLM, a real-estate variable interest entity which IMAC Kentucky is its primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company had no cash equivalents. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivables from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets in 2017 and 2016. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $142,642 and $126,419 for the years ended December 31, 2017 and 2016, respectively. Income Taxes The Company is a chapter S corporation and taxes are recognized and assessed at the shareholder level. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016. Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842, takes effect for public entities January 1, 2019, and January 1, 2020 for private entities. Management believes the provisions of ASC Topic 842 will result in the recognition of lease assets and liabilities on its consolidated financial statements when adopted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Management Services, LLC (“IMAC Management”), and IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as a minority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC of St. Louis and Clinic Management Associates of KY, LLC, an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (Advantage Therapy) and 70% of BioFirma LLC (BioFirma). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The condensed financial statements have been prepared by the Company, without audit. In the opinion of the Company’s management, the financial statements reflect all adjustments (consisting of normal recurring adjustments, reclassifications and non-recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the period presented herein, but are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2018. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from minimally invasive procedures performed at the Company’s outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. The Company recognizes patient service revenue, net of contractual allowances, which are estimated based on the historical trend of our cash collections and contractual write-offs. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017, the Company had no cash equivalents. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity, constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the three months ended March 31, 2018 and 2017, respectively. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $202,541 and $121,040 for the year ended December 31, 2017 and December 31, 2016, respectively, and $72,489 (unaudited) and $36,226 (unaudited) for the three months ended March 31, 2018 and 2017, respectively. Income Taxes IMAC of St. Louis is a limited liability company taxed as a partnership. As a result, income taxes are passed through to the members. Accordingly, no provision for income taxes is reflected in the financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At March 31, 2018 and December 31, 2017, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. All tax years are open and subject to examination by the taxing authorities. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the combined consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the three months ended March 31, 2018 and 2017, respectively. Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842, takes effect for public entities on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right of use assets and liabilities on its financial statements when adopted. | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from minimally invasive procedures performed at the Company’s outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. The Company recognize patient service revenue, net of contractual allowances, which are estimated based on the historical trend of cash collections and contractual write-offs. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company had no cash equivalents. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets in 2017 and 2016. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $202,541 and $121,040 for the years ended December 31, 2017 and 2016, respectively. Income Taxes IMAC of St. Louis is a limited liability company taxed as a partnership. As a result, income taxes are passed through to the members. Accordingly, no provision for income taxes is reflected in the financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. All tax years are open and subject to examination by the taxing authorities. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016. Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Management Services, LLC (“IMAC Management”), and IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as a minority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC of St. Louis and Clinic Management Associates of KY, LLC, an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (Advantage Therapy) and 70% of BioFirma LLC (BioFirma). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third-party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of over estimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expenses) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the periods presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses were $16,191, $19,931 and $12,361 (unaudited) and $10,336 (unaudited) for the years ended December 31, 2017 and 2016 and the six months ended June 30, 2018 and 2017, respectively. Income Taxes The Company is a single member limited liability company. As a result, income tax liabilities are passed through to the individual member. Accordingly, no provision for income taxes is reflected in the financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and June 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the six months ended June 30, 2018. Recent Accounting Pronouncements The new revenue recognition accounting (“ASC”) Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its financial statements when adopted. Date of Management’s Review Management has evaluated subsequent events through October 18, 2018, which is the date the financial statements were available to be issued. |
Concentration of Credit Risks
Concentration of Credit Risks | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. Cash and cash equivalents in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution was $0, $626,205, and $0 for the years ended December 31, 2017, December 31, 2016 and the nine month period ended September 30, 2018. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % |
Concentration of Credit Risks (
Concentration of Credit Risks (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. Cash and cash equivalents in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution was $0, $626,205, and $0 for the years ended December 31, 2017, December 31, 2016 and the nine month period ended September 30, 2018. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. There were no balances in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution at March 31, 2018 and December 31, 2017, respectively. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations at and for the three months ended March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 46 % 46 % 53 % 53 % Medicare payment 22 % 22 % 24 % 24 % Insurance payment 32 % 32 % 24 % 24 % | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. There were no balances in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution for the years ended December 31, 2017 and 2016. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations at December 31: 2017 2016 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 47 % 47 % 27 % 27 % Medicare payment 25 % 25 % 27 % 27 % Insurance payment 28 % 28 % 46 % 46 % |
Concentration of Credit Risks_2
Concentration of Credit Risks (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. Cash and cash equivalents in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution was $0, $626,205, and $0 for the years ended December 31, 2017, December 31, 2016 and the nine month period ended September 30, 2018. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. Cash and cash equivalents in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution. There were no balances in excess of the FDIC coverage at March 31, 2018 and December 31, 2017, respectively. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations at and for the three months ended March 31: 2018 2017 (unaudited) (unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 58 % 58 % 59 % 59 % Medicare payment 19 % 19 % 19 % 19 % Insurance payment 23 % 23 % 22 % 22 % | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. Cash and cash equivalents in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution. There were no balances in excess of the FDIC coverage for the years ended December 31, 2017 and 2016. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations at December 31: 2017 2016 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 57 % 57 % 52 % 52 % Medicare payment 23 % 23 % 21 % 21 % Insurance payment 20 % 20 % 27 % 27 % |
Concentration of Credit Risks_3
Concentration of Credit Risks (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. Cash and cash equivalents in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution was $0, $626,205, and $0 for the years ended December 31, 2017, December 31, 2016 and the nine month period ended September 30, 2018. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Concentration of Credit Risks | Note 3 – Concentration of Credit Risks Cash The Company places its cash with high credit quality financial institutions. The Company had no cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $250,000 per financial institution for the years ended December 31, 2017, December 31, 2016 and the six month period ended June 30, 2018. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 |
Accounts Receivable (Integrated
Accounts Receivable (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) Gross accounts receivable $ 1,356,105 $ 876,381 Less: allowance for doubtful accounts and contractual adjustments 890,537 552,120 Accounts receivable, net $ 465,568 $ 324,261 | Note 4 – Accounts Receivable Accounts receivable consisted of the following at December 31: 2017 2016 Gross accounts receivable $ 876,381 $ 1,044,768 Less: allowance for doubtful accounts and contractual adjustments 552,120 814,919 Accounts receivable, net $ 324,261 $ 229,849 |
Accounts Receivable (IMAC Regen
Accounts Receivable (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | ||
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) Gross accounts receivable $ 698,884 $ 545,482 Less: allowance for doubtful accounts and contractual adjustments 477,382 362,418 Accounts receivable, net $ 221,502 $ 183,064 | Note 4 – Accounts Receivable Accounts receivable consisted of the following at December 31: 2017 2016 Gross accounts receivable $ 545,482 $ 741,152 Less: allowance for doubtful accounts and contractual adjustments 362,418 527,700 Accounts receivable, net $ 183,064 $ 213,452 |
Accounts Receivable (Advantage
Accounts Receivable (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Accounts Receivable | Note 4 – Accounts Receivable Accounts receivable consisted of the following at December 31: December 31, June 30, 2017 2016 2018 (unaudited) Gross accounts receivable $ 359,055 $ 369,764 $ 398,339 Less: allowance for doubtful accounts and contractual adjustments (165,321 ) (186,314 ) (165,321 ) Accounts receivable, net $ 193,734 $ 183,450 $ 233,018 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 5 – Business Acquisitions During June 2018, the Company acquired two companies for an aggregate consideration of approximately $6.1 million, to be paid in cash and equity. The operating results of these two companies have been included in the Company’s consolidated financial statements from their dates of acquisition. The Company accounted for the transactions as business combinations, and has allocated the purchase consideration to the net assets acquired based on estimated fair values. In addition, during June 2018, the Company acquired the non-controlling interest held in a majority-owned subsidiary for $300,000. During August 2018, the Company acquired two companies for an aggregate consideration of approximately $900,000, to be paid in cash and equity. The operating results of these two companies have been included in the Company’s consolidated financial statements from their dates of acquisition. The Company accounted for the transactions as business combinations, and has allocated the purchase consideration to the net assets acquired based on estimated fair values. IMAC Regeneration Center, PSC On June 29, 2018 our subsidiary, IMAC Management Services LLC, completed a merger with Clinic Management Associates of KY LLC (“CMA of KY”). CMA of KY merged with and into IMAC Management Services LLC. CMA of KY ceased corporate existence and IMAC Management Services LLC continues as the surviving corporation. Through this merger, IMAC Management Services, LLC has a long-term Management Services Agreement to provide exclusive comprehensive management and related administrative services to Integrated Medicine and Chiropractic Regeneration Center PSC, an entity engaged in the practice of medicine through physicians and nurse practitioners. The Company has committed to pay approximately $4.6 million in stock to the previous owners of CMA of KY. Under the Management Services Agreement, the Company will receive service fees based on the cost of the services we provide, plus a specified markup percentage, and a discretionary annual bonus. The Company has included the consolidated financial results of Integrated Medicine and Chiropractic Regeneration Center, PSC in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material. The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of tangible and intangible assets acquired and liabilities assumed: Fair Value Intangible assets $ 4,224,113 Property and equipment 607,257 Deposit 5,521 Line of credit (119,902 ) Notes payable (118,413 ) Net Assets Acquired $ 4,598,576 The identifiable intangible assets acquired represents the Management Service Agreement, which entitles the Company with the right to control all non-medical development, management and administrative services associated with the operations and economics of the Integrated Medicine and Chiropractic Regeneration Center PSC. IMAC of St. Louis, LLC On June 1, 2018 the Company acquired the remaining 64% membership interest in IMAC of St. Louis, LLC not already owned by us, increasing the Company’s ownership to 100%. IMAC of St. Louis, LLC operates two (2) Ozzie Smith Centers in Missouri. Pursuant to the terms of a Unit Purchase Agreement, the Company agreed to pay the current owners, upon the closing of our IPO offering, an amount equal to 1.05 times the total collections from payments at the Centers on account of regeneration-related services and associated products from the period from June 1, 2017 to May 31, 2018, which is estimated to be approximately $1,490,632. The purchase consideration will be payable $1,000,000 in cash and $490,632 in the form of shares of our common stock based on the price per share in the IPO offering. The Company has included the financial results of IMAC of St. Louis LLC in the consolidated financial statements from June 1, 2018, the date of acquisition. The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of intangible assets acquired: Fair Value Useful Life Non Compete $ 1,591,507 3 years Total intangible assets subject to amortization $ 1,591,507 IMAC Regeneration Management of Nashville, LLC Also, on June 1, 2018 the Company acquired the remaining 25% of the outstanding units of the limited liability company membership interests not already owned by the Company in IMAC Regeneration Management of Nashville, LLC for $300,000 and will be payable $110,000 in cash and $190,000 in the form of shares of our common stock based on the price per share in the IPO offering. The purchase price consideration in excess of the non-controlling interest acquired was recorded in earnings. Advantage Hand Therapy and Orthopedic Rehabilitation, LLC On August 1, the Company entered into an agreement to purchase all outstanding membership units of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC. The purchase price for the interests was equal to the dollar amount represented by .7 times the total Collections from payments for service in the Company account from June 1, 2017 to May 31, 2018. The purchase price is estimated to be approximately $892,000, of which $870,000 and $22,000 will be payable in equity and cash, respectively. The Company has included the financial results of Advantage Hand in the consolidated financial statements from August 1, 2018, the date of acquisition. The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of intangible assets acquired: Fair Value Intangible assets $ 750,189 Cash 45,736 Accounts Receivable, net 203,123 Other Assets 6,159 Property and equipment 18,647 Accounts Payable (50,947 ) Note Payable (79,975 ) Net Assets Acquired $ 892,931 BioFirma, LLC On August 1, 2018, the Company entered into an agreement to purchase 70% of all outstanding membership units of BioFirma LLC. The purchase price for the interests was $1,000 paid in cash. BioFirma owns a trademark on NeoCyte, an umbilical cord-derived mononuclear cell product following FDA cGMP regulations. The Company has committed up to $5,00,000 of offering proceeds for further research and development of NeoCyte and other regenerative medicine products. The Company has included the financial results of BioFirma in the consolidated financial statements from August 1, 2018, the date of acquisition. The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of intangible assets acquired: Fair Value Intangible assets $ 1,429 Non-Controlling interest (429 ) Net Assets Acquired $ 1,000 Pro Forma Results of Operations (Unaudited) The consolidated pro forma information presented below gives effect to the June 29, 2018 acquisition of Clinic Management Associates of KY, LLC, the June 1, 2018 acquisition of IMAC of St. Louis, LLC, the August 1, 2018 acquisitions of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC and BioFirma, LLC and the June 1, 2018 acquisition of the non-controlling interest in IMAC Regeneration Management of Nashville, LLC as if the transactions had occurred on January 1, 2016. Year ended Nine months ended December 31 December 31 September 30 2016 2017 2018 Net revenue $ 5,415,415 $ 9,596,315 $ 7,243,289 Net loss from continuing operations (2,006,672 ) (1,519,731 ) (4,059,674 ) Net loss $ (2,207,956 ) $ (2,187,530 ) $ (4,155,785 ) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 In March 2018, the Company purchased real estate in Lexington Kentucky for the development of an IMAC facility for approximately $1.2 million. The Company funded the purchase with a short term loan which will be replaced with a 15-year mortgage commitment. Depreciation was $65,895 and $0 for the years ended December 31, 2017 and 2016 and $220,628 (unaudited) and $36,422 (unaudited) for the nine months ended September 30, 2018 and 2017. |
