Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Sep. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-15415 | |
Entity Registrant Name | Selectis Health, Inc. | |
Entity Central Index Key | 0000727346 | |
Entity Tax Identification Number | 87-0340206 | |
Entity Incorporation, State or Country Code | UT | |
Entity Address, Address Line One | 8480 E Orchard Rd | |
Entity Address, Address Line Two | Ste 4900 | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | (720) | |
Local Phone Number | 680-0808 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,067,059 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and Cash Equivalents | $ 2,959,189 | $ 3,939,445 |
Accounts Receivable, Net | 5,167,862 | 3,506,719 |
Prepaid Expenses and Other | 637,671 | 498,015 |
Investments in Debt Securities | 24,387 | 24,387 |
Total Current Assets | 8,789,109 | 7,968,566 |
Long Term Assets | ||
Restricted Cash | 927,808 | 853,656 |
Property and Equipment, Net | 36,220,645 | 37,024,592 |
Goodwill | 1,076,908 | 1,076,908 |
Total Assets | 47,014,470 | 46,923,722 |
Liabilities | ||
Accounts Payable and Accrued Liabilities | 4,521,966 | 4,363,917 |
Accounts Payable – Related Parties | 21,571 | |
Dividends Payable | 7,500 | |
Short term debt – Related Parties, Net of discount of $0 and $3,234, respectively | 150,000 | 150,000 |
Current Maturities of Long Term Debt, Net of Discount of $1,184 and $1,714, respectively | 9,807,899 | 6,312,562 |
Other Current Liability | 931,446 | |
Total Current Liabilities | 14,479,865 | 11,786,996 |
Debt- Related Parties, Net of discount of $0 and $0, respectively | 750,000 | 750,000 |
Debt, Net of discount of $602,614 and $452,593, respectively | 26,882,772 | 31,054,962 |
Lease Security Deposit | 241,581 | 229,582 |
Total Liabilities | 42,354,218 | 43,821,540 |
Commitments and Contingencies | ||
Equity | ||
Common Stock - $0.05 Par Value; 50,000,000 Shares Authorized, 3,054,588 and 2,998,362 Shares Issued and Outstanding at June 30, 2022 and December 31, 2021, respectively | 152,728 | 150,168 |
Additional Paid-In Capital | 13,793,300 | 13,494,394 |
Accumulated Deficit | (10,061,776) | (11,318,380) |
Total Equity | 4,660,252 | 3,102,182 |
Total Liabilities and Equity | 47,014,470 | 46,923,722 |
Series A Preferred Stock [Member] | ||
Equity | ||
Preferred Stock Value | 401,000 | 401,000 |
Series D Preferred Stock [Member] | ||
Equity | ||
Preferred Stock Value | $ 375,000 | $ 375,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt discount of related parties | $ 0 | $ 3,234 |
Long term debt, net of discount, current | 1,184 | 1,714 |
Debt instrument unamortized discount related parties noncurrent | 0 | 0 |
Net of discount | $ 602,614 | $ 452,593 |
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,054,588 | 2,998,362 |
Common stock, shares outstanding | 3,054,588 | 2,998,362 |
Series A Preferred Stock [Member] | ||
Dividend, preferred stock | $ 0 | $ 0 |
Preferred stock, par value | $ 2 | $ 2 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 200,500 | 200,500 |
Preferred stock, shares outstanding | 200,500 | 200,500 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 375,000 | 375,000 |
Preferred stock, shares outstanding | 375,000 | 375,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Total Revenue | $ 11,465,767 | $ 6,012,037 | $ 21,556,773 | $ 11,774,880 |
Expenses | ||||
Property Taxes, Insurance and Other Operating | 7,002,938 | 4,655,236 | 13,964,841 | 8,199,966 |
General and Administrative | 2,416,317 | 912,496 | 4,227,834 | 3,010,823 |
Provision for Bad Debts | 277,511 | (8,001) | 531,474 | 16,133 |
Depreciation and Amortization | 447,350 | 450,243 | 895,037 | 851,266 |
Total Expenses | 10,144,116 | 6,009,974 | 19,619,186 | 12,078,188 |
Income from Operations | 1,321,651 | 2,063 | 1,937,587 | (303,308) |
Other (Income) Expense | ||||
Loss (Gain) on Extinguishment of Debt | 46,466 | |||
Interest Expense, net | 334,091 | 650,181 | 716,403 | 1,193,724 |
Gain on Forgiveness of PPP Loan | (675,598) | |||
Other Income | (40,365) | 30,662 | (81,886) | (401,360) |
Total Other (Income) Expense | 293,726 | 680,843 | 680,983 | 116,766 |
Net Income (Loss) | 1,027,925 | (678,780) | 1,256,604 | (420,074) |
Net Income (Loss) Attributable to Noncontrolling Interests | (10,650) | |||
Net Income (Loss) Attributable to Selectis Health, Inc. | 1,027,925 | (678,780) | 1,256,604 | (430,724) |
Series D Preferred Dividends | (7,500) | (15,000) | ||
Net Income (Loss) Attributable to Common Stockholders | $ 1,027,925 | $ (686,280) | $ 1,256,604 | $ (445,724) |
Net Income (Loss) per Share Attributable to Common Stockholders: | ||||
Basic | $ 0.34 | $ (0.26) | $ 0.41 | $ (0.17) |
Diluted | $ 0.34 | $ (0.26) | $ 0.41 | $ (0.17) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 3,054,627 | 2,689,184 | 2,998,361 | 2,687,918 |
Diluted | 3,054,627 | 2,689,184 | 3,054,627 | 2,687,918 |
Rental [Member] | ||||
Revenue | ||||
Total Revenue | $ 156,869 | $ 387,903 | $ 311,063 | $ 778,289 |
Health Care [Member] | ||||
Revenue | ||||
Total Revenue | 9,274,197 | 5,624,134 | 18,642,051 | 10,996,591 |
Healthcare Grant Revenue [Member] | ||||
Revenue | ||||
Total Revenue | $ 2,034,701 | $ 2,603,659 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 401,000 | $ 375,000 | $ 134,332 | $ 11,540,052 | $ (9,036,400) | $ (198,045) | $ 3,215,939 |
Beginning balance, shares at Dec. 31, 2020 | 200,500 | 375,000 | 2,686,638 | ||||
Net Income | 248,056 | 10,650 | 258,706 | ||||
Series D Preferred Dividends | (7,500) | (7,500) | |||||
Ending balance, value at Mar. 31, 2021 | $ 401,000 | $ 375,000 | $ 134,332 | 11,540,052 | (8,795,844) | (187,395) | 3,467,145 |
Ending balance, shares at Mar. 31, 2021 | 200,500 | 375,000 | 2,686,638 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 401,000 | $ 375,000 | $ 134,332 | 11,540,052 | (9,036,400) | (198,045) | 3,215,939 |
Beginning balance, shares at Dec. 31, 2020 | 200,500 | 375,000 | 2,686,638 | ||||
Net Income | (420,074) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 401,000 | $ 375,000 | $ 137,261 | 10,099,641 | (9,482,124) | 2,739,765 | |
Ending balance, shares at Jun. 30, 2021 | 200,500 | 375,000 | 2,692,495 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 401,000 | $ 375,000 | $ 134,332 | 11,540,052 | (8,795,844) | (187,395) | 3,467,145 |
Beginning balance, shares at Mar. 31, 2021 | 200,500 | 375,000 | 2,686,638 | ||||
Net Income | (678,780) | (678,780) | |||||
Series D Preferred Dividends | (7,500) | (7,500) | |||||
Share Based Compensation - Restricted Stock Awards | $ 1,500 | 17,400 | 18,900 | ||||
Share Based Copensation - Restricted Sotck Awards, shares | 3,000 | ||||||
Cashless Exercise of Warrants | $ 1,429 | (1,429) | |||||
Cashless Exercise of Warrants, shares | 2,857 | ||||||
Purchase of Non-Controlling Interest | (247,395) | (187,395) | (60,000) | ||||
Ending balance, value at Jun. 30, 2021 | $ 401,000 | $ 375,000 | $ 137,261 | 10,099,641 | (9,482,124) | 2,739,765 | |
Ending balance, shares at Jun. 30, 2021 | 200,500 | 375,000 | 2,692,495 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 401,000 | $ 375,000 | $ 150,168 | 13,494,394 | (11,318,380) | 3,102,182 | |
Beginning balance, shares at Dec. 31, 2021 | 200,500 | 375,000 | 2,998,362 | ||||
Common shares issued for debt | $ 2,560 | $ 252,440 | $ 255,000 | ||||
