Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 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 Common Stock, Shares Outstanding | 26,208,167 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | IMAC | |
Security Exchange Name | NASDAQ | |
warrants to purchase common stock [Member] | ||
Title of 12(b) Security | Warrants to Purchase Common Stock | |
Trading Symbol | IMACW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 11,194,322 | $ 2,623,952 |
Accounts receivable, net | 1,155,425 | 1,513,683 |
Deferred compensation, current portion | 237,729 | 309,375 |
Other assets | 958,816 | 310,359 |
Total current assets | 13,546,292 | 4,757,369 |
Property and equipment, net | 1,777,263 | 1,777,042 |
Other assets: | ||
Goodwill | 2,040,696 | 2,040,696 |
Intangible assets, net | 6,462,287 | 6,611,551 |
Deferred compensation, net of current portion | 122,875 | 354,906 |
Security deposits | 357,050 | 388,407 |
Right of use asset | 4,857,388 | 3,816,035 |
Total other assets | 13,840,296 | 13,211,595 |
Total assets | 29,163,851 | 19,746,006 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,807,046 | 1,692,283 |
Patient deposits | 549,767 | 295,071 |
Notes payable, current portion, net of deferred loan costs | 1,078,384 | 2,527,324 |
Finance lease obligation, current portion | 18,844 | 18,242 |
Liability to issue common stock, current portion | 394,575 | 339,375 |
Operating lease liability, current portion | 1,517,485 | 1,078,107 |
Total current liabilities | 5,366,101 | 5,950,402 |
Long-term liabilities: | ||
Notes payable, net of current portion | 121,766 | 1,958,883 |
Finance lease obligation, net of current portion | 34,113 | 48,323 |
Liability to issue common stock, net of current portion | 189,385 | 468,760 |
Operating lease liability, net of current portion | 3,927,739 | 3,506,484 |
Total liabilities | 9,639,104 | 11,932,852 |
Commitments and Contingencies – Note 14 | ||
Stockholders’ equity: | ||
Preferred stock - $0.001 par value, 5,000,000 authorized, none issued and outstanding at September 30, 2021 and December 31, 2020, respectively. | ||
Common stock - $0.001 par value, 30,000,000 authorized; 25,980,598 and 12,839,972 shares issued at September 30, 2021 and December 31, 2020, respectively; and 25,322,356 and 12,747,055 outstanding at September 30, 2021 and December 31, 2020, respectively. | 25,323 | 12,747 |
Additional paid-in capital | 44,824,906 | 25,465,094 |
Accumulated deficit | (20,752,598) | (15,045,783) |
Non-controlling interest | (4,572,884) | (2,618,904) |
Total stockholders’ equity | 19,524,747 | 7,813,154 |
Total liabilities and stockholders’ equity | $ 29,163,851 | $ 19,746,006 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 25,980,598 | 12,839,972 |
Common Stock, Shares, Outstanding | 25,322,356 | 12,747,055 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenue | $ 3,487,496 | $ 3,477,841 | $ 10,017,264 | $ 9,371,977 |
Operating expenses: | ||||
Patient expenses | 361,141 | 428,615 | 1,042,504 | 1,213,799 |
Salaries and benefits | 3,377,070 | 2,622,266 | 9,127,992 | 7,882,665 |
Share-based compensation | 188,490 | 108,377 | 422,266 | 311,406 |
Advertising and marketing | 294,046 | 234,694 | 875,123 | 650,861 |
Grant funds | (415,978) | |||
General and administrative | 1,603,056 | 961,521 | 4,483,587 | 3,406,116 |
Depreciation and amortization | 450,579 | 430,121 | 1,314,584 | 1,334,267 |
Total operating expenses | 6,274,382 | 4,785,594 | 17,266,056 | 14,383,136 |
Operating loss | (2,786,886) | (1,307,753) | (7,248,792) | (5,011,159) |
Other income (expense): | ||||
Interest income | 1,754 | 6,028 | 1,754 | 6,067 |
Other income | 6 | 135 | 6 | |
Gain (loss) on extinguishment of debt | 9,783 | 108 | (99,761) | |
Gain on lease modification | 57,086 | 57,086 | ||
Loss on disposal of assets | (56,270) | (39,047) | (60,264) | (60,272) |
Interest expense | (108,315) | (141,416) | (410,822) | (352,541) |
Total other expenses | (105,745) | (164,646) | (412,003) | (506,501) |
Net loss before income taxes | (2,892,631) | (1,472,399) | (7,660,795) | (5,517,660) |
Income taxes | ||||
Net loss | (2,892,631) | (1,472,399) | (7,660,795) | (5,517,660) |
Net loss attributable to the non-controlling interest | 1,171,895 | 42,741 | 1,953,980 | 323,769 |
Net loss attributable to IMAC Holdings, Inc. | $ (1,720,736) | $ (1,429,658) | $ (5,706,815) | $ (5,193,891) |
Net loss per share attributable to common stockholders | ||||
Basic and diluted | $ (0.07) | $ (0.12) | $ (0.27) | $ (0.49) |
Weighted average common shares outstanding | ||||
Basic and diluted | 25,322,356 | 11,839,972 | 21,446,726 | 10,549,899 |
Health Care, Patient Service [Member] | ||||
Total revenue | $ 3,487,482 | $ 3,477,841 | $ 9,975,104 | $ 9,359,490 |
Other income [member] | ||||
Total revenue | 14 | 6,092 | ||
Management Service [Member] | ||||
Total revenue | $ 36,068 | $ 12,487 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 8,907 | $ 20,050,634 | $ (2,080,199) | $ (10,042,050) | $ 7,937,292 |
Balance, shares at Dec. 31, 2019 | 8,913,258 | ||||
Issuance of common stock | $ 1,096 | 1,376,122 | 1,377,218 | ||
Issuance of common stock, shares | 1,095,840 | ||||
Issuance of employee stock options | 38,359 | 38,359 | |||
Net income (loss) | (336,604) | (1,733,545) | (2,070,149) | ||
Ending balance, value at Mar. 31, 2020 | $ 10,003 | 21,465,115 | (2,416,803) | (11,775,595) | 7,282,720 |
Balance, shares at Mar. 31, 2020 | 10,009,098 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 8,907 | 20,050,634 | (2,080,199) | (10,042,050) | 7,937,292 |
Balance, shares at Dec. 31, 2019 | 8,913,258 | ||||
Net income (loss) | (5,517,660) | ||||
Ending balance, value at Sep. 30, 2020 | $ 11,834 | 24,119,889 | (2,403,968) | (15,235,941) | 6,491,814 |
Balance, shares at Sep. 30, 2020 | 11,839,973 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 10,003 | 21,465,115 | (2,416,803) | (11,775,595) | 7,282,720 |
Balance, shares at Mar. 31, 2020 | 10,009,098 | ||||
Issuance of common stock | $ 1,831 | 2,576,820 | 2,578,651 | ||
Issuance of common stock, shares | 1,830,875 | ||||
Issuance of employee stock options | 37,569 | 37,569 | |||
Net income (loss) | 55,576 | (2,030,688) | (1,975,112) | ||
Ending balance, value at Jun. 30, 2020 | $ 11,834 | 24,079,504 | (2,361,227) | (13,806,283) | 7,923,828 |
