Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | REGIONAL HEALTH PROPERTIES, INC. | |
Entity Central Index Key | 0001004724 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,768,720 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-33135 | |
Entity Tax Identification Number | 81-5166048 | |
Entity Address, Address Line One | 454 Satellite Boulevard NW | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Suwanee | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30024 | |
City Area Code | 678 | |
Local Phone Number | 869-5116 | |
Entity Incorporation, State or Country Code | GA | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | RHE | |
Security Exchange Name | NYSEAMER | |
Title of 12(b) Security | Common Stock, no par value | |
10.875% Series A Cumulative Redeemable Preferred Stock | ||
Document Information [Line Items] | ||
Trading Symbol | RHE-PA | |
Security Exchange Name | NYSEAMER | |
Title of 12(b) Security | 10.875% Series A Cumulative Redeemable Preferred Stock, no par value |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Property and equipment, net | $ 49,072 | $ 50,127 |
Cash | 2,616 | 6,792 |
Restricted cash | 2,908 | 3,056 |
Accounts receivable, net of allowance of $759 and $177 | 4,323 | 2,145 |
Prepaid expenses and other | 1,228 | 460 |
Notes receivable | 319 | 362 |
Intangible assets - bed licenses | 2,471 | 2,471 |
Right-of-use operating lease assets | 27,151 | 29,909 |
Goodwill | 1,585 | 1,585 |
Lease deposits and other deposits | 398 | 398 |
Straight-line rent receivable | 7,371 | 8,257 |
Total assets | 99,564 | 105,696 |
LIABILITIES AND EQUITY | ||
Senior debt, net | 45,278 | 46,043 |
Bonds, net | 6,117 | 6,239 |
Other debt, net | 1,275 | 594 |
Accounts payable | 4,429 | 3,749 |
Accrued expenses | 5,444 | 4,987 |
Operating lease obligation | 29,460 | 32,059 |
Other liabilities | 1,348 | 1,629 |
Total liabilities | 93,351 | 95,300 |
Stockholders’ equity: | ||
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 1,811 and 1,775 shares issued and 1,802 and 1,775 shares outstanding at June 30, 2022 and December 31, 2021, respectively | 62,584 | 62,515 |
Preferred stock, no par value; 5,000 shares authorized; 2,812 shares issued and outstanding, redemption amount $70,288 at June 30, 2022 and December 31, 2021 | 62,423 | 62,423 |
Accumulated deficit | (118,794) | (114,542) |
Total stockholders’ equity | 6,213 | 10,396 |
Total liabilities and stockholders’ equity | 99,564 | 105,696 |
Lease Rights | ||
ASSETS | ||
Intangible assets - lease rights, net | $ 122 | $ 134 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 759 | $ 177 |
Common stock and additional paid-in capital, par value | $ 0 | $ 0 |
Common stock and additional paid-in capital, shares authorized | 55,000,000 | 55,000,000 |
Common stock and additional paid-in capital, shares issued | 1,769,000 | 1,775,000 |
Common stock and additional paid-in capital, shares outstanding | 1,760,000 | 1,775,000 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,812,000 | 2,812,000 |
Preferred stock, shares outstanding | 2,812,000 | 2,812,000 |
Preferred stock, redemption amount | $ 70,288 | $ 70,288 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Rental revenues | $ 3,261 | $ 3,763 | $ 7,326 | $ 7,844 |
Total revenues | 8,093 | 6,468 | 14,740 | 13,549 |
Expenses: | ||||
Depreciation and amortization | 606 | 652 | 1,219 | 1,302 |
General and administrative expense | 921 | 952 | 2,054 | 1,995 |
Doubtful accounts expense | 466 | 37 | 2,227 | 77 |
Other operating expenses | 629 | 297 | 968 | 536 |
Total expenses | 8,622 | 5,982 | 16,625 | 11,961 |
(Loss) income from operations | (529) | 486 | (1,885) | 1,588 |
Other expense | ||||
Interest expense, net | 639 | 666 | 1,291 | 1,353 |
Other expense, net | 157 | 323 | 1,076 | 717 |
Total other expense, net | 796 | 989 | 2,367 | 2,070 |
Net loss | (1,325) | (503) | (4,252) | (482) |
Preferred stock dividends - undeclared | (2,249) | (2,249) | (4,498) | (4,498) |
Net Loss attributable to Regional Health Properties, Inc. common stockholders | $ (3,574) | $ (2,752) | $ (8,750) | $ (4,980) |
Net loss per share of common stock attributable to Regional Health Properties, Inc. | ||||
Net loss per share of common stock attributable to Regional Health Properties, Inc., basic | $ (2.02) | $ (1.62) | $ (4.93) | $ (2.94) |
Net loss per share of common stock attributable to Regional Health Properties, Inc., diluted | $ (2.02) | $ (1.62) | $ (4.93) | $ (2.94) |
Weighted average shares of common stock outstanding: | ||||
Basic (in shares) | 1,768 | 1,697 | 1,775 | 1,692 |
Diluted (in shares) | 1,768 | 1,697 | 1,775 | 1,692 |
Patient Care Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | $ 4,570 | $ 2,445 | $ 6,881 | $ 5,135 |
Expenses: | ||||
Patient care, facility rent and management fees expense | 4,222 | 2,255 | 6,564 | 4,457 |
Management Fees | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 255 | 247 | 519 | 495 |
Expenses: | ||||
Patient care, facility rent and management fees expense | 144 | 150 | 319 | 315 |
Other Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 7 | 13 | 14 | 75 |
Facility Rent | ||||
Expenses: | ||||
Patient care, facility rent and management fees expense | $ 1,634 | $ 1,639 | $ 3,274 | $ 3,279 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Shares of Common Stock | Shares of Preferred Stock | Shares of Treasury Stock | Common Stock and Additional Paid-in Capital | Preferred Stock | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 11,104 | $ 62,041 | $ 62,423 | $ (113,360) | |||
Balance (in shares) at Dec. 31, 2020 | 1,688 | ||||||
Balance (in shares) at Dec. 31, 2020 | 2,812 | ||||||
Net income (loss) | 21 | 21 | |||||
Balance at Mar. 31, 2021 | 11,125 | 62,041 | 62,423 | (113,339) | |||
Balance (in shares) at Mar. 31, 2021 | 1,688 | ||||||
Balance (in shares) at Mar. 31, 2021 | 2,812 | ||||||
Balance at Dec. 31, 2020 | 11,104 | 62,041 | 62,423 | (113,360) | |||
Balance (in shares) at Dec. 31, 2020 | 1,688 | ||||||
Balance (in shares) at Dec. 31, 2020 | 2,812 | ||||||
Net income (loss) | (482) | ||||||
Balance at Jun. 30, 2021 | 10,738 | 62,157 | 62,423 | (113,842) | |||
Balance (in shares) at Jun. 30, 2021 | 1,727 | ||||||
Balance (in shares) at Jun. 30, 2021 | 2,812 | ||||||
Balance at Mar. 31, 2021 | 11,125 | 62,041 | 62,423 | (113,339) | |||
Balance (in shares) at Mar. 31, 2021 | 1,688 | ||||||
Balance (in shares) at Mar. 31, 2021 | 2,812 | ||||||
Stock-based compensation | 123 | 123 | |||||
Stock-based compensation (in shares) | 39 | ||||||
Exercise of restricted share awards net settlement option | (7) | (7) | |||||
Exercise of restricted share awards net settlement option (in shares) | (1) | ||||||
Treasury shares, no par value | 1 | ||||||
Net income (loss) | (503) | (503) | |||||
Balance at Jun. 30, 2021 | 10,738 | 62,157 | 62,423 | (113,842) | |||
Balance (in shares) at Jun. 30, 2021 | 1,727 | ||||||
Balance (in shares) at Jun. 30, 2021 | 2,812 | ||||||
Balance at Dec. 31, 2021 | $ 10,396 | 62,515 | 62,423 | (114,542) | |||
Balance (in shares) at Dec. 31, 2021 | 1,775 | 1,775 | (1) | ||||
Balance (in shares) at Dec. 31, 2021 | 2,812 | 2,812 | |||||
Restricted stock issuance (in shares) | 24 | ||||||
Stock-based compensation | $ 111 | 111 | |||||
Exercise of restricted share awards net settlement option | (46) | (46) | |||||
Exercise of restricted share awards net settlement option (in shares) | (8) | ||||||
Net income (loss) | (2,927) | (2,927) | |||||
Balance at Mar. 31, 2022 | 7,534 | 62,580 | 62,423 | (117,469) | |||
Balance (in shares) at Mar. 31, 2022 | 1,799 | (9) | |||||
Balance (in shares) at Mar. 31, 2022 | 2,812 | ||||||
Balance at Dec. 31, 2021 | $ 10,396 | 62,515 | 62,423 | (114,542) | |||
Balance (in shares) at Dec. 31, 2021 | 1,775 | 1,775 | (1) | ||||
Balance (in shares) at Dec. 31, 2021 | 2,812 | 2,812 | |||||
Net income (loss) | $ (4,252) | ||||||
Balance at Jun. 30, 2022 | $ 6,213 | 62,584 | 62,423 | (118,794) | |||
Balance (in shares) at Jun. 30, 2022 | 1,769 | 1,769 | (9) | ||||
Balance (in shares) at Jun. 30, 2022 | 2,812 | 2,812 | |||||
Balance at Mar. 31, 2022 | $ 7,534 | 62,580 | 62,423 | (117,469) | |||
Balance (in shares) at Mar. 31, 2022 | 1,799 | (9) | |||||
Balance (in shares) at Mar. 31, 2022 | 2,812 | ||||||
Forfeitures of stock-based awards | 4 | 4 | |||||
Forfeitures of stock-based awards (in shares) | (30) | ||||||
Net income (loss) | (1,325) | (1,325) | |||||
Balance at Jun. 30, 2022 | $ 6,213 | $ 62,584 | $ 62,423 | $ (118,794) | |||
Balance (in shares) at Jun. 30, 2022 | 1,769 | 1,769 | (9) | ||||
Balance (in shares) at Jun. 30, 2022 | 2,812 | 2,812 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,252) | $ (482) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,219 | 1,302 |
Stock-based compensation expense | 115 | 123 |
Rent expense in excess of cash paid | 153 | 34 |
Rent revenue in excess of cash received | (73) | (1,229) |
Amortization of deferred financing costs, debt discounts and premiums | 44 | 55 |
Bad debt expense | 2,227 | 77 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,446) | 637 |
Prepaid expenses and other assets | 358 | 244 |
Accounts payable and accrued expenses | 1,138 | 1,471 |
Other liabilities | (281) | 155 |
Net cash (used) provided by operating activities | (2,798) | 2,387 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (152) | (74) |
Net cash used in investing activities | (152) | (74) |
Cash flows from financing activities: | ||
Payment of senior debt | (806) | (1,078) |
Payment of other debt | (572) | (121) |
Proceeds from other debt | 50 | |
Repurchase of common stock | (46) | (7) |
Net cash used in financing activities | (1,374) | (1,206) |
Net change in cash and restricted cash | (4,324) | 1,107 |
Cash and restricted cash, beginning | 9,848 | 7,492 |
Cash and restricted cash, ending | 5,524 | 8,599 |
Supplemental disclosure of cash flow information: | ||
Cash interest paid | 1,256 | 1,435 |
Supplemental disclosure of non-cash activities: | ||
Vendor-financed insurance | $ 1,078 | $ 867 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional”) and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities, referred to as skilled nursing facilities (“SNF”) and assisted living facilities (“ALF”), to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (AdCare). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. Portfolio Stabilization Measures While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility as demonstrated by the following transactions undertaken by the Company since December 31, 2021. In July 2022, Thomasville Operations, LLC a subsidiary of the company ("Thomasville Operations"), entered into an Operations Transfer Agreement with C.R of Thomasville, LLC. The Change Of Ownership application has been submitted to the Department of Community Health ("DCH or "the Department") for approval. In May 2022, Lumber City Operations, LLC a subsidiary of the Company (“Lumber City Operations”), entered into an Operations Transfer and Surrender Agreement with LC SNF, LLC (“LC SNF”). Effective May 1 , 2022 , Lumber City Operations became the DCH approved and licensed operator of the Lumber City Facility. In April 2022, Lumber City Operations also entered into a Management Agreement with Peach Health Group LLC (“Peach Health”), pursuant to which Peach Health provides for the overall management and day-to-day operation of the Lumber City Facility. The term of the Lumber City Management Agreement commenced on May 1, 2022 and continues for a term of 6 months thereafter; the term may be extended upon a mutual agreement by both parties. Under the Lumber City Management Agreement, Lumber City Operations will pay Peach Health: (i) for months 1 through 6 of the term, a management fee of $ 22,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5 % of net revenue. The Lumber City Management Agreement is subject to earlier termination as provided therein. The Lumber City Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Also in May 2022, LaGrange Operations, LLC, a subsidiary of the Company (“LaGrange Operations”) entered into an Operations Transfer and Surrender Agreement with C.R. of LaGrange, LLC. Effective May 1, 2022 , LaGrange Operations became the Department approved and licensed operator of the LaGrange Facility. LaGrange Operations also entered into a Management Agreement with Peach Health, dated as of April 29, 2022, pursuant to which Peach Health provides for the overall management and day-to-day operation of the LaGrange Facility. The term of the LaGrange Management Agreement commenced on May 1, 2022 and continues for a term of 6 months thereafter; the term may be extended upon a mutual agreement by both parties. Under the LaGrange Management Agreement, LaGrange Operations will pay Peach Health: (i) for months 1 through 6 of the term, a management fee of $ 25,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5 % of net revenue. The LaGrange Management Agreement is subject to earlier termination as provided therein. The LaGrange Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. In April 2022, Meadowood Operations, LLC a subsidiary of the Company (“Meadowood Operations”) became the state- licensed operator of the Meadowood facility. Meadowood Operations also entered into a Management Agreement with Cavalier Senior Living Operations, LLC (Cavalier), which engages Cavalier to provide for the overall management and day-to-day operation of the Facility. Under the Management Agreement, Meadowood Operations will pay Cavalier: (i) a management fee of $ 12,000 while the probationary license is active; and (ii) a start-up fee of $ 12,000 . Upon termination of the probationary period by regulatory authorities, the parties will negotiate a monthly management fee for ongoing management and oversight of the Facility. The term of the Management Agreement commences on April 15, 2022, and continues for a term of two years thereafter, and shall continue in full force and effect for succeeding annual terms until such time as either party provides written notice of termination to the other party at least 90 days prior to the termination date. The Management Agreement is subject to earlier termination as provided therein. If the Management Agreement is terminated due to a sale of the Facility, then Meadowood Operations will pay an incentive fee to Cavalier equal to 1 % of the purchase price, including any debt assumption. The Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Effective January 1, 2021 , the Company terminated the subleases for two SNFs located in Georgia with affiliates of Wellington, the Company commenced operating the Tara facility, a previously subleased 134 -bed SNF located in Thunderbolt, Georgia and entered into a new sublease agreement with an affiliate of Empire for the Powder Springs Facility, a 208 -bed SNF located in Powder Springs, Georgia. These portfolio stabilization measures, and others that the Company has undertaken, exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business and Industry - Our portfolio stabilization measures expose the Company to the various risks facing our tenants in Part I, Item 1.A, Risk Factors in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines, and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the six months ended June 30, 2022 , and we expect it will continue to adversely affect our business in the near future and beyond, for a variety of reasons, including those discussed below and elsewhere in this Quarterly Report. As of August 22, 2022, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to SNFs, and higher hospital re-admittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections which has resulted in decreased revenues. The COVID-19 pandemic and related public health measures implemented by governments worldwide have had severe global macroeconomic impacts and have resulted in significant financial market volatility. An extended period of volatility or a downturn in the financial markets could result in increased cost of capital. If our access to capital is restricted or our borrowing costs increase as a result of developments in financial markets relating to the pandemic, our operations and financial condition could be adversely impacted. In addition, a prolonged period of decreased revenue and limited acquisition and disposition activity operations could adversely affect our financial condition and long-term growth prospects and there can also be no assurance that we will not face credit rating downgrades. Future downgrades could adversely affect our cost of capital, liquidity, competitive position and access to capital markets. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace the tenants or restructure the tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 73 % of its anticipated fixed monthly rental receipts from tenants for the three months ended June 30, 2022, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness. On November 5, 2021, the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) published COVID-19 Health Care Staff Vaccination requirements that most Medicare- and Medicaid-certified providers and suppliers must meet in order to participate in the Medicare and Medicaid programs. This emergency regulation was effective immediately and requires employees at Medicare and Medicaid-participating facilities and employers with more than 100 employees to be vaccinated. Some states have also issued their own orders to employers and healthcare providers that may or may not align with federal directives. The legality of both federal and state vaccine mandates will likely be decided by the courts. Until pending laws and regulations related to vaccine mandates are both finalized and adjudicated, our tenants will continue to manage in different ways, from mandating vaccines for all employees to waiting to see how the issue is ultimately resolved. The mandates, as presently written, may cause disruption to tenants’ operations if employees refuse vaccination and are terminated, and our tenants are not able to replace them in a timely manner or experience increased costs to do so. To help offset these costs as well as occupancy declines, various relief programs have been enacted by federal and state governments, which have provided, and we expect will continue to provide, some payments to our tenants, subject to the programs’ respective terms and conditions. In 2020 Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act (“PPPHCE Act”) and the Consolidated Appropriations Act, 2021 (“CAA”). In total, the CARES Act, the PPPHCE Act, and the CAA authorized $ 178 Billion in funding to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund”). These funds are intended to reimburse eligible providers for healthcare-related expenses or lost revenues attributable to COVID-19. Recipients are not required to repay Provider Relief Fund payments as long as they attest to and comply with certain terms and conditions, including reporting requirements, limitations on balance billing, and not using Provider Relief Fund payments to reimburse expenses or losses that other sources have reimbursed or are obligated to reimburse. In early November 2021, the U.S. Department of Health and Human Services ("HHS") closed the application portal for its Phase 4 allocation of approximately $ 17 billion of Provider Relief Funds and an allocation of approximately $ 8.5 billion in American Rescue Plan (“ARP”) resources for providers serving patients living in rural areas. On December 16, 2021, the Health Resources and Services Association ("HRSA") began distributing Phase 4 general distribution payments, and on November 23, 2021, it began distributing ARP rural payments. We expect that our tenants pursued additional funding from these allocations and will pursue any future funding that may become available, though there can be no assurance that our tenants will qualify for, or receive, any Phase 4 or American Rescue Plan, or any future, funding. The CARES Act and related legislation include other provisions offering financial relief. This includes Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which made available accelerated payment of Medicare funds in order to increase cash flow to providers. These payments are loans that providers must repay. Additionally, the CMS suspended Medicare sequestration payment adjustments from May 1, 2020, through December 31, 2021, which would have otherwise reduced payments to Medicare providers by 2 percent, but also extended sequestration through 2030. In addition to offering economic relief to individuals and businesses, the CARES Act and related legislation include provisions intended to expand coverage of COVID-19 testing and preventative services, address healthcare workforce needs, ease restrictions on telehealth services during the crisis, and ease other legal and regulatory burdens on healthcare providers. Due to recent enactment of the CARES Act, the PPPHCE Act, and the CAA, there is still a high degree of uncertainty surrounding their implementation, and the public health emergency continues to evolve. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, and some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19. While we have requested reporting case numbers from our operators and the CMS has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates in combination with the various relief programs that have been made available will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. On June 16, 2020, the U.S. House of Representatives Select Subcommittee on the Coronavirus Crises announced the launch of an investigation into the COVID-19 response of nursing homes and the use of federal funds by nursing homes during the pandemic. The Select Subcommittee continued to be active throughout the remainder of 2020 and 2021. In March 2021, the Oversight Subcommittee of the House Ways and Means Committee held a hearing on examining the impact of private equity in the U.S. health care system, including the impact on quality of care provided within the skilled nursing industry. These investigations and hearings could result in legislation imposing additional requirement on our tenant operators. Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP) in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2021 audited consolidated financial statements and notes thereto, which are included in the 2021 Form 10-K filed with the SEC on February 22, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Reclassifications Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period’s presentation. Variable Interest Entities The Company has a loan receivable with Peach Health a Sublessee. Such agreement creates a variable interest in Peach Health Sublessee that may absorb some or all of the expected losses of the entity. The Company does not consolidate the operating activities of the Peach Health Sublessee as the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. Revenue Recognition and Allowances Patient Care Revenue. ASC Topic 606, Revenue from Contracts with Customers requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our Healthcare Services business segment is derived from services rendered to patients in the LaGrange, Lumber City, Meadowood and Tara Facilities. The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by the CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority of the revenue the Company has recognized is from government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Management Fee Revenues and Other Revenues . The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $ 50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables, working capital loans to tenants and patient reimbursement. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments, then the Company may adjust its reserve to the rental or interest revenue recognized in the period the Company makes such change. See Note 6 – Leases. Regarding patient reimbursements, the company assesses the patient receivable based on payor type, age of the receivable amongst several other factors. The Company has reserved for approximately 1.5 % of our patient care receivables based on the history provided by Vero Health for private payors and continues to assess the adequacy of such reserve. As of June 30, 2022 and December 31, 2021 , the Company reserved for approximately $ 0.8 million and $ 0.2 million, respectively, of uncollected receivables. Accounts receivable, net of allowance, totaled $ 4.3 million at June 30, 2022 and $ 2.1 million at December 31, 2021. The following table presents the Company's Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) June 30, December 31, Gross receivables Real Estate Services $ 2,467 $ 1,442 Healthcare Services 2,615 880 Sub Total 5,082 2,322 Allowance Real Estate Services ( 538 ) ( 35 ) Healthcare Services ( 221 ) ( 142 ) Sub Total ( 759 ) ( 177 ) Accounts receivable, net of allowance $ 4,323 $ 2,145 Pre-Paid Expenses and Other As of June 30, 2022 and December 31, 2021, the Company had approximat ely $ 1.2 million and $ 0.5 million, respectively, in pre-paid expenses and other; the $ 0.7 million increase is related to insurance for the Lumber City and LaGrange Facility operations, while the other amounts are predominantly for directors’ and officers’ insurance, NYSE American annual fees, and mortgage insurance premiums. Accounts Payable The following table presents the Company's Accounts payable for the periods presented: (Amounts in 000’s) June 30, December 31, Accounts payable Real Estate Services $ 3,104 $ 2,781 Healthcare Services 1,325 968 Total Accounts payable $ 4,429 $ 3,749 Other liabilities As of June 30, 2022 and December 31, 2021, the Company had approximatel y $ 1.3 million and $ 1.6 million, respectively in Other liabilities, consisting of security lease deposits and sublease improvement funds. See Note 2 – Series A Preferred Exchange Offer. Other expense, net The Company has retained a law firm to evaluate and assist with possible opportunities to improve the Company’s capital structure. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of June 30, 2022, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 , Leases , as codified in ASC 842, the Company recognizes both right of use assets and lease liabilities for leases in which we lease land, real property, or other equipment, having elected the practical expedient to maintain the prior operating lease classification for leases entered into prior to January 1, 2019. We assess any new contracts or modification of contracts in accordance with ASC 842 to determine the existence of a lease and its classification. We report revenues and expenses for real estate taxes and insurance where the lessee has not made those payments directly to a third-party in accordance with their respective leases with us. Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98 % that approximated our incremental borrowing rate and the current lease term. See Note 6– Leases for more information on the Company’s operating leases. Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara, Lumber City, LaGrange and Meadowood facilities. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). For further information, see Note 11 – Commitments and Contingencies , and Note 14 – Commitments and Contingencies, in the Annual Report for more information. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (iv) the status and likely success of any mediation or settlement discussions, including estimated settlement amounts and legal fees and other expenses anticipated to be incurred in such settlement, as applicable; and (v) the venues in which the actions have been filed or will be adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7 – Accrued Expenses . In addition, the Company maintains certain other insurance programs, including commercial general liability, property, casualty, directors’ and officers’ liability, crime, and employment practices liability. Discontinued Operations Prior to December 2015, the Company’s business focused primarily on owning and operating SNFs and managing such facilities for unaffiliated owners with whom the Company has management contracts. These operations were discontinued and transitioned to the current leasing model of business. The Company’s major classes of discontinued operation’s assets and liabilities included within the Company’s consolidated balance sheets at June 30, 2022 and December 31, 2021 , respectively are: (i) Accounts payable of $ 2.6 million and $ 2.5 million; an |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2022 | |
Liquidity [Abstract] | |
Liquidity | NOTE 2. LIQUIDITY Overview The Company intends to pursue measures to grow its operations, streamline its cost infrastructure and otherwise increase liquidity, including: (i) refinancing or repaying debt to reduce interest costs and mandatory principal repayments, with such repayment to be funded through potentially expanding borrowing arrangements with certain lenders; (ii) increasing future lease revenue through acquisitions and investments in existing properties; (iii) modifying the terms of existing leases; (iv) replacing certain tenants who default on their lease payment terms; and (v) reducing other and general and administrative expenses. Management anticipates access to several sources of liquidity, including cash on hand, cash flows from operations, and debt refinancing during the twelve months following the date of this filing. At June 30, 2022, the Company had $ 2.6 million in unrestricted cash. Unrestricted cash includes a Medicaid overpayment of $ 1.5 million received on September 30, 2021 that the Company expects to repay in the near future. The overpayment is recorded in Accrued Expenses in the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021. During the six months ended June 30, 2022 , the Company’s cash flow from operations was a negative $ 2.8 million primarily due to unpaid rent payments and working capital needs to transition operations of the LaGrange , Lumber City and Meadowood facilities. Management anticipates collecting a portion of the past due rent after the filing date and is currently negotiating various methods to collect the remaining unpaid rent. Since quarter end, the company collected or anticipates collecting $ 0.7 million. Cash flow from operations in the future, will be based on the operational performance of the facilities under Peach Health’s management, as well as continued uncertainty of the COVID-19 pandemic and its impact on the Company’s business, financial condition and results of operations. Series A Preferred Exchange Offer In February 2022, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding 10.875 % Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”) for newly issued shares of the Company’s 12.5 % Series B Cumulative Redeemable Preferred Shares (the “Series B Preferred Stock”). On May 31, 2022, the Exchange Offer, was further extended until July 25, 2022. See Note 13, Subsequent Events. The Exchange Offer is the culmination of on-going efforts to investigate alternatives to retire or refinance our outstanding Series A Preferred Stock through privately negotiated transactions, open market repurchases, redemptions, exchange offers, tender offers, or otherwise. Series A Preferred Dividend Suspension On June 8, 2018, the board of directors of Regional (the “Board”) indefinitely suspended quarterly dividend payments with respect to the 10.875 % Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Stock”). As of June 30, 2022, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $ 41.3 million of undeclared Series A Preferred Stock dividends in arrears. The Board believes that the dividend suspension will provide the Company with additional funds to meet, in part, its ongoing liquidity needs. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for more than four dividend periods, the annual dividend rate on the Series A Preferred Stock for the fifth and future missed dividend periods has increased to 12.875 %, which is equivalent to $ 3.20 per share each year, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash. Debt As of June 30, 2022 , the Company had $ 52.7 million in indebtedness, net of $ 1.1 million deferred financing, and unamortized discounts. The Company anticipates net principal repayments of approximately $ 2.5 million during the next twelve-month period, approximately $ 1.7 million of routine debt service amortization, $ 0.7 million of current maturities of other debt (including $ 0.1 million related to insurance financing for the Tara Facility operations), and a $ 0.1 million payment of bond debt. Debt Extinguishment. On August 13, 2021, the Company received official notification from Fountainhead Commercial Capital, providers of our $ 0.2 million Paycheck Protection Program Loan (“PPP Loan), that the full $ 0.2 million was forgiven by the SBA on July 9, 2021. Consequently the Company recorded a net gain of approximately $ 0.2 million on forgiveness of debt during the year ended December 31, 2021. On September 30, 2021 the Company and the Exchange Bank of Alabama executed a $ 5.1 million Promissory Note with a 3.95 % annual fixed interest rate and maturity date of October 10, 2026 (the “Coosa Credit Facility”). The Coosa Credit Facility, refinanced $ 5.1 million prime + 1.5 % variable interest rate debt owed to Metro City Bank with a maturity date of January 31, 2036 , (the “Coosa MCB Loan”). In conjunction with this Coosa Facility refinance, the Company and the Exchange Bank of Alabama signed an agreement on October 1, 2021, (the “Meadowood Credit Facility”), that extended the maturity date on the $ 3.5 million Meadowood Credit Facility, as amended, in senior debt other mortgage indebtedness secured by the assets of Coosa and the assets of Meadowood, from May 1, 2022 to October 1, 2026 . The Coosa Credit Facility is secured by the assets of the Company’s subsidiary Coosa Nursing ADK, LLC (“Coosa”) which owns the 124 -bed skilled nursing facility located in Glencoe, Alabama (the “Coosa Facility”) and the assets of the Company’s subsidiary Meadowood Property Holdings, LLC (“Meadowood”) which owns the 106 -bed assisted living facility located in Glencoe, Alabama (the “Meadowood Facility”). The Company incurred approximately $ 0.1 million in new deferred financing fees and expensed approximately $ 0.1 million deferred financing fees associated with the Coosa MCB Loan. Additionally on August 17, 2021, the Company extended the maturity date on approximately $ 0.5 million other debt from August 25, 2021 to August 25, 2023 (known as the “KeyBank Exit Notes”). For further information, see Note 8 – Notes Payable and Other Debt. Debt Covenant Compliance At June 30, 2022, the Company was in compliance with the various financial and administrative covenants related to all of the Company’s credit facilities. Changes in Operational Liquidity In April and May 2022, the Company became the licensed operator of three additional facilities in addition to operating the Tara facility. Facility operations requires significant working capital as operations ramp up. Effective as of February 1, 2022, the Company, through its subsidiary ADK Georgia, received a rent deferral from the Landlord of seven nursing home facilities located in Georgia. Under this agreement, rent of $ 40,000 per month is deferred for a 24-month period beginning February 1, 2022 and ending January 31, 2024. All deferred rent shall be payable to the Landlord in 24 installments beginning February 2024. Payments of deferred rent shall be in addition to any rent or additional rent otherwise due and payable under the lease. The Tara Facility operations performance, with a net loss of $ 0.3 million, subsequent to the Wellington Transition, during the eighteen months ended June 30, 2022, were insufficient to cover any of the rent the Company was obligated to pay under its lease. On January 1, 2021, the Company entered into the Vero Management Agreement with Vero Health under which Vero Health provided management consulting services for the Tara Facility, which the Company now operates. On September 21, 2021, the Company notified Vero Health of Regional’s intention to terminate the Vero Management Agreement, effective October 1, 2021. Regional will continue to operate the Tara Facility and has entered into the Peach Management Agreement with Peach Health dated as of September 22, 2021 and effective October 1, 2021 to provide management consulting services for the Tara Facility. Affiliates of Peach Health also lease from Regional three facilities located in Georgia. The fixed Management fee Regional will pay Peach Health is 1% less than under the Vero Management Agreement with additional percentages for meeting specified performance targets. For further information on the Peach Management Agreement see Note 6 – Leases and Note 12 – Segment Results for information on the Tara Facility performance. For the first six months, the base rent under the Powder Springs ("PS") Sublease for the Powder Springs Facility equaled the adjusted earnings before interest, depreciation, amortization and rent (“Adjusted EBITDAR) of PS Operator, LLC ("PS Operator") to the extent derived from the subleased facility. For months seven through twenty-four, the base rent will equal 80 % of the Adjusted EBITDAR. For the first three months, if Adjusted EBITDAR (as defined in the PS Sublease) was less than $ 0 , PS Operator would not pay any base rent and the Company would reimburse PS Operator an amount equal to the amount by which each period’s Adjusted EBITDAR was less than $ 0 . Beginning with the fourth month and thereafter, the PS Sublease became a “triple net” lease with PS Operator responsible for payment of all expenses in addition to rent. Under the Vero Management Agreement, Regional agreed to pay Vero Health a monthly management fee equal to 5 % of the Adjusted Gross Revenues (as defined in the Vero Management Agreement) for the Tara Facility and under the Peach Management Agreement Regional agreed to pay a monthly management fee equal to 4 % with additional percentages for meeting specified performance targets. The Company will absorb all net profits or losses from the operation of the Tara Facility. If the monthly average Adjusted EBITDAR of PS Operator is less than $ 100,000 for any consecutive three-month period after the sixth month of the PS Sublease, then the Company may terminate the PS Sublease subject to the conditions set forth in the PS Sublease. Following the Wellington Lease Termination, effective January 1, 2021, Regional leased the Powder Springs Facility to PS Operator LLC (“PS Operator”), an affiliate of Empire, pursuant to a sublease (the “PS Sublease”). During the three months ended June 30, 2022 and 2021, the Company recognized $ 0.3 million and $ 0.1 million, respectively, of variable rent for the Powder Springs Facility. During the six months ended June 30, 2022 and 2021, the Company recognized $ 0.7 million and $ 0.5 million, respectively, of variable rent for the Powder Springs Facility. The prior leases had a contracted cash rent of approximately $ 3.7 million for the twelve months ended December 31, 2021, which the above variable streams of income are replacing. The Company is current with all of its Notes payable and other debt as described in Note 8 – Notes Payable and Other Debt . The Company has benefited from certain, now expired, stimulus measures made available to it through the CARES Act enacted by Congress in response to the COVID-19 pandemic which allowed for, among other things: (i) a deferral of debt service payments on U.S. Department of Agriculture (“USDA”) loans to maturity; (ii) an allowance for debt service payments to be made out of replacement reserve accounts for U.S. Department of Housing and Urban Development (“HUD”) loans; and (iii) debt service payments to be made by the U.S. Small Business Administration (the “SBA”) on all SBA loans. For further information, see Note 8 – Notes Payable and Other Debt . Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the Company’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the Company to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the Company will be able to continue as a going concern. The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months, and the Company’s recurring business operating expenses. The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. |