Common shares issued for debt, shares | 56,226 | ||||||
Loss on Forgiveness of Debt | 46,466 | 46,466 | |||||
Net Income | $ 228,679 | $ 228,679 | |||||
Ending balance, value at Mar. 31, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (11,089,701) | 3,632,327 | |
Ending balance, shares at Mar. 31, 2022 | 200,500 | 375,000 | 3,054,588 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 401,000 | $ 375,000 | $ 150,168 | 13,494,394 | (11,318,380) | 3,102,182 | |
Beginning balance, shares at Dec. 31, 2021 | 200,500 | 375,000 | 2,998,362 | ||||
Net Income | 1,256,604 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (10,061,776) | 4,660,252 | |
Ending balance, shares at Jun. 30, 2022 | 200,500 | 375,000 | 3,054,588 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (11,089,701) | 3,632,327 | |
Beginning balance, shares at Mar. 31, 2022 | 200,500 | 375,000 | 3,054,588 | ||||
Net Income | 1,027,925 | 1,027,925 | |||||
Ending balance, value at Jun. 30, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | $ 13,793,300 | $ (10,061,776) | $ 4,660,252 | |
Ending balance, shares at Jun. 30, 2022 | 200,500 | 375,000 | 3,054,588 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities: | ||||
Net Income (Loss) | $ 1,027,925 | $ (678,780) | $ 1,256,604 | $ (420,074) |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: | ||||
Gain on Forgiveness from PPP Loan | (675,598) | |||
Other Income from Partial Settlement of Debt | (40,346) | (481,954) | ||
Depreciation and Amortization | 447,350 | 450,243 | 895,037 | 851,266 |
Amortization of Deferred Loan Costs and Debt Discount | 69,591 | |||
Provision for Bad Debt | 277,511 | (8,001) | 531,474 | 16,133 |
Stock Based Compensation | 18,900 | |||
Changes in Operating Assets and Liabilities, Net of Assets and Liabilities Acquired: | ||||
Accounts and Rents Receivable | (2,192,617) | (1,318,907) | ||
Prepaid Expenses and Other Assets | 441,737 | 456,354 | ||
Accounts Payable and Accrued Liabilities | (802,468) | 840,400 | ||
Lease Security Deposits | 11,999 | 1,500 | ||
Cash Provided (Used in) Operating Activities | 101,420 | (642,389) | ||
Cash Flows From Investing Activities: | ||||
Capital Expenditures for Property and Equipment | (91,090) | (395,608) | ||
Cash Used in Investing Activities | (91,090) | (395,608) | ||
Cash Flows From Financing Activities: | ||||
Proceeds from Issuance of Debt, Non-Related Party | 1,423,417 | |||
Payments on Debt, Non-Related Party | (962,900) | (595,240) | ||
Dividends Paid on Preferred Stock | (22,500) | |||
Purchase of Non-Controlling Interest | (60,000) | |||
Debt Discount - Warrants RP | 46,466 | |||
Cash Provided by (Used in) Financing Activities | (916,434) | 745,677 | ||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | (906,104) | (292,320) | ||
Cash and Cash Equivalents and Restricted Cash at Beginning of the Period | 4,793,101 | 3,978,303 | ||
Cash and Cash Equivalents and Restricted Cash at End of the Period | 3,886,997 | 3,685,983 | 3,886,997 | 3,685,983 |
Supplemental Disclosure of Cash Flow Information | ||||
Cash Paid for Interest | 716,403 | 1,193,724 | ||
Cash Paid for Income Taxes | ||||
Cash and Cash Equivalents | 2,959,189 | 3,255,478 | 2,959,189 | 3,255,478 |
Restricted Cash | 927,808 | 430,505 | 927,808 | 430,505 |
Total Cash and Cash Equivalents and Restricted Cash | $ 3,886,997 | $ 3,685,983 | 3,886,997 | 3,685,983 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||
Dividends Declared on Series D Preferred Stock | 7,500 | 15,000 | ||
Issuance of common stock for cashless exercise of warrants | 1,429 | |||
Non-Cash Financing of Insurance Premiums | $ 581,393 | $ 507,433 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of the Business Selectis Health, Inc. f/k/a, Global Healthcare REIT, Inc. (“Selectis” or “we” or the “Company”) owns and operates, through wholly-owned subsidiaries Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019 the Company shifted from leasing long-term care facilities to third-party, independent operators towards an owner operator model. Prior to the Company changing its name to Selectis Health, Inc., the Company was known as Global Healthcare REIT, Inc. from September 30, 2013, to May 2021. Prior to this, the Company was known as Global Casinos, Inc. Global Casinos, Inc. operated two gaming casinos which were split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West Paces Ferry Healthcare REIT, Inc. (“WPF”). WPF was merged into the Company in 2019. We acquire, develop, lease, manage, and dispose of healthcare real estate, provide financing to healthcare providers, and provide healthcare operations through our wholly-owned subsidiaries. Our portfolio is comprised of investments in the following three healthcare segments: (i) senior housing (including independent and assisted living), (ii) post-acute/skilled nursing, and (iii) bonds securing senior housing communities. We will make investments within our healthcare segments using the following six investment products: (i) direct ownership of properties, (ii) debt investments, (iii) developments and redevelopments, (iv) investment management, (v) the Housing and Economic Recovery Act of 2008 (“RIDEA”), which represents investments in senior housing operations utilizing the structure permitted by RIDEA and (xi) owning healthcare operations. Management’s Liquidity Plans On August 27, 2014, FASB issued ASU 2014-05, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern For the six months ended June 30, 2022, the Company had positive operating cash flows of $ 101,420 5.7 1. Projected cash flows from operations resulting from continued improvement of the Company’s operating performance. During the six months ended June 30, 2022, the Company reported a net income of $ 1,256,604 2. Future refinancing of existing debt. As of June 30, 2022, the Company has a net working capital deficit of approximately $ 5.7 The focus on opportunities within our current portfolio and future properties to acquire and operate, the settlement, refinance, and continued service of debt obligations, the potential funds generated from stock sales and other initiatives contributing to additional working capital should alleviate any substantial doubt about the Company’s ability to continue as a going concern as defined by ASU 2014-05. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively impact our future operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and in conjunction with the rules and regulations of the Securities Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary to make the consolidated financial statements not misleading have been included. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the entire year. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission. In May 2021, the board of directors of the Company approved a one-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock. On September 21, 2021, the Company filed Amendment No. 1 to its Second Amended and Restated Articles of Incorporation reflecting the reverse split and name change. This took effect on September 22, 2021 upon approval from FINRA. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto, and elsewhere in this Form 10-Q, have been retroactively adjusted for the reverse stock split as if such reverse stock split occurred on the first day of the first period presented. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2022. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Earnings per Share Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution. Diluted earnings per share are based on the assumption that all dilutive options and warrants were converted or exercised by applying the treasury stock method and that all convertible preferred stock were converted into common shares by applying the if-converted method. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period or at the time of issuance, if later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, the preferred dividends applicable to convertible preferred stock are added back to the numerator. The convertible preferred stock is assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator. We calculate basic earnings per share by dividing net income attributable to common stockholders (the “numerator”) by the weighted average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding options, warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible preferred stock outstanding, except where the impact would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE Six Months Ended Three Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator for basic earnings per share: Net Income (Loss) Attributable to Selectis Health, Inc. $ 1,256,604 $ (430,724 ) $ 1,027,925 $ (678,780 ) Series D Preferred Dividends - (15,000 ) - (7,500 ) Net Income (Loss) Attributable to Common Stockholders - Basic $ 1,256,604 $ (445,724 ) $ 1,027,925 $ (686,280 ) Numerator for diluted earnings per share: Net Income (Loss) Attributable to Common Stockholders $ 1,256,604 $ (445,724 ) $ 1,027,925 $ (686,280 ) Series D Preferred Dividends - 15,000 - 7,500 Net Income (Loss) Attributable to Common Stockholders - Diluted 1,256,604 (430,724 ) 1,027,925 (678,780 ) Denominator for basic earnings per share: Weighted Average Common Shares Outstanding $ 2,998,361 $ 2,687,918 $ 3,054,627 $ 2,689,184 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 2,998,361 2,687,918 3,054,627 2,689,184 Effect of dilutive securities: Issuance of stock options 56,266 - - - Exercise of warrants - - - - Weighted Average Common Shares Outstanding - Diluted $ 3,054,627 $ 2,687,918 $ 3,054,627 $ 2,689,184 Net Income (Loss) per Share Attributable to Common Stockholders: Basic $ 0.41 $ (0.17 ) $ 0.34 $ (0.26 ) Diluted $ 0.41 $ (0.17 ) $ 0.34 $ (0.26 ) Fair Value Measurements The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company has no financial assets or financial liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2022. Our consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts receivable, restricted cash, accounts payable, debt and lease security deposit. We consider the carrying values of our short-term financial instruments to approximate fair value because they generally expose the Company to limited credit risk, because of the short period of time between origination of the financial assets and liabilities and their expected settlement, or because of their proximity to acquisition date fair values. The carrying value of debt approximates fair value based on borrowing rates currently available for debt of similar terms and maturities. Upon acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price based on the fair value of the tangible assets and intangible assets, if any, acquired and any liabilities assumed based on Level 3 inputs. These Level 3 inputs can include comparable sales values, discount rates, and capitalization rates from a third-party appraisal or other market sources. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 3. PROPERTY AND EQUIPMENT, NET The gross carrying amount and accumulated depreciation of the Company’s property and equipment as of June 30, 2022, and December 31, 2021, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT June 30, 2022 December 31, 2021 Land $ 1,778,250 $ 1,778,250 Land Improvements 329,055 329,055 Buildings and Improvements 44,647,344 44,574,401 Furniture, Fixtures and Equipment 2,340,444 2,322,297 Property and Equipment, Gross 49,095,093 49,004,003 Less Accumulated Depreciation (11,314,448 ) (10,419,411 ) Less Impairment (1,560,000 ) (1,560,000 ) Property and Equipment, Net $ 36,220,645 $ 37,024,592 For the Six Months Ended June 30, 2022 2021 Depreciation Expense (excluding Intangible Assets) $ 895,037 $ 1,733,349 Cash Paid for Capital Expenditures $ 91,090 $ 519,575 |
INVESTMENTS IN DEBT SECURITIES
INVESTMENTS IN DEBT SECURITIES | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN DEBT SECURITIES | 4. INVESTMENTS IN DEBT SECURITIES At June 30, 2022 and December 31, 2021, the Company held investments in debt securities that were classified as held-to-maturity and carried at amortized costs. Held-to-maturity securities consisted of the following: SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES June 30, 2022 December 31, 2021 States and Municipalities $ 24,387 $ 24,387 Contractual maturity of held-to-maturity securities at June 30, 2022, is $ 24,387 24,387 |
DEBT AND DEBT - RELATED PARTIES
DEBT AND DEBT - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT AND DEBT - RELATED PARTIES | 5. DEBT AND DEBT - RELATED PARTIES The following is a summary of the Company’s debt outstanding as of June 30, 2022, and December 31, 2021: SCHEDULE OF DEBT INSTRUMENTS June 30, 2022 December 31, 2021 Senior Secured Promissory Notes $ 1,305,000 $ 1,305,000 Senior Secured Promissory Notes - Related Parties 750,000 750,000 Fixed-Rate Mortgage Loans 30,849,123 31,407,503 Variable-Rate Mortgage Loans 4,967,589 5,063,841 Other Debt, Subordinated Secured 741,000 741,000 Other Debt, Subordinated Secured - Related Parties 150,000 150,000 Other Debt, Subordinated Secured - Seller Financing 76,494 93,251 Debt Instrument, Gross 38,839,206 39,510,595 Unamortized Discount and Debt Issuance Costs (1,243,071 ) (1,243,071 ) Debt Instrument, Net of Discount $ 37,596,135 $ 38,267,524 As presented in the Consolidated Balance Sheets: Current Maturities of Long Term Debt, Net $ 9,807,899 $ 6,312,562 Short term debt – Related Parties, Net 150,000 150,000 Debt, Net 26,882,772 31,054,962 Debt - Related Parties, Net 750,000 750,000 The weighted average interest rate and term of our fixed rate debt are 3.55 15.27 5.90 16.11 During the six months ended June 30, 2022, the Company did not issue any non-related party debt. The company has made payments of $ 962,900 581,393 Corporate Senior and Senior Secured Promissory Notes As of June 30, 2022, and December 31, 2021, the senior secured notes are subject to annual interest ranging from 10 11 October 31, 2021 June 30, 2023 1.67 844,425 Mortgage Loans and Lines of Credit Secured by Real Estate Mortgage loans and other debts such as line of credit here are collateralized by all assets of each nursing home property and an assignment of its rents. Collateral for certain mortgage loans includes the personal guarantee of Christopher Brogdon, formerly but no longer a related party, or corporate guarantees. Mortgage loans for the periods presented consisted of the following: SCHEDULE OF MORTGAGE LOAN DEBT Number of Total Face Total Principal Outstanding as of State Properties