Property and Equipment (Integra
Property and Equipment (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 In March 2018, the Company purchased real estate in Lexington Kentucky for the development of an IMAC facility for approximately $1.2 million. The Company funded the purchase with a short term loan which will be replaced with a 15-year mortgage commitment. Depreciation was $65,895 and $0 for the years ended December 31, 2017 and 2016 and $220,628 (unaudited) and $36,422 (unaudited) for the nine months ended September 30, 2018 and 2017. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Property and Equipment | Note 5 – Property and Equipment Property and equipment consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: Estimated Useful Life in Years 2018 2017 (unaudited) Computers 3 $ 23,015 $ 23,015 Machinery and equipment 5 797,608 792,988 Office equipment 5 36,328 36,328 Office furniture and fixtures 5 56,448 56,449 Rehab equipment 5 196,428 196,427 Vehicles 3 6,000 6,000 Leasehold improvements Shorter of asset or lease term 468,146 468,146 Total property and equipment 1,583,973 1,579,353 Less: accumulated depreciation (930,307 ) (870,555 ) Total property and equipment, net $ 653,666 $ 708,798 Depreciation and amortization was $59,752 (unaudited) and $29,271(unaudited) for the three months ended March 31, 2018 and 2017, respectively. | Note 5 – Property and Equipment Estimated Useful Life in Years 2017 2016 Land - $ - $ 172,379 Building 40 - 695,931 Computers 3 23,015 23,015 Machinery and equipment 5 792,988 667,780 Office equipment 5 36,328 18,067 Office furniture and fixtures 5 56,448 56,448 Rehab equipment 5 196,427 103,089 Vehicles 3 6,000 6,000 Leasehold improvements Shorter of asset or lease term 468,146 105,707 Total property and equipment 1,579,352 1,848,416 Less: accumulated depreciation (870,555 ) (742,684 ) Total property and equipment, net $ 708,797 $ 1,105,732 Depreciation and amortization was $197,945 and $139,614 for the years ended December 31, 2017 and 2016, respectively. |
Property and Equipment (IMAC Re
Property and Equipment (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 In March 2018, the Company purchased real estate in Lexington Kentucky for the development of an IMAC facility for approximately $1.2 million. The Company funded the purchase with a short term loan which will be replaced with a 15-year mortgage commitment. Depreciation was $65,895 and $0 for the years ended December 31, 2017 and 2016 and $220,628 (unaudited) and $36,422 (unaudited) for the nine months ended September 30, 2018 and 2017. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Property and Equipment | Note 5 – Property and Equipment Property and equipment consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: Estimated Useful Life in Years 2018 2017 (unaudited) Computers 3 $ 5,713 $ 5,713 Machinery and equipment 5 296,086 294,320 Office furniture and fixtures 5 10,828 10,828 Signs 5 20,260 20,260 Leasehold improvements Shorter of asset or lease term 758,882 752,943 Total property and equipment 1,091,769 1,084,064 Less: accumulated depreciation (244,578 ) (205,543 ) Total property and equipment, net $ 847,191 $ 878,521 Depreciation and amortization was $39,036 (unaudited) and $27,104 (unaudited) for the three months ended March 31, 2018 and 2017, respectively. | Note 5 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated Useful Life in Years 2017 2016 Computers 3 $ 5,713 $ 5,713 Machinery and equipment 5 294,320 166,503 Office furniture and fixtures 5 10,828 10,828 Signs 5 20,260 20,260 Leasehold improvements Shorter of asset or lease term 752,942 632,895 Total property and equipment 1,084,063 836,199 Less: accumulated depreciation (205,543 ) (70,979 ) Total property and equipment, net $ 878,520 $ 765,220 Depreciation and amortization was $134,563 and $70,979 for the years ended December 31, 2017 and 2016, respectively. |
Property and Equipment (Advanta
Property and Equipment (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 In March 2018, the Company purchased real estate in Lexington Kentucky for the development of an IMAC facility for approximately $1.2 million. The Company funded the purchase with a short term loan which will be replaced with a 15-year mortgage commitment. Depreciation was $65,895 and $0 for the years ended December 31, 2017 and 2016 and $220,628 (unaudited) and $36,422 (unaudited) for the nine months ended September 30, 2018 and 2017. | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Property and Equipment | Note 5 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated December 31 June 30 Useful Life in Years 2017 2016 2018 (unaudited) Leasehold improvements Shorter of asset or lease term $ 47,597 $ 47,597 $ 47,597 Medical equipment 5 245,214 245,214 245,214 Office furniture and fixtures 7 26,476 26,476 26,476 Computers 1.5 32,726 32,726 32,726 Vehicles 5 63,067 63,067 63,067 Total property and equipment 415,080 415,080 415,080 Less: accumulated depreciation (386,510 ) (368,580 ) (394,058 ) Property and equipment, net $ 28,570 $ 46,500 $ 21,022 Depreciation was $17,930 and $25,460 for the years ended December 31, 2017 and 2016 and $8,148 (unaudited) and $9,318 (unaudited) for the six months ended June 30, 2018 and 2017. |
Intangibles Assets
Intangibles Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets | Note 7 – Intangibles Assets Intangible assets that were acquired in connection with the acquisition transactions (Note5) during 2018: September 30, 2018 (Unaudited) Accumulated Cost Amortization Net Intangible assets: Management service agreement 4,975,731 (147,360 ) 4,828,371 Non compete agreement 1,591,507 (176,834 ) 1,414,673 Total intangible assets $ 6,567,238 $ (324,194 ) $ 6,243,044 Estimated future amortization of intangible assets is as follows: Years Ending December 31, 2018 (three months) $ 230,461 2019 733,941 2020 733,941 2021 398,383 2022 140,804 Thereafter 4,005,513 $ 6,243,044 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Operating Leases | Note 8 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2027. Certain leases contain renewal options. Rent expense for the operating leases was $191,758 and $0 during the years ended December 31, 2017 and 2016 and $401,0177 (unaudited) and $114,670 (unaudited) during the nine months ended September 30, 2018 and 2017. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 |
Operating Leases (Integrated Me
Operating Leases (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Operating Leases | Note 8 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2027. Certain leases contain renewal options. Rent expense for the operating leases was $191,758 and $0 during the years ended December 31, 2017 and 2016 and $401,0177 (unaudited) and $114,670 (unaudited) during the nine months ended September 30, 2018 and 2017. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Operating Leases | Note 6 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2024. Certain leases contain renewal options. Rent expense for the operating leases was $49,067 (unaudited) and $45,850 (unaudited) during the three months ended March 31, 2018 and 2017, respectively. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at March 31, 2018 (unaudited): Years Ending December 31, Amount 2018 (9 months) $ 182,193 2019 242,924 2020 202,698 2021 70,980 2022 74,923 Thereafter 88,331 Total $ 862,049 | Note 6 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2024. Certain leases contain renewal options. Rent expense for the operating leases was $191,760 and $149,189 during the years ended December 31, 2017 and 2016, respectively. Years Ending December 31, Amount 2018 $ 242,924 2019 242,924 2020 202,698 2021 70,980 2022 74,923 Thereafter 88,331 Total $ 922,780 |
Operating Leases (IMAC Regenera
Operating Leases (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Operating Leases | Note 8 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2027. Certain leases contain renewal options. Rent expense for the operating leases was $191,758 and $0 during the years ended December 31, 2017 and 2016 and $401,0177 (unaudited) and $114,670 (unaudited) during the nine months ended September 30, 2018 and 2017. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Operating Leases | Note 6 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2026. Certain leases contain renewal options. Rent expense for the operating leases was $65,376 (unaudited) and $53,874 (unaudited) during the three months ended March 31, 2018 and 2017, respectively. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at March 31, 2018 (unaudited): Years Ending December 31, Amount 2018 (9 months) $ 191,150 2019 254,866 2020 254,866 2021 260,341 2022 253,565 Thereafter 753,360 Total $ 1,968,148 | Note 6 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2026. Certain leases contain renewal options. Years Ending December 31, Amount 2018 $ 254,866 2019 254,866 2020 254,866 2021 260,341 2022 253,565 Thereafter 753,360 Total $ 2,031,864 |
Operating Leases (Advantage Han
Operating Leases (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Operating Leases | Note 8 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2027. Certain leases contain renewal options. Rent expense for the operating leases was $191,758 and $0 during the years ended December 31, 2017 and 2016 and $401,0177 (unaudited) and $114,670 (unaudited) during the nine months ended September 30, 2018 and 2017. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Operating Leases | Note 6 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2027. Certain leases contain renewal options. Rent expense for the operating leases was $84,717 and $80,007 during the years ended December 31, 2017 and 2016 and $38,622 (unaudited) and $48,806 (unaudited) during the six months ended June 30, 2018 and 2017. The required future minimum lease payments under the remaining non-cancelable operating leases consisted of the following at June 30, 2018: Years Ending December 31, 2018 (six months) $ 36,252 2019 57,252 2020 33,250 2021 4,500 $ 131,254 |
Lines of Credit
Lines of Credit | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Lines of Credit | Note 9 – Lines of Credit IMAC St. Louis, LLC has a $150,000 line of credit with a financial institution that matures on November 15, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $150,000, $0 and $0 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). IMAC Nashville, PC has a $150,000 line of credit with a financial institution that matures on October 15, 2018. The line bears interest at 6.50% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $25,000, $0, and $150,000 balance at December 31, 2017 and 2016 and September 30, 2018 (unaudited). Integrated Medicine and Chiropractic Regeneration Center PSC has a $150,000 line of credit with a financial institution that matures on August 1, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the IMAC KY PC’s assets and personally guaranteed by the members. The LOC had a $100,000, $140,000 and $150,000 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). Advantage Hand Therapy and Orthopedic Rehabilitation, LLC has a $100,000 line of credit with a financial institution that matures on November 20, 2020. The line bears interest at a variable rate which is currently 6.0% per annum. The line is secured by Advantage Therapy’s accounts receivable and other IMAC Holdings assets. The LOC had a $79,975 balance at September 30, 2018 (unaudited). |
Lines of Credit (Integrated Med
Lines of Credit (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Lines of Credit | Note 9 – Lines of Credit IMAC St. Louis, LLC has a $150,000 line of credit with a financial institution that matures on November 15, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $150,000, $0 and $0 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). IMAC Nashville, PC has a $150,000 line of credit with a financial institution that matures on October 15, 2018. The line bears interest at 6.50% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $25,000, $0, and $150,000 balance at December 31, 2017 and 2016 and September 30, 2018 (unaudited). Integrated Medicine and Chiropractic Regeneration Center PSC has a $150,000 line of credit with a financial institution that matures on August 1, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the IMAC KY PC’s assets and personally guaranteed by the members. The LOC had a $100,000, $140,000 and $150,000 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). Advantage Hand Therapy and Orthopedic Rehabilitation, LLC has a $100,000 line of credit with a financial institution that matures on November 20, 2020. The line bears interest at a variable rate which is currently 6.0% per annum. The line is secured by Advantage Therapy’s accounts receivable and other IMAC Holdings assets. The LOC had a $79,975 balance at September 30, 2018 (unaudited). | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Lines of Credit | Note 7 – Lines of Credit IMAC Kentucky has a $150,000 line of credit with a financial institution that matures on August 1, 2018. The line bears interest at 4.25% per annum (The LOC has a balance of $149,902 (unaudited) and $100,000 at March 31, 2018 and December 31, 2017, respectively). The line is secured by substantially all of the Company’s assets and personally guaranteed by the owners. | Note 7 – Line of Credit IMAC Western Kentucky, PC has a $150,000 line of credit with a financial institution that matures on August 1, 2018. The line bears interest at 4.25% per annum (The LOC has a $100,000 and $140,000 balance at December 31, 2017 and 2016, respectively). The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. |
Lines of Credit (IMAC Regenerat
Lines of Credit (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Lines of Credit | Note 9 – Lines of Credit IMAC St. Louis, LLC has a $150,000 line of credit with a financial institution that matures on November 15, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $150,000, $0 and $0 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). IMAC Nashville, PC has a $150,000 line of credit with a financial institution that matures on October 15, 2018. The line bears interest at 6.50% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $25,000, $0, and $150,000 balance at December 31, 2017 and 2016 and September 30, 2018 (unaudited). Integrated Medicine and Chiropractic Regeneration Center PSC has a $150,000 line of credit with a financial institution that matures on August 1, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the IMAC KY PC’s assets and personally guaranteed by the members. The LOC had a $100,000, $140,000 and $150,000 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). Advantage Hand Therapy and Orthopedic Rehabilitation, LLC has a $100,000 line of credit with a financial institution that matures on November 20, 2020. The line bears interest at a variable rate which is currently 6.0% per annum. The line is secured by Advantage Therapy’s accounts receivable and other IMAC Holdings assets. The LOC had a $79,975 balance at September 30, 2018 (unaudited). | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Lines of Credit | Note 7 – Lines of Credit IMAC St. Louis, LLC has a $150,000 line of credit with a financial institution that matures on November 15, 2018. The line bears interest at 4.25% per annum (The LOC has a $150,000 balance at March 31, 2018). The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. | Note 7 – Lines of Credit IMAC St. Louis, LLC has a $150,000 line of credit with a financial institution that matures on November 15, 2018. The line bears interest at 4.25% per annum (The LOC has a $150,000 balance at December 31, 2017). The line is secured by substantially all of the Company’s assets and is personally guaranteed by the members. |
Line of Credit (Advantage Hand