Balance, shares at Jun. 30, 2020 | 11,839,973 | ||||
Issuance of employee stock options | 40,385 | 40,385 | |||
Net income (loss) | (42,741) | (1,429,658) | (1,472,399) | ||
Ending balance, value at Sep. 30, 2020 | $ 11,834 | 24,119,889 | (2,403,968) | (15,235,941) | 6,491,814 |
Balance, shares at Sep. 30, 2020 | 11,839,973 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 12,747 | 25,465,094 | (2,618,904) | (15,045,783) | 7,813,154 |
Balance, shares at Dec. 31, 2020 | 12,747,055 | ||||
Issuance of common stock | $ 11,260 | 17,198,664 | 17,209,924 | ||
Issuance of common stock, shares | 11,259,676 | ||||
Issuance of employee stock options | 39,052 | 39,052 | |||
Net income (loss) | (239,388) | (1,990,035) | (2,229,423) | ||
Ending balance, value at Mar. 31, 2021 | $ 24,007 | 42,702,810 | (2,858,292) | (17,035,818) | 22,832,707 |
Balance, shares at Mar. 31, 2021 | 24,006,731 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 12,747 | 25,465,094 | (2,618,904) | (15,045,783) | $ 7,813,154 |
Balance, shares at Dec. 31, 2020 | 12,747,055 | ||||
Issuance of common stock, shares | 1,193,750 | ||||
Ending balance, value at Jun. 30, 2021 | $ 25,323 | 44,785,811 | (3,400,989) | (19,031,862) | $ 22,378,283 |
Balance, shares at Jun. 30, 2021 | 25,322,356 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 12,747 | 25,465,094 | (2,618,904) | (15,045,783) | 7,813,154 |
Balance, shares at Dec. 31, 2020 | 12,747,055 | ||||
Net income (loss) | (7,660,795) | ||||
Ending balance, value at Sep. 30, 2021 | $ 25,323 | 44,824,906 | (4,572,884) | (20,752,598) | 19,524,747 |
Balance, shares at Sep. 30, 2021 | 25,322,356 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 24,007 | 42,702,810 | (2,858,292) | (17,035,818) | 22,832,707 |
Balance, shares at Mar. 31, 2021 | 24,006,731 | ||||
Issuance of common stock | $ 1,316 | 2,043,459 | 2,044,775 | ||
Issuance of common stock, shares | 1,315,625 | ||||
Issuance of employee stock options | 39,542 | 39,542 | |||
Net income (loss) | (542,697) | (1,996,044) | (2,538,741) | ||
Ending balance, value at Jun. 30, 2021 | $ 25,323 | 44,785,811 | (3,400,989) | (19,031,862) | 22,378,283 |
Balance, shares at Jun. 30, 2021 | 25,322,356 | ||||
Issuance of employee stock options | 39,095 | 39,095 | |||
Net income (loss) | (1,171,895) | (1,720,736) | (2,892,631) | ||
Ending balance, value at Sep. 30, 2021 | $ 25,323 | $ 44,824,906 | $ (4,572,884) | $ (20,752,598) | $ 19,524,747 |
Balance, shares at Sep. 30, 2021 | 25,322,356 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,660,795) | $ (5,517,660) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,314,584 | 1,334,267 |
Share based compensation | 422,266 | 311,406 |
Loss on disposition of assets | 60,264 | 1,959 |
(Increase) decrease in operating assets: | ||
Accounts receivable, net | 358,258 | (154,292) |
Other assets | (674,539) | 251,976 |
Security deposits | 36,357 | 86,081 |
Increase (decrease) in operating liabilities: | ||
Accounts payable and accrued expenses | 147,815 | (518,074) |
Patient deposits | 254,696 | 183,987 |
Net cash used in operating activities | (5,741,094) | (4,020,350) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (371,882) | (52,626) |
Purchase of license fee | (243,750) | |
Brand development | (66,495) | |
Acquisitions (Note 6) | (731,909) | (200,000) |
Proceeds from sale of fixed assets | 14,450 | |
Net cash used in investing activities | (1,155,836) | (496,376) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 19,005,323 | 3,736,613 |
Proceeds from notes payable | 2,891,520 | |
Payments on notes payable | (3,517,195) | (737,758) |
Payments of debt issuance costs | (70,000) | |
Payments on finance lease obligation | (20,828) | (13,034) |
Net cash provided by financing activities | 15,467,300 | 5,807,341 |
Net increase in cash | 8,570,370 | 1,290,615 |
Cash, beginning of period | 2,623,952 | 373,689 |
Cash, end of period | 11,194,322 | 1,664,304 |
Supplemental cash flow information: | ||
Interest paid | 219,573 | 63,152 |
Non cash financing and investing: | ||
Debt discount notes payable | 115,000 | |
Debt payment by sale of property and equipment | $ 1,232,500 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1 – Description of Business IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers, The Back Space retail store 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, Missouri and Tennessee as of September 30, 2021. The Company has a joint venture with an outpatient medical clinic in Kentucky. 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 September 30, 2021, the Back Space has opened one retail clinic location in 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 | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed 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” or the “Commission”). The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2021. The accompanying condensed consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC 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”), Chiropractic Health of Southwest Florida, Inc. (“SW Florida”) and The Back Space LLC (“Back Space”); 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 Management of Florida, LLC due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, PA (“Florida Medical”) and the following entity which is consolidated with The Back Space LLC due to control by contract: The Back Space. In January 2020, the Company consummated an agreement for the acquisition of Chiropractic Health of Southwest Florida, Inc. (“CHSF”) in Bonita Springs, Florida. This entity is included in the condensed consolidated financial statements from the date of acquisition. In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. This entity is included in the condensed consolidated financial statements from the date of acquisition. In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. The assets acquired are included in the condensed consolidated financial statements from the date of acquisition. In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois. These acquisitions are included in the condensed consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed 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 condensed 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 condensed 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 condensed consolidated financial statements and this quarterly report. 