Amount June 30, 2022 December 31, 2021 Arkansas (1) 1 $ 5,000,000 $ 3,978,324 $ 4,058,338 Georgia (2) 5 $ 17,765,992 $ 16,198,449 $ 16,581,232 Ohio 1 $ 3,000,000 $ 2,728,599 $ 2,728,599 Oklahoma (3) 6 $ 12,129,769 $ 11,669,805 $ 11,823,385 13 $ 37,895,761 $ 34,575,177 $ 35,191,554 (1) The mortgage loan collateralized by this property is 80 0.25 81,886 (2) The Company has refinanced two of its mortgages that would have matured in June and October of 2021 amounting to $ 2,961,167 3,289,595 (3) The Company refinanced all three mortgages in July 2021, that would have matured in June and July of 2021 amounting to $ 2,065,969 750,000 500,000 June, 2027 35 2.38 Subordinated, Corporate and Other Debt Other debt due at June 30, 2022 and December 31, 2021 includes unsecured notes payable issued to entities controlled by the Company used to facilitate the acquisition of the nursing home properties. SCHEDULE OF OTHER DEBT Principal Outstanding at Stated Interest Property Face Amount June 30, 2022 December 31, 2021 Rate Maturity Date Goodwill Nursing Home $ 2,030,000 $ 741,000 $ 741,000 13% Fixed December 31, 2019 Goodwill Nursing Home – Related Party $ 150,000 $ 150,000 $ 150,000 13% Fixed December 31, 2019 Higher Call Nursing Center $ 150,000 $ 76,494 $ 93,251 8% Fixed April 1, 2024 $ 967,494 $ 984,251 Our corporate debt at June 30, 2022, and December 31, 2021 includes unsecured notes and notes secured by all assets of the Company not serving as collateral for other notes. SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS Principal Outstanding at Stated Interest Series Face Amount June 30, 2022 December 31,2021 Rate Maturity Date 10% Senior Secured Promissory Notes 1,670,000 1,305,000 1,670,000 10.0% Fixed June 30, 2024 11% Senior Secured Promissory Notes – Related Party 975,000 975,000 975,000 10.0% Fixed June 30, 2024 $ 2,280,000 $ 2,645,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 6. STOCKHOLDERS’ EQUITY During the six months ended June 30, 2022, the Company paid $ 15,000 15,000 Common Stock For the six months ended June 30, 2022, the Company did not issue nor did it pay dividends on common stock. Common Stock Warrants As of June 30, 2022, and December 31, 2021, the Company had 206,000 206,000 5.00 5.00 0.19 0.93 360,052 355,877 SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY June 30, 2022 Number of Weighted Average Exercise Price Beginning Balance 206,000 $ 5 Exercised - Expired - - Ending Balance 206,000 $ 5 |
OTHER CURRENT LIABILITY
OTHER CURRENT LIABILITY | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITY | 7. OTHER CURRENT LIABILITY During the year ended December 31, 2021 the Company received an overpayment from Medicare of $ 931,446 SCHEDULE OF OTHER CURRENT LIABILITY Period Balance at December 31, 2021 $ 931,446 February 2022 Recoupments (246,425 ) March 2022 Recoupment (339,474 ) April 2022 Recoupment (257,525 ) May 2022 Recoupment (88,022 ) Recoupment (88,022 ) Balance at June 30, 2022 $ - As of June 30, 2022, this liability has been satisfied. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 8. RELATED PARTIES Clifford Neuman, a member of the Company’s Board of Directors, provided legal services to the Company. As of June 30, 2022, and December 31, 2021, the Company owed Mr. Neuman for legal services rendered $ 0 21,571 47,043 158,392 |
FACILITY LEASES
FACILITY LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
FACILITY LEASES | 8. FACILITY LEASES The following table summarizes our leasing arrangements related to the Company’s healthcare facilities at June 30, 2022: SCHEDULE OF LEASING ARRANGEMENTS Monthly Lease Facility Income (1) Lease Expiration Renewal Option if any Goodwill (1) $ 48,125 February 1, 2027 Term may be extended for one additional five-year term (1) The lease became effective on February 1, 2017, and the facility began generating rental revenue thereafter. Future cash payments for rent to be received during the initial terms of the leases for the next five years and thereafter are as follows: SCHEDULE OF FUTURE CASH PAYMENTS FOR RENT RECEIVED DURING INITIAL TERM OF LEASE Years Ending June 30, 2022 $ 313,740 2023 635,026 2024 643,401 2025 651,954 2026 660,665 2027 and Thereafter 55,116 Total $ 2,959,902 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | 9. LEGAL PROCEEDINGS The Company and/or its affiliated subsidiaries are or were involved in the following litigation: Bailey v. GL Nursing, LLC, et. al in the Circuit Court of Lonoke County, Arkansas, 23rd Circuit, In April 2019, the Company’s wholly-owned subsidiary was named as a co-defendant in the action arising out of a claimed personal injury suffered by the plaintiff while a resident of the skilled nursing home owned, but not operated, by GL Nursing. As of this date, we have engaged legal counsel, but no further information is known regarding the merits of the claim. After initial inquiry, it does not appear that the lease operator of the facility had in effect general liability insurance covering the GL Nursing, as landlord, as required by the operating lease. As we simply were the owners of the property and not the operators, we believe that primary responsibility, if any, falls with the operator at the time. Under the terms of the lease, the operator has a duty to indemnify the Company, a claim which we intend to assert. While it is too early to assess the Company’s exposure, we believe at this time that the likelihood of an adverse outcome is remote. Thomas v. Edwards Redeemer Property Holdings, LLC, et.al., This action arises from a personal injury claim brought by heirs of a former resident of our Edwards Redeemer facility, filed in April 2016. We are entitled to indemnification from the lease operator and should be covered under the lease operator’s general liability policy. As we are not the operators of the facility and believe we have indemnity coverage, we believe we have no exposure. The lease operator’s insurance carrier is providing a defense and indemnity and, as a result, we believe the likelihood of a material adverse result is remote. Edwards Redeemer Property Holdings LLC v. Edwards Redeemer Healthcare & Rehab, LLC, This action was brought by us against the former lease operator for breaching the lease agreement, removing all the patients, and closing the facility. On October 17, 2019, the Court entered an Order Appointing a Receiver. We have entered into a Settlement Agreement and Release with the Receiver and an Operations Transfer Agreement pursuant to which our newly formed subsidiary will acquire the assets and operations of the facility. In March 2021, the Court approved the Settlement Agreement and Operations Transfer Agreement, the skilled nursing license was assigned to the Company’s wholly-owned subsidiary Park Place Health, LLC and the Company reopened the facility under the name Park Place Health. This matter is considered resolved. Oliphant v. Global Eastman, LLC, et.al., State Court of Cobb County, State of Georgia, This is a personal injury lawsuit against various defendants arising out of the death of a patient of the Eastman Healthcare & Rehab Center (the “Facility”). At all relevant times, the Facility was owned by the Company’s wholly owned subsidiary Dodge NH, LLC and leased to Eastman Health & Rehab LLC, an affiliate of