Line of Credit (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Line of Credit | Note 9 – Lines of Credit IMAC St. Louis, LLC has a $150,000 line of credit with a financial institution that matures on November 15, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $150,000, $0 and $0 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). IMAC Nashville, PC has a $150,000 line of credit with a financial institution that matures on October 15, 2018. The line bears interest at 6.50% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $25,000, $0, and $150,000 balance at December 31, 2017 and 2016 and September 30, 2018 (unaudited). Integrated Medicine and Chiropractic Regeneration Center PSC has a $150,000 line of credit with a financial institution that matures on August 1, 2018. The line bears interest at 4.25% per annum. The line is secured by substantially all of the IMAC KY PC’s assets and personally guaranteed by the members. The LOC had a $100,000, $140,000 and $150,000 balance at December 31, 2017 and 2016, and at September 30, 2018 (unaudited). Advantage Hand Therapy and Orthopedic Rehabilitation, LLC has a $100,000 line of credit with a financial institution that matures on November 20, 2020. The line bears interest at a variable rate which is currently 6.0% per annum. The line is secured by Advantage Therapy’s accounts receivable and other IMAC Holdings assets. The LOC had a $79,975 balance at September 30, 2018 (unaudited). | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Line of Credit | Note 7 – Line of Credit The Company has a $100,000 line of credit with a financial institution that matures on November 20, 2020. The line bears interest at 4.25% per annum. The line is secured by substantially all of the Company’s assets and personally guaranteed by the member. The LOC had a $83,138, $84,497 and $81,365 balance at December 31, 2017 and 2016, and at June 30, 2018 (unaudited). |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10-Notes Payable December 31 September 30 2017 2016 2018 (unaudited) On June 1, 2018, the Company entered into a note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing note payable with this entity in the amount of $379,676 has been combined into the new note payable. The note carries an interest rate of 10% per annum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation and execution of the offering, equipment and construction costs related to new clinic locations, and potential acquisition expenses. $ 414,084 $ 500,000 $ 984,426 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of the Company’s members. 200,000 - 131,984 In January 2018, the Company commenced a private placement of up to $2 million of convertible notes, of which approximately $1.73 million has been subscribed as of March 6, 2018. The convertible notes accrue interest at 4% and mature in January 2019. The notes may be converted to equity at or prior to maturity at a 20% discount to the per share price of a sale of equity securities. At the time of issuance of the convertible notes, the Company was unable to calculate the amount of a beneficial conversion (“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by the Company. Once the Qualified Financing has occurred, the Company will recognize the BCF and related interest charge associated with the discount, and the BCF will be classified as a liability if it meets the conditions for derivative treatment at the time of recognition. - - 1,530,000 In March 2018, the Company entered into a $1.2 million loan agreement with a financial institution to purchase real estate in Lexington, Kentucky for the development of an IMAC facility. The loan agreement is for 6-months and carries an interest rate 3.35%. The maturity of this note has been extended to December 31, 2018. - - 1,232,500 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. - - 108,214 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. - - 117,214 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. - - 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. - - 28,987 614,084 500,000 4,213,325 Less: current portion: (157,932 ) - (3,855,628 ) $ 456,152 $ 500,000 $ 357,697 Principal maturities of notes payable are as follows at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 3,855,628 2019 106,554 2020 86,081 2021 73,147 2022 43,935 Thereafter 47,980 Total $ 4,213,325 |
Notes Payable (Integrated Medic
Notes Payable (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Notes Payable | Note 10-Notes Payable December 31 September 30 2017 2016 2018 (unaudited) On June 1, 2018, the Company entered into a note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing note payable with this entity in the amount of $379,676 has been combined into the new note payable. The note carries an interest rate of 10% per annum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation and execution of the offering, equipment and construction costs related to new clinic locations, and potential acquisition expenses. $ 414,084 $ 500,000 $ 984,426 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of the Company’s members. 200,000 - 131,984 In January 2018, the Company commenced a private placement of up to $2 million of convertible notes, of which approximately $1.73 million has been subscribed as of March 6, 2018. The convertible notes accrue interest at 4% and mature in January 2019. The notes may be converted to equity at or prior to maturity at a 20% discount to the per share price of a sale of equity securities. At the time of issuance of the convertible notes, the Company was unable to calculate the amount of a beneficial conversion (“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by the Company. Once the Qualified Financing has occurred, the Company will recognize the BCF and related interest charge associated with the discount, and the BCF will be classified as a liability if it meets the conditions for derivative treatment at the time of recognition. - - 1,530,000 In March 2018, the Company entered into a $1.2 million loan agreement with a financial institution to purchase real estate in Lexington, Kentucky for the development of an IMAC facility. The loan agreement is for 6-months and carries an interest rate 3.35%. The maturity of this note has been extended to December 31, 2018. - - 1,232,500 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. - - 108,214 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. - - 117,214 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. - - 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. - - 28,987 614,084 500,000 4,213,325 Less: current portion: (157,932 ) - (3,855,628 ) $ 456,152 $ 500,000 $ 357,697 Principal maturities of notes payable are as follows at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 3,855,628 2019 106,554 2020 86,081 2021 73,147 2022 43,935 Thereafter 47,980 Total $ 4,213,325 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Notes Payable | Note 8 – Notes Payable Notes payable consisted of the following at March 31(unaudited): 2018 2017 (unaudited) Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. $ 80,000 $ 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. 43,087 49,989 123,087 129,989 Less: current portion (48,412 ) (49,989 ) Total notes payable, net $ 74,675 $ 80,000 Principal maturities of notes payable at March 31, 2018 (unaudited) are as follows: Years Ending December 31, Amount 2018 (9 months) $ 48,412 2019 34,675 2020 20,000 2021 20,000 Total $ 123,087 | Note 8 – Notes Payable 2017 2016 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. $ 80,000 $ - Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. 49,989 76,950 Mortgage note payable to a financial institution in the amount of $963,050 dated December 11, 2013. The note required 120 monthly installments of principal and interest at 4.95%. The note was repaid in December 2017. - 575,096 129,989 652,046 Less: current portion (49,989 ) (76,950 ) Total notes payable, net $ 80,000 $ 575,096 |
Notes Payable (IMAC Regeneratio
Notes Payable (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Notes Payable | Note 10-Notes Payable December 31 September 30 2017 2016 2018 (unaudited) On June 1, 2018, the Company entered into a note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing note payable with this entity in the amount of $379,676 has been combined into the new note payable. The note carries an interest rate of 10% per annum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation and execution of the offering, equipment and construction costs related to new clinic locations, and potential acquisition expenses. $ 414,084 $ 500,000 $ 984,426 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of the Company’s members. 200,000 - 131,984 In January 2018, the Company commenced a private placement of up to $2 million of convertible notes, of which approximately $1.73 million has been subscribed as of March 6, 2018. The convertible notes accrue interest at 4% and mature in January 2019. The notes may be converted to equity at or prior to maturity at a 20% discount to the per share price of a sale of equity securities. At the time of issuance of the convertible notes, the Company was unable to calculate the amount of a beneficial conversion (“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by the Company. Once the Qualified Financing has occurred, the Company will recognize the BCF and related interest charge associated with the discount, and the BCF will be classified as a liability if it meets the conditions for derivative treatment at the time of recognition. - - 1,530,000 In March 2018, the Company entered into a $1.2 million loan agreement with a financial institution to purchase real estate in Lexington, Kentucky for the development of an IMAC facility. The loan agreement is for 6-months and carries an interest rate 3.35%. The maturity of this note has been extended to December 31, 2018. - - 1,232,500 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. - - 108,214 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. - - 117,214 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. - - 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. - - 28,987 614,084 500,000 4,213,325 Less: current portion: (157,932 ) - (3,855,628 ) $ 456,152 $ 500,000 $ 357,697 Principal maturities of notes payable are as follows at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 3,855,628 2019 106,554 2020 86,081 2021 73,147 2022 43,935 Thereafter 47,980 Total $ 4,213,325 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Notes Payable | Note 8 – Notes Payable Notes payable consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. $ 113,789 $ 116,525 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. 137,755 147,863 251,544 264,388 Less: current portion: (52,814 ) (52,236 ) $ 198,730 $ 212,152 Principal maturities of notes payable at March 31, 2018 (unaudited) are as follows: Years Ending December 31, Amount 2018 (9 months) $ 39,392 2019 54,587 2020 57,047 2021 32,143 2022 13,615 Thereafter 54,760 Total $ 251,544 | Note 8-Notes Payable 2017 2016 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. $ 116,525 $ 127,134 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. 147,863 187,241 264,388 314,375 Less: current portion: (52,236 ) (49,987 ) $ 212,152 $ 264,388 Principal maturities of notes payable at December 31, 2017 are as follows: Years Ending December 31, Amount 2018 $ 52,236 2019 54,587 2020 57,047 2021 32,143 2022 13,615 Thereafter 54,760 Total $ 264,388 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions From time to time, the Company advances funds to, and receives funds from, entities with common ownership. At December 31, 2017 and 2016 and September 30, 2018, the amounts owed to related parties was $95,501, $48,099 and $0, respectively. The Company contracts with SpeakLife to provide staff training and patient advocacy services for $99,000 per year. SpeakLife is owned by Dr. Brame. The Company contracts with UCI to provide marketing services to chiropractic practitioners and sources opportunities to expand chiropractic practices into regenerative medicine for $144,000 per year. UCI is owned by the spouse of Dr. Wallis. |
Related Party Transactions (Int
Related Party Transactions (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions | Note 11 – Related Party Transactions From time to time, the Company advances funds to, and receives funds from, entities with common ownership. At December 31, 2017 and 2016 and September 30, 2018, the amounts owed to related parties was $95,501, $48,099 and $0, respectively. The Company contracts with SpeakLife to provide staff training and patient advocacy services for $99,000 per year. SpeakLife is owned by Dr. Brame. The Company contracts with UCI to provide marketing services to chiropractic practitioners and sources opportunities to expand chiropractic practices into regenerative medicine for $144,000 per year. UCI is owned by the spouse of Dr. Wallis. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Related Party Transactions | Note 9 – Related Party Transactions The Company contracts with SpeakLife to provide staff training and patient advocacy services for $99,000 per year. SpeakLife is owned by one of the Company’s founders. The Company contracts with UCI to provide marketing services to chiropractic practitioners and sources opportunities to expand chiropractic practices into regenerative medicine for $144,000 per year. UCI is owned by the spouse of one of the Company’s founders. At March 31, 2018 and December 31, 2017, the Company has receivable amounts outstanding from entities which are related to the Company by common ownership. Amounts due to the Company amounted to $41,060 (unaudited) and $99,832 at March 31, 2018 and December 31, 2017, respectively. | Note 9 – Related Party Transactions IMAC Kentucky advanced monies to and leased real estate from OLM, a related company. OLM is a variable interest entity, formed by a founder and a spouse of one of the founders of the Company to purchase real estate for expansion of the Kentucky medical clinic. In 2017, OLM decided to not develop the real estate, which was sold. The Company sustained the loss related to the real estate sale. The financial statements of OLM have been included in the consolidated financial statements since IMAC of Kentucky was deemed the primary beneficiary of OLM. The Company contracts with SpeakLife to provide staff training and patient advocacy services for $99,000 per year. SpeakLife is owned by one of the Company’s founders. The Company contracts with UCI to provide marketing services to chiropractic practitioners and sources opportunities to expand chiropractic practices into regenerative medicine for $144,000 per year. UCI is owned by the spouse of one of the Company’s founders. As of December 31, 2017, the Company has the following receivable amounts outstanding from entities. These entities are related to the Company by common ownership. Amount IMAC Holdings, LLC $ 52,968 IMAC Regeneration Management of Nashville LLC 44,285 IMAC Regeneration Center of St. Louis LLC 2,579 $ 99,832 |
Related Party Transactions (IMA
Related Party Transactions (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions | Note 11 – Related Party Transactions From time to time, the Company advances funds to, and receives funds from, entities with common ownership. At December 31, 2017 and 2016 and September 30, 2018, the amounts owed to related parties was $95,501, $48,099 and $0, respectively. The Company contracts with SpeakLife to provide staff training and patient advocacy services for $99,000 per year. SpeakLife is owned by Dr. Brame. The Company contracts with UCI to provide marketing services to chiropractic practitioners and sources opportunities to expand chiropractic practices into regenerative medicine for $144,000 per year. UCI is owned by the spouse of Dr. Wallis. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Related Party Transactions | Note 9 – Related Party Transactions From time to time, the Company advances funds to, and receives funds from, entities with common ownership. At March 31, 2018 and December 31, 2017, the amounts owed to related parties was $128,593 (unaudited) and $4,331, respectively. | Note 9 – Related Party Transactions The Company owes the following amounts as of December 31, 2017 to the following related entities. These entities are related based on common ownership with the Company: Amount Facility $ 1,753 IMAC Holdings, LLC 2,577 Integrated Medicine and Chiropractic Regeneration Center PC $ 4,330 This balance in included within accounts payable and accrued expenses on the balance sheets. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12 – Shareholders’ Equity Prior to the Company’s conversion to a corporation, the Company had 400 member units authorized with 365 units issued and outstanding. On June 1, 2018, the Company converted its 365 outstanding member units into 6,582,737 shares of common stock with a $0.001 par value. The conversion has been given retrospective treatment. During 2016, the Company issued 2,524,885 shares of common stock for cash in the amount of $1,350,000, and 360,698 shares of common stock for services valued at $150,000. During 2017, the Company issued 90,174 shares of common stock for services valued at $37,500. The Company also has entered into certain agreements which may entitle or require the Company to settle its obligations through the issuance of common stock. See note 14. |
Members' Equity (IMAC Regenerat
Members' Equity (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Members' Equity | Note 12 – Shareholders’ Equity Prior to the Company’s conversion to a corporation, the Company had 400 member units authorized with 365 units issued and outstanding. On June 1, 2018, the Company converted its 365 outstanding member units into 6,582,737 shares of common stock with a $0.001 par value. The conversion has been given retrospective treatment. During 2016, the Company issued 2,524,885 shares of common stock for cash in the amount of $1,350,000, and 360,698 shares of common stock for services valued at $150,000. During 2017, the Company issued 90,174 shares of common stock for services valued at $37,500. The Company also has entered into certain agreements which may entitle or require the Company to settle its obligations through the issuance of common stock. See note 14. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Members' Equity | Note 10 – Members’ Equity Pursuant to its operating agreement, the Company has issued 100 member units, and has 100 units issued and outstanding. The Company maintains separate capital accounts for each member and is credited for capital contributions and each member’s share of profits and is debited for distributions and each member’s share of losses. The allocation of profit and losses is allocated to the members in accordance with their respective percentage interest in each entity. | Note 10 – Members’ Equity Pursuant to its operating agreement, the Company has authorized 100 member units, and has 100 units issued and outstanding. The Company maintains separate capital accounts for each member and is credited for capital contributions and each member’s share of profits and is debited for distributions and each member’s share of losses. The allocation of profit and losses is allocated to the members in accordance with their respective percentage interest in each entity. |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 13 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company made contributions of $13,379 and $914 during 2017 and 2016, respectively and $15,580 and $9,615 during the nine month periods ended September 30, 2018 and 2017, respectively. |