Cash and Restricted Cash
Cash and Restricted Cash | 6 Months Ended |
Jun. 30, 2022 | |
Restricted Cash And Investments [Abstract] | |
Cash and Restricted Cash | NOTE 3. CASH AND RESTRICTED CASH The following presents the Company's cash and restricted cash: (Amounts in 000’s) June 30, December 31, Cash (a) $ 2,616 $ 6,792 Restricted cash: Cash collateral 63 125 HUD and other replacement reserves 2,001 1,914 Escrow deposits 527 700 Restricted investments for debt obligations 317 317 Total restricted cash 2,908 3,056 Total cash and restricted cash $ 5,524 $ 9,848 (a) Includes a Medicaid overpayment of $ 1.5 million received on September 30, 2021, which the Company expects to repay in the near future and is recorded in Accrued Expenses in the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021 . Cash collateral— In securing mortgage financing from certain lending institutions, the Company and certain of its wholly-owned subsidiaries are required to deposit cash to be held as collateral in accordance with the terms of such loan agreements. HUD and other replacement reserves— The regulatory agreements entered into in connection with the financing secured through HUD require monthly escrow deposits for replacement and improvement of the HUD project assets. Escrow deposits— In connection with financing secured through the Company’s lenders, several wholly-owned subsidiaries of the Company are required to make monthly escrow deposits for taxes and insurance. Restricted cash for debt obligations —In compliance with certain financing and insurance agreements, the Company and certain wholly-owned subsidiaries of the Company are required to deposit cash held as collateral by the lender or in escrow with certain designated financial institutions. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated June 30, December 31, Buildings and improvements 5 - 40 $ 65,766 $ 65,695 Equipment and computer related 2 - 10 3,141 4,494 Land (1) — 2,774 2,776 71,681 72,965 Less: accumulated depreciation and amortization ( 22,609 ) ( 22,838 ) Property and equipment, net $ 49,072 $ 50,127 (1) Includes $ 0.1 million of land improvements with an average estimated useful remaining life of approximately 6.8 years. The following table summarizes total depreciation and amortization expense three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2022 2021 2022 2021 Depreciation $ 496 $ 543 $ 1,000 $ 1,083 Amortization 110 109 219 219 Total depreciation and amortization expense $ 606 $ 652 $ 1,219 $ 1,302 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (a) Bed Licenses - (b) Lease Total Goodwill (b) Balances, December 31, 2021 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization ( 4,168 ) — ( 72 ) ( 4,240 ) — Net carrying amount $ 10,108 $ 2,471 $ 134 $ 12,713 $ 1,585 Amortization expense ( 207 ) — ( 12 ) ( 219 ) — Balances, June 30, 2022 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization ( 4,375 ) — ( 84 ) ( 4,459 ) — Net carrying amount $ 9,901 $ 2,471 $ 122 $ 12,494 $ 1,585 (a) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). (b) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill . The following table summarizes amortization expense for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2022 2021 2022 2021 Bed licenses $ 104 $ 103 $ 207 $ 207 Lease rights 6 6 12 12 Total amortization expense $ 110 $ 109 $ 219 $ 219 Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Lease 2022 $ 207 $ 12 2023 414 23 2024 414 18 2025 414 18 2026 414 18 Thereafter 8,038 33 Total expected amortization expense $ 9,901 $ 122 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 6. Operating Leases Facilities Lessee - As of June 30, 2022 , the Company leased a total of nine SNFs under non-cancelable leases, most of which have rent escalation clauses and provisions for payments of real estate taxes, insurance, and maintenance costs. Four of the SNF’s that are leased by the Company are subleased to and operated by third-party tenants. Effective January 1, 2021, the Company commenced operating the Tara Facility and in May 2022, the Company commenced operating both the LaGrange and Lumber City facilities. All three were previously subleased skilled nursing facility. The Company also leases certain office space located in Suwanee, Georgia. The weighted average remaining lease term for these nine facilities is approximately 5.1 years. As of June 30, 2022, the Company was in compliance with all operating lease financial covenants. Future Minimum Lease Payments Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future Accretion of (1) Operating 2022 (2) $ 3,162 $ ( 162 ) $ 2,999 2023 6,371 ( 647 ) 5,725 2024 7,358 ( 1,227 ) 6,130 2025 7,575 ( 1,744 ) 5,831 2026 7,274 ( 2,102 ) 5,173 Thereafter 5,502 ( 1,900 ) 3,602 Total $ 37,242 $ ( 7,782 ) $ 29,460 (1) Weighted average discount rate 7.98 %. (2) Estimated minimum lease payments for the year ending December 31, 2022 include only payments to be paid after June 30, 2022 . Sublease Termination Beacon. One of the Company's eight Georgia facilities, leased under a prime lease, was subleased to affiliates of Beacon Health Management ("Beacon") under the Beacon sublease. The Beacon sublease, which were due to expire August 31, 2027, related to the Lumber City facility, was terminated by the Company as of May 1, 2022 . C.R. Management. One of Company's eight Georgia facilities, leased under a prime lease, was subleased to affiliates of C.R. Management ("C-Ross") under the C-Ross sublease. The C-Ross sublease, which were due to expire August 31, 2027, related to the LaGrange facility was terminated by the Company as of May 1, 2022 . Facilities Lessor As of June 30, 2022 , the Company was the lessor of 11 of its 12 owned facilities, and the sublessor of eight facilities. One of the Company’s owned facilities are self-operated. These leases are triple net basis leases, meaning that the lessee (i.e., the third-party tenant of the property) is obligated for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments to the Company. The weighted average remaining lease term for our 11 owned and leased out facilities is approximately 5.4 years. Future Minimum Lease Receivables Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts 2022 (a) $ 4,056 2023 9,878 2024 9,732 2025 9,645 2026 9,040 Thereafter 17,110 Total $ 59,461 (a) Estimated minimum lease receivables for the year ending December 31, 2022 include only payments scheduled to be received after June 30, 2022 . For further details regarding the Company’s leased and subleased facilities to third-party operators, including a full summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company, see Note 6 - Leases and Note 9 – Acquisitions and Dispositions in Part II, Item 8, Financial Statements and Supplementary Data, included in the Annual Report. Recent Events In May 2022, Lumber City Operations, LLC a subsidiary of the Company (“Lumber City Operations”), entered into an Operations Transfer and Surrender Agreement with LC SNF, LLC (“LC SNF”). Effective May 1 , 2022, Lumber City Operations became the DCH approved and licensed operator of the Lumber City Facility. In April 2022, Lumber City Operations also entered into a Management Agreement with Peach Health Group LLC (“Peach Health”), pursuant to which Peach Health provides for the overall management and day-to-day operation of the Lumber City Facility. The term of the Lumber City Management Agreement commenced on May 1, 2022 and continues for a term of 6 months thereafter; the term may be extended upon a mutual agreement by both parties. Under the Lumber City Management Agreement, Lumber City Operations will pay Peach Health: (i) for months 1 through 6 of the term, a management fee of $ 22,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5 % of net revenue. The Lumber City Management Agreement is subject to earlier termination as provided therein. The Lumber City Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Also in May 2022, LaGrange Operations, LLC, a subsidiary of the Company (“LaGrange Operations”) the Company entered into an Operations Transfer and Surrender Agreement with C.R. of LaGrange, LLC. Effective May 1, 2022, LaGrange Operations became the Department approved and licensed operator of the LaGrange Facility. LaGrange Operations also entered into a Management Agreement with Peach Health, dated as of April 29, 2022, pursuant to engaged Peach Health provides for the overall management and day-to-day operation of the LaGrange Facility. The term of the LaGrange Management Agreement commenced on May 1, 2022 and continues for a term of 6 months thereafter; the term may be extended upon a mutual agreement by both parties. Under the LaGrange Management Agreement, LaGrange Operations will pay Peach Health: (i) for months 1 through 6 of the term, a management fee of $ 25,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5 % of net revenue. The LaGrange Management Agreement is subject to earlier termination as provided therein. The LaGrange Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. The Company, through Meadowood Operations, LLC (Meadowood Operations), a subsidiary of the Company, owns an assisted living facility (“ALF”) and a specialty care, or memory care, ALF (“SCALF”). The Company leases the ALF and the SCALF, together, the (“Meadowood Facility”) to C.R. Management (CRM). On December 14, 2021, CRM and the Alabama Department of Public Health (the “ADPH”) entered into two Consent Agreements (one for the ALF and one for the SCALF) which provided that CRM would no longer be permitted to operate or manage the Facility and that the operation and management of the Facility would need to be relinquished to an entity or individual approved and licensed by the Department to operate the Facility. On April 15, 2022, Meadowood Operations, became the Department approved and licensed operator of the Facility. Meadowood Operations, LLC also entered into a Management Agreement (the “Management Agreement”) with Cavalier Senior Living Operations, LLC (“Cavalier”), which engages Cavalier to provide for the overall management and day-to-day operation of the Facility. Under the Management Agreement, Meadowood Operations will pay Cavalier: (i) a management fee of $ 12,000 while the probationary license is active; and (ii) a start-up fee of $ 12,000 . Upon termination of the probationary period by regulatory authorities, the parties will negotiate a monthly management fee for ongoing management and oversight of the Facility. The term of the Management Agreement commences on April 15, 2022 , and continues for a term of two years thereafter and shall continue in full force and effect for succeeding annual terms until such time as either party provides written notice of termination to the other party at least 90 days prior to the termination date . The Management Agreement is subject to earlier termination as provided therein. If the Management Agreement is terminated due to a sale of the Facility, then Meadowood Operations, LLC will pay an incentive fee to Cavalier equal to 1 % of the purchase price, including any debt assumption. The Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Effective January 1, 2021 , the Company terminated the subleases for two SNFs located in Georgia with affiliates of Wellington, and as a portfolio stabilization measure, the Company commenced operating the Tara facility, a previously subleased 134 -bed SNF located in Thunderbolt, Georgia and entered into a new sublease agreement with an affiliate of Empire for the Powder Springs Facility, a 208 -bed SNF located in Powder Springs, Georgia. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: (Amounts in 000’s) June 30, December 31, Accrued employee benefits and payroll-related $ 571 $ 343 Real estate and other taxes (1) 1,672 1,391 Self-insured reserve (2) 154 162 Accrued interest 200 206 Unearned rental revenue — 192 Medicaid overpayment - Healthcare Services 1,543 1,529 Other accrued expenses 1,304 1,164 Total accrued expenses $ 5,444 $ 4,987 (1) June 30, 2022 includes approximately $ 0.1 million of bed tax accruals for the Healthcare Services segment. December 31, 2021 includes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $ 0.3 million bed tax for the year for the Healthcare segment . (2) The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third-party administrator and outside counsel to manage and defend the claims (see Note 11 - Commitments and Contingencies) . |
Notes Payable and Other Debt
Notes Payable and Other Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Debt | NOTE 8. NOTES PAYABLE AND OTHER DEBT See Note 8 – Notes Payable and Other Debt in Part II, Item 8, Financial Statements and Supplementary Data, included in the Annual Report for a detailed description of all the Company’s debt facilities. Notes payable and other debt consists of the following: (Amounts in 000’s) June 30, December 31, Senior debt—guaranteed by HUD $ 29,703 $ 30,178 Senior debt—guaranteed by USDA (a) 7,672 7,824 Senior debt—guaranteed by SBA (b) 589 602 Senior debt—bonds 6,253 6,379 Senior debt—other mortgage indebtedness 8,435 8,601 Other debt 1,275 594 Subtotal 53,927 54,178 Deferred financing costs ( 1,135 ) ( 1,177 ) Unamortized discount on bonds ( 122 ) ( 125 ) Notes payable and other debt $ 52,670 $ 52,876 (a) U.S. Department of Agriculture (USDA) (b) U.S. Small Business Administration (SBA) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, December 31, Senior debt - guaranteed by HUD (b) The Pavilion Care Center Lument Capital 12/01/2027 Fixed 4.16 % $ 798 $ 862 Hearth and Care of Greenfield Lument Capital 08/01/2038 Fixed 4.20 % 1,807 1,845 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,768 4,836 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,404 7,509 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,437 6,528 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,260 3,305 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,229 5,293 Total $ 29,703 $ 30,178 Senior debt - guaranteed by USDA (c) Mountain Trace (d) Community B&T 12/24/2036 Prime + 1.75 % 5.75 % $ 3,761 $ 3,835 Southland (e) Cadence Bank, NA 07/27/2036 Prime + 1.50 % 6.00 % 3,911 3,989 Total $ 7,672 $ 7,824 Senior debt - guaranteed by SBA Southland (f) Cadence Bank, NA 07/27/2036 Prime + 2.25 % 5.50 % 589 602 Total $ 589 $ 602 (a) Represents cash interest rates as of June 30, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09 % to 0.53 % per annum. (b) For the seven SNFs, the Company has term loans with financial institutions that are insured 100 % by HUD. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into each loan, the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Pursuant to the CARES Act, up to three months of debt service payments for six of the credit facilities can be made from our restricted cash reserves. (c) For the two SNFs, the Company has term loans with financial institutions that are insured 70 % to 80 % by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25 % of the guaranteed portion. The loans had prepayment penalties of 1 %, capped at 1 % for the remainder of the first 10 years of the term and 0 % thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized over the extended term of the loan. (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126 -bed SNF commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments recommenced on November 1, 2020 with payments through February 2021 being applied to principal and interest. Monthly payments that commenced on March 1, 2021 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (f) For the one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is 75 % insured by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, December 31, Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,253 $ 6,379 (a) Represents cash interest rates as of June 30, 2022 . The rates exclude amortization of deferred financing of approximately 0.01 % per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, December 31, Senior debt - other mortgage indebtedness Meadowood (b) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % $ 3,399 $ 3,478 Coosa (c) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % 5,036 5,123 Total $ 8,435 $ 8,601 (a) Represents cash interest rates as of June 30, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34 % per annum. (b) On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026 . (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 million in new fees. The Coosa Credit Facility, guaranteed by Regional Health Properties, Inc. includes customary terms, including events of default with an associated annual 5 % default interest rate, and is secured by the Coosa Facility and the assets of Meadowood. Upon the occurrence of certain events of default, the lenders may terminate the Coosa Credit Facility and the Meadowood Credit Facility and all amounts due under both credit facilities will become immediately due and payable. The Coosa Credit Facility has prepayment penalties of 5 % in the 1 st year, 4 % in the 2 nd year and 1 % thereafter. (Amounts in 000’s) Lender Maturity Interest Rate June 30, December 31, Other debt First Insurance Funding (a) 03/01/2022 Fixed 3.63 % $ 729 $ 99 Key Bank (c) 08/25/2023 Fixed 0.00 % 495 495 Marlin Capital Solutions 06/1/2027 Fixed 5.00 % 51 — Total $ 1,275 $ 594 (a) Annual Insurance financing primarily for the Company’s directors and officers insurance. (b) On August 17, 2021, Key Bank and the Company extended the maturity date from August 25, 2021 to August 25, 2023 . Debt Covenant Compliance As of June 30, 2022 , the Company had 16 credit related instruments outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum earnings before interest, taxes, depreciation, and amortization or earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs, and current ratios. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements, whereas others are based on monthly and quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. As of June 30, 2022, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit related instruments. Scheduled Maturities The schedule below summarizes the scheduled gross maturities as of June 30, 2022 for each of the next five years and thereafter. For the twelve months ended June 30, (Amounts in 000’s) 2023 $ 2,554 2024 2,404 2025 2,002 2026 2,099 2027 8,774 Thereafter 36,094 Subtotal $ 53,927 Less: unamortized discounts ( 122 ) Less: deferred financing costs, net ( 1,135 ) Total notes and other debt $ 52,670 |
Common and Preferred Stock