Cadence Healthcare, as lease operator. Neither the Company nor any affiliate of the Company had any involvement in patient care at the time of the incident for which complaint was made. The Company relies upon well-settled Georgia law that a landlord has no liability for patient care. The landlord is Dodge NH, LLC. Global Eastman, LLC was not formed as a legal entity during the period of the incident and did not assume the past liabilities as part of the OTA with the receivership of Eastman Healthcare & Rehab LLC which was effective July 1, 2020. Global Eastman LLC was formed on November 21, 2019. Plaintiff has dismissed these claims with prejudice, and the Company has filed a Motion to be awarded attorney’s fees and costs. In the matter of Austin. On December 23, 2020, we received written notice from an attorney of the intent to assert an action for damages against Dodge NH, LLC, which is our subsidiary that owns the nursing facility in Eastman Georgia. The action arises from the shooting death outside of the facility of a woman that worked for our cleaning contractor that cleaned the nursing home. The woman was shot by her former boyfriend who then committed suicide. The incident occurred in December 2019 when the facility was operated by a third-party operator who was in receivership. We do not believe there is any basis in law or fact to hold the owner of the real estate liable, and as a result management has concluded that the likelihood of a material adverse result is remote. In re: Providence HR, LLC v. CRM of Warrenton, LLC, United States Bankruptcy Court, Middle District of Georgia, Macon Division, Case No. 21-50201 In re: ALT/WARR, LLC v. CRM of Sparta, LLC, United States Bankruptcy Court, Middle District of Georgia, Macon Division, Case No. 21-50200 These are companion cases arising out of the Company’s election to terminate the operating leases on the Company’s two facilities in Warrenton and Sparta, Georgia. The Company served a Notice of Termination on each facility and in response the lease operators filed voluntary petitions under Chapter 11 of the US Bankruptcy Code. The Company filed Motions for Relief from Stay which was heard by the Court on March 22, 2021. By Order of the Court, the hearing was continued to May 25, 2021. The Court entered an interim Order requiring the lease operators to comply with their leases, including payment of rent, pending the next hearing. In June 2021, the Court entered an Order approving a Lease Termination Agreement, Operations Transfer Agreement and Interim Management Agreement which had been negotiated by the Company and the two operating tenants, CRM of Warrenton, LLC and CRM of Sparta, LLC. The Lease Termination Agreement and Operations Transfer Agreement became effective upon the granting of a new License by the State of Georgia for the Warrenton and Sparta facilities to two newly formed wholly owned operating subsidiaries of the Company: Selectis Sparta, LLC and Selectis Warrenton, LLC. High Street Nursing, LLC v. Ohio Department of Health, Court of Common Pleas, Franklin County, Ohio, Case No. 21 CV 6559. The Company brought this action through its wholly owned subsidiary High Street Nursing, LLC (“High Street”) against the Ohio Department of Health (ODH) to prevent the Department of Health from revoking the state issued license covering the Meadowview skilled nursing facility located in Seville, Ohio. The facility is owned by High Street and was leased to a third-party operator who abandoned the facility. The Department of Health is trying to revoke the license of the former operator and has refused our request to transfer the license to a new operator controlled by the Company. Our Motion for Temporary Injunction was denied by the Court. We have subsequently filed a Motion for Preliminary and Permanent Injunction which is pending. Our claims against the Department of Health are based upon our property interests in the facility and raise issues of unlawful condemnation and eminent domain. No prediction can be made regarding the outcome of this matter; but the Company will pursue the ODH to the fullest extent. In the Matter of Hunter The Company received a spoliation letter from an attorney dated October 8, 2021, advising of the intent to assert a personal injury claim against our operating subsidiary Glen Eagle Health & Rehab, LLC which operates our skilled nursing facility in Abbeville, Georgia. We have been provided no further information, but after reviewing the information we believe at this time that the likelihood of an adverse outcome is remote. Edwards Redeemer Property Holdings, LLC, et.al. v. Buildstrong Roofing and Construction, Inc.,et.al. District Court of and for Tulsa County, Oklahoma, Case No. CJ-202 This Company brought this action against a contractor that performed work at our Park Place facility in Oklahoma City and our Southern Hills SNF in Tulsa. The claims are based upon negligence and breach of contract for subpar work due to defects in materials, workmanship and Buildstrong not providing services for which they received payment. The case is pending. Tara Gaspar, et.al v. GL Nursing, LLC, et.al., Circuit Court of Lonoke County, Arkansas, Civil Division, Case. No. 43CV-21-864. This case is a personal injury action in which our subsidiary GL Nursing, LLC was joined as a defendant because it is the owner of the property leased to an operating tenant. The action is based upon quality of care over which we had no control. We believe that our risk of a material adverse outcome is remote. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On July 1, 2022 the Board of Directors appointed David Furstenberg to serve on the Board of Directors for the Company. On July 25, 2022 the Board of Directors approved and adopted the following committee charters and policies: Audit Committee Charter, Nominating and Governance Committee, Charter Compensation Committee, Charter Code of Conduct and Ethics Policy, Document Retention Policy, and Whistleblower Policy. On August 19 th |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and in conjunction with the rules and regulations of the Securities Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary to make the consolidated financial statements not misleading have been included. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the entire year. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission. In May 2021, the board of directors of the Company approved a one-for-10 reverse stock split of the Company’s issued and outstanding shares of common stock. On September 21, 2021, the Company filed Amendment No. 1 to its Second Amended and Restated Articles of Incorporation reflecting the reverse split and name change. This took effect on September 22, 2021 upon approval from FINRA. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto, and elsewhere in this Form 10-Q, have been retroactively adjusted for the reverse stock split as if such reverse stock split occurred on the first day of the first period presented. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2022. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. |
