Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 12, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-38797 | |||
Entity Registrant Name | IMAC Holdings, Inc. | |||
Entity Central Index Key | 0001729944 | |||
Entity Tax Identification Number | 83-0784691 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 1605 Westgate Circle | |||
Entity Address, City or Town | Brentwood | |||
Entity Address, State or Province | TN | |||
Entity Address, Postal Zip Code | 37027 | |||
City Area Code | 844 | |||
Local Phone Number | 266-4622 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 17 | |||
Entity Common Stock, Shares Outstanding | 26,485,167 | |||
Documents Incorporated by Reference | None. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 677 | 229 | ||
Auditor Name | Cherry Bekaert LLP | Daszkal Bolton LLP | ||
Auditor Location | Nashville, Tennessee | Boca Raton, Florida | ||
Common Stock [Member] | ||||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |||
Trading Symbol | IMAC | |||
Security Exchange Name | NASDAQ | |||
warrants to purchase common stock [Member] | ||||
Title of 12(b) Security | Warrants to Purchase Common Stock | |||
Trading Symbol | IMACW | |||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 7,118,980 | $ 2,623,952 |
Accounts receivable, net | 1,209,333 | 1,513,683 |
Deferred compensation, current portion | 191,657 | 309,375 |
Other assets | 547,536 | 310,359 |
Total current assets | 9,067,506 | 4,757,369 |
Property and equipment, net | 2,323,163 | 1,777,042 |
Other assets: | ||
Goodwill | 4,661,796 | 2,040,696 |
Intangible assets, net | 5,797,469 | 6,611,551 |
Deferred compensation, net of current portion | 73,816 | 354,906 |
Security deposits | 357,050 | 388,407 |
Right of use asset | 4,948,393 | 3,816,035 |
Total other assets | 15,838,524 | 13,211,595 |
Total assets | 27,229,193 | 19,746,006 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,523,332 | 1,692,283 |
Patient deposits | 320,917 | 295,071 |
Notes payable, current portion | 254,487 | 2,527,324 |
Finance lease obligation, current portion | 19,050 | 18,242 |
Liability to issue common stock, current portion | 337,935 | 339,375 |
Operating lease liability, current portion | 1,478,140 | 1,078,107 |
Total current liabilities | 4,933,861 | 5,950,402 |
Long-term liabilities: | ||
Notes payable, net of current portion | 104,697 | 1,958,883 |
Finance lease obligation, net of current portion | 29,273 | 48,323 |
Liability to issue common stock, net of current portion | 189,375 | 468,760 |
Operating lease liability, net of current portion | 4,018,926 | 3,506,484 |
Total liabilities | 9,276,132 | 11,932,852 |
Commitment and Contingencies – Note 14 | ||
Stockholders’ equity: | ||
Preferred stock - $0.001 par value, 5,000,000 authorized, nil issued and outstanding at December 31, 2021 and 2020 | ||
Common stock; $0.001 par value, 30,000,000 authorized; 26,876,409 and 12,839,972 shares issued at December 31, 2021 and 2020, respectively; 26,218,167 and 12,747,055 shares outstanding at December 31, 2021 and 2020, respectively. | 26,218 | 12,747 |
Additional paid-in capital | 46,133,777 | 25,465,094 |
Accumulated deficit | (28,206,934) | (17,664,687) |
Total stockholders’ equity | 17,953,061 | 7,813,154 |
Total liabilities and stockholders’ equity | $ 27,229,193 | $ 19,746,006 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 26,876,409 | 12,839,972 |
Common stock, shares outstanding | 26,218,167 | 12,747,055 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 14,385,828 | $ 12,835,198 |
Operating expenses: | ||
Patient expenses | 1,628,206 | 1,623,999 |
Salaries and benefits | 12,739,283 | 10,495,284 |
Share-based compensation | 570,513 | 392,050 |
Advertising and marketing | 1,324,715 | 933,338 |
Grant funds | (415,978) | |
General and administrative | 6,422,818 | 4,556,554 |
Depreciation and amortization | 1,649,187 | 1,722,465 |
Loss on disposal of assets | 149,464 | 63,779 |
Total operating expenses | 24,484,186 | 19,371,491 |
Operating loss | (10,098,358) | (6,536,293) |
Other income (expense): | ||
Interest income | 2,885 | 6,073 |
Other income | 57,329 | 6 |
Gain on extinguishment of debt | 1,550,843 | |
Interest expense | (504,103) | (563,067) |
Total other income (expenses) | (443,889) | 993,855 |
Net loss before income taxes | (10,542,247) | (5,542,438) |
Income taxes | ||
Net loss | $ (10,542,247) | $ (5,542,438) |
Net loss per share attributable to common stockholders | ||
Basic and diluted | $ (0.47) | $ (0.50) |
Weighted average common shares outstanding | ||
Basic and diluted | 22,551,699 | 11,050,144 |
Health Care, Patient Service [Member] | ||
Total revenue | $ 14,163,668 | $ 12,822,711 |
Others income [Member] | ||
Total revenue | 6,092 | |
Management Service [Member] | ||
Total revenue | $ 216,068 | $ 12,487 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Equity - USD ($) | Previously Reported [Member]Common Stock [Member] | Previously Reported [Member]Additional Paid-in Capital [Member] | Previously Reported [Member]Noncontrolling Interest [Member] | Previously Reported [Member]Retained Earnings [Member] | Previously Reported [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance, December 31, 2020, as revised at Dec. 31, 2019 | $ 8,907 | $ 20,050,634 | $ (2,080,199) | $ (10,042,050) | $ 7,937,292 | $ 8,907 | $ 20,050,634 | $ (12,122,249) | $ 7,937,292 | |
Beginning Balance, shares at Dec. 31, 2019 | 8,913,258 | 8,913,258 | ||||||||
Correction of immaterial error related to non-controlling interest | $ 2,080,199 | $ (2,080,199) | ||||||||
Issuance of common stock | $ 3,833 | 5,264,381 | 5,268,215 | |||||||
Stock Issued During Period, Shares, New Issues | 3,833,798 | |||||||||
Issuance of employee stock options | 150,085 | 150,085 | ||||||||
Net loss | (5,542,438) | (5,542,438) | ||||||||
Ending balance, value at Dec. 31, 2020 | $ 7,813,154 | $ 12,747 | 25,465,094 | (17,664,687) | 7,813,154 | |||||
Ending balance, shares at Dec. 31, 2020 | 12,747,055 | |||||||||
Issuance of common stock | $ 13,471 | 20,514,828 | 20,528,299 | |||||||
Stock Issued During Period, Shares, New Issues | 13,471,113 | |||||||||
Issuance of employee stock options | 153,855 | 153,855 | ||||||||
Net loss | (10,542,247) | (10,542,247) | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 26,218 | $ 46,133,777 | $ (28,206,934) | $ 17,953,061 | ||||||
Ending balance, shares at Dec. 31, 2021 | 26,218,167 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,542,247) | $ (5,542,438) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,649,187 | 1,722,465 |
Share based compensation | 570,513 | 392,050 |
Loss on disposition of assets | 149,464 | 63,779 |
Gain on extinguishment of debt | (1,550,843) | |
Gain on lease modification | (57,086) | |
Amortization of debt issuance expense | 312,857 | 237,143 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable, net | 304,350 | (234,518) |
(Increase) decrease in other assets | (158,834) | 162,891 |
(Increase) decrease in security deposits | 36,357 | 111,081 |
Decrease in right of use/lease liability | (162,797) | (197,944) |
Increase (decrease) in accounts payable and accrued expenses | 281,428 | (1,262,432) |
Increase in patient deposits | 25,846 | 105,380 |
Net cash from operating activities | (7,590,962) | (5,993,386) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (694,376) | (125,987) |
Brand development | (69,070) | |
Purchase of license fee | (243,750) | |
Acquisitions | (1,718,500) | (200,000) |
Proceeds from sale of property and equipment | 24,450 | |
Net cash from investing activities | (2,457,496) | (569,737) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 19,005,323 | 5,181,855 |
Proceeds from notes payable | 5,391,520 | |
Payments on notes payable | (4,436,375) | (1,505,055) |
Payments of debt issuance costs | (157,500) | |
Payments on line of credit | (79,961) | |
Payments on finance lease obligation | (25,462) | (17,473) |
Net cash from financing activities | 14,543,486 | 8,813,386 |
Net increase in cash | 4,495,028 | 2,250,263 |
Cash, beginning of period | 2,623,952 | 373,689 |
Cash, end of period | 7,118,980 | 2,623,952 |
Supplemental cash flow information: | ||
Interest paid | 239,011 | 63,152 |
Non Cash Financing and Investing: | ||
Business acquisition via stock issuance | 1,200,000 | |
Debt discount notes payable | 305,000 | |
Debt payments by sale of property and equipment | 1,232,500 | |
Gain on extinguishment of debt | $ 1,700,603 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers, The Back Space retail stores and our Investigational New Drug division. IMAC Holdings, Inc. and its affiliates (collectively, the “Company”) provide movement, orthopedic and neurological 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 or acquired through management service agreements seventeen (17) medical clinics located in Florida, Illinois, Kentucky, Louisiana, Missouri and Tennessee as of December 31, 2021. The Company has partnered with several well-known sports stars such as Ozzie Smith, David Price, Tony Delk and Mike Ditka in opening its medical clinics, with a focus on delivering sports medicine treatments without opioids. The Back Space operates a healthcare center specializing in chiropractic and spinal care services inside Walmart retail locations. As of December 31, 2021, the Back Space has opened four retail clinic locations in Missouri and Tennessee. The Company’s Investigational New Drug division is conducting a clinical trial for its investigational compound utilizing umbilical cord-derived allogenic mesenchymal stem cells for the treatment of bradykinesia due to Parkinson’s disease. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. 