Common and Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Common and Preferred Stock | NOTE 9. COMMON AND PREFERRED STOCK Common Stock There were no dividends declared or paid on the common stock during the three and six months ended June 30, 2022 and 2021. Preferred Stock No dividends were declared or paid on the Series A Preferred Stock for the three and six months ended June 30, 2022 and 2021. As of June 30, 2022, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has $ 41.3 million of undeclared preferred stock dividends in arrears. Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at an annual rate equal to 10.875 % of the $ 25.00 per share stated liquidation preference of the Series A Preferred Stock, which is equivalent to an annual rate of $ 2.72 per share or $ 1.9 million per quarter. Dividends on the Series A Preferred Stock, when and as declared by the Board, are payable quarterly in arrears, on March 31, June 30, September 30, and December 31 of each year. On June 8, 2018, the Board determined to continue suspension of the payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Under the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether such dividends are declared by the Board. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for four dividends periods: (i) the annual dividend rate on the Series A Preferred Stock has increased to 12.875 %, which is equivalent to an annual rate of $ 3.20 or $ 2.2 million per quarter, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash; and (ii) the holders of the Series A Preferred Stock will be entitled to vote, as a single class, for the election of two additional directors to serve on the Board, as further described in the amended and restated articles of incorporation of the Company, otherwise referred to as the Charter. As of June 30, 2022, the Company had 2,811,535 shares of the Series A Preferred Stock issued and outstanding. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $ 25.00 per share, plus any accrued and unpaid dividends to the redemption date. On February 28, 2022, the Company commenced an offer to exchange any and all of its outstanding 10.875 % Series A Cumulative Redeemable Preferred Shares for newly issued shares of the Company’s 12.5 % Series B Cumulative Redeemable Preferred Shares . On May 31, 2022, the Exchange Offer was further extended until July 25, 2022. See Note 13, Subsequent Events. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | NOTE 10. STOCK BASED COMPENSATION Stock Incentive Plans On November 4, 2020, the Board adopted, the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s shareholders approved the 2020 Plan on December 16, 2020 at the 2020 Annual Meeting of Shareholders of the Company. The maximum number of shares of common stock authorized for issuance under the 2020 Plan is 250,000 shares, subject to certain adjustments. No awards may be made under the 2020 Plan after the 10th anniversary of the date of shareholder approval of the 2020 Plan, and no incentive stock options may be granted after the 10th anniversary of the date of Board approval of the 2020 Plan. As of June 30, 2022 , the number of securities remaining available for future issuance under the 2020 Plan is 115,667 . The 2020 Plan replaced the AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), which was assumed by Regional Health pursuant to the Merger. The 2011 Plan was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 shares of common stock to be issued. No additional awards may be granted under the 2011 Plan. The shares of common stock underlying any awards granted under the 2020 Plan or the 2011 Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2020 Plan. However, shares: (i) tendered or held back upon exercise of a stock option or other award under the 2020 Plan to cover the exercise price or tax withholding; and (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2020 Plan. In addition, shares of common stock repurchased by the Company on the open market will not be added back to the shares of common stock available for issuance under the 2020 Plan. For the three and six months ended June 30, 2022 and 2021, the Company recognized stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2022 2021 2022 2021 Employee compensation: Restricted stock issuance $ — $ 123 $ — $ 123 Stock compensation expense 58 — 169 — Forfeitures of stock based awards ( 54 ) — ( 54 ) — Total employee stock-based compensation expense $ 4 $ 123 $ 115 $ 123 For the three months ended June 30, 2022 and 2021 , there were no issuances of warrants. Restricted Stock The following table summarizes the Company’s restricted stock activity for the six months ended June 30, 2022: Number of Weighted Avg. Unvested, December 31, 2021 79 $ 12.99 Granted 24 $ 4.51 Vested ( 21 ) $ 13.09 Forfeited ( 30 ) $ 12.91 Unvested, June 30, 2022 52 $ 9.04 The remaining unvested shares at June 30, 2022 will vest over the next 2.0 years with $ 0.5 million in compensation expense recognized over this period. Common Stock Options The following summarizes the Company’s employee and non-employee stock option activity for the six months ended June 30, 2022: Number of Weighted Weighted Aggregate Outstanding, December 31, 2021 13 $ 47.53 2.0 $ — Granted 24 $ 4.51 9.9 $ — Forfeited ( 24 ) $ 4.51 9.9 $ — Outstanding and Vested, June 30, 2022 13 $ 47.53 2.0 $ — At June 30, 2022 , the Company’s had unrecognized compensation expense of $ 53,500 related to options. No stock options were granted during the three months ended June 30, 2022. The following summary information reflects stock options outstanding, vested, and related details as of June 30, 2022: Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Weighted Weighted Vested, Weighted $ 15.72 - $ 47.99 13 2.0 $ 47.53 13 $ 47.53 Total 13 2.0 $ 47.53 13 $ 47.53 Common Stock Warrants The Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee of the Board. The Board administers the granting of warrants, determines the persons to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards. No warrants were granted during the three and six months ended June 30, 2022 and 2021 . The Company has no unrecognized compensation expense related to common stock warrants as of June 30, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11. COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of June 30, 2022, all of the Company’s facilities operated by Regional or leased and subleased to third-party operators and managed for third-parties are certified by CMS and are operational. See Note 6 - Leases . Legal Matters The Company is a party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time it operated SNFs resulted in injury or death to the patients of the Company’s facilities and claims related to professional and general negligence, employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company previously operated, and the Company and its tenants now operate, in an industry that is highly regulated. As such, in the ordinary course of business, the Company and its tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition, the Company believes that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare and Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations against or involving the Company or its tenants, whether currently asserted or arising in the future, could have a material adverse effect on the Company’s business, results of operations and financial condition. Professional and General Liability Claims Claims on behalf of the Company’s Former Patients Prior to the Transition As of June 30, 2022, the Company is a defendant in one professional and general liability action commenced on behalf of one of our former patients who received care at one of our facilities prior to the Transition. The plaintiff in this action alleges negligence due to failure to provide adequate and competent staff resulting in injuries, pain and suffering, mental anguish and malnutrition and seeks unspecified actual and compensatory damages, and unspecified punitive damages. This action is covered by insurance, except that any punitive damages awarded would be excluded from coverage. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition As of June 30, 2022 , the Company is a defendant in an aggregate of 10 additional professional and general liability actions. These 10 additional professional and general liability actions were commenced on behalf of former patients of our current or prior tenants. These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died due to professional negligence or understaffing at the applicable facility operated by our tenants. These actions all relate to events which occurred after the Company transitioned the operations of the facilities in question to a third-party operator (and of which four such actions relate to events which occurred after the Company sold such facilities) and are subject to such operators’ indemnification obligations in favor of the Company. There is no assurance that our tenants will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. As of June 30, 2022 , the Company is a defendant in an aggregate of 13 professional and general liability actions which set forth claims relating to time periods after the Transition, on behalf of former patients of our current or prior tenants. During the six months ended June 30, 2022 , the following professional and general liability action (included in the 10 actions mentioned above) related to our current or former tenant’s former patients were filed against the Company. On February 8, 2022, a negligence action was filed in the State of South Carolina, County of Sumter, in the Court of Common Pleas for the Third Judicial Circuit, by Ronald and Sarah Ross against affiliates of Symmetry Health Management (“Symmetry” or “Symmetry Healthcare”) and the Company, on behalf of, and alleging the wrongful sexual assault of a patient at the facility known as Blue Ridge of Sumter, which is operated by an affiliate of Symmetry. The plaintiff is seeking an unspecified amount actual damages, consequential damages, and punitive damages to be decided by Jury trial. The Company is indemnified by affiliates of Symmetry in this action. The Company believes that this action lacks merit against the Company and the Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. Dismissed Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition On January 10, 2022, the State Court of Gwinnett County granted our motion to dismiss the Company and the Company’s Chief Executive Officer from a medical negligence and wrongful death action filed in the State Court of Gwinnett County, Georgia, against Wellington, other legal entities unaffiliated with the Company, the Company, and the Company’s Chief Executive Officer. On January 13, 2022, the State Court of Chatham County, Georgia dismissed with prejudice a wrongful death action was filed on July 27, 2020, by Jerold Kaplan against affiliates of Peach Health and the Company, on behalf of, and alleging the wrongful death of a patient at the facility known as Oceanside Health and Rehab, which is operated by an affiliate of Peach Health. On July 27, 2020, The plaintiff is seeking an amount in excess of $ 10,000 for pain and suffering and damages and an unspecified amount of punitive damages. The Company was indemnified by affiliates of Peach Health in this action. On February 24, 2022, the Superior Court of Laurens County State of Georgia dismissed with prejudice the civil action against Southland Healthcare and Rehabilitation Center et al, and all parties were released. The Company established a self-insurance reserve for its professional and general liability claims, included within Accrued expenses on the Company’s consolidated balance sheets of $ 0.1 million and $ 0.2 million as of June 30, 2022 and December 31, 2021, respectively. Additionally, as of June 30, 2022 and December 31, 2021 , $ 0.1 million and $ 0.1 million, respectively, was reserved for settlement amounts in Accounts payable on the Company’s consolidated balance sheets. For additional information regarding the Company’s self-insurance reserve, see Note 14 – Commitments and Contingencies in Part II, Item 8, Financial Statements and Supplementary Data, included in the Annual Report. |
Segments Results
Segments Results | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments Results | NOTE 12. SEGMENT RESULTS The Company has two primary reporting segments: (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the LaGrange, Lumber City, Meadowood, and Tara Facilities. The Company reports segment information based on the “management approach” defined in ASC 280, Segment Reporting. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2022 2022 2022 2021 2021 2021 2022 2022 2022 2021 2021 2021 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Revenues: Patient care revenues $ — $ 4,570 $ 4,570 $ — $ 2,445 $ 2,445 $ — $ 6,881 $ 6,881 $ — $ 5,135 $ 5,135 Rental revenues 3,261 — 3,261 3,763 — 3,763 7,326 — 7,326 7,844 — 7,844 Management fees 255 — 255 247 — 247 519 — 519 495 — 495 Other revenues 7 — 7 13 — 13 14 — 14 75 — 75 Total revenues 3,523 4,570 8,093 4,023 2,445 6,468 7,859 6,881 14,740 8,414 5,135 13,549 Expenses: Patient care expense — 4,222 4,222 — 2,255 2,255 — 6,564 6,564 — 4,457 4,457 Facility rent expense 1,106 528 1,634 1,342 297 1,639 2,448 826 3,274 2,684 595 3,279 Cost of management fees 144 — 144 150 — 150 319 — 319 315 — 315 Depreciation and amortization 599 7 606 649 3 652 1,206 13 1,219 1,297 5 1,302 General and administrative expense 679 242 921 830 122 952 1,685 369 2,054 1,736 259 1,995 Doubtful accounts expense 466 — 466 — 37 37 2,227 — 2,227 — 77 77 Other operating expenses 337 292 629 293 4 297 636 332 968 532 4 536 Total expenses 3,331 5,291 8,622 3,264 2,718 5,982 — 8,104 16,625 6,564 5,397 11,961 Income (loss) from operations 192 ( 721 ) ( 529 ) 759 ( 273 ) 486 7,859 ( 1,223 ) ( 1,885 ) 1,850 ( 262 ) 1,588 Other expense: Interest expense, net 636 3 639 663 3 666 1,266 25 1,291 1,344 9 1,353 Other expense, net 157 — 157 323 — 323 1,076 — 1,076 717 — 717 Total other expense, net 793 3 796 986 3 989 2,342 25 2,367 2,061 9 2,070 Net loss $ ( 601 ) $ ( 724 ) $ ( 1,325 ) $ ( 227 ) $ ( 276 ) $ ( 503 ) $ 5,517 $ ( 1,248 ) $ ( 4,252 ) $ ( 211 ) $ ( 271 ) $ ( 482 ) Total assets for the Real Estate Services segment and Healthcare Services segment were $ 95.5 million and $ 4.2 million, respectively as of June 30, 2022. Total assets for the Real Estate Services segment and Healthcare Services segment were $ 102.6 million and $ 3.0 million , respectively as of December 31, 2021 . The Healthcare Services segment includes the $ 1.5 million Medicaid overpayment and is recorded in Cash on the Company’s consolidated balance sheet in both periods. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. Entry into Material Definitive Agreements In July 2022, Thomasville Operations, LLC a subsidiary of the company ("Thomasville Operations"), entered into an Operations Transfer Agreement with C.R of Thomasville, LLC. The Change Of Ownership application has been submitted to the Department of Community Health ("DCH or "the Department") for approval. Termination of Preferred Exchange On July 25, 2022, the company failed to receive the required votes from the common shareholders. The company decided to terminate the preferred exchange offer. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Regional Health Properties, Inc., a Georgia corporation (“Regional Health” or “Regional”) and, together with its subsidiaries, the “Company” or “we”), is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living. The Company’s business primarily consists of leasing and subleasing healthcare facilities, referred to as skilled nursing facilities (“SNF”) and assisted living facilities (“ALF”), to third-party tenants, which in turn operate the facilities. The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. Regional Health is successor to, and a former wholly owned subsidiary of, AdCare Health Systems, Inc. (AdCare). On September 29, 2017, AdCare merged (the “Merger”) with and into Regional Health, which was formed as a subsidiary of AdCare for the purpose of the Merger, with Regional Health continuing as the surviving corporation in the Merger. |
Portfolio Stabilization Measures | Portfolio Stabilization Measures While the Company is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior living, the Company, when business conditions require, may undertake portfolio stabilization measures, such as operating a previously leased facility as demonstrated by the following transactions undertaken by the Company since December 31, 2021. In July 2022, Thomasville Operations, LLC a subsidiary of the company ("Thomasville Operations"), entered into an Operations Transfer Agreement with C.R of Thomasville, LLC. The Change Of Ownership application has been submitted to the Department of Community Health ("DCH or "the Department") for approval. In May 2022, Lumber City Operations, LLC a subsidiary of the Company (“Lumber City Operations”), entered into an Operations Transfer and Surrender Agreement with LC SNF, LLC (“LC SNF”). Effective May 1 , 2022 , Lumber City Operations became the DCH approved and licensed operator of the Lumber City Facility. In April 2022, Lumber City Operations also entered into a Management Agreement with Peach Health Group LLC (“Peach Health”), pursuant to which Peach Health provides for the overall management and day-to-day operation of the Lumber City Facility. The term of the Lumber City Management Agreement commenced on May 1, 2022 and continues for a term of 6 months thereafter; the term may be extended upon a mutual agreement by both parties. Under the Lumber City Management Agreement, Lumber City Operations will pay Peach Health: (i) for months 1 through 6 of the term, a management fee of $ 22,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5 % of net revenue. The Lumber City Management Agreement is subject to earlier termination as provided therein. The Lumber City Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Also in May 2022, LaGrange Operations, LLC, a subsidiary of the Company (“LaGrange Operations”) entered into an Operations Transfer and Surrender Agreement with C.R. of LaGrange, LLC. Effective May 1, 2022 , LaGrange Operations became the Department approved and licensed operator of the LaGrange Facility. LaGrange Operations also entered into a Management Agreement with Peach Health, dated as of April 29, 2022, pursuant to which Peach Health provides for the overall management and day-to-day operation of the LaGrange Facility. The term of the LaGrange Management Agreement commenced on May 1, 2022 and continues for a term of 6 months thereafter; the term may be extended upon a mutual agreement by both parties. Under the LaGrange Management Agreement, LaGrange Operations will pay Peach Health: (i) for months 1 through 6 of the term, a management fee of $ 25,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5 % of net revenue. The LaGrange Management Agreement is subject to earlier termination as provided therein. The LaGrange Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. In April 2022, Meadowood Operations, LLC a subsidiary of the Company (“Meadowood Operations”) became the state- licensed operator of the Meadowood facility. Meadowood Operations also entered into a Management Agreement with Cavalier Senior Living Operations, LLC (Cavalier), which engages Cavalier to provide for the overall management and day-to-day operation of the Facility. Under the Management Agreement, Meadowood Operations will pay Cavalier: (i) a management fee of $ 12,000 while the probationary license is active; and (ii) a start-up fee of $ 12,000 . Upon termination of the probationary period by regulatory authorities, the parties will negotiate a monthly management fee for ongoing management and oversight of the Facility. The term of the Management Agreement commences on April 15, 2022, and continues for a term of two years thereafter, and shall continue in full force and effect for succeeding annual terms until such time as either party provides written notice of termination to the other party at least 90 days prior to the termination date. The Management Agreement is subject to earlier termination as provided therein. If the Management Agreement is terminated due to a sale of the Facility, then Meadowood Operations will pay an incentive fee to Cavalier equal to 1 % of the purchase price, including any debt assumption. The Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Effective