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 cancelled 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 an 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 recognizes other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois and IMAC Florida and are eliminated in consolidation to the extent owned. Starting in June 2021, the Company began offering outpatient chiropractic and spinal care services as well as memberships services in a Walmart retail location as part of Back Space. The fees for such services are paid and recognized as incurred. 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. 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 condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of 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 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. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired 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. There was no goodwill impairment for the years presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. 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 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 $ 294 235 875 651 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 period. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the period, 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 IMAC Holdings was taxed as a partnership through May 31, 2018. As a result, income tax liabilities were passed through to the individual members. Accordingly, no provision for income taxes were reflected in the consolidated financial statements for periods prior to May 31, 2018, at which time the Company converted from a limited liability company to a Delaware corporation. Subsequent to the Company converting to a Delaware corporation, IMAC Nashville, IMAC Texas, IMAC St. Louis continued as single-member limited liability companies that are disregarded entities for tax purposes and do not file separate returns. Their activity is included as part of IMAC Holdings Inc. Advantage Therapy, IMAC Illinois, IMAC Florida, Back Space and BioFirma are also disregarded entities for tax purposes. IMAC Management is a C-corporation and is included in the consolidated return of IMAC Holdings as a subsidiary. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At September 30, 2021 and December 31, 2020, the Company had no |
Capital Requirements, Liquidity
Capital Requirements, Liquidity and Going Concern Considerations | 9 Months Ended |
Sep. 30, 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 had positive working capital of approximately $ 8.2 million at September 30, 2021 and a deficiency in working capital of $ 1.2 million at December 31, 2020. The Company had a net loss of approximately $ 5.7 million for the nine months ended September 30, 2021, and used cash in operations of approximately $ 5.7 million at September 30, 2021. The Company expects to continue to incur significant expenditures to develop and expand its owned and managed outpatient medical clinics. Prior to the Company’s March 2021 public offering, the Company funded its business plan through debt and equity securities. During the quarter ended March 31, 2021, the Company completed a public offering and received proceeds of approximately $ 17 1,193,750 1.9 Based on the proceeds received, the Company has the ability to continue as a going concern for at least the next 12 months and meet its financial obligations as they become due. |
Concentration of Credit Risks
Concentration of Credit Risks | 9 Months Ended |
Sep. 30, 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 As of September 30, 2021 and December 31, 2020, the Company had the following revenue and accounts receivable concentrations: Schedule of Revenue and Accounts Receivable Concentrations September 30, 2021 December 31, 2020 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable (Unaudited) Patient payment 41 % 34 % 35 % 38 % Medicare payment 37 % 20 % 40 % 16 % Insurance payment 18 % 29 % 22 % 37 % Injury payment 4 % 17 % 3 % 9 % |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable As of September 30, 2021 and December 31, 2020, the Company’s accounts receivable consisted of the following: Schedule of Accounts Receivable September 30, 2021 December 31, 2020 (Unaudited) Gross accounts receivable $ 1,184,407 $ 1,542,665 Less: allowance for doubtful accounts (28,982 ) (28,982 ) Accounts receivable, net $ 1,155,425 $ 1,513,683 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 6 – Business Acquisitions IMAC Florida In February 2021, the Company completed the asset purchase of and signed Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. The transaction was completed as an asset purchase for $ 421,000 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 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 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 The following table summarizes the fair value of consideration paid and the allocation of purchase price to the fair value of net assets acquired for the acquisitions: Schedule of Assets Acquired and Liabilities Assumed Orlando Tampa Fort Naperville Property & equipment $ 149,720 $ 7,400 $ 45,000 $ 49,000 Intangible assets - 413,600 5,000 151,000 Other assets - - - 5,000 Current liabilities (7,220 ) - - - Net Assets Acquired $ 142,500 $ 421,000 $ 50,000 $ 205,000 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment The Company’s property and equipment consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Property and Equipment Estimated Useful Life in Years September 30, 2021 December 31, 2020 Leasehold improvements Shorter of asset or lease term $ 2,109,268 $ 2,064,669 Equipment 1.5 7 2,366,176 2,012,276 Total property and equipment 4,475,444 4,076,945 Less: accumulated depreciation (2,803,326 ) (2,302,273 ) Property and equipment 1,672,118 1,774,672 Construction in progress 105,145 2,370 Total property and equipment, net $ 1,777,263 $ 1,777,042 Depreciation expense was $ 194,000 195,000 529,000 633,000 |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | Note 8 – Intangibles Assets and Goodwill The Company’s intangible assets and goodwill consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Intangible Assets and Goodwill September 30, 2021 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 years $ 7,940,398 $ (2,301,908 ) $ 5,638,490 Non-compete agreements 3 years 306,000 (301,834 ) 4,166 Customer lists 3 years 699,482 (187,370 ) 512,112 Brand development 10 years 66,495 (2,726 ) 63,769 Definite lived assets 9,012,375 (2,793,838 ) 6,218,537 Research and development 243,750 - 243,750 Goodwill 2,040,696 - 2,040,696 Total intangible assets and goodwill $ 11,296,821 $ (2,793,838 ) $ 8,502,983 December 31, 2020 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 years $ 7,940,398 $ (1,706,379 ) $ 6,234,019 Non-compete agreements 3 years 301,000 (257,139 ) 43,861 Customer lists 3 years 134,882 (44,961 ) 89,921 Definite lived assets 8,376,280 (2,008,479 ) 6,367,801 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 $ 257,000 235,000 785,000 701,000 The Company’s estimated future amortization of intangible assets was as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, 2021 (three months) $ 258,532 2022 1,034,133 2023 987,715 2024 830,934 2025 798,473 Thereafter 2,308,750 Total $ 6,218,537 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
Operating Leases | Note 9 – Operating Leases On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method applied to leases that were in place at January 1, 2019. Results for operating periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 840. The Company’s leases consist of operating leases that mostly relate to real estate rental agreements. Most of the value of the Company’s lease portfolio relates to real estate lease agreements that were entered into starting March 2017. Discount Rate Applied to Operating Leases 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, the Company used the ten year Right of Use Assets Right of use assets included in the Company’s condensed consolidated balance sheet were as follows: Schedule of Operating Lease Right of Use Assets September 30, 2021 December 31, 2020 Non-current assets Right of use assets, net of amortization $ 4,857,388 $ 3,816,035 Total operating lease cost Individual components of the total lease cost incurred by the Company were as follows: Schedule of Operating Lease Cost Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Operating lease expense $ 917,819 $ 942,351 Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease. Maturity of operating leases The Company’s amount of future minimum lease payments under operating leases are as follows: Schedule of Future Minimum Lease Payments Operating Leases Undiscounted future minimum lease payments: 2021 (three months) $ 425,344 2022 1,598,488 2023 1,442,234 2024 1,073,318 2025 699,279 Thereafter 539,442 Total 5,778,105 Amount representing imputed interest (332,881 ) Total operating lease liability 5,445,224 Current portion of operating lease liability (1,517,485 ) Operating lease liability, non-current $ 3,927,739 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 – Notes Payable Set forth below is a summary of the Company’s outstanding debt as of September 30, 2021 and December 31, 2020: Schedule of Notes Payable September 30, December 31, 2021 2020 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 50,758 72,238 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 71,677 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 December 31, 2021 - 20,000 $ 112,800 60 2,129 5 June 1, 2024 65,503 81,862 Note payable to a financial institution in the amount of $ 140,000 36 4,225 5.39 53,218 84,444 Note payable in the amount of $ 2,690,000 April 29, 2022 7 1,037,208 2,690,000 Unamortized debt issuance costs (78,214 ) (312,858 ) Notes payable 1,200,150 4,486,207 Less: current portion: (1,078,384 ) (2,527,324 ) Notes payable, net of current portion $ 121,766 $ 1,958,883 Principal maturities of the Company’s notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2021 (three months) $ 991,267 2022 104,186 2023 51,657 2024 27,631 2025 15,813 Thereafter 9,596 Total $ 1,200,150 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 11 – Stockholders’ 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 1,541,758 2.9 During March 2021, the Company completed a public offering by issuing 10,625,000 17 1.8 On April 7, 2021 the Company closed on the sale of an additional 1,193,750 1.60 15 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 September 30, 2021, the Company had issued stock options to purchase 435,518 These options vest over a period of four years 25 75 ten years 32.2 2.4 10 Restricted Stock Units On May 21, 2019, the Company granted an aggregate of 277,500 143,750 40,000 On May 21, 2020, the Company granted 10,000 On October 20, 2020, the Company granted an aggregate of 300,000 one 112,500 75,000 On January 30, 2021, the Company granted an aggregate of 15,000 one |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 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 100 3 50 5 39,000 32,000 108,000 72,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes As of September 30, 2021, the Company had an effective tax rate of approximately 25.8 18.2 19.5 There is no expiration of the federal loss carryforwards as all federal net operating loss carryforwards were generated after December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 April 15, 2021, the Company received notification from Covent Bridge Group, a CMS contractor, that they are recommending to CMS that the Company was overpaid in the amount of $ 2,921,868 11,530 2,918,472 The Company received a notification dated September 30, 2021, from CMS that they “found the request to be favorable by reversing the extrapolation to actual”. The Company received a separate notification stating “the extrapolated overpayment was reduced to the actual overpayment amount for the sampled denied claims $ 5,327 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. As of September 30, 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events On October 1, 2021 the Company acquired Louisiana Orthopaedic & Sports Rehab Institute (LOSI) in Baton Rouge, Louisiana. LOSI was acquired for $ 1.6 million, consisting of $ 1.2 million in shares of the Company’s common stock issued at closing and $ 400,000 in cash, payable in four quarterly