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 Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); 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”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entity which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (Kentucky PC); the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC. In January 2020, the Company consummated an agreement for the acquisition of Chiropractic Health of Southwest Florida, Inc. (“CHSF”) in Bonita Springs, Florida. In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois. In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, an entity which presents the results of Louisiana Medical due to control by contract. These acquisitions are included in the consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. Correction of Immaterial Error In connection with the evaluation of the accounting treatment for a new management agreement that was entered into during the fourth quarter of 2021, the Company reviewed the accounting of our existing management agreements with our PC entities combined with our current business practices. As a result of our review, we identified an accounting error related to recording of non-controlling interest. Management has determined that the previously recognized non-controlling interest should not have been included as part of our results. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the error and determined that the related impact did not materially misstate previously issued consolidated financial statements. Although the Company concluded that the misstatement was not material to its previously issued consolidated financial statements, the Company has determined it is appropriate to adjust its previously issued consolidated financial statements to correct for the error in the context of comparative financial statements. The following are the relevant line items from the Company’s consolidated financial statements which illustrate the effect of the corrections to the periods presented: Schedule of Financial Statements Error Correction December 31, 2020 As Previously Reported Adjustments As Revised Consolidated balance sheet Accumulated deficit $ (15,045,783 ) $ (2,618,904 ) $ (17,664,687 ) Non-controlling interest (2,618,904 ) 2,618,904 - Total stockholder’s equity 7,813,154 - 7,813,154 Consolidated statement of income Net loss attributable to non-controlling interest (538,705 ) 538,705 - Net loss attributable to IMAC Holdings, Inc. (5,003,733 ) (538,705 ) (5,542,438 ) Basic and diluted loss per common share (0.45 ) (0.05 ) (0.50 ) December 31, 2019 As Previously Reported Adjustments As Revised Consolidated statement of stockholders’ equity Accumulated deficit $ (10,042,050 ) $ (2,080,199 ) $ (12,122,249 ) Non-controlling interest (2,080,199 ) 2,080,199 - Total stockholders’ equity 7,937,292 - 7,937,292 Use of Estimates The preparation of consolidated financial statements in conformity with 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. COVID-19 Pandemic On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spread globally beyond the point of origin. On March 20, 2020 the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of these consolidated financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s combined financial condition, liquidity and future results of operations. Management is actively monitoring the impact of the global situation on its consolidated financial condition, liquidity, operations, suppliers, industry and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021 beyond the results presented in these consolidated financial statements. Due to the impacts of COVID-19 we have seen an increase in recruiting and labor costs as well as delays in supply chain. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services are billed either to the patient or a third-party payer, including Medicare. The Company recognizes service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected. Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There are five membership plans offered with different levels of service for each plan. The Company recognizes membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time. 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 a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services 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. The company recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space 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 rarely 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 and accounts payable 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. Variable Interest Entities Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company enters into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provides, on an exclusive basis, all non-clinical services of the practice. The consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “ Consolidation The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2021 and 2020, were approximately $ 2.2 1.7 666,000 661,000 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 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 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 payor, size of claim and estimated collection percentage for each patient account. 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 are computed using the straight-line method over the estimated useful lives 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. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. 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. Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2020 and 2021, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required. no Long-Lived Assets Long-lived assets such as property and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no triggering events and no impairments of long-lived assets for the years 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 approximately $ 1,325,000 and $ 933,000 for the years ended December 31, 2021 and 2020, respectively. Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized. |
Capital Requirements, Liquidity
Capital Requirements, Liquidity and Going Concern Considerations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Capital Requirements, Liquidity and Going Concern Considerations | Note 3 – Capital Requirements, Liquidity and Going Concern Considerations The Company’s consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception. The Company had working capital of approximately $ 4.1 million at December 31, 2021 and a deficiency in working capital of approximately $ 1.2 million at December 31, 2020. The Company had a net loss of approximately $ 10.5 million at December 31, 2021, and used cash in operations of approximately $ 7.6 million for the year ended December 31, 2021. The Company expects to continue to incur significant expenditures to develop and expand its owned and managed outpatient medical clinics. Management recognizes that the Company must obtain additional resources to successfully integrate its acquired and managed clinics and implement its business plans. Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2022 and beyond. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Concentration of Credit Risks
Concentration of Credit Risks | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks | Note 4 – Concentration of Credit Risks Cash The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits of $ 250,000 Revenue and Accounts Receivable Concentration As of December 31, 2021 and 2020, the Company had revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below: Schedule of Concentration Risk 2021 2020 % of % of % of % of Medicare payments 37 % 16 % 40 % 16 % |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable Accounts receivable consisted of the following at December 31: Schedule of Accounts Receivable 2021 2020 Accounts receivable, net of contractual adjustments $ 1,290,312 $ 1,542,665 Less: allowance for doubtful accounts (80,979 ) (28,982 ) Accounts receivable, net $ 1,209,333 $ 1,513,683 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 6 – Business Acquisitions IMAC Florida On January 13, 2020, the Company and its wholly owned subsidiary IMAC Florida consummated the acquisition of CHSF, a chiropractic practice in Bonita Springs, Florida. The transaction was completed as a purchase of the practice for $ 200,000 . The Company has included the financial results of IMAC Florida, which controls CHSF, from January 13, 2020, the date of acquisition. A total of $ 128,802 50,358 20,840 In February 2021, the Company completed the acquisition of and signed Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. The transaction was completed for $ 421,000 . Willmitch Chiropractic’s founder, Martin Willmitch, will remain with the Company and serve as Vice President of Managed Care of IMAC Holdings. A total of $ 7,400 413,600 In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. The transaction was completed as an asset purchase for $ 142,500 . A total of $ 149,720 7,220 In June 2021, the Company completed an asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida. The transaction was completed as an asset purchase for $ 50,000 . A total of $ 45,000 5,000 IMAC Chicago In June 2021, the Company also completed an asset purchase of Active Medical Center in Naperville, Illinois. The transaction was completed as an asset purchase for $ 205,000 . 