Earnings per Share | Earnings per Share Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution. Diluted earnings per share are based on the assumption that all dilutive options and warrants were converted or exercised by applying the treasury stock method and that all convertible preferred stock were converted into common shares by applying the if-converted method. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period or at the time of issuance, if later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, the preferred dividends applicable to convertible preferred stock are added back to the numerator. The convertible preferred stock is assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator. We calculate basic earnings per share by dividing net income attributable to common stockholders (the “numerator”) by the weighted average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding options, warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible preferred stock outstanding, except where the impact would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share: SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE Six Months Ended Three Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator for basic earnings per share: Net Income (Loss) Attributable to Selectis Health, Inc. $ 1,256,604 $ (430,724 ) $ 1,027,925 $ (678,780 ) Series D Preferred Dividends - (15,000 ) - (7,500 ) Net Income (Loss) Attributable to Common Stockholders - Basic $ 1,256,604 $ (445,724 ) $ 1,027,925 $ (686,280 ) Numerator for diluted earnings per share: Net Income (Loss) Attributable to Common Stockholders $ 1,256,604 $ (445,724 ) $ 1,027,925 $ (686,280 ) Series D Preferred Dividends - 15,000 - 7,500 Net Income (Loss) Attributable to Common Stockholders - Diluted 1,256,604 (430,724 ) 1,027,925 (678,780 ) Denominator for basic earnings per share: Weighted Average Common Shares Outstanding $ 2,998,361 $ 2,687,918 $ 3,054,627 $ 2,689,184 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 2,998,361 2,687,918 3,054,627 2,689,184 Effect of dilutive securities: Issuance of stock options 56,266 - - - Exercise of warrants - - - - Weighted Average Common Shares Outstanding - Diluted $ 3,054,627 $ 2,687,918 $ 3,054,627 $ 2,689,184 Net Income (Loss) per Share Attributable to Common Stockholders: Basic $ 0.41 $ (0.17 ) $ 0.34 $ (0.26 ) Diluted $ 0.41 $ (0.17 ) $ 0.34 $ (0.26 ) |
Fair Value Measurements | Fair Value Measurements The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company has no financial assets or financial liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2022. Our consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts receivable, restricted cash, accounts payable, debt and lease security deposit. We consider the carrying values of our short-term financial instruments to approximate fair value because they generally expose the Company to limited credit risk, because of the short period of time between origination of the financial assets and liabilities and their expected settlement, or because of their proximity to acquisition date fair values. The carrying value of debt approximates fair value based on borrowing rates currently available for debt of similar terms and maturities. Upon acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price based on the fair value of the tangible assets and intangible assets, if any, acquired and any liabilities assumed based on Level 3 inputs. These Level 3 inputs can include comparable sales values, discount rates, and capitalization rates from a third-party appraisal or other market sources. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE | The following table sets forth the computation of basic and diluted earnings per share: SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE Six Months Ended Three Months Ended June 30, June 30, 2022 2021 2022 2021 Numerator for basic earnings per share: Net Income (Loss) Attributable to Selectis Health, Inc. $ 1,256,604 $ (430,724 ) $ 1,027,925 $ (678,780 ) Series D Preferred Dividends - (15,000 ) - (7,500 ) Net Income (Loss) Attributable to Common Stockholders - Basic $ 1,256,604 $ (445,724 ) $ 1,027,925 $ (686,280 ) Numerator for diluted earnings per share: Net Income (Loss) Attributable to Common Stockholders $ 1,256,604 $ (445,724 ) $ 1,027,925 $ (686,280 ) Series D Preferred Dividends - 15,000 - 7,500 Net Income (Loss) Attributable to Common Stockholders - Diluted 1,256,604 (430,724 ) 1,027,925 (678,780 ) Denominator for basic earnings per share: Weighted Average Common Shares Outstanding $ 2,998,361 $ 2,687,918 $ 3,054,627 $ 2,689,184 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 2,998,361 2,687,918 3,054,627 2,689,184 Effect of dilutive securities: Issuance of stock options 56,266 - - - Exercise of warrants - - - - Weighted Average Common Shares Outstanding - Diluted $ 3,054,627 $ 2,687,918 $ 3,054,627 $ 2,689,184 Net Income (Loss) per Share Attributable to Common Stockholders: Basic $ 0.41 $ (0.17 ) $ 0.34 $ (0.26 ) Diluted $ 0.41 $ (0.17 ) $ 0.34 $ (0.26 ) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | The gross carrying amount and accumulated depreciation of the Company’s property and equipment as of June 30, 2022, and December 31, 2021, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT June 30, 2022 December 31, 2021 Land $ 1,778,250 $ 1,778,250 Land Improvements 329,055 329,055 Buildings and Improvements 44,647,344 44,574,401 Furniture, Fixtures and Equipment 2,340,444 2,322,297 Property and Equipment, Gross 49,095,093 49,004,003 Less Accumulated Depreciation (11,314,448 ) (10,419,411 ) Less Impairment (1,560,000 ) (1,560,000 ) Property and Equipment, Net $ 36,220,645 $ 37,024,592 For the Six Months Ended June 30, 2022 2021 Depreciation Expense (excluding Intangible Assets) $ 895,037 $ 1,733,349 Cash Paid for Capital Expenditures $ 91,090 $ 519,575 |
INVESTMENTS IN DEBT SECURITIES
INVESTMENTS IN DEBT SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES | At June 30, 2022 and December 31, 2021, the Company held investments in debt securities that were classified as held-to-maturity and carried at amortized costs. Held-to-maturity securities consisted of the following: SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES June 30, 2022 December 31, 2021 States and Municipalities $ 24,387 $ 24,387 |
DEBT AND DEBT - RELATED PARTI_2
DEBT AND DEBT - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT INSTRUMENTS | The following is a summary of the Company’s debt outstanding as of June 30, 2022, and December 31, 2021: SCHEDULE OF DEBT INSTRUMENTS June 30, 2022 December 31, 2021 Senior Secured Promissory Notes $ 1,305,000 $ 1,305,000 Senior Secured Promissory Notes - Related Parties 750,000 750,000 Fixed-Rate Mortgage Loans 30,849,123 31,407,503 Variable-Rate Mortgage Loans 4,967,589 5,063,841 Other Debt, Subordinated Secured 741,000 741,000 Other Debt, Subordinated Secured - Related Parties 150,000 150,000 Other Debt, Subordinated Secured - Seller Financing 76,494 93,251 Debt Instrument, Gross 38,839,206 39,510,595 Unamortized Discount and Debt Issuance Costs (1,243,071 ) (1,243,071 ) Debt Instrument, Net of Discount $ 37,596,135 $ 38,267,524 As presented in the Consolidated Balance Sheets: Current Maturities of Long Term Debt, Net $ 9,807,899 $ 6,312,562 Short term debt – Related Parties, Net 150,000 150,000 Debt, Net 26,882,772 31,054,962 Debt - Related Parties, Net 750,000 750,000 |