installments during the 12 months following closing. On October 1, 2021 the Company completed an Asset Purchase Agreement for substantially all of the professional assets of F. Allen Johnston MD, PC, a Louisiana Professional Corporation, and assumed certain liabilities for $ 800,000 The Company received notification dated October 21, 2021, 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. This amount represents a statistical extrapolation of $ 6,791 .33 of charges from a sample of 38 claims for the periods July 2017 to November 2020 for Progressive Health & Rehabilitation, Ltd (“Progressive Health”). The Company entered into a management agreement with Progressive Health in April 2019 and therefore liable for only a portion of the sampled claims. There were a total of 38 claims reviewed, 25 of these claims were from the period prior to the management agreement with the Company and the remaining 13 claims were related to the period that Progressive Health was managed by the Company. As of the filing date, the Company has not received a request for payment from CMS. The Company has begun its own internal audit process and disagrees with the interpretation of the medical records and the extrapolation techniques used to derive this balance. The Company is prepared to follow the appropriate appeals process or use the judicial system. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed 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” or the “Commission”). The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2021. The accompanying condensed consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC 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”), Chiropractic Health of Southwest Florida, Inc. (“SW Florida”) and The Back Space LLC (“Back Space”); 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 Management of Florida, LLC due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, PA (“Florida Medical”) and the following entity which is consolidated with The Back Space LLC due to control by contract: The Back Space. In January 2020, the Company consummated an agreement for the acquisition of Chiropractic Health of Southwest Florida, Inc. (“CHSF”) in Bonita Springs, Florida. This entity is included in the condensed consolidated financial statements from the date of acquisition. In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. This entity is included in the condensed consolidated financial statements from the date of acquisition. In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. The assets acquired are included in the condensed consolidated financial statements from the date of acquisition. In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois. These acquisitions are included in the condensed consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with 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 condensed 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 condensed 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 condensed consolidated financial statements and this quarterly report. 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 cancelled 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 an 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 recognizes other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois and IMAC Florida and are eliminated in consolidation to the extent owned. Starting in June 2021, the Company began offering outpatient chiropractic and spinal care services as well as memberships services in a Walmart retail location as part of Back Space. The fees for such services are paid and recognized as incurred. |
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. |
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 condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of 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 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. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractual agreements. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired 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. There was no goodwill impairment for the years presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. |
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 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 $ 294 235 875 651 |
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 period. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the period, 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 IMAC Holdings was taxed as a partnership through May 31, 2018. As a result, income tax liabilities were passed through to the individual members. Accordingly, no provision for income taxes were reflected in the consolidated financial statements for periods prior to May 31, 2018, at which time the Company converted from a limited liability company to a Delaware corporation. Subsequent to the Company converting to a Delaware corporation, IMAC Nashville, IMAC Texas, IMAC St. Louis continued as single-member limited liability companies that are disregarded entities for tax purposes and do not file separate returns. Their activity is included as part of IMAC Holdings Inc. Advantage Therapy, IMAC Illinois, IMAC Florida, Back Space and BioFirma are also disregarded entities for tax purposes. IMAC Management is a C-corporation and is included in the consolidated return of IMAC Holdings as a subsidiary. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At September 30, 2021 and December 31, 2020, the Company had no |
Concentration of Credit Risks (