200,000 5,000 IMAC Louisiana In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc. The transaction was completed for $ 1,200,000 1,200,000 The Company is in the process of completing its formal valuation analysis to identify and determine the fair value of identifiable tangible assets acquired related to this acquisition. Thus, the final allocation of the purchase price may differ from the preliminary allocation at December 31, 2021 based on completion of the valuation of the identifiable intangible assets. A total of $ 192,500 2,207,500 The acquired businesses contributed revenues of approximately $ 928,000 3,000 Schedule of Business Acquisition, Pro Forma Information Pro forma year ended December 31, 2021 (unaudited) Pro forma year ended December 31, 2020 (unaudited) Revenue $ 15,893,773 $ 15,657,944 Loss (10,769,552 ) (5,588,396 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment consisted of the following at December 31: Schedule of Property and Equipment Estimated Useful Life in Years 2021 2020 Leasehold improvements Shorter of asset or lease term $ 2,127,762 $ 2,064,669 Equipment 1.5 – 10 2,810,028 2,012,276 Total property and equipment 4,937,790 4,076,945 Less: accumulated depreciation (2,990,902 ) (2,302,273 ) property and equipment 1,946,888 1,774,672 Construction in progress 376,275 2,370 Total property and equipment, net $ 2,323,163 $ 1,777,042 Depreciation was $ 761,034 786,313 |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | Note 8 – Intangibles Assets and Goodwill Intangible assets that were acquired in connection with the acquisition transactions (Note 6) during 2021 and 2020: Schedule of Intangible Assets and Goodwill December 31, 2021 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (2,500,418 ) $ 5,439,980 Non-compete agreements 3 306,000 (302,458 ) 3,542 Customer lists 3 134,882 (89,921 ) 44,961 Brand development 15 69,071 (3,835 ) 65,236 Definite lived assets 8,450,351 (2,896,632 ) 5,553,719 Research and development 243,750 - 243,750 Goodwill 4,661,796 - 4,661,796 Total intangible assets and goodwill $ 13,355,897 $ (2,896,632 ) $ 10,459,265 December 31, 2020 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (1,706,379 ) $ 6,234,019 Non-compete agreements 3 301,000 (257,139 ) 43,861 Customer lists 3 134,882 (44,961 ) 89,921 Definite lived assets 8,376,280 (2,008,479 ) 6,367,081 Research and development 243,750 - 243,750 Goodwill 2,040,696 - 2,040,696 Total intangible assets and goodwill $ 10,660,726 $ (2,008,479 ) $ 8,652,247 Amortization was $ 888,153 936,152 The Company’s estimated future amortization of intangible assets is as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, 2022 $ 846,260 2023 799,686 2024 798,645 2025 798,645 2026 798,645 Thereafter 1,511,838 Total $ 5,553,719 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
Operating Leases | Note 9 – Operating Leases On January 1, 2019, the Company adopted Topic ASC 842 using the modified retrospective method applied to leases that were in place at January 1, 2019. The Company’s leases consist of operating leases that relate to real estate rental agreements. All of the value of the Company’s lease portfolio upon adoption relates to real estate lease agreements that were entered into starting March 2017. Discount Rate Applied to Property Operating Lease To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate of leases added during the year ended December 31, 2021, the Company used a weighted average interest rate. Right of Use Assets Right of use assets are included in the consolidated Balance Sheet as follows: Schedule of Operating Lease Right of Use Assets December 31, December 31, Non-current assets Right of use assets, net of amortization $ 4,948,393 $ 3,816,035 Total operating lease cost Individual components of the total lease cost incurred by the Company is as follows: Schedule of Operating Lease Cost Year Ended December 31, Year Ended December 31, Operating lease expense $ 1,333,916 $ 1,236,180 Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease. Maturity of operating leases The amount of future minimum lease payments under operating are as follows: Schedule of Future Minimum Lease Payments Operating Undiscounted future minimum lease payments: 2022 $ 1,711,749 2023 1,612,648 2024 1,223,487 2025 869,279 2026 539,902 Thereafter 155,514 Total 6,112,579 Amount representing imputed interest (615,513 ) Total operating lease liability 5,497,066 Current portion of operating lease liability (1,478,140 ) Operating lease liability, non-current $ 4,018,926 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 – Notes Payable Set forth below is a summary of the Company’s outstanding debt as of December 31, 2021 and December 31, 2020: Schedule of Notes Payable December 31, December 31, 2021 2020 Note payable to Edward S. Bredniak 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 which carries an interest rate of 10% per annum. This note was amended in September 2020 and all outstanding balances are due January 5, 2022. This note was paid in full on March 29, 2021. $ - $ 1,750,000 Note payable to Edward S. Bredniak in the amount of up to $ 2,000,000 379,676 10 January 5, 2022 $ - $ 1,750,000 Note payable to a financial institution in the amount of $ 200,000 66 2,652 5 60,000 May 15, 2023 43,413 72,238 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 68,378 81,330 Note payable to a financial institution in the amount of $ 200,000 60 3,881 4.25 - 19,191 Note payable to an employee in the amount of $ 101,906 five 23,350 5 - 20,000 $ 112,800 60 2,129 5 June 1, 2024 59,913 81,862 Note payable to a financial institution in the amount of $ 140,000 36 4,225 5.39 September 19, 2022 37,179 84,444 Note payable in the amount of $ 2,690,000 April 29, 2022 7 150,301 2,690,000 Unamortized debt issuance costs - (312,858 ) 359,184 4,486,207 Less: current portion: (254,487 ) (2,527,324 ) $ 104,697 $ 1,958,883 Principal maturities of notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2022 $ 254,487 2023 51,657 2024 27,631 2025 15,813 2026 9,596 Thereafter - Total $ 359,184 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 11 – Shareholders’ Equity On June 18, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional accredited investors (the “Purchasers”) pursuant to which the Company offered for sale to the Purchasers an aggregate of 1,764,000 1.50 2.644 0.5 On October 5, 2020, the Company launched an at-the-market offering of up to $ 5,000,000 worth of shares of the Company’s common stock pursuant to an At-The-Market Issuance Sales Agreement, dated October 5, 2020, by and between the Company and Ascendiant Capital Markets, LLC. Since the launch and as of December 31, 2021, pursuant to the Agreement, the Company had sold 1,541,758 shares of common stock through Ascendiant Capital Markets for aggregate proceeds to the Company of $ 2.9 million. During March 2021, the Company completed a public offering by issuing 10,625,000 shares of common stock for gross proceeds of $ 17.0 million and incurring $ 1.2 1.8 million for the repayment of certain indebtedness and is using the remaining proceeds for the repayment of certain other indebtedness, to finance the costs of developing and acquiring additional outpatient medical clinics and healthcare centers as part of the Company’s growth and expansion strategy and for working capital. On April 7, 2021 the Company closed on the sale of an additional 1,193,750 shares of common stock at the recent public offering price of $ 1.60 per share, pursuant to the 15 % over-allotment option exercised in full by the underwriters in connection with its public offering that closed March 2021. The Company received gross proceeds of $ 1.91 115,000 On October 1, 2021, the Company completed a stock purchase agreement and issued 810,811 1,200,000 2018 Incentive Compensation Plan The Company’s board of directors and holders of a majority of outstanding shares approved and adopted the Company’s 2018 Incentive Compensation Plan (“2018 Plan”) in May 2018, reserving the issuance of up to 1,000,000 Stock Options As of December 30, 2021, the Company had issued non-qualified stock options to purchase 367,051 shares of its common stock to various employees of the Company. Most options vest over a period of four years , with 25 % vesting after one year and the remaining 75 % vesting in equal monthly installments over the following 36 months and are exercisable for a period of ten years. One award granted in 2021 vests over a period of one year and is exercisable for a period of ten years. Stock based compensation for stock options is estimated at the grant date based on the fair value calculated using the Black-Scholes method. The per-share fair values of these options is calculated based on the Black-Scholes-Merton pricing model. The information below summarizes the stock options: Schedule of Stock Option Activity Number of Weighted Average Weighted Outstanding at December 31, 2019 306,202 $ 4.04 3.38 Granted 90,500 1.24 3.07 Exercised - - - Cancelled (36,533 ) 2.12 2.87 Outstanding at December 31, 2020 360,169 $ 3.43 3.35 Granted 49,000 1.60 3.40 Exercised - - - Cancelled (42,118 ) 3.92 1.44 Outstanding at December 31, 2021 367,051 $ 3.23 3.58 Restricted Stock Units On May 21, 2019, the Company granted an aggregate of 277,500 four years 30,000 On May 21, 2020, the Company granted 10,000 On October 20, 2020, the Company granted an aggregate of 300,000 one 150,000 On January 30, 2021, the Company granted an aggregate of 17,000 one year On October 27, 2021 the Company granted 10,000 Schedule of Restricted Stock Units Number of Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 247,500 $ 4.04 Granted 310,000 0.83 Vested (76,875 ) 3.72 Cancelled (40,000 ) 4.04 Outstanding at December 31, 2020 440,625 $ 1.83 Granted 27,000 1.56 Vested (206,875 ) 1.56 Cancelled - - Outstanding at December 31, 2021 260,750 $ 2.02 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 12 – 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 6 139,870 103,902 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes For the year ended December 31, 2021, and December 31, 2020, no income tax expense or benefit was recorded related to income taxes due to the Company’s overall operating results and the change in the valuation allowance. The components of income tax expense (benefit) for the year ended December 31, 2021, and December 31, 2020, are as follows: Schedule of Components of Income Tax Benefits