January 1, 2021 , the Company terminated the subleases for two SNFs located in Georgia with affiliates of Wellington, the Company commenced operating the Tara facility, a previously subleased 134 -bed SNF located in Thunderbolt, Georgia and entered into a new sublease agreement with an affiliate of Empire for the Powder Springs Facility, a 208 -bed SNF located in Powder Springs, Georgia. These portfolio stabilization measures, and others that the Company has undertaken, exposes the Company directly to all the risks our tenants face as discussed in this “Risk and Uncertainties” section and “Risks Related to Our Business and Industry - Our portfolio stabilization measures expose the Company to the various risks facing our tenants in Part I, Item 1.A, Risk Factors in the Annual Report. On March 11, 2020, the World Health Organization declared the outbreak of the respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, also known as COVID-19, a global pandemic. The COVID-19 pandemic has led governments and other authorities in the United States to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines, and shelter-in-place orders. The COVID-19 pandemic and the measures to protect its spread have adversely affected our business during the six months ended June 30, 2022 , and we expect it will continue to adversely affect our business in the near future and beyond, for a variety of reasons, including those discussed below and elsewhere in this Quarterly Report. As of August 22, 2022, the Company is aware that each of our facilities has previously reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment, processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to SNFs, and higher hospital re-admittances from SNFs. The COVID-19 pandemic may also lead to temporary closures of nursing facilities, operated by our tenants, which also may affect our tenants’ ability to make their rental payments to us pursuant to their respective lease agreements. In addition, our tenants’ operations could be further disrupted if any of their employees, or the employees of their vendors, have, or are suspected of having, COVID-19. This could cause, and in some cases has already caused, our tenants or their vendors to experience staffing shortages, and this could potentially require our tenants and their vendors to close parts of or entire facilities, distribution centers, or other buildings to disinfect any affected areas. We could also be adversely affected if government authorities impose upon our tenants, or their vendors, certain restrictions due to the COVID-19 pandemic. These restrictions may be in the form of mandatory closures, requested voluntary closures, bans on new admissions, restricted operations, or restrictions on the importation of necessary equipment or supplies which may adversely affect our tenants’ operations and their ability to make rental payments to us moving forward. In addition, family members may elect to keep nursing facility residents at home during the COVID-19 pandemic, thus reducing our tenants’ revenue. Currently, a number of our tenants have stopped admitting new patients due to rising COVID-19 infections which has resulted in decreased revenues. The COVID-19 pandemic and related public health measures implemented by governments worldwide have had severe global macroeconomic impacts and have resulted in significant financial market volatility. An extended period of volatility or a downturn in the financial markets could result in increased cost of capital. If our access to capital is restricted or our borrowing costs increase as a result of developments in financial markets relating to the pandemic, our operations and financial condition could be adversely impacted. In addition, a prolonged period of decreased revenue and limited acquisition and disposition activity operations could adversely affect our financial condition and long-term growth prospects and there can also be no assurance that we will not face credit rating downgrades. Future downgrades could adversely affect our cost of capital, liquidity, competitive position and access to capital markets. As a result of the COVID-19 pandemic, our tenants may face lawsuits for alleged negligence associated with their responses to the emergency. The costs associated with defending, settling, or paying damages from such claims could negatively impact our tenants’ operating budgets and affect their ability to meet their obligations under our leases. Further, we may be subject to increased lawsuits arising out of our alleged actions or the alleged actions of our tenants for which they have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect us. The Company is not aware of any such lawsuits against our tenants. If our tenants are unable to make rental payments to us pursuant to their lease obligations, whether due to the tenants’ decrease in revenues or otherwise, then, in some cases, we may be forced to either attempt to replace the tenants or restructure the tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. While the Company has received approximately 73 % of its anticipated fixed monthly rental receipts from tenants for the three months ended June 30, 2022, there are a number of uncertainties the Company faces as it considers the potential impact of COVID-19 on its business, including the length of census disruption, elevated COVID-19 operating costs related to personal protection equipment, cleaning supplies, virus testing and increased overtime due to staff illness. On November 5, 2021, the U.S. Department of Health and Human Services Centers for Medicare and Medicaid Services (“CMS”) published COVID-19 Health Care Staff Vaccination requirements that most Medicare- and Medicaid-certified providers and suppliers must meet in order to participate in the Medicare and Medicaid programs. This emergency regulation was effective immediately and requires employees at Medicare and Medicaid-participating facilities and employers with more than 100 employees to be vaccinated. Some states have also issued their own orders to employers and healthcare providers that may or may not align with federal directives. The legality of both federal and state vaccine mandates will likely be decided by the courts. Until pending laws and regulations related to vaccine mandates are both finalized and adjudicated, our tenants will continue to manage in different ways, from mandating vaccines for all employees to waiting to see how the issue is ultimately resolved. The mandates, as presently written, may cause disruption to tenants’ operations if employees refuse vaccination and are terminated, and our tenants are not able to replace them in a timely manner or experience increased costs to do so. To help offset these costs as well as occupancy declines, various relief programs have been enacted by federal and state governments, which have provided, and we expect will continue to provide, some payments to our tenants, subject to the programs’ respective terms and conditions. In 2020 Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act (“PPPHCE Act”) and the Consolidated Appropriations Act, 2021 (“CAA”). In total, the CARES Act, the PPPHCE Act, and the CAA authorized $ 178 Billion in funding to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund”). These funds are intended to reimburse eligible providers for healthcare-related expenses or lost revenues attributable to COVID-19. Recipients are not required to repay Provider Relief Fund payments as long as they attest to and comply with certain terms and conditions, including reporting requirements, limitations on balance billing, and not using Provider Relief Fund payments to reimburse expenses or losses that other sources have reimbursed or are obligated to reimburse. In early November 2021, the U.S. Department of Health and Human Services ("HHS") closed the application portal for its Phase 4 allocation of approximately $ 17 billion of Provider Relief Funds and an allocation of approximately $ 8.5 billion in American Rescue Plan (“ARP”) resources for providers serving patients living in rural areas. On December 16, 2021, the Health Resources and Services Association ("HRSA") began distributing Phase 4 general distribution payments, and on November 23, 2021, it began distributing ARP rural payments. We expect that our tenants pursued additional funding from these allocations and will pursue any future funding that may become available, though there can be no assurance that our tenants will qualify for, or receive, any Phase 4 or American Rescue Plan, or any future, funding. The CARES Act and related legislation include other provisions offering financial relief. This includes Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which made available accelerated payment of Medicare funds in order to increase cash flow to providers. These payments are loans that providers must repay. Additionally, the CMS suspended Medicare sequestration payment adjustments from May 1, 2020, through December 31, 2021, which would have otherwise reduced payments to Medicare providers by 2 percent, but also extended sequestration through 2030. In addition to offering economic relief to individuals and businesses, the CARES Act and related legislation include provisions intended to expand coverage of COVID-19 testing and preventative services, address healthcare workforce needs, ease restrictions on telehealth services during the crisis, and ease other legal and regulatory burdens on healthcare providers. Due to recent enactment of the CARES Act, the PPPHCE Act, and the CAA, there is still a high degree of uncertainty surrounding their implementation, and the public health emergency continues to evolve. To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, and some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis, as has occurred with one of our prior operators. We also do not know the number of facilities that will ultimately experience widespread, high-cost outbreaks of COVID-19. While we have requested reporting case numbers from our operators and the CMS has required additional reporting by operators, we may not receive accurate information on the number of cases, which could result in a delay in reporting. We expect to see continued increased clinical protocols for infection control within facilities and increased monitoring of employees, guests and other individuals entering facilities; however, we do not yet know if future reimbursement rates in combination with the various relief programs that have been made available will be sufficient to cover the increased costs of enhanced infection control and monitoring. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are unable at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. On June 16, 2020, the U.S. House of Representatives Select Subcommittee on the Coronavirus Crises announced the launch of an investigation into the COVID-19 response of nursing homes and the use of federal funds by nursing homes during the pandemic. The Select Subcommittee continued to be active throughout the remainder of 2020 and 2021. In March 2021, the Oversight Subcommittee of the House Ways and Means Committee held a hearing on examining the impact of private equity in the U.S. health care system, including the impact on quality of care provided within the skilled nursing industry. These investigations and hearings could result in legislation imposing additional requirement on our tenant operators. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP) in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2021 audited consolidated financial statements and notes thereto, which are included in the 2021 Form 10-K filed with the SEC on February 22, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period’s presentation. |
Variable Interest Entities | Variable Interest Entities The Company has a loan receivable with Peach Health a Sublessee. Such agreement creates a variable interest in Peach Health Sublessee that may absorb some or all of the expected losses of the entity. The Company does not consolidate the operating activities of the Peach Health Sublessee as the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. |
Revenue Recognition and Allowances | Revenue Recognition and Allowances Patient Care Revenue. ASC Topic 606, Revenue from Contracts with Customers requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our Healthcare Services business segment is derived from services rendered to patients in the LaGrange, Lumber City, Meadowood and Tara Facilities. The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by the CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority of the revenue the Company has recognized is from government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Revenue is recognized as performance obligations are satisfied. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net operating revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. Management Fee Revenues and Other Revenues . The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $ 50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables, working capital loans to tenants and patient reimbursement. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments, then the Company may adjust its reserve to the rental or interest revenue recognized in the period the Company makes such change. See Note 6 – Leases. Regarding patient reimbursements, the company assesses the patient receivable based on payor type, age of the receivable amongst several other factors. The Company has reserved for approximately 1.5 % of our patient care receivables based on the history provided by Vero Health for private payors and continues to assess the adequacy of such reserve. As of June 30, 2022 and December 31, 2021 , the Company reserved for approximately $ 0.8 million and $ 0.2 million, respectively, of uncollected receivables. Accounts receivable, net of allowance, totaled $ 4.3 million at June 30, 2022 and $ 2.1 million at December 31, 2021. The following table presents the Company's Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) June 30, December 31, Gross receivables Real Estate Services $ 2,467 $ 1,442 Healthcare Services 2,615 880 Sub Total 5,082 2,322 Allowance Real Estate Services ( 538 ) ( 35 ) Healthcare Services ( 221 ) ( 142 ) Sub Total ( 759 ) ( 177 ) Accounts receivable, net of allowance $ 4,323 $ 2,145 |
Pre-Paid Expenses and Other | Pre-Paid Expenses and Other As of June 30, 2022 and December 31, 2021, the Company had approximat ely $ 1.2 million and $ 0.5 million, respectively, in pre-paid expenses and other; the $ 0.7 million increase is related to insurance for the Lumber City and LaGrange Facility operations, while the other amounts are predominantly for directors’ and officers’ insurance, NYSE American annual fees, and mortgage insurance premiums. |
Accounts Payable | Accounts Payable The following table presents the Company's Accounts payable for the periods presented: (Amounts in 000’s) June 30, December 31, Accounts payable Real Estate Services $ 3,104 $ 2,781 Healthcare Services 1,325 968 Total Accounts payable $ 4,429 $ 3,749 |
Other Liabilities | Other liabilities As of June 30, 2022 and December 31, 2021, the Company had approximatel y $ 1.3 million and $ 1.6 million, respectively in Other liabilities, consisting of security lease deposits and sublease improvement funds. See Note 2 – Series A Preferred Exchange Offer. |
Other Expense, Net | Other expense, net The Company has retained a law firm to evaluate and assist with possible opportunities to improve the Company’s capital structure. |
Leases and Leasehold Improvements | Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or capital lease. As of June 30, 2022, all of the Company’s leased facilities are accounted for as operating leases. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 , Leases , as codified in ASC 842, the Company recognizes both right of use assets and lease liabilities for leases in which we lease land, real property, or other equipment, having elected the practical expedient to maintain the prior operating lease classification for leases entered into prior to January 1, 2019. We assess any new contracts or modification of contracts in accordance with ASC 842 to determine the existence of a lease and its classification. We report revenues and expenses for real estate taxes and insurance where the lessee has not made those payments directly to a third-party in accordance with their respective leases with us. Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. The present value of minimum lease payments was calculated on each lease, using a discount rate of 7.98 % that approximated our incremental borrowing rate and the current lease term. See Note 6– Leases for more information on the Company’s operating leases. |
Insurance | Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Tara, Lumber City, LaGrange and Meadowood facilities. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). For further information, see Note 11 – Commitments and Contingencies , and Note 14 – Commitments and Contingencies, in the Annual Report for more information. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (iv) the status and likely success of any mediation or settlement discussions, including estimated settlement amounts and legal fees and other expenses anticipated to be incurred in such settlement, as applicable; and (v) the venues in which the actions have been filed or will be adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7 – Accrued Expenses . In addition, the Company maintains certain other insurance programs, including commercial general liability, property, casualty, directors’ and officers’ liability, crime, and employment practices liability. |
Discontinued Operations | Discontinued Operations Prior to December 2015, the Company’s business focused primarily on owning and operating SNFs and managing such facilities for unaffiliated owners with whom the Company has management contracts. These operations were discontinued and transitioned to the current leasing model of business. The Company’s major classes of discontinued operation’s assets and liabilities included within the Company’s consolidated balance sheets at June 30, 2022 and December 31, 2021 , respectively are: (i) Accounts payable of $ 2.6 million and $ 2.5 million; and (ii) Accrued expenses of $ 0.7 million for both periods.. Net expenses for discontinued operations are included in other expenses on the consolidated statements of operations. These net expenses were approximately $ 62,000 and $ 13,100 for the three months ended June 30, 2022 and 2021 , respectively, and $ 28,000 and $ 75,000 for the six months ended June 30, 2022 and 2021 , respectively. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: June 30, (Share amounts in 000’s) 2022 2021 Stock options 13 13 Warrants - employee 34 49 Warrants - non employee 5 9 Total anti-dilutive securities 52 71 The weighted average contractual terms in years for these securities as of June 30, 2022 , with no intrinsic value, are 2.0 y ears for the stock options an d 2.4 ye ars for the warrants. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments—Credit Losses. The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. The Company adopted ASU 2016-13 effective January 1, 2022 and it did not have an impact on its consolidated financial statements. New Accounting Pronouncements Issued But Not Yet Effective In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update is to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: (1) Recognition of an acquired contract liability, and (2) Payment terms and their effect on subsequent revenue recognized by the acquirer. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Company's Accounts Receivable, Net of Allowance | The following table presents the Company's Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) June 30, December 31, Gross receivables Real Estate Services $ 2,467 $ 1,442 Healthcare Services 2,615 880 Sub Total 5,082 2,322 Allowance Real Estate Services ( 538 ) ( 35 ) Healthcare Services ( 221 ) ( 142 ) Sub Total ( 759 ) ( 177 ) Accounts receivable, net of allowance $ 4,323 $ 2,145 |