Retirement Plan (Integrated Med
Retirement Plan (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Retirement Plan | Note 13 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company made contributions of $13,379 and $914 during 2017 and 2016, respectively and $15,580 and $9,615 during the nine month periods ended September 30, 2018 and 2017, respectively. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Retirement Plan | Note 10 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company made contributions of $4,994 (unaudited) and $2,397 (unaudited) during the three months ended March 31, 2018 and 2017, respectively. | Note 10 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company made contributions of $13,597 and $11,575 during 2017 and 2016, respectively. |
Retirement Plan (IMAC Regenerat
Retirement Plan (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Retirement Plan | Note 13 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company made contributions of $13,379 and $914 during 2017 and 2016, respectively and $15,580 and $9,615 during the nine month periods ended September 30, 2018 and 2017, respectively. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Retirement Plan | Note 11 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6% of total compensation for those employees making salary deferrals. The Company made contributions of $2,709 (unaudited) and $0 (unaudited) during the three months ended March 31, 2018 and 2017, respectively. | Note 11 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company made contributions of $891 and $0 during 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies In connection with the acquisition transactions (Note 5), the Company has committed to fund these transactions using a combination of cash and shares of common stock. In addition, in connection with an agreement with a consultant to provide strategic advisory services, the Company previously committed to pay a monthly fee, in addition to a contingent fee payable in shares of common stock upon the effectiveness of a registration statement. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. |
Commitments and Contingencies (
Commitments and Contingencies (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies In connection with the acquisition transactions (Note 5), the Company has committed to fund these transactions using a combination of cash and shares of common stock. In addition, in connection with an agreement with a consultant to provide strategic advisory services, the Company previously committed to pay a monthly fee, in addition to a contingent fee payable in shares of common stock upon the effectiveness of a registration statement. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Commitments and Contingencies | Note 11 – Commitments and Contingencies From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. | Note 11 – Commitments and Contingencies The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. |
Commitments and Contingencies_2
Commitments and Contingencies (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies In connection with the acquisition transactions (Note 5), the Company has committed to fund these transactions using a combination of cash and shares of common stock. In addition, in connection with an agreement with a consultant to provide strategic advisory services, the Company previously committed to pay a monthly fee, in addition to a contingent fee payable in shares of common stock upon the effectiveness of a registration statement. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Commitments and Contingencies | Note 12 – Commitments and Contingencies From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. | Note 12 – Commitments and Contingencies The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. |
Commitments and Contingencies_3
Commitments and Contingencies (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies In connection with the acquisition transactions (Note 5), the Company has committed to fund these transactions using a combination of cash and shares of common stock. In addition, in connection with an agreement with a consultant to provide strategic advisory services, the Company previously committed to pay a monthly fee, in addition to a contingent fee payable in shares of common stock upon the effectiveness of a registration statement. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Commitments and Contingencies | Note 8 – Commitments and Contingencies The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and request patient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an audit results in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demands based on a wider population of claims than those examined in the audit. From time to time, the Company is subject to threatened and asserted claims in the ordinary course of business. Because litigation and arbitration are subject to inherent uncertainties and the outcome of such matters cannot be predicted with certainty, future developments could cause any one or more of these matters to have a material impact on the Company’s future financial condition, results of operations or liquidity. |
Subsequent Events (Integrated M
Subsequent Events (Integrated Medicine and Chiropractic Regeneration Center PSC) | 12 Months Ended |
Dec. 31, 2017 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |
Subsequent Events | Note 13 – Subsequent Events In March 2018, IMAC Holdings, LLC, an entity related by common ownership, committed to enter into an exclusive Management Services Agreement (“MSA”) to provide comprehensive management and related administrative services. |
Subsequent Events (IMAC Regener
Subsequent Events (IMAC Regeneration Center of St Louis, LLC) | 12 Months Ended |
Dec. 31, 2017 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | |
Subsequent Events | Note 13 – Subsequent Events In March 2018, the IMAC Holdings, LLC entered into an agreement to purchase sixty-four of one hundred of the outstanding ownership shares in the company held by others for an amount based on a percentage of collections from regeneration- related services and associated products for a defined period. |
Subsequent Event (Advantage Han
Subsequent Event (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended |
Jun. 30, 2018 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | |
Subsequent Event | Note 9 – Subsequent Event On August 1, 2018, the Company entered into an agreement with IMAC Holdings, Inc. for the purchase of all of the outstanding membership units of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC. Upon consummation of the transaction, Advantage became a wholly-owned subsidiary of IMAC Holdings, Inc. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Management Services, LLC (“IMAC Management”), and IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as a minority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC of St. Louis and Clinic Management Associates of KY, LLC, an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (Advantage Therapy) and 70% of BioFirma LLC (BioFirma). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. |
Patient Deposits | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. |
Intangible Assets | Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. |
Income Taxes | Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. |
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Policies) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Management Services, LLC (“IMAC Management”), and IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as a minority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC of St. Louis and Clinic Management Associates of KY, LLC, an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (Advantage Therapy) and 70% of BioFirma LLC (BioFirma). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | ||
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. | ||
Patient Deposits | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. | ||
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | ||
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | ||
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. | ||
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. | ||
Income Taxes | Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. | ||
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of IMAC Kentucky and the accounts of OLM, a real-estate variable interest entity which IMAC Kentucky is its primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Kentucky and the accounts of OLM, a real-estate variable interest entity which IMAC Kentucky is its primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared by the Company, without audit. In the opinion of the Company’s management, the financial statements reflect all adjustments (consisting of normal recurring adjustments, reclassifications and non-recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the period presented herein, but are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2018. | ||
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from minimally invasive procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. The Company recognizes patient service revenue, net of contractual allowances, which are estimated based on the historical trend of cash collections and contractual write-offs. | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. | |
Patient Deposits | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. The Company’s service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017, the Company had no cash equivalents. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company had no cash equivalents. | |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity, constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivables from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivables from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the three months ended March 31, 2018 and 2017, respectively. | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets in 2017 and 2016. | |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $44,817 (unaudited) and $40,511 (unaudited) for the three months ended March 31, 2018 and 2017, respectively. | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $142,642 and $126,419 for the years ended December 31, 2017 and 2016, respectively. | |
Income Taxes | Income Taxes The Company is a chapter S corporation and taxes are recognized and assessed at the shareholder level. | Income Taxes The Company is a chapter S corporation and taxes are recognized and assessed at the shareholder level. | |
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the combined consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the three months ended March 31, 2018 and 2017, respectively. | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842, takes effect for public entities on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right of use assets and liabilities on its consolidated financial statements when adopted. | Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842, takes effect for public entities January 1, 2019, and January 1, 2020 for private entities. Management believes the provisions of ASC Topic 842 will result in the recognition of lease assets and liabilities on its consolidated financial statements when adopted. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | ||
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. | ||
Patient Deposits | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. | ||
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | ||
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. | ||
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. | ||
Income Taxes | Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. | ||
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Basis of Presentation | Basis of Presentation The condensed financial statements have been prepared by the Company, without audit. In the opinion of the Company’s management, the financial statements reflect all adjustments (consisting of normal recurring adjustments, reclassifications and non-recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for the period presented herein, but are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2018. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from minimally invasive procedures performed at the Company’s outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. The Company recognizes patient service revenue, net of contractual allowances, which are estimated based on the historical trend of our cash collections and contractual write-offs. | Revenue Recognition The Company’s patient service revenue is derived from minimally invasive procedures performed at the Company’s outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. The Company recognize patient service revenue, net of contractual allowances, which are estimated based on the historical trend of cash collections and contractual write-offs. | |
Patient Deposits | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. | Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are not paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017, the Company had no cash equivalents. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company had no cash equivalents. | |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity, constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the three months ended March 31, 2018 and 2017, respectively. | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets in 2017 and 2016. | |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $202,541 and $121,040 for the year ended December 31, 2017 and December 31, 2016, respectively, and $72,489 (unaudited) and $36,226 (unaudited) for the three months ended March 31, 2018 and 2017, respectively. | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $202,541 and $121,040 for the years ended December 31, 2017 and 2016, respectively. | |
Income Taxes | Income Taxes IMAC of St. Louis is a limited liability company taxed as a partnership. As a result, income taxes are passed through to the members. Accordingly, no provision for income taxes is reflected in the financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At March 31, 2018 and December 31, 2017, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. All tax years are open and subject to examination by the taxing authorities. | Income Taxes IMAC of St. Louis is a limited liability company taxed as a partnership. As a result, income taxes are passed through to the members. Accordingly, no provision for income taxes is reflected in the financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. All tax years are open and subject to examination by the taxing authorities. | |
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the combined consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the three months ended March 31, 2018 and 2017, respectively. | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842, takes effect for public entities on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right of use assets and liabilities on its financial statements when adopted. | Recent Accounting Pronouncements The new revenue recognition accounting standard, ASC Topic 606 Revenue from Contracts with Customers The new lease accounting standard, ASC Topic 842 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Policies) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “SMA” - Service Management Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Management Services, LLC and are eliminated in consolidation to the extent owned. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. | |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long lived assets for the periods presented. | |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was $119,867, $25,000 and $470,199 (unaudited) and $61,159 (unaudited) for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018 and 2017, respectively. | |
Income Taxes | Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings, Inc. was taxed as a partnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for income taxes is reflected in the consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and September 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. | |
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the nine months ended September 30, 2018. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopted ASC Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its consolidated financial statements when adopted. | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. | |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians. The fees for such services are billed either to the patient or a third-party payer, including Medicare. We recognize patient service revenue, net of contractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents for the periods presented. | |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of over estimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. | |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expenses) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the periods presented. | |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses were $16,191, $19,931 and $12,361 (unaudited) and $10,336 (unaudited) for the years ended December 31, 2017 and 2016 and the six months ended June 30, 2018 and 2017, respectively. | |