Concentration of Credit Risks (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue and Accounts Receivable Concentrations | As of September 30, 2021 and December 31, 2020, the Company had the following revenue and accounts receivable concentrations: Schedule of Revenue and Accounts Receivable Concentrations September 30, 2021 December 31, 2020 % of Revenue % of Accounts Receivable % of Revenue % of Accounts Receivable (Unaudited) Patient payment 41 % 34 % 35 % 38 % Medicare payment 37 % 20 % 40 % 16 % Insurance payment 18 % 29 % 22 % 37 % Injury payment 4 % 17 % 3 % 9 % |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | As of September 30, 2021 and December 31, 2020, the Company’s accounts receivable consisted of the following: Schedule of Accounts Receivable September 30, 2021 December 31, 2020 (Unaudited) Gross accounts receivable $ 1,184,407 $ 1,542,665 Less: allowance for doubtful accounts (28,982 ) (28,982 ) Accounts receivable, net $ 1,155,425 $ 1,513,683 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of consideration paid and the allocation of purchase price to the fair value of net assets acquired for the acquisitions: Schedule of Assets Acquired and Liabilities Assumed Orlando Tampa Fort Naperville Property & equipment $ 149,720 $ 7,400 $ 45,000 $ 49,000 Intangible assets - 413,600 5,000 151,000 Other assets - - - 5,000 Current liabilities (7,220 ) - - - Net Assets Acquired $ 142,500 $ 421,000 $ 50,000 $ 205,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Property and Equipment Estimated Useful Life in Years September 30, 2021 December 31, 2020 Leasehold improvements Shorter of asset or lease term $ 2,109,268 $ 2,064,669 Equipment 1.5 7 2,366,176 2,012,276 Total property and equipment 4,475,444 4,076,945 Less: accumulated depreciation (2,803,326 ) (2,302,273 ) Property and equipment 1,672,118 1,774,672 Construction in progress 105,145 2,370 Total property and equipment, net $ 1,777,263 $ 1,777,042 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The Company’s intangible assets and goodwill consisted of the following at September 30, 2021 and December 31, 2020: Schedule of Intangible Assets and Goodwill September 30, 2021 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 years $ 7,940,398 $ (2,301,908 ) $ 5,638,490 Non-compete agreements 3 years 306,000 (301,834 ) 4,166 Customer lists 3 years 699,482 (187,370 ) 512,112 Brand development 10 years 66,495 (2,726 ) 63,769 Definite lived assets 9,012,375 (2,793,838 ) 6,218,537 Research and development 243,750 - 243,750 Goodwill 2,040,696 - 2,040,696 Total intangible assets and goodwill $ 11,296,821 $ (2,793,838 ) $ 8,502,983 December 31, 2020 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreements 10 years $ 7,940,398 $ (1,706,379 ) $ 6,234,019 Non-compete agreements 3 years 301,000 (257,139 ) 43,861 Customer lists 3 years 134,882 (44,961 ) 89,921 Definite lived assets 8,376,280 (2,008,479 ) 6,367,801 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 was as follows: Schedule of Future Amortization of Intangible Assets Years Ending December 31, 2021 (three months) $ 258,532 2022 1,034,133 2023 987,715 2024 830,934 2025 798,473 Thereafter 2,308,750 Total $ 6,218,537 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
Schedule of Operating Lease Right of Use Assets | Right of use assets included in the Company’s condensed consolidated balance sheet were as follows: Schedule of Operating Lease Right of Use Assets September 30, 2021 December 31, 2020 Non-current assets Right of use assets, net of amortization $ 4,857,388 $ 3,816,035 |
Schedule of Operating Lease Cost | Individual components of the total lease cost incurred by the Company were as follows: Schedule of Operating Lease Cost Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Operating lease expense $ 917,819 $ 942,351 |
Schedule of Future Minimum Lease Payments | The Company’s amount of future minimum lease payments under operating leases are as follows: Schedule of Future Minimum Lease Payments Operating Leases Undiscounted future minimum lease payments: 2021 (three months) $ 425,344 2022 1,598,488 2023 1,442,234 2024 1,073,318 2025 699,279 Thereafter 539,442 Total 5,778,105 Amount representing imputed interest (332,881 ) Total operating lease liability 5,445,224 Current portion of operating lease liability (1,517,485 ) Operating lease liability, non-current $ 3,927,739 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Set forth below is a summary of the Company’s outstanding debt as of September 30, 2021 and December 31, 2020: Schedule of Notes Payable September 30, December 31, 2021 2020 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 50,758 72,238 Note payable to a financial institution in the amount of $ 131,400 120 1,394 5 July 1, 2026 71,677 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 December 31, 2021 - 20,000 $ 112,800 60 2,129 5 June 1, 2024 65,503 81,862 Note payable to a financial institution in the amount of $ 140,000 36 4,225 5.39 53,218 84,444 Note payable in the amount of $ 2,690,000 April 29, 2022 7 1,037,208 2,690,000 Unamortized debt issuance costs (78,214 ) (312,858 ) Notes payable 1,200,150 4,486,207 Less: current portion: (1,078,384 ) (2,527,324 ) Notes payable, net of current portion $ 121,766 $ 1,958,883 |
Schedule of Principal Maturities of Notes Payable | Principal maturities of the Company’s notes payable are as follows: Schedule of Principal Maturities of Notes Payable Years Ending December 31, Amount 2021 (three months) $ 991,267 2022 104,186 2023 51,657 2024 27,631 2025 15,813 Thereafter 9,596 Total $ 1,200,150 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Advertising and marketing expenses | 294,046 | $ 234,694 | 875,123 | $ 650,861 | |
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
Capital Requirements, Liquidi_2
Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
[custom:WorkingCapital-0] | $ 8,200,000 | $ 8,200,000 | $ 1,200,000 | |||
Net Income (Loss) Attributable to Parent | $ 1,720,736 | $ 1,429,658 | 5,706,815 | $ 5,193,891 | ||
Net cash (used in) operating activities | 5,700,000 | |||||
Number of shares sold | 1,193,750 | |||||
Proceeds from shares sold | $ 1,900,000 | 19,005,323 | $ 3,736,613 | |||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from offering | $ 17,000,000 |
Schedule of Revenue and Account
Schedule of Revenue and Accounts Receivable Concentrations (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Patient Payment [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 41.00% | 35.00% |
Revenue Benchmark [Member] | Medicare Payment [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 37.00% | 40.00% |
Revenue Benchmark [Member] | Insurance Payment [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 18.00% | 22.00% |
Revenue Benchmark [Member] | Injury Payment [Member] | Product Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 4.00% | 3.00% |
Accounts Receivable [Member] | Patient Payment [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 34.00% | 38.00% |