December 31, December 31, Current income tax expense (refund) - federal $ - $ - Current income tax expense (refund) - state - - Total current income tax expense (refund) - - Deferred income tax expense (benefit) - federal - - Deferred income tax expense (benefit) - state - - Total deferred income tax expense (benefit) - - Total provision for income taxes $ - $ - The reconciliation of the income tax expense (benefit) to the U.S. federal statutory income tax rate is as follows: Schedule of Company’s Effective Income Tax Rate Reconciliation December 31, December 31, Federal statutory income tax 21.00 % 21.00 % Permanent differences (0.01 )% (0.04 )% Change in valuation allowance (25.77 )% (25.73 )% State income taxes, net of federal benefit 4.78 % 4.77 % Total 0.00 % 0.00 % The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, December 31, Deferred tax assets: Reserves & allowances $ 20,880 $ 73,758 Charitable contribution carry-forward 3,020 3,020 Net operating loss carry-forward - federal 6,049,391 3,826,275 Net operating loss carry-forward - state 1,887,147 1,182,423 Non-qualified stock options 349,328 202,222 Total deferred tax assets $ 8,309,766 $ 5,287,698 Deferred tax liabilities: Depreciation $ (200,738 ) $ (161,956 ) Amortization (119,004 ) (58,951 ) Total deferred tax liabilities $ (319,742 ) $ (220,907 ) Less valuation allowance (7,990,024 ) (5,066,791 ) Total net deferred tax assets $ - $ - The Company has federal net operating loss carry-forward of approximately $ 28.8 million and state and local net operating losses of approximately $ 30.1 million. There is no expiration of the federal loss carry-forwards as all federal net operating loss carry-forwards were generated after 2017. The state and local operating loss carry-forwards are subject to expiration beginning in 2031. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management assessed all available evidence to estimate if sufficient future taxable income will be generated in the appropriate period and of the appropriate character to realize deferred tax assets. Based on Management’s assessment, on December 31, 2021, and 2020, a full valuation allowance of $ 8.0 5.1 2.9 The Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as December 31, 2021. The Company had no unrecognized tax benefits recorded as of December 31, 2021, and December 31, 2020. The Company is subject to taxation by federal, state, and local taxing authorities. The Company’s federal, state, and local income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal, state, and local income tax returns for 2018 through 2020 remain open to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies The Company accrues a liability and charges operations for the estimated costs of contingent liabilities, including adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date, where there is a reasonable possibility that a loss has been incurred and the loss (or range of probable loss) is estimable. From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity. Third Party Audit From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by the Center for Medicare & Medicaid Services (“CMS”) conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations. On June 3, 2021, the Company received a request for payment from CMS in the amount of $ 2,918,472 5,327.73 This amount represented a statistical extrapolation of $ 11,530 5,327.73 At this stage of the appeals process, based on the information currently available to the Company, the Company is unable to predict the timing and ultimate outcome of this matter and therefore is unable to estimate the range of possible loss. Any potential loss may be classified as errors and omissions for which insurance coverage was in place during a majority of the years being evaluated. On October 21, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $ 2,716,056.33 6,791.33 2,709,265 As of December 31, 2021, the Company has not recorded a provision for this claim, as management does not believe that an estimate of a possible loss or range of loss can reasonably be made at this time. |
Quarterly Data _ Unaudited
Quarterly Data – Unaudited | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data – Unaudited | Note 15 – Quarterly Data – Unaudited Revised Interim Financial Information The following tables present amounts previously reported and revised as a result of the error associated with the accounting for our managed PCs. See Note 2 for additional information. Schedule of Error Corrections and Prior Period Adjustments As of and For the Three Months Ended March 31, 2020 As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (11,775,595 ) $ (14,192,398 ) Non-controlling interests (2,416,803 ) - Consolidated statement of income Net loss attributable to non-controlling interest (336,604 ) - Net loss attributable to IMAC Holdings, Inc. (1,733,545 ) (2,070,149 ) Basic and diluted loss per common share (0.18 ) (0.22 ) As of and For the Three Months Ended June 30, 2020 As of and For the Six Months Ended June 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (13,806,283 ) $ (16,167,510 ) $ (13,806,283 ) $ (16,167,510 ) Non-controlling interests (2,361,227 ) - (2,361,227 ) - Consolidated statement of income Net (loss) income attributable to non-controlling interest 55,576 - (281,028 ) - Net loss attributable to IMAC Holdings, Inc. (2,030,688 ) (1,975,112 ) (3,764,233 ) (4,045,261 ) Basic and diluted loss per common share (0.20 ) (0.19 ) (0.38 ) (0.41 ) As of and For the Three Months Ended September 30, 2020 As of and For the Nine Months Ended September 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (15,235,941 ) $ (17,639,909 ) $ (15,235,941 ) $ (17,639,909 ) Non-controlling interests (2,403,968 ) - (2,403,968 ) - Consolidated statement of income Net loss attributable to non-controlling interest (42,741 ) - (323,769 ) - Net loss attributable to IMAC Holdings, Inc. (1,429,658 ) (1,472,399 ) (5,193,891 ) (5,517,660 ) Basic and diluted loss per common share (0.12 ) (0.12 ) (0.49 ) (0.52 ) As of and For the Three Months Ended March 31, 2021 As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (17,035,818 ) $ (19,894,110 ) Non-controlling interests (2,858,292 ) - Consolidated statement of income Net loss attributable to non-controlling interest (239,388 ) - Net loss attributable to IMAC Holdings, Inc. (1,990,035 ) (2,229,423 ) Basic and diluted loss per common share (0.15 ) (0.17 ) As of and For the Three Months Ended June 30, 2021 As of and For the Six Months Ended June 30, 2021 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (19,031,862 ) $ (22,432,851 ) $ (19,031,862 ) $ (22,432,851 ) Non-controlling interests (3,400,989 ) - (3,400,989 ) - Consolidated statement of income Net loss attributable to non-controlling interest (542,697 ) - (782,085 ) - Net loss attributable to IMAC Holdings, Inc. (1,996,044 ) (2,538,741 ) (3,986,079 ) (4,768,164 ) Basic and diluted loss per common share (0.08 ) (0.10 ) (0.20 ) (0.24 ) As of and For the Three Months Ended September 30, 2021 As of and For the Nine Months Ended September 30, 2021 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (20,752,598 ) $ (25,325,482 ) $ (20,752,598 ) $ (25,325,482 ) Non-controlling interests (4,572,884 ) - (4,572,884 ) - Consolidated statement of income Net loss attributable to non-controlling interest (1,171,895 ) - (1,953,980 ) - Net loss attributable to IMAC Holdings, Inc. (1,720,736 ) (2,892,631 ) (5,706,815 ) (7,660,795 ) Basic and diluted loss per common share (0.07 ) (0.11 ) (0.27 ) (0.36 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events In February 2022 the Company announced Dr. Ben Lerner had become the Chief Operating Officer and Dr. Matt Wallis, current COO, will continue with the Company as President and Executive Director. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. 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 Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); 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”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entity which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (Kentucky PC); the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC. In January 2020, the Company consummated an agreement for the acquisition of Chiropractic Health of Southwest Florida, Inc. (“CHSF”) in Bonita Springs, Florida. In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois. In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, an entity which presents the results of Louisiana Medical due to control by contract. These acquisitions are included in the consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. |
Correction of Immaterial Error | Correction of Immaterial Error In connection with the evaluation of the accounting treatment for a new management agreement that was entered into during the fourth quarter of 2021, the Company reviewed the accounting of our existing management agreements with our PC entities combined with our current business practices. As a result of our review, we identified an accounting error related to recording of non-controlling interest. Management has determined that the previously recognized non-controlling interest should not have been included as part of our results. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the error and determined that the related impact did not materially misstate previously issued consolidated financial statements. Although the Company concluded that the misstatement was not material to its previously issued consolidated financial statements, the Company has determined it is appropriate to adjust its previously issued consolidated financial statements to correct for the error in the context of comparative financial statements. The following are the relevant line items from the Company’s consolidated financial statements which illustrate the effect of the corrections to the periods presented: Schedule of Financial Statements Error Correction December 31, 2020 As Previously Reported Adjustments As Revised Consolidated balance sheet Accumulated deficit $ (15,045,783 ) $ (2,618,904 ) $ (17,664,687 ) Non-controlling interest (2,618,904 ) 2,618,904 - Total stockholder’s equity 7,813,154 - 7,813,154 Consolidated statement of income Net loss attributable to non-controlling interest (538,705 ) 538,705 - Net loss attributable to IMAC Holdings, Inc. (5,003,733 ) (538,705 ) (5,542,438 ) Basic and diluted loss per common share (0.45 ) (0.05 ) (0.50 ) December 31, 2019 As Previously Reported Adjustments As Revised Consolidated statement of stockholders’ equity Accumulated deficit $ (10,042,050 ) $ (2,080,199 ) $ (12,122,249 ) Non-controlling interest (2,080,199 ) 2,080,199 - Total stockholders’ equity 7,937,292 - 7,937,292 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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. |