SCHEDULE OF MORTGAGE LOAN DEBT | SCHEDULE OF MORTGAGE LOAN DEBT Number of Total Face Total Principal Outstanding as of State Properties Amount June 30, 2022 December 31, 2021 Arkansas (1) 1 $ 5,000,000 $ 3,978,324 $ 4,058,338 Georgia (2) 5 $ 17,765,992 $ 16,198,449 $ 16,581,232 Ohio 1 $ 3,000,000 $ 2,728,599 $ 2,728,599 Oklahoma (3) 6 $ 12,129,769 $ 11,669,805 $ 11,823,385 13 $ 37,895,761 $ 34,575,177 $ 35,191,554 (1) The mortgage loan collateralized by this property is 80 0.25 81,886 (2) The Company has refinanced two of its mortgages that would have matured in June and October of 2021 amounting to $ 2,961,167 3,289,595 (3) The Company refinanced all three mortgages in July 2021, that would have matured in June and July of 2021 amounting to $ 2,065,969 750,000 500,000 June, 2027 35 2.38 |
SCHEDULE OF OTHER DEBT | SCHEDULE OF OTHER DEBT Principal Outstanding at Stated Interest Property Face Amount June 30, 2022 December 31, 2021 Rate Maturity Date Goodwill Nursing Home $ 2,030,000 $ 741,000 $ 741,000 13% Fixed December 31, 2019 Goodwill Nursing Home – Related Party $ 150,000 $ 150,000 $ 150,000 13% Fixed December 31, 2019 Higher Call Nursing Center $ 150,000 $ 76,494 $ 93,251 8% Fixed April 1, 2024 $ 967,494 $ 984,251 |
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS | SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS Principal Outstanding at Stated Interest Series Face Amount June 30, 2022 December 31,2021 Rate Maturity Date 10% Senior Secured Promissory Notes 1,670,000 1,305,000 1,670,000 10.0% Fixed June 30, 2024 11% Senior Secured Promissory Notes – Related Party 975,000 975,000 975,000 10.0% Fixed June 30, 2024 $ 2,280,000 $ 2,645,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY | SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY June 30, 2022 Number of Weighted Average Exercise Price Beginning Balance 206,000 $ 5 Exercised - Expired - - Ending Balance 206,000 $ 5 |
OTHER CURRENT LIABILITY (Tables
OTHER CURRENT LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITY | SCHEDULE OF OTHER CURRENT LIABILITY Period Balance at December 31, 2021 $ 931,446 February 2022 Recoupments (246,425 ) March 2022 Recoupment (339,474 ) April 2022 Recoupment (257,525 ) May 2022 Recoupment (88,022 ) Recoupment (88,022 ) Balance at June 30, 2022 $ - |
FACILITY LEASES (Tables)
FACILITY LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
SCHEDULE OF LEASING ARRANGEMENTS | The following table summarizes our leasing arrangements related to the Company’s healthcare facilities at June 30, 2022: SCHEDULE OF LEASING ARRANGEMENTS Monthly Lease Facility Income (1) Lease Expiration Renewal Option if any Goodwill (1) $ 48,125 February 1, 2027 Term may be extended for one additional five-year term (1) The lease became effective on February 1, 2017, and the facility began generating rental revenue thereafter. |
SCHEDULE OF FUTURE CASH PAYMENTS FOR RENT RECEIVED DURING INITIAL TERM OF LEASE | Future cash payments for rent to be received during the initial terms of the leases for the next five years and thereafter are as follows: SCHEDULE OF FUTURE CASH PAYMENTS FOR RENT RECEIVED DURING INITIAL TERM OF LEASE Years Ending June 30, 2022 $ 313,740 2023 635,026 2024 643,401 2025 651,954 2026 660,665 2027 and Thereafter 55,116 Total $ 2,959,902 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Cash flow from operating activities | $ 101,420 | $ (642,389) | ||||
Working capital deficit | $ 5,700,000 | 5,700,000 | ||||
Profit loss | 1,027,925 | $ 228,679 | $ (678,780) | $ 258,706 | 1,256,604 | $ (420,074) |
Management [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Working capital deficit | $ 5,700,000 | $ 5,700,000 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net Income (Loss) per Share Attributable to Common Stockholders: | ||||
Net Income (Loss) Attributable to Selectis Health, Inc. | $ 1,027,925 | $ (678,780) | $ 1,256,604 | $ (430,724) |
Series D Preferred Dividends | (7,500) | (15,000) | ||
Net Income (Loss) Attributable to Common Stockholders - Basic | 1,027,925 | (686,280) | 1,256,604 | (445,724) |
Numerator for diluted earnings per share: | ||||
Net Income (Loss) Attributable to Common Stockholders | 1,027,925 | (686,280) | 1,256,604 | (445,724) |
Series D Preferred Dividends | 7,500 | 15,000 | ||
Net Income (Loss) Attributable to Common Stockholders - Diluted | $ 1,027,925 | $ (678,780) | $ 1,256,604 | $ (430,724) |
Denominator for diluted earnings per share: | ||||
Weighted Average Common Shares Outstanding - Basic | 3,054,627 | 2,689,184 | 2,998,361 | 2,687,918 |
Issuance of stock options | 56,266 | |||
Exercise of warrants | ||||
Weighted Average Common Shares Outstanding - Diluted | 3,054,627 | 2,689,184 | 3,054,627 | 2,687,918 |
Basic | $ 0.34 | $ (0.26) | $ 0.41 | $ (0.17) |
Diluted | $ 0.34 | $ (0.26) | $ 0.41 | $ (0.17) |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 49,095,093 | $ 49,004,003 | |
Less Accumulated Depreciation | (11,314,448) | (10,419,411) | |
Less Impairment | (1,560,000) | (1,560,000) | |
Property and Equipment, Net | 36,220,645 | 37,024,592 | |
Depreciation Expense (excluding Intangible Assets) | 895,037 | $ 1,733,349 | |
Cash Paid for Capital Expenditures | 91,090 | $ 519,575 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 1,778,250 | 1,778,250 | |
Land Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 329,055 | 329,055 | |
Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 44,647,344 | 44,574,401 | |
Furniture Fixtures and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 2,340,444 | $ 2,322,297 |
SCHEDULE OF INVESTMENTS IN MARK
SCHEDULE OF INVESTMENTS IN MARKETABLE SECURITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
State and Municipal [Member] | ||
Held-to-maturity securities | $ 24,387 | $ 24,387 |
INVESTMENTS IN DEBT SECURITIE_2
INVESTMENTS IN DEBT SECURITIES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Held-to-maturity securities due in one year or less | $ 24,387 | |
Held-to-maturity fair value | $ 24,387 |
SCHEDULE OF DEBT INSTRUMENTS (D
SCHEDULE OF DEBT INSTRUMENTS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | $ 38,839,206 | $ 39,510,595 |
Unamortized Discount and Debt Issuance Costs | (1,243,071) | (1,243,071) |
Debt Instrument, Net of Discount | 37,596,135 | 38,267,524 |
Current Maturities of Long Term Debt, Net | 9,807,899 | 6,312,562 |
Short term debt – Related Parties, Net | 150,000 | 150,000 |
Debt, Net | 26,882,772 | 31,054,962 |
Debt - Related Parties, Net | 750,000 | 750,000 |
Senior Secured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | 1,305,000 | 1,305,000 |
Senior Secured Promissory Notes Related Parties [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | 750,000 | 750,000 |
Fixed Rate Mortgage Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | 30,849,123 | 31,407,503 |
Variable Rate Mortgage Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | 4,967,589 | 5,063,841 |
Other Debt Subordinated Secured [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | 741,000 | 741,000 |
Other Debt Subordinated Secured Related Parties [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | 150,000 | 150,000 |
Other Debt Subordinated Secured Seller Financing [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Gross | $ 76,494 | $ 93,251 |