Accounts Receivable [Member] | Medicare Payment [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 20.00% | 16.00% |
Accounts Receivable [Member] | Insurance Payment [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 29.00% | 37.00% |
Accounts Receivable [Member] | Injury Payment [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 17.00% | 9.00% |
Concentration of Credit Risks_2
Concentration of Credit Risks (Details Narrative) | Sep. 30, 2021USD ($) |
Risks and Uncertainties [Abstract] | |
FDIC insured amount | $ 250,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,184,407 | $ 1,542,665 |
Less: allowance for doubtful accounts | (28,982) | (28,982) |
Accounts receivable, net | $ 1,155,425 | $ 1,513,683 |
Schedule of Assets Acquired and
Schedule of Assets Acquired and Liabilities Assumed (Details) | Sep. 30, 2021USD ($) |
Orlando [Member] | |
Property & equipment | $ 149,720 |
Intangible assets | |
Other assets | |
Current liabilities | (7,220) |
Net Assets Acquired | 142,500 |
Tampa [Member] | |
Property & equipment | 7,400 |
Intangible assets | 413,600 |
Other assets | |
Current liabilities | |
Net Assets Acquired | 421,000 |
Fort Pierce [Member] | |
Property & equipment | 45,000 |
Intangible assets | 5,000 |
Other assets | |
Current liabilities | |
Net Assets Acquired | 50,000 |
Naperville [Member] | |
Property & equipment | 49,000 |
Intangible assets | 151,000 |
Other assets | 5,000 |
Current liabilities | |
Net Assets Acquired | $ 205,000 |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 |
Nhc Chiropractic Pllc [Member] | Orlando [Member] | |||
Business Acquisition [Line Items] | |||
Asset purchase price of acquisition | $ 142,500 | ||
Fort Pierce Chiropractic [Member] | Fort Pierce [Member] | |||
Business Acquisition [Line Items] | |||
Asset purchase price of acquisition | $ 50,000 | ||
Active Medical Center [Member] | Naperville [Member] | |||
Business Acquisition [Line Items] | |||
Asset purchase price of acquisition | $ 205,000 | ||
Management Services Agreement [Member] | Willmitch Chiropractic PA [Member] | Tampa [Member] | |||
Business Acquisition [Line Items] | |||
Asset purchase price of acquisition | $ 421,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,475,444 | $ 4,076,945 |
Less: accumulated depreciation | (2,803,326) | (2,302,273) |
Property and equipment | 1,672,118 | 1,774,672 |
Construction in progress | 105,145 | 2,370 |
Total property and equipment, net | $ 1,777,263 | 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 | $ 2,109,268 | 2,064,669 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,366,176 | $ 2,012,276 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 1 year 6 months | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 7 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 194,000 | $ 195,000 | $ 529,000 | $ 633,000 |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 6,218,537 | |
Intangible assets, including goodwill, cost | $ 10,660,726 | |
Goodwill, cost | 2,040,696 | |
Goodwill, Accumulated Amortization | ||
Goodwill, net | 2,040,696 | 2,040,696 |
Total intangible assets and goodwill, cost | 11,296,821 | |
Total intangible assets and goodwill, Accumulated Amortization | (2,793,838) | (2,008,479) |
Total intangible assets and goodwill, net | $ 8,502,983 | $ 8,652,247 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 3 years | 3 years |
Intangible assets, cost | $ 699,482 | $ 134,882 |
Intangible assets, Accumulated Amortization | (187,370) | (44,961) |
Intangible assets, net | $ 512,112 | 89,921 |
Brand Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 10 years | |
Intangible assets, cost | $ 66,495 | |
Intangible assets, Accumulated Amortization | (2,726) | |
Intangible assets, net | 63,769 | |
Definite Lived Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, cost | 9,012,375 | 8,376,280 |
Intangible assets, Accumulated Amortization | (2,793,838) | (2,008,479) |
Intangible assets, net | 6,218,537 | 6,367,801 |
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 |
Intangible assets, including goodwill, cost | $ 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 | (2,301,908) | (1,706,379) |
Intangible assets, net | $ 5,638,490 | $ 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 | (301,834) | (257,139) |
Intangible assets, net | $ 4,166 | $ 43,861 |
Schedule of Future Amortization
Schedule of Future Amortization of Intangible Assets (Details) | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (three months) | $ 258,532 |
2022 | 1,034,133 |
2023 | 987,715 |
2024 | 830,934 |
2025 | 798,473 |
Thereafter | 2,308,750 |
Total | $ 6,218,537 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 257,000 | $ 235,000 | $ 785,000 | $ 701,000 |
Schedule of Operating Lease Rig
Schedule of Operating Lease Right of Use Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Right of use assets, net of amortization | $ 4,857,388 | $ 3,816,035 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leases | ||
Operating lease expense | $ 917,819 | $ 942,351 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 (three months) | $ 425,344 | |
2022 | 1,598,488 | |
2023 | 1,442,234 | |
2024 | 1,073,318 | |
2025 | 699,279 | |
Thereafter | 539,442 | |
Total | 5,778,105 | |
Amount representing imputed interest | (332,881) | |
Total operating lease liability | 5,445,224 | |
Current portion of operating lease liability | (1,517,485) | $ (1,078,107) |
Operating lease liability, non-current | $ 3,927,739 | $ 3,506,484 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
Mortgage Interest Rate Term | 10 years |
Schedule of Notes Payable (Deta
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 ($)Installment | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 1,200,150 | $ 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 | 50,758 | 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 | ||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 60,000 | ||||||||
Notes Payable Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 71,677 | 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 | 65,503 | 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 | 53,218 | 84,444 | |||||||
Notes Payable Six [Member] | Financial Institution [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 140,000 | ||||||||