Income Taxes | Income Taxes The Company is a single member limited liability company. As a result, income tax liabilities are passed through to the individual member. Accordingly, no provision for income taxes is reflected in the financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2017 and 2016 and June 30, 2018, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | |
Legal Proceedings and Loss Contingencies | Legal Proceedings and Loss Contingencies The Company is subject to various legal proceedings, many involving routine litigation incidental to business. The outcome of any legal proceeding is not within the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. There are no known legal proceedings ongoing or loss contingencies for the years ended December 31, 2017 and 2016 and the six months ended June 30, 2018. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The new revenue recognition accounting (“ASC”) Topic 606 Revenue from Contracts with Customers The Company plans to adopt the new lease accounting standard, ASC Topic 842, on January 1, 2019. Management believes the provisions of ASC Topic 842 will result in the recognition of right-of-use assets and related liabilities on its financial statements when adopted. | |
Date of Management's Review | Date of Management’s Review Management has evaluated subsequent events through October 18, 2018, which is the date the financial statements were available to be issued. |
Concentration of Credit Risks_4
Concentration of Credit Risks (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % |
Concentration of Credit Risks_5
Concentration of Credit Risks (Tables) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Concentration Risk | The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Schedule of Concentration Risk | The Company had the following revenue and accounts receivable concentrations at and for the three months ended March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 46 % 46 % 53 % 53 % Medicare payment 22 % 22 % 24 % 24 % Insurance payment 32 % 32 % 24 % 24 % | The Company had the following revenue and accounts receivable concentrations at December 31: 2017 2016 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 47 % 47 % 27 % 27 % Medicare payment 25 % 25 % 27 % 27 % Insurance payment 28 % 28 % 46 % 46 % |
Concentration of Credit Risks_6
Concentration of Credit Risks (Tables) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Concentration Risk | The Company had the following revenue and accounts receivable concentrations: December 31 September 30 2017 2016 2018 (Unaudited) 2017 (Unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 56 % 56 % 0 % 0 % 52 % 52 % 55 % 55 % Medicare payment 12 % 12 % 0 % 0 % 23 % 23 % 21 % 21 % Insurance payment 32 % 32 % 0 % 0 % 25 % 25 % 24 % 24 % | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Schedule of Concentration Risk | The Company had the following revenue and accounts receivable concentrations at and for the three months ended March 31: 2018 2017 (unaudited) (unaudited) % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 58 % 58 % 59 % 59 % Medicare payment 19 % 19 % 19 % 19 % Insurance payment 23 % 23 % 22 % 22 % | The Company had the following revenue and accounts receivable concentrations at December 31: 2017 2016 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable Patient payment 57 % 57 % 52 % 52 % Medicare payment 23 % 23 % 21 % 21 % Insurance payment 20 % 20 % 27 % 27 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 |
Accounts Receivable (Tables) (I
Accounts Receivable (Tables) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Schedule of Accounts Receivable | Accounts receivable consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) Gross accounts receivable $ 1,356,105 $ 876,381 Less: allowance for doubtful accounts and contractual adjustments 890,537 552,120 Accounts receivable, net $ 465,568 $ 324,261 | Accounts receivable consisted of the following at December 31: 2017 2016 Gross accounts receivable $ 876,381 $ 1,044,768 Less: allowance for doubtful accounts and contractual adjustments 552,120 814,919 Accounts receivable, net $ 324,261 $ 229,849 |
Accounts Receivable (Tables) _2
Accounts Receivable (Tables) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Schedule of Accounts Receivable | Accounts receivable consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) Gross accounts receivable $ 698,884 $ 545,482 Less: allowance for doubtful accounts and contractual adjustments 477,382 362,418 Accounts receivable, net $ 221,502 $ 183,064 | Accounts receivable consisted of the following at December 31: 2017 2016 Gross accounts receivable $ 545,482 $ 741,152 Less: allowance for doubtful accounts and contractual adjustments 362,418 527,700 Accounts receivable, net $ 183,064 $ 213,452 |
Accounts Receivable (Tables) (A
Accounts Receivable (Tables) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: December 31 September 30 2017 2016 2018 (unaudited) Gross accounts receivable $ 295,704 $ - $ 897,011 Less: allowance for doubtful accounts and contractual adjustments (156,723 ) - (218,225 ) Accounts receivable, net $ 138,981 $ - $ 678,786 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: December 31, June 30, 2017 2016 2018 (unaudited) Gross accounts receivable $ 359,055 $ 369,764 $ 398,339 Less: allowance for doubtful accounts and contractual adjustments (165,321 ) (186,314 ) (165,321 ) Accounts receivable, net $ 193,734 $ 183,450 $ 233,018 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of tangible and intangible assets acquired and liabilities assumed: Fair Value Intangible assets $ 4,224,113 Property and equipment 607,257 Deposit 5,521 Line of credit (119,902 ) Notes payable (118,413 ) Net Assets Acquired $ 4,598,576 |
Schedule of Intangible Assets Acquired | The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of intangible assets acquired: Fair Value Useful Life Non Compete $ 1,591,507 3 years Total intangible assets subject to amortization $ 1,591,507 |
Schedule of Business Pro Forma | Year ended Nine months ended December 31 December 31 September 30 2016 2017 2018 Net revenue $ 5,415,415 $ 9,596,315 $ 7,243,289 Net loss from continuing operations (2,006,672 ) (1,519,731 ) (4,059,674 ) Net loss $ (2,207,956 ) $ (2,187,530 ) $ (4,155,785 ) |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | |
Schedule of Intangible Assets Acquired | The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of intangible assets acquired: Fair Value Intangible assets $ 750,189 Cash 45,736 Accounts Receivable, net 203,123 Other Assets 6,159 Property and equipment 18,647 Accounts Payable (50,947 ) Note Payable (79,975 ) Net Assets Acquired $ 892,931 |
BioFirma LLC [Member] | |
Schedule of Intangible Assets Acquired | The following table summarizes the fair value of consideration paid and the preliminary allocation of purchase price to the fair value of intangible assets acquired: Fair Value Intangible assets $ 1,429 Non-Controlling interest (429 ) Net Assets Acquired $ 1,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 |
Property and Equipment (Table_2
Property and Equipment (Tables) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: Estimated Useful Life in Years 2018 2017 (unaudited) Computers 3 $ 23,015 $ 23,015 Machinery and equipment 5 797,608 792,988 Office equipment 5 36,328 36,328 Office furniture and fixtures 5 56,448 56,449 Rehab equipment 5 196,428 196,427 Vehicles 3 6,000 6,000 Leasehold improvements Shorter of asset or lease term 468,146 468,146 Total property and equipment 1,583,973 1,579,353 Less: accumulated depreciation (930,307 ) (870,555 ) Total property and equipment, net $ 653,666 $ 708,798 | Estimated Useful Life in Years 2017 2016 Land - $ - $ 172,379 Building 40 - 695,931 Computers 3 23,015 23,015 Machinery and equipment 5 792,988 667,780 Office equipment 5 36,328 18,067 Office furniture and fixtures 5 56,448 56,448 Rehab equipment 5 196,427 103,089 Vehicles 3 6,000 6,000 Leasehold improvements Shorter of asset or lease term 468,146 105,707 Total property and equipment 1,579,352 1,848,416 Less: accumulated depreciation (870,555 ) (742,684 ) Total property and equipment, net $ 708,797 $ 1,105,732 |
Property and Equipment (Table_3
Property and Equipment (Tables) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: Estimated Useful Life in Years 2018 2017 (unaudited) Computers 3 $ 5,713 $ 5,713 Machinery and equipment 5 296,086 294,320 Office furniture and fixtures 5 10,828 10,828 Signs 5 20,260 20,260 Leasehold improvements Shorter of asset or lease term 758,882 752,943 Total property and equipment 1,091,769 1,084,064 Less: accumulated depreciation (244,578 ) (205,543 ) Total property and equipment, net $ 847,191 $ 878,521 | Property and equipment consisted of the following at December 31: Estimated Useful Life in Years 2017 2016 Computers 3 $ 5,713 $ 5,713 Machinery and equipment 5 294,320 166,503 Office furniture and fixtures 5 10,828 10,828 Signs 5 20,260 20,260 Leasehold improvements Shorter of asset or lease term 752,942 632,895 Total property and equipment 1,084,063 836,199 Less: accumulated depreciation (205,543 ) (70,979 ) Total property and equipment, net $ 878,520 $ 765,220 |
Property and Equipment (Table_4
Property and Equipment (Tables) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Estimated December 31 September 30 Useful Life in Years 2017 2016 2018 (unaudited) Land and Building 40 $ - $ - $ 1,175,000 Leasehold improvements Shorter of asset or lease term 254,515 - 1,424,904 Medical equipment 5 242,899 - 747,632 Construction in Progress - - - Physical therapy equipment 5 90,337 - 246,207 Office furniture and fixtures 7 2,431 - 44,934 Computers 1.5 9,539 - 20,837 Office equipment 5 - - 16,336 Signs 5 - - 19,590 Chiropractic equipment 5 8,965 - 8,965 Vehicles 3 - - 2,250 Total property and equipment 608,686 - 3,706,656 Less: accumulated depreciation (65,895 ) - (286,522 ) Total property and equipment, net $ 542,791 $ - $ 3,420,134 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Estimated December 31 June 30 Useful Life in Years 2017 2016 2018 (unaudited) Leasehold improvements Shorter of asset or lease term $ 47,597 $ 47,597 $ 47,597 Medical equipment 5 245,214 245,214 245,214 Office furniture and fixtures 7 26,476 26,476 26,476 Computers 1.5 32,726 32,726 32,726 Vehicles 5 63,067 63,067 63,067 Total property and equipment 415,080 415,080 415,080 Less: accumulated depreciation (386,510 ) (368,580 ) (394,058 ) Property and equipment, net $ 28,570 $ 46,500 $ 21,022 |
Intangibles Assets (Tables)
Intangibles Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets that were acquired in connection with the acquisition transactions (Note5) during 2018: September 30, 2018 (Unaudited) Accumulated Cost Amortization Net Intangible assets: Management service agreement 4,975,731 (147,360 ) 4,828,371 Non compete agreement 1,591,507 (176,834 ) 1,414,673 Total intangible assets $ 6,567,238 $ (324,194 ) $ 6,243,044 |
Schedule of Future Amortization of Intangible Assets | Estimated future amortization of intangible assets is as follows: Years Ending December 31, 2018 (three months) $ 230,461 2019 733,941 2020 733,941 2021 398,383 2022 140,804 Thereafter 4,005,513 $ 6,243,044 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 |
Operating Leases (Tables) (Inte
Operating Leases (Tables) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at March 31, 2018 (unaudited): Years Ending December 31, Amount 2018 (9 months) $ 182,193 2019 242,924 2020 202,698 2021 70,980 2022 74,923 Thereafter 88,331 Total $ 862,049 | Rent expense for the operating leases was $191,760 and $149,189 during the years ended December 31, 2017 and 2016, respectively. Years Ending December 31, Amount 2018 $ 242,924 2019 242,924 2020 202,698 2021 70,980 2022 74,923 Thereafter 88,331 Total $ 922,780 |
Operating Leases (Tables) (IMAC
Operating Leases (Tables) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at March 31, 2018 (unaudited): Years Ending December 31, Amount 2018 (9 months) $ 191,150 2019 254,866 2020 254,866 2021 260,341 2022 253,565 Thereafter 753,360 Total $ 1,968,148 | The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various dates through 2026. Certain leases contain renewal options. Years Ending December 31, Amount 2018 $ 254,866 2019 254,866 2020 254,866 2021 260,341 2022 253,565 Thereafter 753,360 Total $ 2,031,864 |
Operating Leases (Tables) (Adva
Operating Leases (Tables) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 216,838 2019 854,759 2020 794,101 2021 643,082 2022 641,947 Thereafter 1,651,210 Total $ 4,801,937 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Schedule of Future Minimum Lease Payments | The required future minimum lease payments under the remaining non-cancelable operating leases consisted of the following at June 30, 2018: Years Ending December 31, 2018 (six months) $ 36,252 2019 57,252 2020 33,250 2021 4,500 $ 131,254 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | December 31 September 30 2017 2016 2018 (unaudited) On June 1, 2018, the Company entered into a note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing note payable with this entity in the amount of $379,676 has been combined into the new note payable. The note carries an interest rate of 10% per annum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation and execution of the offering, equipment and construction costs related to new clinic locations, and potential acquisition expenses. $ 414,084 $ 500,000 $ 984,426 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of the Company’s members. 200,000 - 131,984 In January 2018, the Company commenced a private placement of up to $2 million of convertible notes, of which approximately $1.73 million has been subscribed as of March 6, 2018. The convertible notes accrue interest at 4% and mature in January 2019. The notes may be converted to equity at or prior to maturity at a 20% discount to the per share price of a sale of equity securities. At the time of issuance of the convertible notes, the Company was unable to calculate the amount of a beneficial conversion (“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by the Company. Once the Qualified Financing has occurred, the Company will recognize the BCF and related interest charge associated with the discount, and the BCF will be classified as a liability if it meets the conditions for derivative treatment at the time of recognition. - - 1,530,000 In March 2018, the Company entered into a $1.2 million loan agreement with a financial institution to purchase real estate in Lexington, Kentucky for the development of an IMAC facility. The loan agreement is for 6-months and carries an interest rate 3.35%. The maturity of this note has been extended to December 31, 2018. - - 1,232,500 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. - - 108,214 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. - - 117,214 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. - - 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. - - 28,987 614,084 500,000 4,213,325 Less: current portion: (157,932 ) - (3,855,628 ) $ 456,152 $ 500,000 $ 357,697 |
Schedule of Principal Maturities of Notes Payable | Principal maturities of notes payable are as follows at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 3,855,628 2019 106,554 2020 86,081 2021 73,147 2022 43,935 Thereafter 47,980 Total $ 4,213,325 |
Notes Payable (Tables) (Integra
Notes Payable (Tables) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Notes Payable | December 31 September 30 2017 2016 2018 (unaudited) On June 1, 2018, the Company entered into a note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing note payable with this entity in the amount of $379,676 has been combined into the new note payable. The note carries an interest rate of 10% per annum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation and execution of the offering, equipment and construction costs related to new clinic locations, and potential acquisition expenses. $ 414,084 $ 500,000 $ 984,426 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of the Company’s members. 200,000 - 131,984 In January 2018, the Company commenced a private placement of up to $2 million of convertible notes, of which approximately $1.73 million has been subscribed as of March 6, 2018. The convertible notes accrue interest at 4% and mature in January 2019. The notes may be converted to equity at or prior to maturity at a 20% discount to the per share price of a sale of equity securities. At the time of issuance of the convertible notes, the Company was unable to calculate the amount of a beneficial conversion (“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by the Company. Once the Qualified Financing has occurred, the Company will recognize the BCF and related interest charge associated with the discount, and the BCF will be classified as a liability if it meets the conditions for derivative treatment at the time of recognition. - - 1,530,000 In March 2018, the Company entered into a $1.2 million loan agreement with a financial institution to purchase real estate in Lexington, Kentucky for the development of an IMAC facility. The loan agreement is for 6-months and carries an interest rate 3.35%. The maturity of this note has been extended to December 31, 2018. - - 1,232,500 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. - - 108,214 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. - - 117,214 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. - - 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. - - 28,987 614,084 500,000 4,213,325 Less: current portion: (157,932 ) - (3,855,628 ) $ 456,152 $ 500,000 $ 357,697 | ||