Company's Accounts Payable | The following table presents the Company's Accounts payable for the periods presented: (Amounts in 000’s) June 30, December 31, Accounts payable Real Estate Services $ 3,104 $ 2,781 Healthcare Services 1,325 968 Total Accounts payable $ 4,429 $ 3,749 |
Schedule of Securities Outstanding that were Excluded From the Computation, Prior to the Use of the Treasury Stock Method, Because They Would Have Been Anti-dilutive | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: June 30, (Share amounts in 000’s) 2022 2021 Stock options 13 13 Warrants - employee 34 49 Warrants - non employee 5 9 Total anti-dilutive securities 52 71 |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restricted Cash And Investments [Abstract] | |
Schedule of Cash and Restricted Cash | The following presents the Company's cash and restricted cash: (Amounts in 000’s) June 30, December 31, Cash (a) $ 2,616 $ 6,792 Restricted cash: Cash collateral 63 125 HUD and other replacement reserves 2,001 1,914 Escrow deposits 527 700 Restricted investments for debt obligations 317 317 Total restricted cash 2,908 3,056 Total cash and restricted cash $ 5,524 $ 9,848 (a) Includes a Medicaid overpayment of $ 1.5 million received on September 30, 2021, which the Company expects to repay in the near future and is recorded in Accrued Expenses in the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021 . |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | The following table sets forth the Company’s property and equipment: (Amounts in 000’s) Estimated June 30, December 31, Buildings and improvements 5 - 40 $ 65,766 $ 65,695 Equipment and computer related 2 - 10 3,141 4,494 Land (1) — 2,774 2,776 71,681 72,965 Less: accumulated depreciation and amortization ( 22,609 ) ( 22,838 ) Property and equipment, net $ 49,072 $ 50,127 (1) Includes $ 0.1 million of land improvements with an average estimated useful remaining life of approximately 6.8 years. The following table summarizes total depreciation and amortization expense three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2022 2021 2022 2021 Depreciation $ 496 $ 543 $ 1,000 $ 1,083 Amortization 110 109 219 219 Total depreciation and amortization expense $ 606 $ 652 $ 1,219 $ 1,302 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets and Goodwill consist of the following: (Amounts in 000’s) Bed licenses (a) Bed Licenses - (b) Lease Total Goodwill (b) Balances, December 31, 2021 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization ( 4,168 ) — ( 72 ) ( 4,240 ) — Net carrying amount $ 10,108 $ 2,471 $ 134 $ 12,713 $ 1,585 Amortization expense ( 207 ) — ( 12 ) ( 219 ) — Balances, June 30, 2022 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization ( 4,375 ) — ( 84 ) ( 4,459 ) — Net carrying amount $ 9,901 $ 2,471 $ 122 $ 12,494 $ 1,585 (a) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). (b) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill . |
Schedule of Total Amortization Expense | The following table summarizes amortization expense for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2022 2021 2022 2021 Bed licenses $ 104 $ 103 $ 207 $ 207 Lease rights 6 6 12 12 Total amortization expense $ 110 $ 109 $ 219 $ 219 |
Schedule of Estimated Amortization Expense for All Definite Lived Intangibles | Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Bed Lease 2022 $ 207 $ 12 2023 414 23 2024 414 18 2025 414 18 2026 414 18 Thereafter 8,038 33 Total expected amortization expense $ 9,901 $ 122 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for the year ended December 31, for each of the next five years and thereafter is as follows: (Amounts in 000’s) Future Accretion of (1) Operating 2022 (2) $ 3,162 $ ( 162 ) $ 2,999 2023 6,371 ( 647 ) 5,725 2024 7,358 ( 1,227 ) 6,130 2025 7,575 ( 1,744 ) 5,831 2026 7,274 ( 2,102 ) 5,173 Thereafter 5,502 ( 1,900 ) 3,602 Total $ 37,242 $ ( 7,782 ) $ 29,460 (1) Weighted average discount rate 7.98 %. (2) Estimated minimum lease payments for the year ending December 31, 2022 include only payments to be paid after June 30, 2022 . |
Schedule of Future Minimum Lease Receivables | Future minimum lease receivables for the year ended of December 31, for each of the next five years and thereafter is as follows: (Amounts 2022 (a) $ 4,056 2023 9,878 2024 9,732 2025 9,645 2026 9,040 Thereafter 17,110 Total $ 59,461 (a) Estimated minimum lease receivables for the year ending December 31, 2022 include only payments scheduled to be received after June 30, 2022 . |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (Amounts in 000’s) June 30, December 31, Accrued employee benefits and payroll-related $ 571 $ 343 Real estate and other taxes (1) 1,672 1,391 Self-insured reserve (2) 154 162 Accrued interest 200 206 Unearned rental revenue — 192 Medicaid overpayment - Healthcare Services 1,543 1,529 Other accrued expenses 1,304 1,164 Total accrued expenses $ 5,444 $ 4,987 |
Notes Payable and Other Debt (T
Notes Payable and Other Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Other Debt | Notes payable and other debt consists of the following: (Amounts in 000’s) June 30, December 31, Senior debt—guaranteed by HUD $ 29,703 $ 30,178 Senior debt—guaranteed by USDA (a) 7,672 7,824 Senior debt—guaranteed by SBA (b) 589 602 Senior debt—bonds 6,253 6,379 Senior debt—other mortgage indebtedness 8,435 8,601 Other debt 1,275 594 Subtotal 53,927 54,178 Deferred financing costs ( 1,135 ) ( 1,177 ) Unamortized discount on bonds ( 122 ) ( 125 ) Notes payable and other debt $ 52,670 $ 52,876 (a) U.S. Department of Agriculture (USDA) (b) U.S. Small Business Administration (SBA) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, December 31, Senior debt - guaranteed by HUD (b) The Pavilion Care Center Lument Capital 12/01/2027 Fixed 4.16 % $ 798 $ 862 Hearth and Care of Greenfield Lument Capital 08/01/2038 Fixed 4.20 % 1,807 1,845 Woodland Manor Midland State Bank 10/01/2044 Fixed 3.75 % 4,768 4,836 Glenvue Midland State Bank 10/01/2044 Fixed 3.75 % 7,404 7,509 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,437 6,528 Georgetown Midland State Bank 10/01/2046 Fixed 2.98 % 3,260 3,305 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,229 5,293 Total $ 29,703 $ 30,178 Senior debt - guaranteed by USDA (c) Mountain Trace (d) Community B&T 12/24/2036 Prime + 1.75 % 5.75 % $ 3,761 $ 3,835 Southland (e) Cadence Bank, NA 07/27/2036 Prime + 1.50 % 6.00 % 3,911 3,989 Total $ 7,672 $ 7,824 Senior debt - guaranteed by SBA Southland (f) Cadence Bank, NA 07/27/2036 Prime + 2.25 % 5.50 % 589 602 Total $ 589 $ 602 (a) Represents cash interest rates as of June 30, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09 % to 0.53 % per annum. (b) For the seven SNFs, the Company has term loans with financial institutions that are insured 100 % by HUD. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into each loan, the Company entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. Pursuant to the CARES Act, up to three months of debt service payments for six of the credit facilities can be made from our restricted cash reserves. (c) For the two SNFs, the Company has term loans with financial institutions that are insured 70 % to 80 % by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25 % of the guaranteed portion. The loans had prepayment penalties of 1 %, capped at 1 % for the remainder of the first 10 years of the term and 0 % thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized over the extended term of the loan. (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126 -bed SNF commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments recommenced on November 1, 2020 with payments through February 2021 being applied to principal and interest. Monthly payments that commenced on March 1, 2021 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (f) For the one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is 75 % insured by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, December 31, Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,253 $ 6,379 (a) Represents cash interest rates as of June 30, 2022 . The rates exclude amortization of deferred financing of approximately 0.01 % per annum. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) June 30, December 31, Senior debt - other mortgage indebtedness Meadowood (b) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % $ 3,399 $ 3,478 Coosa (c) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % 5,036 5,123 Total $ 8,435 $ 8,601 (a) Represents cash interest rates as of June 30, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34 % per annum. (b) On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026 . (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 million in new fees. The Coosa Credit Facility, guaranteed by Regional Health Properties, Inc. includes customary terms, including events of default with an associated annual 5 % default interest rate, and is secured by the Coosa Facility and the assets of Meadowood. Upon the occurrence of certain events of default, the lenders may terminate the Coosa Credit Facility and the Meadowood Credit Facility and all amounts due under both credit facilities will become immediately due and payable. The Coosa Credit Facility has prepayment penalties of 5 % in the 1 st year, 4 % in the 2 nd year and 1 % thereafter. (Amounts in 000’s) Lender Maturity Interest Rate June 30, December 31, Other debt First Insurance Funding (a) 03/01/2022 Fixed 3.63 % $ 729 $ 99 Key Bank (c) 08/25/2023 Fixed 0.00 % 495 495 Marlin Capital Solutions 06/1/2027 Fixed 5.00 % 51 — Total $ 1,275 $ 594 (a) Annual Insurance financing primarily for the Company’s directors and officers insurance. (b) On August 17, 2021, Key Bank and the Company extended the maturity date from August 25, 2021 to August 25, 2023 . |
Summary of the Scheduled Maturities | The schedule below summarizes the scheduled gross maturities as of June 30, 2022 for each of the next five years and thereafter. For the twelve months ended June 30, (Amounts in 000’s) 2023 $ 2,554 2024 2,404 2025 2,002 2026 2,099 2027 8,774 Thereafter 36,094 Subtotal $ 53,927 Less: unamortized discounts ( 122 ) Less: deferred financing costs, net ( 1,135 ) Total notes and other debt $ 52,670 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Recognized Stock Based Compensation | For the three and six months ended June 30, 2022 and 2021, the Company recognized stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, (Amounts in 000’s) 2022 2021 2022 2021 Employee compensation: Restricted stock issuance $ — $ 123 $ — $ 123 Stock compensation expense 58 — 169 — Forfeitures of stock based awards ( 54 ) — ( 54 ) — Total employee stock-based compensation expense $ 4 $ 123 $ 115 $ 123 |
Summary of Company's Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity for the six months ended June 30, 2022: Number of Weighted Avg. Unvested, December 31, 2021 79 $ 12.99 Granted 24 $ 4.51 Vested ( 21 ) $ 13.09 Forfeited ( 30 ) $ 12.91 Unvested, June 30, 2022 52 $ 9.04 |
Summary of Company's Stock Option Activity | The following summarizes the Company’s employee and non-employee stock option activity for the six months ended June 30, 2022: Number of Weighted Weighted Aggregate Outstanding, December 31, 2021 13 $ 47.53 2.0 $ — Granted 24 $ 4.51 9.9 $ — Forfeited ( 24 ) $ 4.51 9.9 $ — Outstanding and Vested, June 30, 2022 13 $ 47.53 2.0 $ — |
Schedule of Exercise Price Range | The following summary information reflects stock options outstanding, vested, and related details as of June 30, 2022: Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Weighted Weighted Vested, Weighted $ 15.72 - $ 47.99 13 2.0 $ 47.53 13 $ 47.53 Total 13 2.0 $ 47.53 13 $ 47.53 |
Segments Results (Tables)
Segments Results (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Results of Operations for Reporting Segments | The table below presents the results of operations for our reporting segments for the periods presented. Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2022 2022 2022 2021 2021 2021 2022 2022 2022 2021 2021 2021 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Revenues: Patient care revenues $ — $ 4,570 $ 4,570 $ — $ 2,445 $ 2,445 $ — $ 6,881 $ 6,881 $ — $ 5,135 $ 5,135 Rental revenues 3,261 — 3,261 3,763 — 3,763 7,326 — 7,326 7,844 — 7,844 Management fees 255 — 255 247 — 247 519 — 519 495 — 495 Other revenues 7 — 7 13 — 13 14 — 14 75 — 75 Total revenues 3,523 4,570 8,093 4,023 2,445 6,468 7,859 6,881 14,740 8,414 5,135 13,549 Expenses: Patient care expense — 4,222 4,222 — 2,255 2,255 — 6,564 6,564 — 4,457 4,457 Facility rent expense 1,106 528 1,634 1,342 297 1,639 2,448 826 3,274 2,684 595 3,279 Cost of management fees 144 — 144 150 — 150 319 — 319 315 — 315 Depreciation and amortization 599 7 606 649 3 652 1,206 13 1,219 1,297 5 1,302 General and administrative expense 679 242 921 830 122 952 1,685 369 2,054 1,736 259 1,995 Doubtful accounts expense 466 — 466 — 37 37 2,227 — 2,227 — 77 77 Other operating expenses 337 292 629 293 4 297 636 332 968 532 4 536 Total expenses 3,331 5,291 8,622 3,264 2,718 5,982 — 8,104 16,625 6,564 5,397 11,961 Income (loss) from operations 192 ( 721 ) ( 529 ) 759 ( 273 ) 486 7,859 ( 1,223 ) ( 1,885 ) 1,850 ( 262 ) 1,588 Other expense: Interest expense, net 636 3 639 663 3 666 1,266 25 1,291 1,344 9 1,353 Other expense, net 157 — 157 323 — 323 1,076 — 1,076 717 — 717 Total other expense, net 793 3 796 986 3 989 2,342 25 2,367 2,061 9 2,070 Net loss $ ( 601 ) $ ( 724 ) $ ( 1,325 ) $ ( 227 ) $ ( 276 ) $ ( 503 ) $ 5,517 $ ( 1,248 ) $ ( 4,252 ) $ ( 211 ) $ ( 271 ) $ ( 482 ) |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Nov. 05, 2021 Employee | Nov. 01, 2021 USD ($) | Jan. 01, 2021 | May 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) Bed Facility | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Bed Facility | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Finite Lived Intangible Assets [Line Items] | ||||||||||
Property management fee, percent fee | 5% | |||||||||
Anticipated monthly rental receipts from tenants received | 73% | |||||||||
Minimum number of employees required under employer for mandatory vaccination | Employee | 100 | |||||||||
Relief fund authorized CARES Act, PPPHCE Act, and CAA | $ 178,000,000,000 | |||||||||
Relief Fund Allocation CARES Act | $ 17,000,000,000 | |||||||||
Relief Fund Allocation CARES Act | $ 8,500,000,000 | |||||||||
Expected percentage of reduction in medicare payments due to adjustments | 2% | |||||||||
Maximum penalty for service contract nonperformance | $ 50,000 | $ 50,000 | ||||||||
Percentage of additional allowance for patient care receivables | 1.50% | |||||||||
Receivables, estimated allowance for uncollectible accounts | 759,000 | $ 759,000 | $ 177,000 | |||||||
Accounts receivable, net of allowance | 4,323,000 | 4,323,000 | 2,145,000 | |||||||
Prepaid expenses and other | 1,200,000 | 1,200,000 | 500,000 | |||||||
Other liabilities | $ 1,348,000 | $ 1,348,000 | 1,629,000 | |||||||
Weighted average discount rate | 7.98% | 7.98% | ||||||||
Accounts payable | $ 2,600,000 | $ 2,600,000 | 2,500,000 | |||||||
Accrued expenses | 700,000 | 700,000 | 700,000 | |||||||
Intrinsic Value | 0 | $ 0 | ||||||||
Stock options | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Weighted average contractual terms | 2 years | |||||||||
Warrants | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Weighted average contractual terms | 2 years 4 months 24 days | |||||||||
Other Expense | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Net expenses | 62,000 | $ 13,100 | $ 28,000 | $ 75,000 | ||||||
Wellington Lease Termination | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Transition date | Jan. 01, 2021 | |||||||||
Receivables, estimated allowance for uncollectible accounts | $ 800,000 | $ 800,000 | $ 200,000 | |||||||
Wellington Lease Termination | Powder Springs | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Number of beds in SNF | Bed | 208 | 208 | ||||||||
Wellington Lease Termination | Georgia | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Number of facilities subleased | Facility | 2 | 2 | ||||||||
Wellington Lease Termination | GABON | Empire Care Centers L L C | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Number of beds in SNF | Bed | 134 | 134 | ||||||||
Management Agreement With Cavalier | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Management fee | $ 12,000 | |||||||||
Start-up fee | $ 12,000 | |||||||||
Management agreement description | The term of the Management Agreement commences on April 15, 2022, and continues for a term of two years thereafter, and shall continue in full force and effect for succeeding annual terms until such time as either party provides written notice of termination to the other party at least 90 days prior to the termination date. | |||||||||
Incentive fee, description | The Management Agreement is subject to earlier termination as provided therein. If the Management Agreement is terminated due to a sale of the Facility, then Meadowood Operations will pay an incentive fee to Cavalier equal to 1% of the purchase price, including any debt assumption. | |||||||||
Percentage of incentive fee | 1% | |||||||||
Lumber City Management Agreement | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Operations commenced date | May 01, 2022 | |||||||||
Property management fee, percent fee, description | (i) for months 1 through 6 of the term, a management fee of $22,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5% of net revenue. | |||||||||
Management fee | $ 22,000 | |||||||||
Property management fee, percent fee | 5% | |||||||||
LaGrange Management Agreement | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Operations commenced date | May 01, 2022 | |||||||||
Property management fee, percent fee, description | (i) for months 1 through 6 of the term, a management fee of $25,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5% of net revenue. | |||||||||
Management fee | $ 25,000 | |||||||||
Property management fee, percent fee | 5% | |||||||||
Lumber City and LaGrange Facility Operations | ||||||||||
Finite Lived Intangible Assets [Line Items] | ||||||||||
Increase in Prepaid expenses and other | $ 700,000 |
Organization and Significant _5
Organization and Significant Accounting Policies - Company's Accounts Receivable, Net of Allowance (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Notes And Loans Receivable [Line Items] | ||
Gross receivables | $ 5,082 | $ 2,322 |
Allowance | (759) | (177) |
Accounts receivable, net of allowance | 4,323 | 2,145 |
Real Estate Services | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Gross receivables | 2,467 | 1,442 |
Allowance | (538) | (35) |
Healthcare Services | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Gross receivables | 2,615 | 880 |
Allowance | $ (221) | $ (142) |
Organization and Significant _6
Organization and Significant Accounting Policies - Company's Accounts Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Payable [Line Items] | ||
Accounts payable | $ 4,429 | $ 3,749 |
Real Estate Services | ||
Accounts Payable [Line Items] | ||
Accounts payable | 3,104 | 2,781 |
Healthcare Services | ||
Accounts Payable [Line Items] | ||
Accounts payable | $ 1,325 | $ 968 |
Organization and Significant _7
Organization and Significant Accounting Policies - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2022 | |
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 71 | 52 |
Stock options | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 13 | 13 |