COVID-19 Pandemic | COVID-19 Pandemic On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spread globally beyond the point of origin. On March 20, 2020 the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of these consolidated financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s combined financial condition, liquidity and future results of operations. Management is actively monitoring the impact of the global situation on its consolidated financial condition, liquidity, operations, suppliers, industry and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021 beyond the results presented in these consolidated financial statements. Due to the impacts of COVID-19 we have seen an increase in recruiting and labor costs as well as delays in supply chain. |
Revenue Recognition | Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services are billed either to the patient or a third-party payer, including Medicare. The Company recognizes service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected. Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There are five membership plans offered with different levels of service for each plan. The Company recognizes membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time. 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 a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services 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. The company recognize other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space 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 rarely 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 and accounts payable 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. |
Variable Interest Entities | Variable Interest Entities Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company enters into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provides, on an exclusive basis, all non-clinical services of the practice. The consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “ Consolidation The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2021 and 2020, were approximately $ 2.2 1.7 666,000 661,000 |
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 |
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 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 payor, size of claim and estimated collection percentage for each patient account. 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 are computed using the straight-line method over the estimated useful lives 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. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. 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. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2020 and 2021, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required. no |
Long-Lived Assets | Long-Lived Assets Long-lived assets such as property and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no triggering events and no impairments of long-lived assets for the years 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 approximately $ 1,325,000 and $ 933,000 for the years ended December 31, 2021 and 2020, respectively. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Financial Statements Error Correction | Schedule of Financial Statements Error Correction December 31, 2020 As Previously Reported Adjustments As Revised Consolidated balance sheet Accumulated deficit $ (15,045,783 ) $ (2,618,904 ) $ (17,664,687 ) Non-controlling interest (2,618,904 ) 2,618,904 - Total stockholder’s equity 7,813,154 - 7,813,154 Consolidated statement of income Net loss attributable to non-controlling interest (538,705 ) 538,705 - Net loss attributable to IMAC Holdings, Inc. (5,003,733 ) (538,705 ) (5,542,438 ) Basic and diluted loss per common share (0.45 ) (0.05 ) (0.50 ) December 31, 2019 As Previously Reported Adjustments As Revised Consolidated statement of stockholders’ equity Accumulated deficit $ (10,042,050 ) $ (2,080,199 ) $ (12,122,249 ) Non-controlling interest (2,080,199 ) 2,080,199 - Total stockholders’ equity 7,937,292 - 7,937,292 |
Concentration of Credit Risks (
Concentration of Credit Risks (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | As of December 31, 2021 and 2020, the Company had revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below: Schedule of Concentration Risk 2021 2020 % of % of % of % of Medicare payments 37 % 16 % 40 % 16 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following at December 31: Schedule of Accounts Receivable 2021 2020 Accounts receivable, net of contractual adjustments $ 1,290,312 $ 1,542,665 Less: allowance for doubtful accounts (80,979 ) (28,982 ) Accounts receivable, net $ 1,209,333 $ 1,513,683 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition, Pro Forma Information | Schedule of Business Acquisition, Pro Forma Information Pro forma year ended December 31, 2021 (unaudited) Pro forma year ended December 31, 2020 (unaudited) Revenue $ 15,893,773 $ 15,657,944 Loss (10,769,552 ) (5,588,396 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at December 31: Schedule of Property and Equipment Estimated Useful Life in Years 2021 2020 Leasehold improvements Shorter of asset or lease term $ 2,127,762 $ 2,064,669 Equipment 1.5 – 10 2,810,028 2,012,276 Total property and equipment 4,937,790 4,076,945 Less: accumulated depreciation (2,990,902 ) (2,302,273 ) property and equipment 1,946,888 1,774,672 Construction in progress 376,275 2,370 Total property and equipment, net $ 2,323,163 $ 1,777,042 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets that were acquired in connection with the acquisition transactions (Note 6) during 2021 and 2020: Schedule of Intangible Assets and Goodwill December 31, 2021 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (2,500,418 ) $ 5,439,980 Non-compete agreements 3 306,000 (302,458 ) 3,542 Customer lists 3 134,882 (89,921 ) 44,961 Brand development 15 69,071 (3,835 ) 65,236 Definite lived assets 8,450,351 (2,896,632 ) 5,553,719 Research and development 243,750 - 243,750 Goodwill 4,661,796 - 4,661,796 Total intangible assets and goodwill $ 13,355,897 $ (2,896,632 ) $ 10,459,265 December 31, 2020 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 $ 7,940,398 $ (1,706,379 ) $ 6,234,019 Non-compete agreements 3 301,000 (257,139 ) 43,861 Customer lists 3 134,882 (44,961 ) 89,921 Definite lived assets 8,376,280 (2,008,479 ) 6,367,081 Research and development 243,750 - 243,750 Goodwill 2,040,696 - 2,040,696 Total intangible assets and goodwill $ 10,660,726 $ (2,008,479 ) $ 8,652,247 |
Schedule of Future Amortization of Intangible Assets | The Company’s estimated future amortization of intangible assets is as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, 2022 $ 846,260 2023 799,686 2024 798,645 2025 798,645 2026 798,645 Thereafter 1,511,838 Total $ 5,553,719 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
Schedule of Operating Lease Right of Use Assets | Right of use assets are included in the consolidated Balance Sheet as follows: Schedule of Operating Lease Right of Use Assets December 31, December 31, Non-current assets Right of use assets, net of amortization $ 4,948,393 $ 3,816,035 |
Schedule of Operating Lease Cost | Individual components of the total lease cost incurred by the Company is as follows: Schedule of Operating Lease Cost Year Ended December 31, Year Ended December 31, Operating lease expense $ 1,333,916 $ 1,236,180 |
Schedule of Future Minimum Lease Payments | The amount of future minimum lease payments under operating are as follows: Schedule of Future Minimum Lease Payments Operating Undiscounted future minimum lease payments: 2022 $ 1,711,749 2023 1,612,648 2024 1,223,487 2025 869,279 2026 539,902 Thereafter 155,514 Total 6,112,579 Amount representing imputed interest (615,513 ) Total operating lease liability 5,497,066 Current portion of operating lease liability (1,478,140 ) Operating lease liability, non-current $ 4,018,926 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Set forth below is a summary of the Company’s outstanding debt as of December 31, 2021 and December 31, 2020: Schedule of Notes Payable December 31, December 31, 2021 2020 Note payable to Edward S. Bredniak 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 which carries an interest rate of 10% per annum. This note was amended in September 2020 and all outstanding balances are due January 5, 2022. This note was paid in full on March 29, 2021. $ - $ 1,750,000 Note payable to Edward S. Bredniak in the amount of up to $ 2,000,000 379,676 10 January 5, 2022 $ - $ 1,750,000 Note payable to a financial institution in the amount of $ 200,000 66 2,652 5 60,000 May 15, 2023 43,413 72,238 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 68,378 81,330 Note payable to a financial institution in the amount of $ 200,000 60 3,881 4.25 - 19,191 Note payable to an employee in the amount of $ 101,906 five 23,350 5 - 20,000 $ 112,800 60 2,129 5 June 1, 2024 59,913 81,862 Note payable to a financial institution in the amount of $ 140,000 36 4,225 5.39 September 19, 2022 37,179 84,444 Note payable in the amount of $ 2,690,000 April 29, 2022 7 150,301 2,690,000 Unamortized debt issuance costs - (312,858 ) 359,184 4,486,207 Less: current portion: (254,487 ) (2,527,324 ) $ 104,697 $ 1,958,883 |