Schedule of Principal Maturities of Notes Payable | Principal maturities of notes payable are as follows at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 3,855,628 2019 106,554 2020 86,081 2021 73,147 2022 43,935 Thereafter 47,980 Total $ 4,213,325 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Schedule of Notes Payable | Notes payable consisted of the following at March 31(unaudited): 2018 2017 (unaudited) Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. $ 80,000 $ 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. 43,087 49,989 123,087 129,989 Less: current portion (48,412 ) (49,989 ) Total notes payable, net $ 74,675 $ 80,000 | 2017 2016 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. $ 80,000 $ - Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. 49,989 76,950 Mortgage note payable to a financial institution in the amount of $963,050 dated December 11, 2013. The note required 120 monthly installments of principal and interest at 4.95%. The note was repaid in December 2017. - 575,096 129,989 652,046 Less: current portion (49,989 ) (76,950 ) Total notes payable, net $ 80,000 $ 575,096 | |
Schedule of Principal Maturities of Notes Payable | Principal maturities of notes payable at March 31, 2018 (unaudited) are as follows: Years Ending December 31, Amount 2018 (9 months) $ 48,412 2019 34,675 2020 20,000 2021 20,000 Total $ 123,087 |
Notes Payable (Tables) (IMAC Re
Notes Payable (Tables) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Notes Payable | December 31 September 30 2017 2016 2018 (unaudited) On June 1, 2018, the Company entered into a note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing note payable with this entity in the amount of $379,676 has been combined into the new note payable. The note carries an interest rate of 10% per annum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation and execution of the offering, equipment and construction costs related to new clinic locations, and potential acquisition expenses. $ 414,084 $ 500,000 $ 984,426 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of the Company’s members. 200,000 - 131,984 In January 2018, the Company commenced a private placement of up to $2 million of convertible notes, of which approximately $1.73 million has been subscribed as of March 6, 2018. The convertible notes accrue interest at 4% and mature in January 2019. The notes may be converted to equity at or prior to maturity at a 20% discount to the per share price of a sale of equity securities. At the time of issuance of the convertible notes, the Company was unable to calculate the amount of a beneficial conversion (“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by the Company. Once the Qualified Financing has occurred, the Company will recognize the BCF and related interest charge associated with the discount, and the BCF will be classified as a liability if it meets the conditions for derivative treatment at the time of recognition. - - 1,530,000 In March 2018, the Company entered into a $1.2 million loan agreement with a financial institution to purchase real estate in Lexington, Kentucky for the development of an IMAC facility. The loan agreement is for 6-months and carries an interest rate 3.35%. The maturity of this note has been extended to December 31, 2018. - - 1,232,500 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. - - 108,214 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. - - 117,214 Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5 annual installments of $23,350 including principal and interest at 5%. The note matures on December 31, 2021, and is unsecured. - - 80,000 Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. The note requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The note matures on September 17, 2019. - - 28,987 614,084 500,000 4,213,325 Less: current portion: (157,932 ) - (3,855,628 ) $ 456,152 $ 500,000 $ 357,697 | ||
Schedule of Principal Maturities of Notes Payable | Principal maturities of notes payable are as follows at September 30, 2018: Years Ending December 31, Amount 2018 (three months) $ 3,855,628 2019 106,554 2020 86,081 2021 73,147 2022 43,935 Thereafter 47,980 Total $ 4,213,325 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Schedule of Notes Payable | Notes payable consisted of the following at March 31, 2018 (unaudited) and December 31, 2017: 2018 2017 (unaudited) Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. $ 113,789 $ 116,525 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. 137,755 147,863 251,544 264,388 Less: current portion: (52,814 ) (52,236 ) $ 198,730 $ 212,152 | 2017 2016 Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit. $ 116,525 $ 127,134 Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The note requires 60 monthly installments of $3,881 including principal and interest at 4.25%. The note matures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’s members. 147,863 187,241 264,388 314,375 Less: current portion: (52,236 ) (49,987 ) $ 212,152 $ 264,388 | |
Schedule of Principal Maturities of Notes Payable | Principal maturities of notes payable at March 31, 2018 (unaudited) are as follows: Years Ending December 31, Amount 2018 (9 months) $ 39,392 2019 54,587 2020 57,047 2021 32,143 2022 13,615 Thereafter 54,760 Total $ 251,544 | Principal maturities of notes payable at December 31, 2017 are as follows: Years Ending December 31, Amount 2018 $ 52,236 2019 54,587 2020 57,047 2021 32,143 2022 13,615 Thereafter 54,760 Total $ 264,388 |
Related Party Transactions (Tab
Related Party Transactions (Tables) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 12 Months Ended |
Dec. 31, 2017 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |
Schedule of Related Parties Transactions | As of December 31, 2017, the Company has the following receivable amounts outstanding from entities. These entities are related to the Company by common ownership. Amount IMAC Holdings, LLC $ 52,968 IMAC Regeneration Management of Nashville LLC 44,285 IMAC Regeneration Center of St. Louis LLC 2,579 $ 99,832 |
Related Party Transactions (T_2
Related Party Transactions (Tables) (IMAC Regeneration Center of St Louis, LLC) | 12 Months Ended |
Dec. 31, 2017 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | |
Schedule of Related Parties Transactions | The Company owes the following amounts as of December 31, 2017 to the following related entities. These entities are related based on common ownership with the Company: Amount Facility $ 1,753 IMAC Holdings, LLC 2,577 Integrated Medicine and Chiropractic Regeneration Center PC $ 4,330 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2018 | |
Cash equivalents | |||||
Impairments of long lived assets | |||||
Advertising and marketing expense | 470,199 | $ 61,159 | 119,867 | 25,000 | |
Legal Proceedings and Loss Contingencies | |||||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | |||||
Percentage of voting interest acquired | 100.00% | ||||
BioFirma LLC [Member] | |||||
Percentage of voting interest acquired | 70.00% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash equivalents | ||||||
Impairments of long lived assets | ||||||
Advertising and marketing expense | 470,199 | $ 61,159 | 119,867 | 25,000 | ||
Legal Proceedings and Loss Contingencies | ||||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Cash equivalents | ||||||
Impairments of long lived assets | ||||||
Advertising and marketing expense | 44,817 | 40,511 | 142,642 | 126,419 | ||
Legal Proceedings and Loss Contingencies |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash equivalents | ||||||
Impairments of long lived assets | ||||||
Advertising and marketing expense | 470,199 | $ 61,159 | 119,867 | 25,000 | ||
Legal Proceedings and Loss Contingencies | ||||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Cash equivalents | ||||||
Impairments of long lived assets | ||||||
Advertising and marketing expense | 44,817 | 40,511 | 142,642 | 126,419 | ||
Legal Proceedings and Loss Contingencies |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Advertising and marketing expense | $ 470,199 | $ 61,159 | $ 119,867 | $ 25,000 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||||
Advertising and marketing expense | $ 72,489 | $ 36,226 | $ 202,541 | $ 121,040 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details Narrative) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Advertising and marketing expense | $ 470,199 | $ 61,159 | $ 119,867 | $ 25,000 | ||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||||
Advertising and marketing expense | $ 12,361 | $ 10,336 | $ 16,191 | $ 19,931 |
Concentration of Credit Risks_7
Concentration of Credit Risks (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Risks and Uncertainties [Abstract] | |||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 |
Cash and cash equivalents in excess of FDIC | $ 0 | $ 0 | $ 626,205 |
Concentration of Credit Risks -
Concentration of Credit Risks - Schedule of Concentration Risk (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue [Member] | Patient Payment [Member] | ||||
Concentration of credit risk, percentage | 52.00% | 55.00% | 56.00% | 0.00% |
Revenue [Member] | Medicare Payment [Member] | ||||
Concentration of credit risk, percentage | 23.00% | 21.00% | 12.00% | 0.00% |
Revenue [Member] | Insurance Payment [Member] | ||||
Concentration of credit risk, percentage | 25.00% | 24.00% | 32.00% | 0.00% |
Accounts Receivable [Member] | Patient Payment [Member] | ||||
Concentration of credit risk, percentage | 52.00% | 55.00% | 56.00% | 0.00% |
Accounts Receivable [Member] | Medicare Payment [Member] | ||||
Concentration of credit risk, percentage | 23.00% | 21.00% | 12.00% | 0.00% |
Accounts Receivable [Member] | Insurance Payment [Member] | ||||
Concentration of credit risk, percentage | 25.00% | 24.00% | 32.00% | 0.00% |
Concentration of Credit Risks_8
Concentration of Credit Risks (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Cash and cash equivalents in excess of FDIC | $ 0 | 0 | 626,205 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
FDIC insured amount | $ 250,000 | 250,000 | 250,000 | |
Cash and cash equivalents in excess of FDIC |
Concentration of Credit Risks
Concentration of Credit Risks (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Cash and cash equivalents in excess of FDIC | $ 0 | 0 | 626,205 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
FDIC insured amount | $ 250,000 | 250,000 | 250,000 | |
Cash and cash equivalents in excess of FDIC |
Concentration of Credit Risks_9
Concentration of Credit Risks - Schedule of Concentration Risk (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue [Member] | Patient Payment [Member] | |||||
Concentration of credit risk, percentage | 52.00% | 55.00% | 56.00% | 0.00% | |
Revenue [Member] | Medicare Payment [Member] | |||||
Concentration of credit risk, percentage | 23.00% | 21.00% | 12.00% | 0.00% | |
Revenue [Member] | Insurance Payment [Member] | |||||
Concentration of credit risk, percentage | 25.00% | 24.00% | 32.00% | 0.00% | |
Accounts Receivable [Member] | Patient Payment [Member] | |||||
Concentration of credit risk, percentage | 52.00% | 55.00% | 56.00% | 0.00% | |
Accounts Receivable [Member] | Medicare Payment [Member] | |||||
Concentration of credit risk, percentage | 23.00% | 21.00% | 12.00% | 0.00% | |
Accounts Receivable [Member] | Insurance Payment [Member] | |||||
Concentration of credit risk, percentage | 25.00% | 24.00% | 32.00% | 0.00% | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Revenue [Member] | Patient Payment [Member] | |||||
Concentration of credit risk, percentage | 46.00% | 53.00% | 27.00% | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Revenue [Member] | Medicare Payment [Member] | |||||
Concentration of credit risk, percentage | 22.00% | 24.00% | 27.00% | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Revenue [Member] | Insurance Payment [Member] | |||||
Concentration of credit risk, percentage | 32.00% | 24.00% | 46.00% | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Accounts Receivable [Member] | Patient Payment [Member] | |||||
Concentration of credit risk, percentage | 46.00% | 53.00% | 27.00% | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Accounts Receivable [Member] | Medicare Payment [Member] | |||||
Concentration of credit risk, percentage | 22.00% | 24.00% | 27.00% | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Accounts Receivable [Member] | Insurance Payment [Member] | |||||
Concentration of credit risk, percentage | 32.00% | 24.00% | 46.00% |
Concentration of Credit Risk_10
Concentration of Credit Risks (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Cash and cash equivalents in excess of FDIC | $ 0 | 0 | 626,205 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||
FDIC insured amount | $ 250,000 | 250,000 | ||
Cash and cash equivalents in excess of FDIC |
Concentration of Credit Risk_11
Concentration of Credit Risks - Schedule of Concentration Risk (Details) (IMAC Regeneration Center of St Louis, LLC) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue [Member] | Patient Payment [Member] | ||||||
Concentration of credit risk, percentage | 52.00% | 55.00% | 56.00% | 0.00% | ||
Revenue [Member] | Medicare Payment [Member] | ||||||
Concentration of credit risk, percentage | 23.00% | 21.00% | 12.00% | 0.00% | ||
Revenue [Member] | Insurance Payment [Member] | ||||||
Concentration of credit risk, percentage | 25.00% | 24.00% | 32.00% | 0.00% | ||
Accounts Receivable [Member] | Patient Payment [Member] | ||||||
Concentration of credit risk, percentage | 52.00% | 55.00% | 56.00% | 0.00% | ||
Accounts Receivable [Member] | Medicare Payment [Member] | ||||||
Concentration of credit risk, percentage | 23.00% | 21.00% | 12.00% | 0.00% | ||
Accounts Receivable [Member] | Insurance Payment [Member] | ||||||
Concentration of credit risk, percentage | 25.00% | 24.00% | 32.00% | 0.00% | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Revenue [Member] | Patient Payment [Member] | ||||||
Concentration of credit risk, percentage | 58.00% | 59.00% | 57.00% | 52.00% | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Revenue [Member] | Medicare Payment [Member] | ||||||
Concentration of credit risk, percentage | 19.00% | 19.00% | 23.00% | 21.00% | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Revenue [Member] | Insurance Payment [Member] | ||||||
Concentration of credit risk, percentage | 23.00% | 22.00% | 20.00% | 27.00% | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Accounts Receivable [Member] | Patient Payment [Member] | ||||||
Concentration of credit risk, percentage | 58.00% | 59.00% | 57.00% | 52.00% | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Accounts Receivable [Member] | Medicare Payment [Member] | ||||||
Concentration of credit risk, percentage | 19.00% | 19.00% | 23.00% | 21.00% | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Accounts Receivable [Member] | Insurance Payment [Member] | ||||||
Concentration of credit risk, percentage | 23.00% | 22.00% | 20.00% | 27.00% |
Concentration of Credit Risk_12
Concentration of Credit Risks (Details Narrative) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | |||
Gross accounts receivable | $ 897,011 | $ 295,704 | |
Less: allowance for doubtful accounts and contractual adjustments | (218,225) | (156,723) | |
Accounts receivable, net | $ 678,786 | $ 138,981 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Accounts Receivable (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Gross accounts receivable | $ 897,011 | $ 295,704 | ||
Less: allowance for doubtful accounts and contractual adjustments | 218,225 | 156,723 | ||
Accounts receivable, net | $ 678,786 | 138,981 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Gross accounts receivable | $ 1,356,105 | 876,381 | 1,044,768 | |
Less: allowance for doubtful accounts and contractual adjustments | 890,537 | 552,120 | 814,919 | |
Accounts receivable, net | $ 465,568 | $ 324,261 | $ 229,849 |
Accounts Receivable - Schedul_3
Accounts Receivable - Schedule of Accounts Receivable (Details) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Gross accounts receivable | $ 897,011 | $ 295,704 | ||
Less: allowance for doubtful accounts and contractual adjustments | 218,225 | 156,723 | ||
Accounts receivable, net | $ 678,786 | 138,981 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||
Gross accounts receivable | $ 698,884 | 545,482 | 741,152 | |
Less: allowance for doubtful accounts and contractual adjustments | 477,382 | 362,418 | 527,700 | |
Accounts receivable, net | $ 221,502 | $ 183,064 | $ 213,452 |
Accounts Receivable - Schedul_4
Accounts Receivable - Schedule of Accounts Receivable (Details) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Gross accounts receivable | $ 897,011 | $ 295,704 | ||
Less: allowance for doubtful accounts and contractual adjustments | (218,225) | (156,723) | ||
Accounts receivable, net | $ 678,786 | 138,981 | ||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||
Gross accounts receivable | $ 398,339 | 359,055 | 369,764 | |
Less: allowance for doubtful accounts and contractual adjustments | (165,321) | (165,321) | (186,314) | |
Accounts receivable, net | $ 233,018 | $ 193,734 | $ 183,450 |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | Aug. 31, 2018 | Aug. 01, 2018 | Aug. 01, 2018 | Jun. 29, 2018 | Jun. 01, 2018 | Jun. 30, 2018 |
Business acquisition, consideration amount | $ 6,100,000 | |||||
Business acquisition, non-controlling interest | $ 300,000 | |||||
Estimated purchase price of membership units | $ 892,000 | |||||
Percentage of outstanding membership units | 70.00% | |||||
Payments to acquire business gross | $ 1,000 | |||||
Maximum [Member] | ||||||
Offering proceeds for research and development | $ 500,000 | |||||
Cash [Member] | ||||||
Estimated purchase price of membership units | 22,000 | |||||
Equity [Member] | ||||||
Estimated purchase price of membership units | $ 870,000 | |||||
Two Companies [Member] | ||||||
Consideration amount payable in cash | $ 900,000 | |||||
Clinic Management Associates of KY LLC [Member] | ||||||
Consideration amount payable in cash | $ 4,600,000 | |||||