Warrants - employee | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 49 | 34 |
Warrants - non employee | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 9 | 5 |
Liquidity - Additional Informat
Liquidity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | |||||||||||||||||||
Feb. 28, 2022 | Feb. 01, 2022 Facility | Oct. 01, 2021 Facility | Sep. 30, 2021 USD ($) | Aug. 17, 2021 | Aug. 16, 2021 USD ($) | Jul. 09, 2021 USD ($) | Jan. 01, 2021 USD ($) | Oct. 02, 2018 | Oct. 01, 2018 $ / shares | Jun. 08, 2018 | May 31, 2022 Facility | Apr. 30, 2022 Facility | Feb. 28, 2022 | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) Facility | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jan. 31, 2024 USD ($) | Jul. 01, 2022 USD ($) | Aug. 13, 2021 USD ($) | |
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Unrestricted cash | $ 2,600,000 | $ 2,600,000 | $ 2,600,000 | |||||||||||||||||||||
Cash flow from operations | (2,798,000) | $ 2,387,000 | ||||||||||||||||||||||
Rent collected or anticipates collecting | 7,371,000 | 7,371,000 | $ 8,257,000 | 7,371,000 | ||||||||||||||||||||
Total indebtedness | 52,670,000 | 52,670,000 | 52,670,000 | |||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||||||||||||||
Debt instrument, outstanding amount | 53,927,000 | 53,927,000 | 54,178,000 | 53,927,000 | ||||||||||||||||||||
Number of additional facilities licensed | Facility | 3 | 3 | ||||||||||||||||||||||
Net loss | 1,325,000 | $ 503,000 | 4,252,000 | 482,000 | ||||||||||||||||||||
Property management fee, percentage | 5% | |||||||||||||||||||||||
Variable rent recognized | $ 100,000 | |||||||||||||||||||||||
Prior leases contracted cash rent | 3,700,000 | |||||||||||||||||||||||
Powder Springs | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Variable rent recognized | 300,000 | $ 700,000 | $ 500,000 | |||||||||||||||||||||
Peach Health | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Description of percentage of fixed management fee | The fixed Management fee Regional will pay Peach Health is 1% less than under the Vero Management Agreement with additional percentages for meeting specified performance targets. | |||||||||||||||||||||||
Management Agreement | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Property management fee, percentage | 4% | |||||||||||||||||||||||
Georgia | Peach Health | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Number of facilities | Facility | 3 | |||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Rent collected or anticipates collecting | $ 700,000 | |||||||||||||||||||||||
Fountainhead Commercial Capital - PPP Loan | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt instrument, outstanding amount | $ 200,000 | |||||||||||||||||||||||
Debt Instrument, forgiven | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Coosa Credit Facility | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Coosa Credit Facility | Coosa Facility | Coosa Nursing ADK, LLC | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Number of licensed beds | Facility | 124 | |||||||||||||||||||||||
Coosa Credit Facility | Meadowood Facility | Meadowood Property Holdings, LLC | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Number of licensed beds | Facility | 106 | |||||||||||||||||||||||
Coosa Facility Refinance | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt instrument | $ 3,500,000 | $ 3,500,000 | ||||||||||||||||||||||
Maturity date | Oct. 01, 2026 | May 01, 2022 | ||||||||||||||||||||||
Coosa MCB Loan | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | $ 100,000 | 100,000 | ||||||||||||||||||||||
KeyBank Exit Notes | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt instrument | $ 500,000 | |||||||||||||||||||||||
Maturity date | Aug. 25, 2023 | Aug. 25, 2021 | ||||||||||||||||||||||
Tara Facility | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Net loss | 300,000 | |||||||||||||||||||||||
ADK Georgia, LLC | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Number of nursing home facilities | Facility | 7 | |||||||||||||||||||||||
ADK Georgia, LLC | Forecast | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Deferred rent per month | $ 40,000 | |||||||||||||||||||||||
PS Sublease | Powder Springs | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Base rent equivalent percentage of adjusted EBITDAR for months seven through twenty-four | 80% | |||||||||||||||||||||||
Maximum adjusted EBITDAR for counterparty to not pay any base rent | $ 0 | |||||||||||||||||||||||
Conditional reimbursement of base rent to counterparty, maximum adjusted EBITDAR | $ 0 | |||||||||||||||||||||||
Minimum required monthly average adjusted cash flows of counterparty for non-termination of sublease | $ 100,000 | |||||||||||||||||||||||
Routine debt | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,700,000 | 1,700,000 | 1,700,000 | |||||||||||||||||||||
Bond Debt | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||
Current Maturities of Other Debt | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 700,000 | 700,000 | 700,000 | |||||||||||||||||||||
Current Maturities of Other Debt | Tara Facility | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 100,000 | 100,000 | $ 100,000 | |||||||||||||||||||||
Promissory Note | Coosa Credit Facility | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt instrument | $ 5,100,000 | $ 5,100,000 | ||||||||||||||||||||||
Interest rate | 3.95% | 3.95% | ||||||||||||||||||||||
Maturity date | Oct. 10, 2026 | |||||||||||||||||||||||
Refinanced | Metro City Bank | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Debt instrument | $ 5,100,000 | $ 5,100,000 | ||||||||||||||||||||||
Maturity date | Jan. 31, 2036 | |||||||||||||||||||||||
Refinanced | Metro City Bank | Prime Rate | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Basis spread | 1.50% | |||||||||||||||||||||||
10.875% Series A Cumulative Redeemable Preferred Stock | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Preferred stock, fixed interest rate (percentage) | 10.875% | 10.875% | ||||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ 41,300,000 | |||||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | ||||||||||||||||||||||
Increase of preferred dividends rate per share unpaid and undeclared | $ / shares | $ 3.20 | |||||||||||||||||||||||
Cumulative preferential cash dividend rate | 10.875% | 10.875% | ||||||||||||||||||||||
12.5% Series B Cumulative Redeemable Preferred Shares | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Preferred stock, fixed interest rate (percentage) | 12.50% | 12.50% | ||||||||||||||||||||||
Medicaid Overpayment | ||||||||||||||||||||||||
Management's plan for increasing liquidity | ||||||||||||||||||||||||
Unrestricted cash | $ 1,500,000 | $ 1,500,000 |
Cash and Restricted Cash - Sche
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Restricted Cash And Investments [Line Items] | ||||
Cash | $ 2,616 | $ 6,792 | ||
Restricted cash: | ||||
HUD and other replacement reserves | 2,001 | 1,914 | ||
Escrow deposits | 527 | 700 | ||
Restricted investments for debt obligations | 317 | 317 | ||
Total restricted cash | 2,908 | 3,056 | ||
Total cash and restricted cash | 5,524 | 9,848 | $ 8,599 | $ 7,492 |
Asset Pledged as Collateral without Right | ||||
Restricted cash: | ||||
Cash collateral | $ 63 | $ 125 |
Cash and Restricted Cash - Sc_2
Cash and Restricted Cash - Schedule of Cash and Restricted Cash (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash And Cash Equivalents [Line Items] | ||
Cash | $ 2,616 | $ 6,792 |
Medicaid Overpayment | ||
Cash And Cash Equivalents [Line Items] | ||
Cash | $ 1,500 | $ 1,500 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 71,681 | $ 72,965 |
Less: accumulated depreciation and amortization | (22,609) | (22,838) |
Property and equipment, net | 49,072 | 50,127 |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 65,766 | 65,695 |
Buildings and Improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Buildings and Improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 40 years | |
Equipment and Computer Related | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,141 | 4,494 |
Equipment and Computer Related | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 2 years | |
Equipment and Computer Related | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,774 | $ 2,776 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Land improvements | $ 0.1 |
Land Improvements | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 6 years 9 months 18 days |
Property and Equipment - Sche_3
Property and Equipment - Schedule of Total Depreciation and Amortization Expense of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |||||
Depreciation | $ 496 | $ 543 | $ 1,000 | $ 1,083 | |
Amortization | 110 | 109 | 219 | 219 | $ 219 |
Total depreciation and amortization expense | $ 606 | $ 652 | $ 1,219 | $ 1,302 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |||
Intangible assets net excluding goodwill | |||||||
Finite and indefinite lived intangible assets, gross | $ 16,953 | $ 16,953 | $ 16,953 | ||||
Finite and indefinite lived intangible assets, accumulated amortization | (4,459) | (4,459) | (4,240) | ||||
Intangible assets, net carrying amount | 12,494 | 12,494 | 12,713 | ||||
Amortization expense | (110) | $ (109) | (219) | $ (219) | (219) | ||
Goodwill Roll Forward | |||||||
Goodwill, Gross | 1,585 | 1,585 | 1,585 | ||||
Goodwill, net carrying amount | 1,585 | 1,585 | 1,585 | ||||
Bed Licenses Separable | |||||||
Intangible assets net excluding goodwill | |||||||
Finite and indefinite lived intangible assets, gross | [1] | 2,471 | 2,471 | 2,471 | |||
Finite and indefinite lived intangible assets, accumulated amortization | [1] | (2,471) | (2,471) | ||||
Intangible assets, net carrying amount | [1] | 2,471 | |||||
Bed Licenses Included in Property and Equipment | |||||||
Intangible assets net excluding goodwill | |||||||
Finite and indefinite lived intangible assets, gross | [2] | 14,276 | 14,276 | 14,276 | |||
Finite and indefinite lived intangible assets, accumulated amortization | [2] | (4,375) | (4,375) | (4,168) | |||
Intangible assets, net carrying amount | [2] | 9,901 | 9,901 | 10,108 | |||
Amortization expense | (104) | (103) | (207) | (207) | (207) | [2] | |
Lease Rights | |||||||
Intangible assets net excluding goodwill | |||||||
Finite and indefinite lived intangible assets, gross | 206 | 206 | 206 | ||||
Finite and indefinite lived intangible assets, accumulated amortization | (84) | (84) | (72) | ||||
Intangible assets, net carrying amount | 122 | 122 | 134 | ||||
Amortization expense | $ (6) | $ (6) | $ (12) | $ (12) | $ (12) | ||
[1] The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Total Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | ||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization | $ 110 | $ 109 | $ 219 | $ 219 | $ 219 | |
Bed Licenses Included in Property and Equipment | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization | 104 | 103 | 207 | 207 | 207 | [1] |
Lease Rights | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization | $ 6 | $ 6 | $ 12 | $ 12 | $ 12 | |
[1] Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense for All Definite Lived Intangibles (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Bed Licenses Included in Property and Equipment | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | $ 207 | |
2023 | 414 | |
2024 | 414 | |
2025 | 414 | |
2026 | 414 | |
Thereafter | 8,038 | |
Total expected amortization expense | 9,901 | |
Lease Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
2022 | 12 | |
2023 | 23 | |
2024 | 18 | |
2025 | 18 | |
2026 | 18 | |
Thereafter | 33 | |
Total expected amortization expense | $ 122 | $ 134 |
Leases - Operating Leases - Add
Leases - Operating Leases - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Facility | |
Operating Leased Assets [Line Items] | |
Number of SNFs under non-cancelable operating leases | 9 |
Number of SNFs operated by third party tenants | 4 |
Number of sublease agreements executed, leased by company | 3 |
Leased Facilities | |
Operating Leased Assets [Line Items] | |
Weighted average remaining lease term | 5 years 1 month 6 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) | |
Future Rental Payments [Abstract] | ||
2022 | $ 3,162 | [1] |
2023 | 6,371 | |
2024 | 7,358 | |
2025 | 7,575 | |
2026 | 7,274 | |
Thereafter | 5,502 | |
Total | 37,242 | |
Accretion of Lease Liability [Abstract] | ||
2022 | (162) | [1],[2] |
2023 | (647) | [2] |
2024 | (1,227) | [2] |
2025 | (1,744) | [2] |
2026 | (2,102) | [2] |
Thereafter | (1,900) | [2] |
Total | (7,782) | [2] |
Operating Lease Obligation [Abstract] | ||
2022 | 2,999 | [1] |
2023 | 5,725 | |
2024 | 6,130 | |
2025 | 5,831 | |
2026 | 5,173 | |
Thereafter | 3,602 | |
Total | $ 29,460 | |
[1] Estimated minimum lease payments for the year ending December 31, 2022 include only payments to be paid after June 30, 2022 Weighted average discount rate 7.98 %. |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments (Parenthetical) (Details) | Jun. 30, 2022 |
Leases [Abstract] | |
Weighted average discount rate | 7.98% |
Leases - Sublease Termination -
Leases - Sublease Termination - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) Facility | Dec. 31, 2021 USD ($) | |
Operating Leased Assets [Line Items] | ||
Rent collected | $ | $ 5,082 | $ 2,322 |
Wellington Lease Termination | ||
Operating Leased Assets [Line Items] | ||
Transition date | Jan. 01, 2021 | |
Beacon sublease Termination | ||
Operating Leased Assets [Line Items] | ||
Transition date | May 01, 2022 | |
C-Ross sublease Termination | ||
Operating Leased Assets [Line Items] | ||
Transition date | May 01, 2022 | |
Georgia | Wellington Lease Termination | ||
Operating Leased Assets [Line Items] | ||
Number of facilities subleased | Facility | 2 |
Leases - Facilities Lessor - Ad
Leases - Facilities Lessor - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Facility | |
Leases [Abstract] | |
Number of owned facilities | 12 |
Number of owned facilities, Lessor | 11 |
Number of owned facilities, Sub lessor | 8 |
Number of owned facilities, Self operated | 1 |
Number of owned and leased out facilities, Lessor | 11 |
Weighted average remaining lease term, Facilities lessor | 5 years 4 months 24 days |
Leases - Schedule of Future M_3
Leases - Schedule of Future Minimum Lease Receivables from Company's Facilities Leased and Subleased to Third Party Tenants (Details) $ in Thousands | Jun. 30, 2022 USD ($) | |
Operating Leases Future Minimum Payments Receivable [Abstract] | ||
2022 | $ 4,056 | [1] |
2023 | 9,878 | |
2024 | 9,732 | |
2025 | 9,645 | |
2026 | 9,040 | |
Thereafter | 17,110 | |
Total | $ 59,461 | |
[1] Estimated minimum lease receivables for the year ending December 31, 2022 include only payments scheduled to be received after June 30, 2022 . |
Leases - Recent Events - Additi
Leases - Recent Events - Additional Information (Details) | 1 Months Ended | 6 Months Ended | ||||
Apr. 15, 2022 USD ($) | Oct. 01, 2021 | Jan. 01, 2021 | May 31, 2022 USD ($) | Jun. 30, 2022 Bed Facility | Dec. 14, 2021 Agreement | |
Operating Leased Assets [Line Items] | ||||||
Property management fee, percent fee | 5% | |||||
Management Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Property management fee, percent fee | 4% | |||||
CRM | Meadowood Facility | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of consent agreements | Agreement | 2 | |||||
Cavalier | Meadowood Facility | Management Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Management fee | $ 12,000 | |||||
Start-up fee | $ 12,000 | |||||
Commencement date of management agreement | Apr. 15, 2022 | |||||
Terms of management agreement | 2 years | |||||
Notice of termination, term | at least 90 days prior to the termination date | |||||
Incentive fee, percentage of purchase price | 1% | |||||
Wellington Lease Termination | ||||||
Operating Leased Assets [Line Items] | ||||||
Transition date | Jan. 01, 2021 | |||||
Wellington Lease Termination | Powder Springs | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of beds in SNF | Bed | 208 | |||||
Wellington Lease Termination | Georgia | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of facilities subleased | Facility | 2 | |||||
Wellington Lease Termination | GABON | Empire Care Centers L L C | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of beds in SNF | Bed | 134 | |||||
Lumber City Management Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Operations commenced date | May 01, 2022 | |||||
Management fee | $ 22,000 | |||||
Property management fee, percent fee, description | (i) for months 1 through 6 of the term, a management fee of $22,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5% of net revenue. | |||||
Property management fee, percent fee | 5% | |||||
LaGrange Management Agreement | ||||||
Operating Leased Assets [Line Items] | ||||||
Operations commenced date | May 01, 2022 | |||||
Management fee | $ 25,000 | |||||
Property management fee, percent fee, description | (i) for months 1 through 6 of the term, a management fee of $25,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5% of net revenue. | |||||
Property management fee, percent fee | 5% |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |||
Accrued employee benefits and payroll-related | $ 571 | $ 343 | |
Real estate and other taxes | [1] | 1,672 | 1,391 |
Self-insured reserve | [2] | 154 | 162 |
Accrued interest | 200 | 206 | |
Unearned rental revenue | 192 | ||
Medicaid overpayment - Healthcare Services | 1,543 | 1,529 | |
Other accrued expenses | 1,304 | 1,164 | |
Total accrued expenses | $ 5,444 | $ 4,987 | |
[1] June 30, 2022 includes approximately $ 0.1 million of bed tax accruals for the Healthcare Services segment. December 31, 2021 includes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $ 0.3 million bed tax for the year for the Healthcare segment The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third-party administrator and outside counsel to manage and defend the claims (see Note 11 - Commitments and Contingencies) . |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Healthcare Services Segment | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 0.1 | $ 0.3 |
Wellington Transition | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 0.7 |
Notes Payable and Other Debt -
Notes Payable and Other Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 53,927 | $ 54,178 |
Deferred financing costs | (1,135) | (1,177) |
Unamortized discount on bonds | (122) | (125) |
Notes payable and other debt | 52,670 | 52,876 |
Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 29,703 | 30,178 |
Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 7,672 | 7,824 |
Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 589 | 602 |
Senior debt Bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 6,253 | 6,379 |
Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 8,435 | 8,601 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 1,275 | $ 594 |
Notes Payable and Other Debt _2
Notes Payable and Other Debt - Details of Long-term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 53,927 | $ 54,178 |
Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 29,703 | 30,178 |
Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 7,672 | 7,824 |
Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 589 | 602 |
Senior Debt Other Mortgage Indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 8,435 | 8,601 |
Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 29,703 | 30,178 |
Senior Debt Obligations | Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 7,672 | 7,824 |
Senior Debt Obligations | Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 589 | 602 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 1,275 | 594 |
Lument Capital | The Pavilion Care Center | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 01, 2027 | |