Schedule of Principal Maturities of Notes Payable | Principal maturities of notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2022 $ 254,487 2023 51,657 2024 27,631 2025 15,813 2026 9,596 Thereafter - Total $ 359,184 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | The information below summarizes the stock options: Schedule of Stock Option Activity Number of Weighted Average Weighted Outstanding at December 31, 2019 306,202 $ 4.04 3.38 Granted 90,500 1.24 3.07 Exercised - - - Cancelled (36,533 ) 2.12 2.87 Outstanding at December 31, 2020 360,169 $ 3.43 3.35 Granted 49,000 1.60 3.40 Exercised - - - Cancelled (42,118 ) 3.92 1.44 Outstanding at December 31, 2021 367,051 $ 3.23 3.58 |
Schedule of Restricted Stock Units | Schedule of Restricted Stock Units Number of Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 247,500 $ 4.04 Granted 310,000 0.83 Vested (76,875 ) 3.72 Cancelled (40,000 ) 4.04 Outstanding at December 31, 2020 440,625 $ 1.83 Granted 27,000 1.56 Vested (206,875 ) 1.56 Cancelled - - Outstanding at December 31, 2021 260,750 $ 2.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefits | Schedule of Components of Income Tax Benefits December 31, December 31, Current income tax expense (refund) - federal $ - $ - Current income tax expense (refund) - state - - Total current income tax expense (refund) - - Deferred income tax expense (benefit) - federal - - Deferred income tax expense (benefit) - state - - Total deferred income tax expense (benefit) - - Total provision for income taxes $ - $ - |
Schedule of Company’s Effective Income Tax Rate Reconciliation | The reconciliation of the income tax expense (benefit) to the U.S. federal statutory income tax rate is as follows: Schedule of Company’s Effective Income Tax Rate Reconciliation December 31, December 31, Federal statutory income tax 21.00 % 21.00 % Permanent differences (0.01 )% (0.04 )% Change in valuation allowance (25.77 )% (25.73 )% State income taxes, net of federal benefit 4.78 % 4.77 % Total 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, December 31, Deferred tax assets: Reserves & allowances $ 20,880 $ 73,758 Charitable contribution carry-forward 3,020 3,020 Net operating loss carry-forward - federal 6,049,391 3,826,275 Net operating loss carry-forward - state 1,887,147 1,182,423 Non-qualified stock options 349,328 202,222 Total deferred tax assets $ 8,309,766 $ 5,287,698 Deferred tax liabilities: Depreciation $ (200,738 ) $ (161,956 ) Amortization (119,004 ) (58,951 ) Total deferred tax liabilities $ (319,742 ) $ (220,907 ) Less valuation allowance (7,990,024 ) (5,066,791 ) Total net deferred tax assets $ - $ - |
Quarterly Data _ Unaudited (Tab
Quarterly Data – Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following tables present amounts previously reported and revised as a result of the error associated with the accounting for our managed PCs. See Note 2 for additional information. Schedule of Error Corrections and Prior Period Adjustments As of and For the Three Months Ended March 31, 2020 As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (11,775,595 ) $ (14,192,398 ) Non-controlling interests (2,416,803 ) - Consolidated statement of income Net loss attributable to non-controlling interest (336,604 ) - Net loss attributable to IMAC Holdings, Inc. (1,733,545 ) (2,070,149 ) Basic and diluted loss per common share (0.18 ) (0.22 ) As of and For the Three Months Ended June 30, 2020 As of and For the Six Months Ended June 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (13,806,283 ) $ (16,167,510 ) $ (13,806,283 ) $ (16,167,510 ) Non-controlling interests (2,361,227 ) - (2,361,227 ) - Consolidated statement of income Net (loss) income attributable to non-controlling interest 55,576 - (281,028 ) - Net loss attributable to IMAC Holdings, Inc. (2,030,688 ) (1,975,112 ) (3,764,233 ) (4,045,261 ) Basic and diluted loss per common share (0.20 ) (0.19 ) (0.38 ) (0.41 ) As of and For the Three Months Ended September 30, 2020 As of and For the Nine Months Ended September 30, 2020 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (15,235,941 ) $ (17,639,909 ) $ (15,235,941 ) $ (17,639,909 ) Non-controlling interests (2,403,968 ) - (2,403,968 ) - Consolidated statement of income Net loss attributable to non-controlling interest (42,741 ) - (323,769 ) - Net loss attributable to IMAC Holdings, Inc. (1,429,658 ) (1,472,399 ) (5,193,891 ) (5,517,660 ) Basic and diluted loss per common share (0.12 ) (0.12 ) (0.49 ) (0.52 ) As of and For the Three Months Ended March 31, 2021 As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (17,035,818 ) $ (19,894,110 ) Non-controlling interests (2,858,292 ) - Consolidated statement of income Net loss attributable to non-controlling interest (239,388 ) - Net loss attributable to IMAC Holdings, Inc. (1,990,035 ) (2,229,423 ) Basic and diluted loss per common share (0.15 ) (0.17 ) As of and For the Three Months Ended June 30, 2021 As of and For the Six Months Ended June 30, 2021 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (19,031,862 ) $ (22,432,851 ) $ (19,031,862 ) $ (22,432,851 ) Non-controlling interests (3,400,989 ) - (3,400,989 ) - Consolidated statement of income Net loss attributable to non-controlling interest (542,697 ) - (782,085 ) - Net loss attributable to IMAC Holdings, Inc. (1,996,044 ) (2,538,741 ) (3,986,079 ) (4,768,164 ) Basic and diluted loss per common share (0.08 ) (0.10 ) (0.20 ) (0.24 ) As of and For the Three Months Ended September 30, 2021 As of and For the Nine Months Ended September 30, 2021 As Previously Reported As Revised As Previously Reported As Revised Consolidated balance sheet Accumulated deficit $ (20,752,598 ) $ (25,325,482 ) $ (20,752,598 ) $ (25,325,482 ) Non-controlling interests (4,572,884 ) - (4,572,884 ) - Consolidated statement of income Net loss attributable to non-controlling interest (1,171,895 ) - (1,953,980 ) - Net loss attributable to IMAC Holdings, Inc. (1,720,736 ) (2,892,631 ) (5,706,815 ) (7,660,795 ) Basic and diluted loss per common share (0.07 ) (0.11 ) (0.27 ) (0.36 ) |
Schedule of Financial Statement
Schedule of Financial Statements Error Correction (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated deficit | $ (25,325,482) | $ (22,432,851) | $ (19,894,110) | $ (17,639,909) | $ (16,167,510) | $ (14,192,398) | $ (22,432,851) | $ (16,167,510) | $ (25,325,482) | $ (17,639,909) | $ (28,206,934) | $ (17,664,687) | $ (12,122,249) |
Non-controlling interest | |||||||||||||
Total stockholders' equity | $ 17,953,061 | 7,813,154 | 7,937,292 | ||||||||||
Net loss attributable to non-controlling interest | |||||||||||||
Net loss attributable to IMAC Holdings, Inc. | $ (2,892,631) | $ (2,538,741) | $ (2,229,423) | $ (1,472,399) | $ (1,975,112) | $ (2,070,149) | $ (4,768,164) | $ (4,045,261) | $ (7,660,795) | $ (5,517,660) | $ (5,542,438) | ||
Basic and diluted loss per common share | $ (0.11) | $ (0.10) | $ (0.17) | $ (0.12) | $ (0.19) | $ (0.22) | $ (0.24) | $ (0.41) | $ (0.36) | $ (0.52) | $ (0.47) | $ (0.50) | |
Previously Reported [Member] | |||||||||||||
Accumulated deficit | $ (20,752,598) | $ (19,031,862) | $ (17,035,818) | $ (15,235,941) | $ (13,806,283) | $ (11,775,595) | $ (19,031,862) | $ (13,806,283) | $ (20,752,598) | $ (15,235,941) | $ (15,045,783) | (10,042,050) | |
Non-controlling interest | (4,572,884) | (3,400,989) | (2,858,292) | (2,403,968) | (2,361,227) | (2,416,803) | (3,400,989) | (2,361,227) | (4,572,884) | (2,403,968) | (2,618,904) | (2,080,199) | |
Total stockholders' equity | 7,813,154 | 7,937,292 | |||||||||||
Net loss attributable to non-controlling interest | (1,171,895) | (542,697) | (239,388) | (42,741) | 55,576 | (336,604) | (782,085) | (281,028) | (1,953,980) | (323,769) | (538,705) | ||
Net loss attributable to IMAC Holdings, Inc. | $ (1,720,736) | $ (1,996,044) | $ (1,990,035) | $ (1,429,658) | $ (2,030,688) | $ (1,733,545) | $ (3,986,079) | $ (3,764,233) | $ (5,706,815) | $ (5,193,891) | $ (5,003,733) | ||
Basic and diluted loss per common share | $ (0.07) | $ (0.08) | $ (0.15) | $ (0.12) | $ (0.20) | $ (0.18) | $ (0.20) | $ (0.38) | $ (0.27) | $ (0.49) | $ (0.45) | ||
Revision of Prior Period, Adjustment [Member] | |||||||||||||
Accumulated deficit | $ (2,618,904) | (2,080,199) | |||||||||||
Non-controlling interest | 2,618,904 | 2,080,199 | |||||||||||
Total stockholders' equity | |||||||||||||
Net loss attributable to non-controlling interest | 538,705 | ||||||||||||
Net loss attributable to IMAC Holdings, Inc. | $ (538,705) | ||||||||||||
Basic and diluted loss per common share | $ (0.05) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | $ 27,229,193 | $ 19,746,006 |
Liabilities | 9,276,132 | 11,932,852 |
Cash Equivalents, at Carrying Value | 0 | 0 |
Goodwill impairment loss | 0 | 0 |
Marketing and Advertising Expense | 1,324,715 | 933,338 |
Variable Interest Entities [Member] | ||
Assets | 2,200,000 | 1,700,000 |
Liabilities | $ 666,000 | $ 661,000 |
Capital Requirements, Liquidi_2
Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
[custom:WorkingCapital-0] | $ 4,100,000 | $ 1,200,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 10,542,247 | 5,542,438 |
Net Cash Provided by (Used in) Operating Activities | $ 7,590,962 | $ 5,993,386 |
Schedule of Concentration Risk
Schedule of Concentration Risk (Details) - Medicare Payment [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 37.00% | 40.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 16.00% | 16.00% |