Debt instrument interest rate | 5.39% | ||||||||
Number of installments | Installment | 36 | ||||||||
Debt instrument, periodic payment | $ 4,225 | ||||||||
Notes Payable Seven [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | 1,037,208 | $ 2,690,000 | |||||||
Debt instrument interest rate | 7.00% | ||||||||
Debt instrument maturity date | Apr. 29, 2022 | ||||||||
Notes Payable Seven [Member] | Research & Trading, L.P [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Notes payable | $ 2,690,000 | ||||||||
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% | ||||||||
Debt instrument maturity date | Dec. 31, 2021 | ||||||||
Number of installments | Installment | 5 | ||||||||
Debt instrument, periodic payment | $ 23,350 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes payable | $ 1,200,150 | $ 4,486,207 |
Unamortized debt issuance costs | (78,214) | (312,858) |
Less: current portion: | (1,078,384) | (2,527,324) |
Notes payable, net of current portion | 121,766 | 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 | 50,758 | 72,238 |
Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 71,677 | 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 | 65,503 | 81,862 |
Notes Payable Six [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 53,218 | 84,444 |
Notes Payable Seven [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | $ 1,037,208 | $ 2,690,000 |
Schedule of Principal Maturitie
Schedule of Principal Maturities of Notes Payable (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (three months) | $ 991,267 |
2022 | 104,186 |
2023 | 51,657 |
2024 | 27,631 |
2025 | 15,813 |
Thereafter | 9,596 |
Total | $ 1,200,150 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Apr. 07, 2021 | Jan. 30, 2021 | Oct. 20, 2020 | Oct. 05, 2020 | Jun. 18, 2020 | May 21, 2020 | May 21, 2019 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 31, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 1,193,750 | |||||||||||||
Proceeds from common stock | $ 1,900,000 | $ 19,005,323 | $ 3,736,613 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
Outstanding restricted stock of its common stock | $ 277,500 | |||||||||||||
Number of shares vested | 300,000 | 10,000 | 112,500 | |||||||||||
Non Qualified Stock Options [Member] | Various Employees [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Outstanding stock options to purchase stock | 435,518 | |||||||||||||
Vesting description | These 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 | |||||||||||||
Vesting period | 4 years | |||||||||||||
Vesting percentage | 25.00% | |||||||||||||
Remaining vesting percentage equal monthly installments | 75.00% | |||||||||||||
Volatility rate | 32.20% | |||||||||||||
Risk free rate | 2.40% | |||||||||||||
Expected term | 10 years | |||||||||||||
2018 Incentive Compensation Plan Member [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Reserving for issuance | 1,000,000 | |||||||||||||
Board Member Departures [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares vested | 143,750 | |||||||||||||
Number of shares cancelled | 40,000 | |||||||||||||
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares vested | 75,000 | |||||||||||||
Non Executive Staff And Contractors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
Number of shares vested | 15,000 | |||||||||||||
Ascendiant Capital Markets [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 1,541,758 | |||||||||||||
Proceeds from common stock | $ 2,900,000 | |||||||||||||
At The Market Issuance Sales Agreement [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of common stock issued | $ 5,000,000 | |||||||||||||
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 | |||||||||||||
Gross proceeds from initial public offering | $ 2,644,000 | |||||||||||||
Payment for indebtedness | $ 500,000 | |||||||||||||
IPO [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Gross proceeds from initial public offering | $ 17,000,000 | |||||||||||||
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 | |||||||||||||
IPO [Member] | Ascendiant Capital Markets [Member] | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during period, shares | 10,625,000 | |||||||||||||
Gross proceeds from 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) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Matching contributions, percentage of match | 100.00% | 50.00% | ||
Matching contributions, percent of employees' gross pay | 3.00% | 5.00% | ||
Matching contributions, amount | $ 39,000 | $ 32,000 | $ 108,000 | $ 72,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate | 25.80% |
Operating loss carryforward, federal | $ 18.2 |
Operating loss carryforward, state and local | $ 19.5 |
Operating loss carryforward, description | There is no expiration of the federal loss carryforwards as all federal net operating loss carryforwards were generated after December 31, 2017. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($) | Apr. 15, 2021 | Sep. 30, 2021 | Jun. 03, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Overpaid Amount | $ 2,921,868 | ||
Statistical Extrapolation Amount | $ 11,530 | ||
Accounts Payable | $ 2,918,472 | ||
Actual overpayment amount | $ 5,327 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 21, 2021 | Oct. 01, 2021 | Apr. 15, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||||||||
Issuance of common stock, shares | 1,193,750 | |||||||
Stock Issued During Period, Value, New Issues | $ 2,044,775 | $ 17,209,924 | $ 2,578,651 | $ 1,377,218 | ||||
Contractor [Member] | Covent Bridge Group [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Statistical Extrapolation Amount | $ 11,530 | |||||||
Overpaid Amount | $ 2,921,868 | |||||||
Subsequent Event [Member] | Contractor [Member] | Covent Bridge Group [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Statistical Extrapolation Amount | $ 2,716,056 | |||||||
Overpaid Amount | $ 6,791 | |||||||
LOSI [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | $ 1,600,000 | |||||||
Issuance of common stock, shares | 1,200,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 400,000 | |||||||
Louisiana Professional Corporation [Member] | Subsequent Event [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Liabilities assumed in cash | $ 800,000 |