Interest rate | 4.16% | |
Debt instrument, outstanding amount | $ 798 | 862 |
Lument Capital | Hearth And Care Of Greenfield | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Aug. 01, 2038 | |
Interest rate | 4.20% | |
Debt instrument, outstanding amount | $ 1,807 | 1,845 |
Midland State Bank | Woodland Manor | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2044 | |
Interest rate | 3.75% | |
Debt instrument, outstanding amount | $ 4,768 | 4,836 |
Midland State Bank | Glenvue H&R | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2044 | |
Interest rate | 3.75% | |
Debt instrument, outstanding amount | $ 7,404 | 7,509 |
Midland State Bank | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2046 | |
Interest rate | 2.98% | |
Debt instrument, outstanding amount | $ 3,260 | 3,305 |
KeyBank | Other Debt | ||
Debt Instrument [Line Items] | ||
Maturity date | Aug. 25, 2023 | |
Interest rate | 0% | |
Debt instrument, outstanding amount | $ 495 | 495 |
KeyBank | Autumn Breeze | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 01, 2045 | |
Interest rate | 3.65% | |
Debt instrument, outstanding amount | $ 6,437 | 6,528 |
KeyBank | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 01, 2047 | |
Interest rate | 3.70% | |
Debt instrument, outstanding amount | $ 5,229 | 5,293 |
Marlin Capital Solutions | Other Debt | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 01, 2027 | |
Interest rate | 5% | |
Debt instrument, outstanding amount | $ 51 | |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 24, 2036 | |
Interest rate | 5.75% | |
Debt instrument, outstanding amount | $ 3,761 | 3,835 |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.75% | |
Cadence Bank N A | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Maturity date | Jul. 27, 2036 | |
Interest rate | 6% | |
Debt instrument, outstanding amount | $ 3,911 | 3,989 |
Cadence Bank N A | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
Cadence Bank N A | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Maturity date | Jul. 27, 2036 | |
Interest rate | 5.50% | |
Debt instrument, outstanding amount | $ 589 | 602 |
Cadence Bank N A | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.25% | |
City of Springfield | Eaglewood Care Center | Bonds | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 6,253 | |
City of Springfield | Eaglewood Care Center | Bonds | Bonds Series A | ||
Debt Instrument [Line Items] | ||
Maturity date | May 01, 2042 | |
Interest rate | 7.65% | |
Debt instrument, outstanding amount | 6,379 | |
Exchange Bank Of Alabama | Meadowood Facility | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2026 | |
Effective interest rate (as a percent) | 4.50% | |
Exchange Bank Of Alabama | Meadowood Facility | Senior Debt Other Mortgage Indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 3,399 | 3,478 |
Exchange Bank Of Alabama | Coosa Valley Health Care | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 10, 2026 | |
Effective interest rate (as a percent) | 3.95% | |
Exchange Bank Of Alabama | Coosa Valley Health Care | Senior Debt Other Mortgage Indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 5,036 | 5,123 |
First Insurance Funding | Other Debt | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 01, 2022 | |
Interest rate | 3.63% | |
Debt instrument, outstanding amount | $ 729 | $ 99 |
Notes Payable and Other Debt _3
Notes Payable and Other Debt - Details of Long-term Debt (Parenthetical) (Details) $ in Millions | 6 Months Ended | 9 Months Ended | ||
Oct. 01, 2021 | Aug. 17, 2021 | Jun. 30, 2022 Facility Bed | Sep. 30, 2021 USD ($) | |
Meadowood Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date start range | May 01, 2022 | |||
Debt instrument maturity date end range | Oct. 01, 2026 | |||
Coosa Valley Health Care | ||||
Debt Instrument [Line Items] | ||||
Prepayment penalties capped percentage | 5% | |||
Prepayment penalties percentage capped thereafter | 1% | |||
New fees amount | $ | $ 0.1 | |||
Default interest rate | 5% | |||
Prepayment penalties capped percentage in second year | 4% | |||
KeyBank | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date start range | Aug. 25, 2021 | |||
Debt instrument maturity date end range | Aug. 25, 2023 | |||
Senior debt - guaranteed by HUD | ||||
Debt Instrument [Line Items] | ||||
Number of skilled nursing facilities | 7 | |||
Percentage of debt insured | 100% | |||
Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Number of skilled nursing facilities | 2 | |||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | |||
Debt Instrument Prepayment Penalties Percentage | 1% | |||
Prepayment penalties capped percentage | 1% | |||
Prepayment penalties percentage capped, period | 10 years | |||
Prepayment penalties percentage capped thereafter | 0% | |||
Senior debt - guaranteed by SBA | ||||
Debt Instrument [Line Items] | ||||
Number of skilled nursing facilities | 1 | |||
Percentage of debt insured | 75% | |||
Number of licensed beds | Bed | 126 | |||
Senior debt Bonds, net of discount | ||||
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs (in percentage) | 0.01% | |||
Senior debt - other mortgage indebtedness | ||||
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs (in percentage) | 0.34% | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs (in percentage) | 0.09% | |||
Minimum | Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Percentage of debt insured | 70% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs (in percentage) | 0.53% | |||
Maximum | Senior debt - guaranteed by USDA | ||||
Debt Instrument [Line Items] | ||||
Percentage of debt insured | 80% |
Notes Payable and Other Debt _4
Notes Payable and Other Debt - Additional Information (Details) | Jun. 30, 2022 Credit_instrument |
Debt Disclosure [Abstract] | |
Number of credit related instruments | 16 |
Notes Payable and Other Debt _5
Notes Payable and Other Debt - Summary of the Scheduled Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 2,554 | |
2024 | 2,404 | |
2025 | 2,002 | |
2026 | 2,099 | |
2027 | 8,774 | |
Thereafter | 36,094 | |
Subtotal | 53,927 | $ 54,178 |
Less: unamortized discounts | (122) | (125) |
Less: deferred financing costs, net | (1,135) | $ (1,177) |
Total notes and other debt | $ 52,670 |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Feb. 28, 2022 | Oct. 02, 2018 | Oct. 01, 2018 USD ($) $ / shares | Jun. 08, 2018 | Feb. 28, 2022 | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Director DividendsPeriod $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | ||||||||||
Dividends paid, common stock | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Preferred stock, shares outstanding | shares | 2,812,000 | 2,812,000 | 2,812,000 | |||||||
Preferred stock, shares issued | shares | 2,812,000 | 2,812,000 | 2,812,000 | |||||||
10.875% Series A Cumulative Redeemable Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends paid, preferred stock | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Undeclared preferred stock dividends arrears | $ | $ 41,300,000 | |||||||||
Cumulative preferential cash dividend rate | 10.875% | 10.875% | ||||||||
Stated liquidation preference | $ / shares | $ 25 | $ 25 | ||||||||
Preferred stock cumulative preferential cash dividends annual rate per share | $ / shares | $ 2.72 | |||||||||
Unpaid accrued dividends on preferred stock | $ | $ 1,900,000 | $ 2,200,000 | ||||||||
Number of dividends period | DividendsPeriod | 4 | |||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | ||||||||
Dividends paid, preferred stock | $ / shares | $ 3.20 | |||||||||
Number of additional directors | Director | 2 | |||||||||
Preferred stock, shares outstanding | shares | 2,811,535 | 2,811,535 | ||||||||
Preferred stock, shares issued | shares | 2,811,535 | 2,811,535 | ||||||||
Redemption price per share | $ / shares | $ 25 | $ 25 | ||||||||
Preferred stock, fixed interest rate (percentage) | 10.875% | 10.875% | ||||||||
12.5% Series B Cumulative Redeemable Preferred Shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, fixed interest rate (percentage) | 12.50% | 12.50% |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 15, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock options issued | $ 0 | $ 0 | |||
Employee | Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 0 | $ 0 | |||
Warrants granted | 0 | 0 | 0 | 0 | |
Restricted Stock Issuance | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 500,000 | $ 500,000 | |||
Period of recognition of compensation expense | 2 years | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 53,500,000 | $ 53,500,000 | |||
Options, granted during the period | 0 | 24,000 | |||
2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards made under employee stock option plan | 0 | ||||
Incentive stock options may be granted after 10th anniversary of date of Board approval | 0 | 0 | |||
Number of securities remaining available for future issuance | 115,667 | 115,667 | |||
2011 plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares of the company's stock that may be issued | 168,950 | ||||
Additional award granted | 0 | ||||
Maximum | 2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares of the company's stock that may be issued | 250,000 | 250,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Recognized Stock Based Compensation (Details) - Employee - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 4 | $ 123 | $ 115 | $ 123 |
Restricted Stock Issuance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 123 | 0 | 123 |
Stock compensation expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 58 | 0 | 169 | 0 |
Forfeitures of Stock Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ (54) | $ 0 | $ (54) | $ 0 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Company's Restricted Stock Activity (Details) - Restricted Stock Issuance shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares (000's) | |
Unvested at the beginning of the period (in shares) | shares | 79 |
Granted (in shares) | shares | 24 |
Vested (in shares) | shares | (21) |
Forfeited (in shares) | shares | (30) |
Unvested at the end of the period (in shares) | shares | 52 |
Weighted Average Grant Date Fair Value | |
Unvested at the beginning of the period (in dollars per share) | $ / shares | $ 12.99 |
Granted (in dollars per share) | $ / shares | 4.51 |
Vested (in dollars per share) | $ / shares | 13.09 |
Forfeited (in dollars per share) | $ / shares | 12.91 |
Unvested at the ending of the period (in dollars per share) | $ / shares | $ 9.04 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Company's Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance (shares) | 13,000 | ||
Granted, number of shares | 0 | 24,000 | |
Forfeited, number of shares | (24,000) | ||
Ending balance (shares) | 13,000 | 13,000 | 13,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning balance (USD per share) | $ 47.53 | ||
Granted, weighted average exercise price | 4.51 | ||
Forfeited, weighted average exercise price | 4.51 | ||
Ending balance (USD per share) | $ 47.53 | $ 47.53 | $ 47.53 |
Additional disclosures | |||
Outstanding and vested - weighted average remaining contractual life | 2 years | 2 years | |
Granted - weighted average remaining contractual life | 9 years 10 months 24 days | ||
Forfeited - weighted average remaining contractual life | 9 years 10 months 24 days | ||
Outstanding and vested, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Exercise Price Range (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 13 |
Stock options outstanding, weighted average remaining contractual term (in years) | 2 years |
Stock options outstanding, weighted average exercise price (USD per share) | $ / shares | $ 47.53 |
Options exercisable, vested and exercisable (shares) | shares | 13 |
Options exercisable, weighted average exercise price (USD per share) | $ / shares | $ 47.53 |
$15.72 - $47.99 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 13 |
Stock options outstanding, weighted average remaining contractual term (in years) | 2 years |
Stock options outstanding, weighted average exercise price (USD per share) | $ / shares | $ 47.53 |
Options exercisable, vested and exercisable (shares) | shares | 13 |
Options exercisable, weighted average exercise price (USD per share) | $ / shares | $ 47.53 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Exercise Price Range (Parenthetical) (Details) - $15.72 - $47.99 | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price, minimum (USD per share) | $ 15.72 |
Exercise price, maximum (USD per share) | $ 47.99 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended | |||
Jul. 27, 2020 USD ($) | Jun. 30, 2022 USD ($) Case | Dec. 31, 2021 USD ($) | ||
Loss Contingencies [Line Items] | ||||
Pending litigation | Case | 10 | |||
Self-insured reserve | [1] | $ 154,000 | $ 162,000 | |
Accounts Payable | ||||
Loss Contingencies [Line Items] | ||||
Self-insured reserve | 100,000 | 100,000 | ||
Accrued Expenses | ||||
Loss Contingencies [Line Items] | ||||
Self-insured reserve | $ 100,000 | $ 200,000 | ||
Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Pending litigation | Case | 13 | |||
ARKANSAS | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency claims after disposal of facilities | Case | 4 | |||
Georgia | State Court of Chatham County | Pending Litigation | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Damages sought per claim or falsification | $ 10,000 | |||
[1] The Company self-insures against professional and general liability cases incurred prior to the Transition and uses a third-party administrator and outside counsel to manage and defend the claims (see Note 11 - Commitments and Contingencies) . |
Segment Results - Additional In
Segment Results - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of primary reporting segments | Segment | 2 | |
Description of primary reporting segments | (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the LaGrange, Lumber City, Meadowood, and Tara Facilities. | |
Assets | $ 99,564 | $ 105,696 |
Real Estate Services | ||
Segment Reporting Information [Line Items] | ||
Assets | 95,500 | 102,600 |
Healthcare Services Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | 4,200 | 3,000 |
Medicaid Overpayment | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 1,500 | $ 1,500 |
Segment Results - Summary of Re
Segment Results - Summary of Results of Operations for Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Rental revenues | $ 3,261 | $ 3,763 | $ 7,326 | $ 7,844 |
Total revenues | 8,093 | 6,468 | 14,740 | 13,549 |
Expenses: | ||||
Depreciation and amortization | 606 | 652 | 1,219 | 1,302 |
General and administrative expense | 921 | 952 | 2,054 | 1,995 |
Doubtful accounts expense | 466 | 37 | 2,227 | 77 |
Other operating expenses | 629 | 297 | 968 | 536 |
Total expenses | 8,622 | 5,982 | 16,625 | 11,961 |
(Loss) income from operations | (529) | 486 | (1,885) | 1,588 |
Other expense (income) : | ||||
Interest expense, net | 639 | 666 | 1,291 | 1,353 |
Other expense, net | (157) | (323) | (1,076) | (717) |
Total other expense, net | 796 | 989 | 2,367 | 2,070 |
Net (loss) income | (1,325) | (503) | (4,252) | (482) |
Real Estate Services | ||||
Revenues: | ||||
Rental revenues | 3,261 | 3,763 | 7,326 | 7,844 |
Total revenues | 3,523 | 4,023 | 7,859 | 8,414 |
Expenses: | ||||
Depreciation and amortization | 599 | 649 | 1,206 | 1,297 |
General and administrative expense | 679 | 830 | 1,685 | 1,736 |
Doubtful accounts expense | 466 | 2,227 | ||
Other operating expenses | 337 | 293 | 636 | 532 |
Total expenses | 3,331 | 3,264 | 6,564 | |
(Loss) income from operations | 192 | 759 | 7,859 | 1,850 |
Other expense (income) : | ||||
Interest expense, net | 636 | 663 | 1,266 | 1,344 |
Other expense, net | (157) | (323) | (1,076) | (717) |
Total other expense, net | 793 | 986 | 2,342 | 2,061 |
Net (loss) income | (601) | (227) | 5,517 | (211) |
Healthcare Services Segment | ||||
Revenues: | ||||
Total revenues | 4,570 | 2,445 | 6,881 | 5,135 |
Expenses: | ||||
Depreciation and amortization | 7 | 3 | 13 | 5 |
General and administrative expense | 242 | 122 | 369 | 259 |
Doubtful accounts expense | 37 | 77 | ||
Other operating expenses | 292 | 4 | 332 | 4 |
Total expenses | 5,291 | 2,718 | 8,104 | 5,397 |
(Loss) income from operations | (721) | (273) | (1,223) | (262) |
Other expense (income) : | ||||
Interest expense, net | 3 | 3 | 25 | 9 |
Total other expense, net | 3 | 3 | 25 | 9 |
Net (loss) income | (724) | (276) | (1,248) | (271) |
Patient Care Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 4,570 | 2,445 | 6,881 | 5,135 |
Expenses: | ||||
Patient care, facility rent and management fees expense | 4,222 | 2,255 | 6,564 | 4,457 |
Patient Care Revenues | Healthcare Services Segment | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 4,570 | 2,445 | 6,881 | 5,135 |
Expenses: | ||||
Patient care, facility rent and management fees expense | 4,222 | 2,255 | 6,564 | 4,457 |
Management Fees | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 255 | 247 | 519 | 495 |
Expenses: | ||||
Patient care, facility rent and management fees expense | 144 | 150 | 319 | 315 |
Management Fees | Real Estate Services | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 255 | 247 | 519 | 495 |
Expenses: | ||||
Patient care, facility rent and management fees expense | 144 | 150 | 319 | 315 |
Other Revenues | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 7 | 13 | 14 | 75 |
Other Revenues | Real Estate Services | ||||
Revenues: | ||||
Patient care, management fees and other revenues | 7 | 13 | 14 | 75 |
Facility Rent | ||||
Expenses: | ||||
Patient care, facility rent and management fees expense | 1,634 | 1,639 | 3,274 | 3,279 |
Facility Rent | Real Estate Services | ||||
Expenses: | ||||
Patient care, facility rent and management fees expense | 1,106 | 1,342 | 2,448 | 2,684 |
Facility Rent | Healthcare Services Segment | ||||
Expenses: | ||||
Patient care, facility rent and management fees expense | $ 528 | $ 297 | $ 826 | $ 595 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jan. 01, 2021 | May 31, 2022 | Apr. 30, 2022 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Property management fee, percent fee | 5% | |||
Management Agreement With Cavalier | ||||
Subsequent Event [Line Items] | ||||
Management fee | $ 12,000 | |||
Start-up fee | $ 12,000 | |||
Management agreement description | The term of the Management Agreement commences on April 15, 2022, and continues for a term of two years thereafter, and shall continue in full force and effect for succeeding annual terms until such time as either party provides written notice of termination to the other party at least 90 days prior to the termination date. | |||
Incentive fee, description | The Management Agreement is subject to earlier termination as provided therein. If the Management Agreement is terminated due to a sale of the Facility, then Meadowood Operations will pay an incentive fee to Cavalier equal to 1% of the purchase price, including any debt assumption. | |||
Percentage of incentive fee | 1% | |||
Lumber City Management Agreement | ||||
Subsequent Event [Line Items] | ||||
Operations commenced date | May 01, 2022 | |||
Management fee | $ 22,000 | |||
Property management fee, percent fee, description | (i) for months 1 through 6 of the term, a management fee of $22,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5% of net revenue. | |||
Property management fee, percent fee | 5% | |||
LaGrange Management Agreement | ||||
Subsequent Event [Line Items] | ||||
Operations commenced date | May 01, 2022 | |||
Management fee | $ 25,000 | |||
Property management fee, percent fee, description | (i) for months 1 through 6 of the term, a management fee of $25,000 per month; and (ii) for months 7 and after of the term, a management fee equal to 5% of net revenue. | |||
Property management fee, percent fee | 5% |