Concentration of Credit Risks_2
Concentration of Credit Risks (Details Narrative) | Dec. 31, 2021USD ($) |
Risks and Uncertainties [Abstract] | |
Cash FDIC isured amount | $ 250,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable, net of contractual adjustments | $ 1,290,312 | $ 1,542,665 |
Less: allowance for doubtful accounts | (80,979) | (28,982) |
Accounts receivable, net | $ 1,209,333 | $ 1,513,683 |
Schedule of Business Acquisitio
Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 15,893,773 | $ 15,657,944 |
Loss | $ (10,769,552) | $ (5,588,396) |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | Jan. 13, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 4,661,796 | $ 2,040,696 | |||||
Finite-Lived Intangible Assets, Net | 5,553,719 | ||||||
Loss | (10,542,247) | (5,542,438) | |||||
IMAC Louisiana [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues | 928,000 | ||||||
Loss | 3,000 | ||||||
Customer Lists [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Assets, Net | $ 44,961 | $ 89,921 | |||||
MAC management of florida LLC [Member] | Bonita springs [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | $ 200,000 | ||||||
Business Combination, Consideration Transferred | 128,802 | ||||||
Business combination property and equipment | 50,358 | ||||||
Business combination other assets | $ 20,840 | ||||||
Willmitch Chiropractic PA [Member] | Tampa [Member] | Management Services Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | $ 421,000 | ||||||
Business combination property and equipment | 7,400 | ||||||
Goodwill | $ 413,600 | ||||||
Nhc Chiropractic Pllc [Member] | Orlando [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | $ 142,500 | ||||||
Business combination property and equipment | 149,720 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ 7,220 | ||||||
Fort Pierce Chiropractic [Member] | Fort Pierce [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | $ 50,000 | ||||||
Business combination property and equipment | 45,000 | ||||||
Fort Pierce Chiropractic [Member] | Fort Pierce [Member] | Customer Lists [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Assets, Net | 5,000 | ||||||
Active Medical Center [Member] | Naperville [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | 205,000 | ||||||
Business combination property and equipment | 200,000 | ||||||
Remaining deposits | $ 5,000 | ||||||
Louisiana orthopaedic [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | $ 1,200,000 | ||||||
Business combination property and equipment | 192,500 | ||||||
Goodwill | 2,207,500 | ||||||
Sports rehab institute [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition on outstanding equity interest | $ 1,200,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,937,790 | $ 4,076,945 |
Less: accumulated depreciation | (2,990,902) | (2,302,273) |
property and equipment | 1,946,888 | 1,774,672 |
Construction in progress | 376,275 | 2,370 |
Total property and equipment, net | $ 2,323,163 | 1,777,042 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | Shorter of asset or lease term | |
Total property and equipment | $ 2,127,762 | 2,064,669 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,810,028 | $ 2,012,276 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year 6 months | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 761,034 | $ 786,313 |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 5,553,719 | |
Goodwill, cost | 4,661,796 | |
Goodwill, Accumulated Amortization | ||
Goodwill, net | 4,661,796 | 2,040,696 |
Total intangible assets and goodwill, cost | 13,355,897 | |
Total intangible assets and goodwill, Accumulated Amortization | (2,896,632) | (2,008,479) |
Total intangible assets and goodwill, net | $ 10,459,265 | 8,652,247 |
Intangible assets, including goodwill, cost | $ 10,660,726 | |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 3 years | 3 years |
Intangible assets, cost | $ 134,882 | $ 134,882 |
Intangible assets, Accumulated Amortization | (89,921) | (44,961) |
Intangible assets, net | $ 44,961 | 89,921 |
Brand Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 15 years | |
Intangible assets, cost | $ 69,071 | |
Intangible assets, Accumulated Amortization | (3,835) | |
Intangible assets, net | 65,236 | |
Definite Lived Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | 8,450,351 | 8,376,280 |
Intangible assets, Accumulated Amortization | (2,896,632) | (2,008,479) |
Intangible assets, net | 5,553,719 | 6,367,081 |
Research and Development Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | 243,750 | |
Intangible assets, Accumulated Amortization | ||
Intangible assets, net | $ 243,750 | $ 243,750 |
Management Service Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 10 years | 10 years |
Intangible assets, cost | $ 7,940,398 | $ 7,940,398 |
Intangible assets, Accumulated Amortization | (2,500,418) | (1,706,379) |
Intangible assets, net | $ 5,439,980 | $ 6,234,019 |
Non Compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 3 years | 3 years |
Intangible assets, cost | $ 306,000 | $ 301,000 |
Intangible assets, Accumulated Amortization | (302,458) | (257,139) |
Intangible assets, net | $ 3,542 | $ 43,861 |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 846,260 |
2023 | 799,686 |
2024 | 798,645 |
2025 | 798,645 |
2026 | 798,645 |
Thereafter | 1,511,838 |
Total | $ 5,553,719 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 888,153 | $ 936,152 |
Schedule of Operating Lease Rig
Schedule of Operating Lease Right of Use Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Right of use assets, net of amortization | $ 4,948,393 | $ 3,816,035 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases | ||
Operating lease expense | $ 1,333,916 | $ 1,236,180 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 1,711,749 | |
2023 | 1,612,648 | |
2024 | 1,223,487 | |
2025 | 869,279 | |
2026 | 539,902 | |
Thereafter | 155,514 | |
Total | 6,112,579 | |
Amount representing imputed interest | (615,513) | |
Total operating lease liability | 5,497,066 | |
Current portion of operating lease liability | (1,478,140) | $ (1,078,107) |
Operating lease liability, non-current | $ 4,018,926 | $ 3,506,484 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes payable | $ 359,184 | $ 4,486,207 |
Unamortized debt issuance costs | (312,858) | |
Less: current portion: | (254,487) | (2,527,324) |
Notes payable, net of current portion | 104,697 | 1,958,883 |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 1,750,000 | |
Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 43,413 | 72,238 |
Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 68,378 | 81,330 |
Notes Payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 19,191 | |
Notes Payable Four [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 20,000 | |
Notes Payable Five [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 59,913 | 81,862 |
Notes Payable Six [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 37,179 | 84,444 |
Notes Payable Seven [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | $ 150,301 | $ 2,690,000 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Oct. 29, 2020USD ($) | Sep. 25, 2019USD ($)Installment | Mar. 01, 2019USD ($)Installment | Nov. 15, 2017USD ($)Installment | Mar. 08, 2017USD ($)Installment | Aug. 01, 2016USD ($)Installment | May 04, 2016USD ($)Installment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 359,184 | $ 4,486,207 | |||||||
Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 1,750,000 | ||||||||
Notes Payable One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 43,413 | 72,238 | |||||||
Notes Payable One [Member] | Financial Institution [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 200,000 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument maturity date | May 15, 2023 | ||||||||
Number of installments | Installment | 66 | ||||||||
Debt instrument, periodic payment | $ 2,652 | ||||||||
Balloon payment | $ 60,000 | ||||||||
Notes Payable Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 68,378 | 81,330 | |||||||
Notes Payable Two [Member] | Financial Institution [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 131,400 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument maturity date | Jul. 1, 2026 | ||||||||
Number of installments | Installment | 120 | ||||||||
Debt instrument, periodic payment | $ 1,394 | ||||||||
Notes Payable Three [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 19,191 | ||||||||
Notes Payable Three [Member] | Financial Institution [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 200,000 | ||||||||
Debt instrument interest rate | 4.25% | ||||||||
Number of installments | Installment | 60 | ||||||||
Debt instrument, periodic payment | $ 3,881 | ||||||||
Notes Payable Four [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 20,000 | ||||||||
Notes Payable Five [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 59,913 | 81,862 | |||||||
Notes Payable Five [Member] | Advantage Therapy LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 112,800 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt instrument maturity date | Jun. 1, 2024 | ||||||||
Number of installments | Installment | 60 | ||||||||
Debt instrument, periodic payment | $ 2,129 | ||||||||
Notes Payable Six [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 37,179 | $ 84,444 | |||||||
Notes Payable Six [Member] | Financial Institution [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 140,000 | ||||||||
Debt instrument interest rate | 5.39% | ||||||||
Debt instrument maturity date | Sep. 19, 2022 | ||||||||
Number of installments | Installment | 36 | ||||||||
Debt instrument, periodic payment | $ 4,225 | ||||||||
Notes Payable Seven [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 2,690,000 | ||||||||