IMAC of St. Louis, LLC [Member] | ||||||
Business acquisition, consideration amount | $ 1,490,632 | |||||
Consideration amount payable in cash | $ 1,000,000 | |||||
Membership interest percentage | 64.00% | |||||
Ownership percentage | 100.00% | |||||
Consideration amount paid in shares | $ 490,632 | |||||
IMAC Regeneration Management of Nashville, LLC [Member] | ||||||
Business acquisition, consideration amount | 300,000 | |||||
Consideration amount payable in cash | $ 110,000 | |||||
Membership interest percentage | 25.00% | |||||
Consideration amount paid in shares | $ 190,000 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
Intangible assets | $ 4,224,113 | |
Property and equipment | 607,257 | |
Deposit | 5,521 | |
Line of credit | (119,902) | |
Notes payable | (118,413) | |
Non-Controlling interest | $ (300,000) | |
Net Assets Acquired | 4,598,576 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
Intangible assets | 750,189 | |
Cash | 45,736 | |
Accounts Receivable, net | 203,123 | |
Other Assets | 6,159 | |
Property and equipment | 18,647 | |
Accounts Payable | (50,947) | |
Notes payable | (79,975) | |
Net Assets Acquired | 892,931 | |
BioFirma LLC [Member] | ||
Intangible assets | 1,429 | |
Non-Controlling interest | (429) | |
Net Assets Acquired | $ 1,000 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Intangible Assets Acquired (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Total intangible assets subject to amortization | $ 1,591,507 |
Useful life of intangible assets | 3 years |
Non Compete Agreement [Member] | |
Total intangible assets subject to amortization | $ 1,591,507 |
Business Acquisitions - Sched_3
Business Acquisitions - Schedule of Business Pro Forma (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | |||
Net revenue | $ 7,243,289 | $ 9,596,315 | $ 5,415,415 |
Net loss from continuing operations | (4,059,674) | (1,519,731) | (2,006,672) |
Net loss | $ (4,155,785) | $ (2,187,530) | $ (2,207,956) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 544,820 | $ 36,422 | $ 65,895 | ||
Lexington Kentucky [Member] | |||||
Payments to acquire real estate | $ 1,200,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total property and equipment | $ 3,706,656 | $ 608,686 | |
Less: accumulated depreciation | (286,522) | (65,895) | |
Total property and equipment, net | 3,420,132 | 542,791 | |
Land and Building [Member] | |||
Total property and equipment | $ 1,175,000 | ||
Estimated Useful Life in Years | 40 years | ||
Leasehold Improvements [Member] | |||
Total property and equipment | $ 1,424,904 | 254,515 | |
Estimated Useful Life | Shorter of asset or lease term | ||
Medical Equipment [Member] | |||
Total property and equipment | $ 747,632 | 242,899 | |
Estimated Useful Life in Years | 5 years | ||
Construction in Progress [Member] | |||
Total property and equipment | |||
Physical Therapy Equipment [Member] | |||
Total property and equipment | $ 246,207 | 90,337 | |
Estimated Useful Life in Years | 5 years | ||
Office Furniture and Fixtures [Member] | |||
Total property and equipment | $ 44,934 | 2,431 | |
Estimated Useful Life in Years | 7 years | ||
Computers [Member] | |||
Total property and equipment | $ 20,837 | 9,539 | |
Office Equipment [Member] | |||
Total property and equipment | $ 16,336 | ||
Estimated Useful Life in Years | 5 years | ||
Signs [Member] | |||
Total property and equipment | $ 19,590 | ||
Estimated Useful Life in Years | 5 years | ||
Chiropractic Equipment [Member] | |||
Total property and equipment | $ 8,965 | 8,965 | |
Estimated Useful Life in Years | 5 years | ||
Vehicles [Member] | |||
Total property and equipment | $ 2,250 | ||
Estimated Useful Life in Years | 3 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation and amortization | $ 544,821 | $ 36,422 | $ 65,895 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Depreciation and amortization | $ 59,752 | $ 33,621 | $ 197,945 | $ 139,614 |
Property and Equipment (Detai_3
Property and Equipment (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation and amortization | $ 544,821 | $ 36,422 | $ 65,895 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Depreciation and amortization | $ 59,752 | $ 33,621 | $ 197,945 | $ 139,614 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total property and equipment | $ 3,706,656 | $ 608,686 | ||
Less: accumulated depreciation | (286,522) | (65,895) | ||
Total property and equipment, net | 3,420,132 | 542,791 | ||
Computers [Member] | ||||
Total property and equipment | 20,837 | 9,539 | ||
Office Equipment [Member] | ||||
Total property and equipment | $ 16,336 | |||
Estimated Useful Life in Years | 5 years | |||
Office Furniture and Fixtures [Member] | ||||
Total property and equipment | $ 44,934 | 2,431 | ||
Estimated Useful Life in Years | 7 years | |||
Vehicles [Member] | ||||
Total property and equipment | $ 2,250 | |||
Estimated Useful Life in Years | 3 years | |||
Leasehold Improvements [Member] | ||||
Total property and equipment | $ 1,424,904 | 254,515 | ||
Estimated Useful Life | Shorter of asset or lease term | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Total property and equipment | $ 1,583,973 | 1,579,353 | 1,848,416 | |
Less: accumulated depreciation | (930,307) | (870,555) | (742,684) | |
Total property and equipment, net | 653,666 | 708,798 | 1,105,732 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Computers [Member] | ||||
Total property and equipment | $ 23,015 | $ 23,015 | 23,015 | |
Estimated Useful Life in Years | 3 years | 3 years | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Machinery and Equipment [Member] | ||||
Total property and equipment | $ 797,608 | $ 792,988 | 667,780 | |
Estimated Useful Life in Years | 5 years | 5 years | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Office Equipment [Member] | ||||
Total property and equipment | $ 36,328 | $ 36,328 | 18,067 | |
Estimated Useful Life in Years | 5 years | 5 years | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Office Furniture and Fixtures [Member] | ||||
Total property and equipment | $ 56,448 | $ 56,449 | 56,448 | |
Estimated Useful Life in Years | 5 years | 5 years | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Rehab Equipment [Member] | ||||
Total property and equipment | $ 196,428 | $ 196,427 | 103,089 | |
Estimated Useful Life in Years | 5 years | 5 years | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Vehicles [Member] | ||||
Total property and equipment | $ 6,000 | $ 6,000 | 6,000 | |
Estimated Useful Life in Years | 3 years | 3 years | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Leasehold Improvements [Member] | ||||
Total property and equipment | $ 468,146 | $ 468,146 | 105,707 | |
Estimated Useful Life | Shorter of asset or lease term | Shorter of asset or lease term | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Land [Member] | ||||
Total property and equipment | 172,379 | |||
Estimated Useful Life in Years | 0 years | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Building [Member] | ||||
Total property and equipment | $ 695,931 | |||
Estimated Useful Life in Years | 40 years |
Property and Equipment (Detai_4
Property and Equipment (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||
Depreciation and amortization | $ 39,036 | $ 27,104 | $ 134,563 | $ 70,979 |
Property and Equipment - Sche_3
Property and Equipment - Schedule of Property and Equipment (Details) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total property and equipment | $ 3,706,656 | $ 608,686 | ||
Less: accumulated depreciation | (286,522) | (65,895) | ||
Total property and equipment, net | $ 3,420,132 | 542,791 | ||
Signs [Member] | ||||
Estimated Useful Life in Years | 5 years | |||
Total property and equipment | $ 19,590 | |||
Leasehold Improvements [Member] | ||||
Estimated Useful Life | Shorter of asset or lease term | |||
Total property and equipment | $ 1,424,904 | 254,515 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||
Total property and equipment | $ 1,091,769 | 1,084,063 | 836,199 | |
Less: accumulated depreciation | (244,578) | (205,543) | (70,979) | |
Total property and equipment, net | $ 847,191 | $ 878,521 | 765,220 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | Computers [Member] | ||||
Estimated Useful Life in Years | 3 years | 3 years | ||
Total property and equipment | $ 5,713 | $ 5,713 | 5,713 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | Machinery and Equipment [Member] | ||||
Estimated Useful Life in Years | 5 years | 5 years | ||
Total property and equipment | $ 296,086 | $ 294,320 | 166,503 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | Office Furniture and Fixtures [Member] | ||||
Estimated Useful Life in Years | 5 years | 5 years | ||
Total property and equipment | $ 10,828 | $ 10,828 | 10,828 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | Signs [Member] | ||||
Estimated Useful Life in Years | 5 years | 5 years | ||
Total property and equipment | $ 20,260 | $ 20,260 | 20,260 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | Leasehold Improvements [Member] | ||||
Estimated Useful Life | Shorter of asset or lease term. | Shorter of asset or lease term. | ||
Total property and equipment | $ 758,882 | $ 752,942 | $ 632,895 |
Property and Equipment (Detai_5
Property and Equipment (Details Narrative) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 544,820 | $ 36,422 | $ 65,895 | |||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||||
Depreciation | $ 8,148 | $ 9,318 | $ 17,930 | $ 25,460 |
Property and Equipment - Sche_4
Property and Equipment - Schedule of Property and Equipment (Details) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total property and equipment | $ 3,706,656 | $ 608,686 | ||
Less: accumulated depreciation | (286,522) | (65,895) | ||
Total property and equipment, net | $ 3,420,132 | 542,791 | ||
Leasehold Improvements [Member] | ||||
Estimated Useful Life | Shorter of asset or lease term | |||
Total property and equipment | $ 1,424,904 | 254,515 | ||
Medical Equipment [Member] | ||||
Estimated Useful Life in Years | 5 years | |||
Total property and equipment | $ 747,632 | 242,899 | ||
Office Furniture and Fixtures [Member] | ||||
Estimated Useful Life in Years | 7 years | |||
Total property and equipment | $ 44,934 | 2,431 | ||
Computers [Member] | ||||
Total property and equipment | $ 20,837 | 9,539 | ||
Vehicles [Member] | ||||
Estimated Useful Life in Years | 3 years | |||
Total property and equipment | $ 2,250 | |||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||
Total property and equipment | $ 415,080 | 415,080 | 415,080 | |
Less: accumulated depreciation | (394,058) | (386,510) | (368,580) | |
Total property and equipment, net | $ 21,022 | 28,570 | 46,500 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | Leasehold Improvements [Member] | ||||
Estimated Useful Life | Shorter of asset or lease term | |||
Total property and equipment | $ 47,597 | 47,597 | 47,597 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | Medical Equipment [Member] | ||||
Estimated Useful Life in Years | 5 years | |||
Total property and equipment | $ 245,214 | 245,214 | 245,214 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | Office Furniture and Fixtures [Member] | ||||
Estimated Useful Life in Years | 7 years | |||
Total property and equipment | $ 26,476 | 26,476 | 26,476 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | Computers [Member] | ||||
Estimated Useful Life in Years | 1 year 6 months | |||
Total property and equipment | $ 32,726 | 32,726 | 32,726 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | Vehicles [Member] | ||||
Estimated Useful Life in Years | 5 years | |||
Total property and equipment | $ 63,067 | $ 63,067 | $ 63,067 |
Intangibles Assets - Schedule o
Intangibles Assets - Schedule of Intangible Assets (Details) | Sep. 30, 2018USD ($) |
Intangible assets, cost | $ 6,567,238 |
Intangible assets, Accumulated Amortization | (324,194) |
Intangible assets, Net | 6,243,044 |
Management Service Agreement [Member] | |
Intangible assets, cost | 4,975,731 |
Intangible assets, Accumulated Amortization | (147,360) |
Intangible assets, Net | 4,828,371 |
Non Compete Agreement [Member] | |
Intangible assets, cost | 1,591,507 |
Intangible assets, Accumulated Amortization | (176,834) |
Intangible assets, Net | $ 1,414,673 |
Intangibles Assets - Schedule_2
Intangibles Assets - Schedule of Future Amortization of Intangible Assets (Details) | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2018 (three months) | $ 230,461 |
2,019 | 733,941 |
2,020 | 733,941 |
2,021 | 398,383 |
2,022 | 140,804 |
Thereafter | 4,005,513 |
Total | $ 6,243,044 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | ||||
Lease expiration, description | expire on various dates through 2027 | |||
Operating leases rent expense | $ 4,010,177 | $ 114,670 | $ 191,758 | $ 0 |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2018USD ($) |
Leases [Abstract] | |
2018 (three months) | $ 216,838 |
2,019 | 854,759 |
2,020 | 794,101 |
2,021 | 643,082 |
2,022 | 641,947 |
Thereafter | 1,651,210 |
Total | $ 4,801,937 |
Operating Leases (Details Nar_2
Operating Leases (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Lease expiration, description | expire on various dates through 2027 | |||||
Operating leases rent expense | $ 4,010,177 | $ 114,670 | $ 191,758 | $ 0 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Lease expiration, description | expire on various dates through 2024 | expire on various dates through 2024 | ||||
Operating leases rent expense | $ 49,067 | $ 45,850 | $ 191,760 | $ 149,189 |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Future Minimum Lease Payments (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
2018 (9 months) | $ 216,838 | ||
2,019 | 854,759 | ||
2,020 | 794,101 | ||
2,021 | 643,082 | ||
2,022 | 641,947 | ||
Thereafter | 1,651,210 | ||
Total | $ 4,801,937 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
2018 (9 months) | $ 182,193 | ||
2,019 | 242,924 | $ 242,924 | |
2,020 | 202,698 | 202,698 | |
2,021 | 70,980 | 70,980 | |
2,022 | 74,923 | 74,923 | |
Thereafter | 88,331 | 88,331 | |
Total | $ 862,049 | $ 922,780 |
Operating Leases (Details Nar_3
Operating Leases (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Lease expiration, description | expire on various dates through 2027 | |||||
Operating leases rent expense | $ 4,010,177 | $ 114,670 | $ 191,758 | $ 0 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Lease expiration, description | expire on various dates through 2024 | expire on various dates through 2024 | ||||
Operating leases rent expense | $ 49,067 | $ 45,850 | $ 191,760 | $ 149,189 |
Operating Leases - Schedule o_3
Operating Leases - Schedule of Future Minimum Lease Payments (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
2,019 | $ 854,759 | ||
2,020 | 794,101 | ||
2,021 | 643,082 | ||
2,022 | 641,947 | ||
Thereafter | 1,651,210 | ||
Total | $ 4,801,937 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
2,018 | $ 242,924 | ||
2,019 | $ 242,924 | 242,924 | |
2,020 | 202,698 | 202,698 | |
2,021 | 70,980 | 70,980 | |
2,022 | 74,923 | 74,923 | |
Thereafter | 88,331 | 88,331 | |
Total | $ 862,049 | $ 922,780 |
Operating Leases (Details Nar_4
Operating Leases (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Lease expiration, description | expire on various dates through 2027 | |||||
Operating leases rent expense | $ 4,010,177 | $ 114,670 | $ 191,758 | $ 0 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||||
Lease expiration, description | expire on various dates through 2026. | expire on various dates through 2026. | ||||
Operating leases rent expense | $ 65,376 | $ 53,874 | $ 252,654 | $ 141,702 |
Operating Leases - Schedule o_4
Operating Leases - Schedule of Future Minimum Lease Payments (Details) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
2018 (9 months) | $ 216,838 | ||
2,019 | 854,759 | ||
2,020 | 794,101 | ||
2,021 | 643,082 | ||
2,022 | 641,947 | ||
Thereafter | 1,651,210 | ||
Total | $ 4,801,937 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
2018 (9 months) | $ 191,150 | ||
2,019 | 254,866 | $ 254,866 | |
2,020 | 254,866 | 260,341 | |
2,021 | 260,341 | 253,565 | |
2,022 | 253,565 | ||
Thereafter | 753,360 | 753,360 | |
Total | $ 1,968,148 | $ 2,031,864 |
Operating Leases - Schedule o_5
Operating Leases - Schedule of Future Minimum Lease Payments (Details) (IMAC Regeneration Center of St Louis, LLC) (10-K) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
2,019 | $ 854,759 | ||
2,020 | 854,759 | ||
2,021 | 794,101 | ||
2,022 | 643,082 | ||
Thereafter | 1,651,210 | ||
Total | $ 4,801,937 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
2,018 | $ 254,866 | ||
2,019 | $ 254,866 | 254,866 | |
2,020 | 254,866 | 254,866 | |
2,021 | 254,866 | 260,341 | |
2,022 | 260,341 | 253,565 | |
Thereafter | 753,360 | 753,360 | |
Total | $ 1,968,148 | $ 2,031,864 |
Operating Leases (Details Nar_5
Operating Leases (Details Narrative) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Lease expiration, description | expire on various dates through 2027 | |||||
Operating leases rent expense | $ 4,010,177 | $ 114,670 | $ 191,758 | $ 0 | ||
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||||||
Lease expiration, description | expire on various dates through 2027 | |||||
Operating leases rent expense | $ 38,622 | $ 48,806 | $ 84,717 | $ 80,007 |
Operating Leases - Schedule o_6
Operating Leases - Schedule of Future Minimum Lease Payments (Details) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 |
2018 (six months) | $ 216,838 | |
Years Ending December 31 2020 | 854,759 | |
Years Ending December 31 2021 | 794,101 | |
Total | $ 4,801,937 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | ||
2018 (six months) | $ 36,252 | |
Years Ending December 31 2019 | 57,252 | |
Years Ending December 31 2020 | 33,250 | |
Years Ending December 31 2021 | 4,500 | |
Total | $ 131,254 |
Lines of Credit (Details Narrat
Lines of Credit (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Line of credit | $ 379,975 | $ 25,000 | |
Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | |||
Line of credit | $ 100,000 | ||
Line of credit, maturity date | Nov. 20, 2020 | ||
Line of credit, interest rate | 6.00% | ||
Line of Credit [Member] | Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] | |||
Line of credit | $ 79,975 | ||
IMAC St. Louis, LLC [Member] | |||
Line of credit | $ 150,000 | ||
Line of credit, maturity date | Nov. 15, 2018 | ||
Line of credit, interest rate | 4.25% | ||
IMAC St. Louis, LLC [Member] | Line of Credit [Member] | |||
Line of credit | $ 0 | 150,000 | 0 |
IMAC Regeneration Center of Nashville, P.C [Member] | |||
Line of credit | $ 150,000 | ||
Line of credit, maturity date | Oct. 15, 2018 | ||
Line of credit, interest rate | 6.50% | ||
IMAC Regeneration Center of Nashville, P.C [Member] | Line of Credit [Member] | |||
Line of credit | $ 150,000 | 25,000 | 0 |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | |||
Line of credit | $ 150,000 | ||
Line of credit, maturity date | Aug. 1, 2018 | ||
Line of credit, interest rate | 4.25% | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Line of Credit [Member] | |||
Line of credit | $ 150,000 | $ 100,000 | $ 140,000 |
Lines of Credit (Details Narr_2
Lines of Credit (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 | |
Line of credit | $ 25,000 | $ 379,975 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Line of credit | $ 149,902 | 100,000 | $ 140,000 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | IMAC Kentucky [Member] | ||||
Line of credit | $ 150,000 | $ 150,000 | ||
Line of credit, maturity date | Aug. 1, 2018 | Aug. 1, 2018 | ||
Line of credit, interest rate | 4.25% | 4.25% |
Lines of Credit (Details Narr_3
Lines of Credit (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 | |
Line of credit | $ 25,000 | $ 379,975 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Line of credit | $ 149,902 | 100,000 | $ 140,000 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | IMAC Kentucky [Member] | ||||
Line of credit | $ 150,000 | $ 150,000 | ||
Line of credit, maturity date | Aug. 1, 2018 | Aug. 1, 2018 | ||
Line of credit, interest rate | 4.25% | 4.25% |
Lines of Credit (Details Narr_4
Lines of Credit (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - IMAC Regeneration Center of St. Louis, LLC [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Line of credit | $ 150,000 | $ 150,000 |
Line of credit, maturity date | Nov. 15, 2018 | Nov. 15, 2018 |
Line of credit, interest rate | 4.25% | 4.25% |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) (Advantage Hand Therapy and Orthopedic Rehabilitation, LLC) - Advantage Hand Therapy and Orthopedic Rehabilitation, LLC [Member] - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Line of credit | $ 100,000 | ||
Line of credit, maturity date | Nov. 20, 2020 | ||
Line of credit, interest rate | 4.25% | ||
Line of Credit [Member] | |||
Line of credit | $ 81,365 | $ 83,138 | $ 84,497 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable | $ 4,213,325 | $ 614,084 | $ 500,000 |
Less: current portion | (3,855,628) | (157,932) | |
Notes payable, net of current portion | 357,697 | 456,152 | 500,000 |
Notes Payable [Member] | |||
Notes payable | 984,426 | 414,084 | 500,000 |
Notes Payable One [Member] | |||
Notes payable | 131,984 | 200,000 | |
Notes Payable Two [Member] | |||
Notes payable | 1,530,000 | ||
Notes Payable Three [Member] | |||
Notes payable | 1,232,500 | ||
Notes Payable Four [Member] | |||
Notes payable | 108,214 | ||
Notes Payable Five [Member] | |||
Notes payable | 117,214 | ||
Notes Payable Six [Member] | |||
Notes payable | 80,000 | ||
Notes Payable Seven [Member] | |||
Notes payable | $ 28,987 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Nov. 15, 2017 | Mar. 08, 2017 | Aug. 01, 2016 | May 04, 2016 | Sep. 17, 2014 | Jan. 31, 2018 | Sep. 30, 2018 | Jun. 15, 2018 | Jun. 01, 2018 | Mar. 31, 2018 | Mar. 06, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable | $ 4,213,325 | $ 614,084 | $ 500,000 | ||||||||||
Notes Payable [Member] | |||||||||||||
Debt instrument face amount | $ 2,000,000 | ||||||||||||
Notes payable | $ 379,676 | ||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||
Notes Payable One [Member] | |||||||||||||
Notes payable | $ 200,000 | ||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||
Debt instrument, periodic payment | $ 2,652 | ||||||||||||
Debt instrument balloon payment | $ 60,000 | ||||||||||||
Debt instrument maturity date | May 15, 2023 | ||||||||||||
Notes Payable Two [Member] | |||||||||||||
Debt instrument interest rate | 4.00% | ||||||||||||
Debt instrument maturity date | Jan. 31, 2019 | ||||||||||||
Debt instrument discount, percentage | 20.00% | ||||||||||||
Notes Payable Two [Member] | Private Placement [Member] | |||||||||||||
Debt instrument face amount | $ 2,000,000 | $ 1,730,000 | |||||||||||
Notes Payable Three [Member] | |||||||||||||
Debt instrument face amount | $ 1,200,000 | ||||||||||||
Debt instrument interest rate | 3.35% | ||||||||||||
Notes Payable Four [Member] | |||||||||||||
Notes payable | $ 131,400 | ||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||
Debt instrument, periodic payment | $ 1,394 | ||||||||||||
Debt instrument maturity date | Jul. 1, 2026 | ||||||||||||
Notes Payable Five [Member] | |||||||||||||
Notes payable | $ 200,000 | ||||||||||||
Debt instrument interest rate | 4.25% | ||||||||||||
Debt instrument, periodic payment | $ 3,881 | ||||||||||||
Debt instrument maturity date | May 4, 2021 | ||||||||||||
Notes Payable Six [Member] | |||||||||||||
Notes payable | $ 101,906 | ||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||
Debt instrument, periodic payment | $ 23,350 | ||||||||||||
Debt instrument maturity date | Dec. 31, 2021 | ||||||||||||
Notes Payable Seven [Member] | |||||||||||||
Notes payable | $ 133,555 | ||||||||||||
Debt instrument interest rate | 4.25% | ||||||||||||
Debt instrument, periodic payment | $ 2,475 | ||||||||||||
Debt instrument maturity date | Sep. 17, 2019 |
Notes Payable - Schedule of Pri
Notes Payable - Schedule of Principal Maturities of Notes Payable (Details) | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2018 (three months) | $ 3,855,628 |
2,019 | 106,554 |
2,020 | 86,081 |
2,021 | 73,147 |
2,022 | 43,935 |
Thereafter | 47,980 |
Total | $ 4,213,325 |
Notes Payable - Schedule of N_3
Notes Payable - Schedule of Notes Payable (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable | $ 4,213,325 | $ 614,084 | $ 500,000 | |
Less: current portion | (3,855,628) | (157,932) | ||
Notes payable, net of current portion | 357,697 | 456,152 | 500,000 | |
Notes Payable [Member] | ||||
Notes payable | 984,426 | 414,084 | 500,000 | |
Notes Payable One [Member] | ||||
Notes payable | 131,984 | 200,000 | ||
Notes Payable Two [Member] | ||||
Notes payable | $ 1,530,000 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Notes payable | $ 123,087 | 129,989 | 652,046 | |
Less: current portion | (48,412) | (49,989) | (76,950) | |
Notes payable, net of current portion | 74,675 | 80,000 | 575,095 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Notes Payable [Member] | ||||
Notes payable | 80,000 | 80,000 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Notes Payable One [Member] | ||||
Notes payable | $ 43,087 | 49,989 | 76,950 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Notes Payable Two [Member] | ||||
Notes payable | $ 575,096 |
Notes Payable - Schedule of N_4
Notes Payable - Schedule of Notes Payable (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) (Parenthetical) - USD ($) | Nov. 15, 2017 | Mar. 08, 2017 | Sep. 17, 2014 | Jan. 31, 2018 | Sep. 30, 2018 | Jun. 01, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 11, 2013 |
Notes payable | $ 4,213,325 | $ 614,084 | $ 500,000 | |||||||
Notes Payable [Member] | ||||||||||
Notes payable | $ 379,676 | |||||||||
Debt instrument interest rate | 10.00% | |||||||||
Notes Payable One [Member] | ||||||||||
Notes payable | $ 200,000 | |||||||||
Debt instrument, periodic payment | $ 2,652 | |||||||||
Debt instrument interest rate | 5.00% | |||||||||
Debt instrument maturity date | May 15, 2023 | |||||||||
Notes Payable Two [Member] | ||||||||||
Debt instrument interest rate | 4.00% | |||||||||
Debt instrument maturity date | Jan. 31, 2019 | |||||||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||||||
Notes payable | $ 123,087 | $ 129,989 | $ 652,046 | |||||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Notes Payable [Member] | ||||||||||
Notes payable | $ 101,906 | |||||||||
Debt instrument, periodic payment | $ 23,350 | |||||||||
Debt instrument interest rate | 5.00% | |||||||||
Debt instrument maturity date | Dec. 31, 2021 | |||||||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Notes Payable One [Member] | ||||||||||
Notes payable | $ 133,555 | |||||||||
Debt instrument, periodic payment | $ 2,475 | |||||||||
Debt instrument interest rate | 4.25% | |||||||||
Debt instrument maturity date | Sep. 17, 2019 | |||||||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Notes Payable Two [Member] | ||||||||||
Notes payable | $ 963,050 | |||||||||
Debt instrument interest rate | 4.95% |
Notes Payable - Schedule of P_2
Notes Payable - Schedule of Principal Maturities of Notes Payable (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 |
2018 (9 months) | $ 3,855,628 | |
2,019 | 106,554 | |
2,020 | 86,081 | |
2,021 | 73,147 | |
Total | $ 4,213,325 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||
2018 (9 months) | $ 48,412 | |
2,019 | 34,675 | |
2,020 | 20,000 | |
2,021 | 20,000 | |
Total | $ 123,087 |
Notes Payable - Schedule of N_5
Notes Payable - Schedule of Notes Payable (Details) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Sep. 30, 2018 | Jun. 01, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2017 | Dec. 31, 2016 | Aug. 01, 2016 | May 04, 2016 |
Notes payable | $ 4,213,325 | $ 614,084 | $ 500,000 | |||||
Less: current portion | (3,855,628) | (157,932) | ||||||
Notes payable, net of current portion | $ 357,697 | 456,152 | 500,000 | |||||
Notes Payable [Member] | ||||||||
Notes payable | $ 379,676 | |||||||
Notes Payable One [Member] | ||||||||
Notes payable | $ 200,000 | |||||||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||||||
Notes payable | $ 251,544 | 264,388 | 314,375 | |||||
Less: current portion | (52,814) | (52,236) | (49,987) | |||||
Notes payable, net of current portion | 198,730 | 212,152 | 264,388 | |||||
IMAC Regeneration Center of St. Louis, LLC [Member] | Notes Payable [Member] | ||||||||
Notes payable | 113,789 | 116,525 | 127,134 | $ 131,400 | $ 200,000 | |||
IMAC Regeneration Center of St. Louis, LLC [Member] | Notes Payable One [Member] | ||||||||
Notes payable | $ 137,755 | $ 147,863 | $ 187,241 |
Notes Payable - Schedule of N_6
Notes Payable - Schedule of Notes Payable (Details) (IMAC Regeneration Center of St Louis, LLC) (Parenthetical) - USD ($) | Aug. 01, 2016 | May 04, 2016 | Sep. 30, 2018 | Jun. 01, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable | $ 4,213,325 | $ 614,084 | $ 500,000 | ||||
Notes Payable [Member] | |||||||
Notes payable | $ 379,676 | ||||||
Debt instrument interest rate | 10.00% | ||||||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||||||
Notes payable | $ 251,544 | 264,388 | 314,375 | ||||
IMAC Regeneration Center of St. Louis, LLC [Member] | Notes Payable [Member] | |||||||
Notes payable | $ 131,400 | $ 200,000 | $ 113,789 | $ 116,525 | $ 127,134 | ||
Debt instrument installments payment | $ 1,394 | $ 3,881 | |||||
Debt instrument interest rate | 5.00% | 4.25% | |||||
Debt instrument maturity date | Jul. 1, 2026 | May 4, 2021 |
Notes Payable - Schedule of P_3
Notes Payable - Schedule of Principal Maturities of Notes Payable (Details) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
2018 (9 months) | $ 3,855,628 | ||
2,020 | 106,554 | ||
2,021 | 86,081 | ||
2,022 | 73,147 | ||
Thereafter | 43,935 | ||
Total | $ 4,213,325 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
2018 (9 months) | $ 39,392 | $ 52,236 | |
2,019 | 54,587 | 54,587 | |
2,020 | 57,047 | 57,047 | |
2,021 | 32,143 | 32,143 | |
2,022 | 13,615 | 13,615 | |
Thereafter | 54,760 | 54,760 | |
Total | $ 251,544 | $ 264,388 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Due to related party | $ 95,501 | $ 48,099 | |
SpeakLife [Member] | |||
Services fee | 99,000 | ||
UCI [Member] | |||
Services fee | $ 144,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Due to related party | $ 95,501 | $ 48,099 | ||
SpeakLife [Member] | ||||
Services fee | 99,000 | |||
UCI [Member] | ||||
Services fee | $ 144,000 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Due to related party | $ 41,060 | 99,832 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | SpeakLife [Member] | ||||
Services fee | 99,000 | $ 99,000 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | UCI [Member] | ||||
Services fee | $ 144,000 | $ 144,000 |
Related Party Transactions (D_3
Related Party Transactions (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SpeakLife [Member] | ||||
Services fee | $ 99,000 | |||
UCI [Member] | ||||
Services fee | $ 144,000 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | SpeakLife [Member] | ||||
Services fee | $ 99,000 | $ 99,000 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | UCI [Member] | ||||
Services fee | $ 144,000 | $ 144,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties Transactions (Details) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Due from related parties | $ 347,648 | $ 421,603 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||
Due from related parties | $ 41,060 | 99,832 | $ 48,099 | |
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | IMAC Holdings LLC [Member] | ||||
Due from related parties | 52,968 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | IMAC Regeneration Management of Nashville LLC [Member] | ||||
Due from related parties | 44,285 | |||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | IMAC Regeneration Center of St. Louis, LLC [Member] | ||||
Due from related parties | $ 2,579 |
Related Party Transactions (D_4
Related Party Transactions (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
IMAC Regeneration Center of St. Louis, LLC [Member] | ||
Due to related party | $ 128,593 | $ 4,331 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Related Parties Transactions (Details) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Due from related parties | $ 347,648 | $ 421,603 | |
IMAC Regeneration Center of St. Louis, LLC [Member] | Facility [Member] | |||
Due from related parties | 1,753 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | IMAC Holdings LLC [Member] | |||
Due from related parties | 2,577 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Integrated Medicine and Chiropractic Regeneration Center PC [Member] | |||
Due from related parties | $ 4,330 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Jun. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 |
Equity [Abstract] | ||||
Number of units authorized | 400 | |||
Number of units issued | 365 | |||
Number of units outstanding | 365 | |||
Conversion of units into shares, shares | 6,582,737 | |||
Shares issued price per share | $ 0.001 | |||
Number of shares issued during period, shares | 2,524,885 | |||
Number of shares issued during period, value | $ 1,050,000 | |||
Number of shares issued during period for services, shares | 90,174 | 360,698 | ||
Number of shares issued during period for services, value | $ 37,500 | $ 150,000 |
Members' Equity (Details Narrat
Members' Equity (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - shares | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Number of units authorized | 400 | ||
Number of units issued | 365 | ||
Number of units outstanding | 365 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | |||
Number of units authorized | 100 | 100 | |
Number of units issued | 100 | 100 | |
Number of units outstanding | 100 | 100 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percentage of contribution | 50.00% | |||
Contribution, amount | $ 15,580 | $ 9,615 | $ 13,379 | $ 914 |
Maximum [Member] | ||||
Percentage of contribution | 6.00% |
Retirement Plan (Details Narr_2
Retirement Plan (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percentage of contribution | 50.00% | |||||
Contribution, amount | $ 15,580 | $ 9,615 | $ 13,379 | $ 914 | ||
Maximum [Member] | ||||||
Percentage of contribution | 6.00% | |||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Percentage of contribution | 50.00% | 50.00% | ||||
Contribution, amount | $ 4,994 | $ 2,397 | $ 13,597 | $ 11,575 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Maximum [Member] | ||||||
Percentage of contribution | 6.00% | 6.00% |
Retirement Plan (Details Narr_3
Retirement Plan (Details Narrative) (Integrated Medicine and Chiropractic Regeneration Center PSC) (10K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percentage of contribution | 50.00% | |||||
Contribution, amount | $ 15,580 | $ 9,615 | $ 13,379 | $ 914 | ||
Maximum [Member] | ||||||
Percentage of contribution | 6.00% | |||||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | ||||||
Percentage of contribution | 50.00% | 50.00% | ||||
Contribution, amount | $ 4,994 | $ 2,397 | $ 13,597 | $ 11,575 | ||
Integrated Medicine and Chiropractic Regeneration Center PSC [Member] | Maximum [Member] | ||||||
Percentage of contribution | 6.00% | 6.00% |
Retirement Plan (Details Narr_4
Retirement Plan (Details Narrative) (IMAC Regeneration Center of St Louis, LLC) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Percentage of contribution | 50.00% | |||||
Contribution, amount | $ 15,580 | $ 9,615 | $ 13,379 | $ 914 | ||
Maximum [Member] | ||||||
Percentage of contribution | 6.00% | |||||
IMAC Regeneration Center of St. Louis, LLC [Member] | ||||||
Percentage of contribution | 50.00% | 50.00% | ||||
Contribution, amount | $ 2,709 | $ 0 | $ 891 | $ 0 | ||
IMAC Regeneration Center of St. Louis, LLC [Member] | Maximum [Member] | ||||||
Percentage of contribution | 6.00% | 6.00% |