SCHEDULE OF MORTGAGE LOAN DEBT
SCHEDULE OF MORTGAGE LOAN DEBT (Details) - Mortgage Loans [Member] | Jun. 30, 2022 USD ($) Integer | Dec. 31, 2021 USD ($) | |
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 13 | ||
Face Amount | $ 37,895,761 | ||
Long-term Debt, Gross | $ 34,575,177 | $ 35,191,554 | |
ARKANSAS | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | [1] | 1 | |
Face Amount | [1] | $ 5,000,000 | |
Long-term Debt, Gross | [1] | $ 3,978,324 | 4,058,338 |
GEORGIA | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | [2] | 5 | |
Face Amount | [2] | $ 17,765,992 | |
Long-term Debt, Gross | [2] | $ 16,198,449 | 16,581,232 |
OHIO | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 1 | ||
Face Amount | $ 3,000,000 | ||
Long-term Debt, Gross | $ 2,728,599 | 2,728,599 | |
OKLAHOMA | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | [3] | 6 | |
Face Amount | [3] | $ 12,129,769 | |
Long-term Debt, Gross | [3] | $ 11,669,805 | $ 11,823,385 |
[1] The mortgage loan collateralized by this property is 80 0.25 81,886 2,961,167 3,289,595 2,065,969 750,000 500,000 June, 2027 35 2.38 |
SCHEDULE OF MORTGAGE LOAN DEB_2
SCHEDULE OF MORTGAGE LOAN DEBT (Details) (Parenthetical) - USD ($) | 1 Months Ended | 6 Months Ended |
Jul. 31, 2021 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Repayment on mortgage loan | $ 81,886 | |
Mortgage one | $ 2,065,969 | 2,961,167 |
Mortgage two | 750,000 | $ 3,289,595 |
Mortgage three | $ 500,000 | |
Maturity date | Jun. 30, 2027 | |
Debt instrument term | 35 years | |
Interest rate | 2.38% | |
Mortgage Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Mortgage loan description | The mortgage loan collateralized by this property is 80% guaranteed by the USDA and requires an annual renewal fee payable in the amount of 0.25% of the USDA guaranteed portion of the outstanding principal balance as of December 31 of each year | |
USDA guaranteed rate | 80% | |
Annual renewal fee payable | 0.25% |
SCHEDULE OF OTHER DEBT (Details
SCHEDULE OF OTHER DEBT (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Debt, Principal Outstanding | $ 2,280,000 | $ 2,645,000 | |
Debt, Maturity Date | Jun. 30, 2027 | ||
Other Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt, Principal Outstanding | 967,494 | 984,251 | |
Goodwill Nursing Home [Member] | Other Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt, Face Amount | 2,030,000 | ||
Debt, Principal Outstanding | $ 741,000 | 741,000 | |
Debt, Interest Rate | 13% Fixed | ||
Debt, Maturity Date | Dec. 31, 2019 | ||
Goodwill Nursing Home - Related Party [Member] | Other Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt, Face Amount | $ 150,000 | ||
Debt, Principal Outstanding | $ 150,000 | 150,000 | |
Debt, Interest Rate | 13% Fixed | ||
Debt, Maturity Date | Dec. 31, 2019 | ||
Higher Call Nursing Center [Member] | Other Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt, Face Amount | $ 150,000 | ||
Debt, Principal Outstanding | $ 76,494 | $ 93,251 | |
Debt, Interest Rate | 8% Fixed | ||
Debt, Maturity Date | Apr. 01, 2024 |
SCHEDULE OF UNSECURED NOTES AND
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Debt, Principal Outstanding | $ 2,280,000 | $ 2,645,000 | |
Debt, Maturity Date | Jun. 30, 2027 | ||
10% Senior Secured Promissory Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt, Face Amount | 1,670,000 | ||
Debt, Principal Outstanding | $ 1,305,000 | 1,670,000 | |
Debt, Interest Rate | 10.0% Fixed | ||
Debt, Maturity Date | Jun. 30, 2024 | ||
11% Senior Secured Promissory Notes Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Debt, Face Amount | $ 975,000 | ||
Debt, Principal Outstanding | $ 975,000 | $ 975,000 | |
Debt, Interest Rate | 10.0% Fixed | ||
Debt, Maturity Date | Jun. 30, 2024 |
DEBT AND DEBT - RELATED PARTI_3
DEBT AND DEBT - RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt instrument term | 35 years | ||
Repayments of other debt | $ 962,900 | ||
Payments to acquire life insurance policies | 581,393 | ||
Debt instrument interest rate | 2.38% | ||
Maturity date | Jun. 30, 2027 | ||
Incremental increase in fair value of debt discount | $ 844,425 | ||
Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 1 year 8 months 1 day | ||
Maturity date | Oct. 31, 2021 | Oct. 31, 2021 | |
Debt instrument extended maturity date | Jun. 30, 2023 | ||
Senior Secured Notes [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 10% | 10% | |
Senior Secured Notes [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 11% | 11% | |
Fixed Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt weighted average interest rate | 3.55% | ||
Debt instrument term | 15 years 3 months 7 days | ||
Variable Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt weighted average interest rate | 5.90% | ||
Debt instrument term | 16 years 1 month 9 days |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | 206,000 |
Weighted Average Exercise Price, Beginning Balance | $ 5 |
Weighted Average Exercise Price, Exercised | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | |
Number of Warrants, Ending Balance | shares | 206,000 |
Weighted Average Exercise Price, Ending Balance | $ 5 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, dividend paid | $ 22,500 | ||
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Warrants to purchase common stock | 206,000 | 206,000 | |
Weighted average exercise price | $ 5 | $ 5 | |
Common stock warrants term | 2 months 8 days | 11 months 4 days | |
Aggregate intrinsic value of common stock warrants outstanding | $ 360,052 | $ 355,877 | |
Dividend Declared [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock dividend declared | 15,000 | ||
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, dividend paid | $ 15,000 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITY (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Balance at December 31, 2021 | $ 931,446 |
Balance at June 30, 2022 | |
February 2022 Recoupments [Member] | |
Recoupment | (246,425) |
March 2022 Recoupments [Member] | |
Recoupment | (339,474) |
April 2022 Recoupments [Member] | |
Recoupment | (257,525) |
May 2022 Recoupments [Member] | |
Recoupment | $ (88,022) |
OTHER CURRENT LIABILITY (Detail
OTHER CURRENT LIABILITY (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Other current liability | $ 931,446 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - Mr. Neuman [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 0 | $ 21,571 |
Repayments of related party debt | $ 47,043 | $ 158,392 |
SCHEDULE OF LEASING ARRANGEMENT
SCHEDULE OF LEASING ARRANGEMENTS (Details) - Goodwill [Member] | 6 Months Ended | |
Jun. 30, 2022 USD ($) | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Monthly lease income | $ 48,125 | [1] |
Lease expiration date | Feb. 01, 2027 | |
Lease renewal option | Term may be extended for one additional five-year term | |
[1]The lease became effective on February 1, 2017, and the facility began generating rental revenue thereafter. |
SCHEDULE OF FUTURE CASH PAYMENT
SCHEDULE OF FUTURE CASH PAYMENTS FOR RENT RECEIVED DURING INITIAL TERM OF LEASE (Details) | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 313,740 |
2023 | 635,026 |
2024 | 643,401 |
2025 | 651,954 |
2026 | 660,665 |
2027 and Thereafter | 55,116 |
Total | $ 2,959,902 |