Debt instrument interest rate | 7.00% | ||||||||
Debt instrument maturity date | Apr. 29, 2022 | ||||||||
Edward S. Bredniak [Member] | Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt instrument face amount | 2,000,000 | ||||||||
Notes payable | $ 379,676 | ||||||||
Debt instrument interest rate | 10.00% | ||||||||
Debt instrument maturity date | Jan. 5, 2022 | ||||||||
Employee [Member] | Notes Payable Four [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 101,906 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Number of installments | Installment | 5 | ||||||||
Debt instrument, periodic payment | $ 23,350 |
Schedule of Principal Maturitie
Schedule of Principal Maturities of Notes Payable (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 254,487 |
2023 | 51,657 |
2024 | 27,631 |
2025 | 15,813 |
2026 | 9,596 |
Thereafter | |
Total | $ 359,184 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Shares Outstanding, beginning balance | 360,169 | 306,202 |
Weighted Average Exercise Price Outstanding, beginning balance | $ 3.43 | $ 4.04 |
Weighted Average Remaining Contractual Life beginning balance | 3 years 4 months 6 days | 3 years 4 months 17 days |
Number of Shares, Granted | 49,000 | 90,500 |
Weighted Average Exercise Price, Granted | $ 1.60 | $ 1.24 |
Weighted Average Remaining Contractual Life, Granted | 3 years 4 months 24 days | 3 years 25 days |
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Life, Cancelled | ||
Number of Shares, Cancelled | (42,118) | (36,533) |
Weighted Average Exercise Price, Cancelled | $ 3.92 | $ 2.12 |
Weighted Average Remaining Contractual Life, Cancelled | 1 year 5 months 8 days | 2 years 10 months 13 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 6 months 29 days | 3 years 4 months 6 days |
Number of Shares Outstanding, ending balance | 367,051 | 360,169 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 3.23 | $ 3.43 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Shares Outstanding, Beginning balance | 440,625 | 247,500 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 1.83 | $ 4.04 |
Number of Shares, Granted | 27,000 | 310,000 |
Weighted Average Grant Date Fair Value, Granted | $ 1.56 | $ 0.83 |
Number of Shares, Vested | (206,875) | (76,875) |
Weighted Average Grant Date Fair Value, Vested | $ 1.56 | $ 3.72 |
Number of Shares, Cancelled | (40,000) | |
Weighted Average Grant Date Fair Value, Cancelled | $ 4.04 | |
Number of Shares, Ending balance | 260,750 | 440,625 |
Weighted Average Grant Date Fair Value, Ending balance | $ 2.02 | $ 1.83 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Oct. 27, 2021 | Oct. 01, 2021 | Apr. 07, 2021 | Jan. 30, 2021 | Oct. 20, 2020 | Oct. 05, 2020 | Jun. 18, 2020 | May 21, 2020 | Aug. 13, 2019 | May 21, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 20,528,299 | $ 5,268,215 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 49,000 | 90,500 | ||||||||||||
Stock option granted | 27,000 | 310,000 | ||||||||||||
Number of shares vested | 206,875 | 76,875 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Vesting period | 1 year | 4 years | ||||||||||||
Outstanding restricted stock of its common stock | $ 277,500 | |||||||||||||
Stock option granted | 30,000 | |||||||||||||
Number of shares vested | 300,000 | 10,000 | ||||||||||||
Non Qualified Stock Options [Member] | Various Employees [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 367,051 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Most options vest over a period of | |||||||||||||
Vesting period | 4 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||
Remaining vesting percentage equal monthly installments | 75.00% | |||||||||||||
2018 Incentive Compensation Plan Member [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Reserving for issuance | 1,000,000 | |||||||||||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares vested | 150,000 | |||||||||||||
Non Executive Staff And Contractors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
Stock option granted | 17,000 | |||||||||||||
Consultant [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Stock option granted | 10,000 | |||||||||||||
Ascendiant Capital Markets [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Issuance initial public offering | $ 1,200,000 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,541,758 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 2,900,000 | |||||||||||||
At The Market Issuance Sales Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 5,000,000 | |||||||||||||
Stock purchase agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 810,811 | |||||||||||||
Stock purchase agreement [Member] | Louisiana Acquistion [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Stock consideration | $ 1,200,000 | |||||||||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 1,764,000 | |||||||||||||
Shares issued, price per share | $ 1.50 | |||||||||||||
Issuance initial public offering | $ 2,644,000 | |||||||||||||
Payment for indebtedness | $ 500,000 | |||||||||||||
IPO [Member] | Underwriters [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 1,193,750 | |||||||||||||
Shares issued, price per share | $ 1.60 | |||||||||||||
Issuance initial public offering | $ 1,910,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 115,000 | |||||||||||||
IPO [Member] | Ascendiant Capital Markets [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 10,625,000 | |||||||||||||
Issuance initial public offering | $ 17,000,000 | |||||||||||||
Payment for indebtedness | $ 1,800,000 | |||||||||||||
Over-Allotment Option [Member] | Underwriters [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percentage of over-allotment option exercised | 15.00% |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - 401(k) Plan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Matching contributions, percentage of match | 50.00% | |
Matching contributions, percent of employees' gross pay | 6.00% | |
Matching contributions, amount | $ 139,870 | $ 103,902 |
Schedule of Components of Incom
Schedule of Components of Income Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense (refund) - federal | ||
Current income tax expense (refund) - state | ||
Total current income tax expense (refund) | ||
Deferred income tax expense (benefit) - federal | ||
Deferred income tax expense (benefit) - state | ||
Total deferred income tax expense (benefit) | ||
Total provision for income taxes |
Schedule of Company_s Effective
Schedule of Company’s Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax | 21.00% | 21.00% |
Permanent differences | (0.01%) | (0.04%) |
Change in valuation allowance | (25.77%) | (25.73%) |
State income taxes, net of federal benefit | 4.78% | 4.77% |
Total | 0.00% | 0.00% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Reserves & allowances | $ 20,880 | $ 73,758 |
Charitable contribution carry-forward | 3,020 | 3,020 |
Net operating loss carry-forward - federal | 6,049,391 | 3,826,275 |
Net operating loss carry-forward - state | 1,887,147 | 1,182,423 |
Non-qualified stock options | 349,328 | 202,222 |
Total deferred tax assets | 8,309,766 | 5,287,698 |
Deferred tax liabilities: | ||
Depreciation | (200,738) | (161,956) |
Amortization | (119,004) | (58,951) |
Total deferred tax liabilities | (319,742) | (220,907) |
Less valuation allowance | (7,990,024) | (5,066,791) |
Total net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ 7,990,024 | $ 5,066,791 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 2,900,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 28,800,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 30,100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($) | Oct. 21, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Jun. 03, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Accounts payable | $ 2,709,265 | $ 2,918,472 | ||
Actual overpayment amount | $ 5,327.73 | |||
Statistical extrapolation amount | $ 6,791.33 | $ 11,530 | ||
Overpaid amount | $ 2,716,056.33 |
Schedule of Error Corrections a
Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated deficit | $ (25,325,482) | $ (22,432,851) | $ (19,894,110) | $ (17,639,909) | $ (16,167,510) | $ (14,192,398) | $ (22,432,851) | $ (16,167,510) | $ (25,325,482) | $ (17,639,909) | $ (28,206,934) | $ (17,664,687) | $ (12,122,249) |
Non-controlling interests | |||||||||||||
Net loss attributable to non-controlling interest | |||||||||||||
Net loss attributable to IMAC Holdings, Inc. | $ (2,892,631) | $ (2,538,741) | $ (2,229,423) | $ (1,472,399) | $ (1,975,112) | $ (2,070,149) | $ (4,768,164) | $ (4,045,261) | $ (7,660,795) | $ (5,517,660) | $ (5,542,438) | ||
Basic and diluted loss per common share | $ (0.11) | $ (0.10) | $ (0.17) | $ (0.12) | $ (0.19) | $ (0.22) | $ (0.24) | $ (0.41) | $ (0.36) | $ (0.52) | $ (0.47) | $ (0.50) | |
Previously Reported [Member] | |||||||||||||
Accumulated deficit | $ (20,752,598) | $ (19,031,862) | $ (17,035,818) | $ (15,235,941) | $ (13,806,283) | $ (11,775,595) | $ (19,031,862) | $ (13,806,283) | $ (20,752,598) | $ (15,235,941) | $ (15,045,783) | (10,042,050) | |
Non-controlling interests | (4,572,884) | (3,400,989) | (2,858,292) | (2,403,968) | (2,361,227) | (2,416,803) | (3,400,989) | (2,361,227) | (4,572,884) | (2,403,968) | (2,618,904) | $ (2,080,199) | |
Net loss attributable to non-controlling interest | (1,171,895) | (542,697) | (239,388) | (42,741) | 55,576 | (336,604) | (782,085) | (281,028) | (1,953,980) | (323,769) | (538,705) | ||
Net loss attributable to IMAC Holdings, Inc. | $ (1,720,736) | $ (1,996,044) | $ (1,990,035) | $ (1,429,658) | $ (2,030,688) | $ (1,733,545) | $ (3,986,079) | $ (3,764,233) | $ (5,706,815) | $ (5,193,891) | $ (5,003,733) | ||
Basic and diluted loss per common share | $ (0.07) | $ (0.08) | $ (0.15) | $ (0.12) | $ (0.20) | $ (0.18) | $ (0.20) | $ (0.38) | $ (0.27) | $ (0.49) | $ (0.45) |