Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Aug. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 3,054,587 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,157,413 | $ 1,420,200 |
Accounts Receivable, Net | 2,851,538 | 2,904,741 |
Prepaid Expenses and Other Current Assets | 1,175,809 | 637,680 |
Employee Retention Credits Receivable | 6,350,533 | |
Total Current Assets | 11,535,293 | 4,962,621 |
Long Term Assets: | ||
Restricted Cash | 1,042,330 | 996,400 |
Property and Equipment, Net | 35,057,898 | 35,454,113 |
Goodwill | 1,076,908 | 1,076,908 |
Total Assets | 48,712,429 | 42,490,042 |
Liabilities: | ||
Accounts Payable and Accrued Liabilities | 5,228,731 | 3,644,001 |
Dividends Payable | 8,100 | 7,500 |
Current Maturities of Long-Term Debt, Net of Discount of $180,055 and $257,222, respectively | 3,933,555 | 2,296,830 |
Total Current Liabilities | 10,070,386 | 6,848,331 |
Debt, Net of Discount of $536,542 and $553,775, respectively | 33,378,644 | 34,397,488 |
Lease Security Deposit | 292,888 | 291,388 |
Total Liabilities | 43,741,918 | 41,537,207 |
Commitments and Contingencies | ||
Equity: | ||
Common Stock - $0.05 Par Value; 800,000,000 Shares Authorized, 3,054,587 and 3,054,587 Shares Issued and Outstanding at March 31, 2023 and December 31, 2022, respectively | 152,728 | 152,728 |
Additional Paid-In Capital | 13,768,300 | 13,768,300 |
Accumulated Deficit | (9,726,517) | (13,744,193) |
Total Selectis Health, Inc. Stockholders’ Equity | 4,970,511 | 952,835 |
Total Liabilities and Equity | 48,712,429 | 42,490,042 |
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 |
Related Party [Member] | ||
Liabilities: | ||
Short-Term Debt – Related Parties | $ 900,000 | $ 900,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Long term debt, net of discount, current | $ 180,055 | $ 257,222 |
Long term debt, net of discount, non current | $ 536,542 | $ 553,775 |
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 3,054,587 | 3,054,587 |
Common stock, shares outstanding | 3,054,587 | 3,054,587 |
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 | $ 10 | $ 10 |
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 |
Preferred stock, dividend rate, percentage | 8% | 8% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Total Revenue | $ 9,605,671 | $ 10,091,006 |
Expenses | ||
Property Taxes, Insurance and Other Operating | 8,509,271 | 6,961,903 |
General and Administrative | 2,204,846 | 1,811,517 |
Provision for Bad Debts | 423,180 | 253,963 |
Depreciation | 438,730 | 447,687 |
Total Expenses | 11,576,027 | 9,475,070 |
(Loss) Income from Operations | (1,970,356) | 615,936 |
Other Expense | ||
Loss on Extinguishment of Debt | 46,466 | |
Interest Expense, net | 518,299 | 382,312 |
Income from Employee Retention Credits | (6,350,533) | |
Other Income | (163,298) | (41,521) |
Total Other (Income) Expense | (5,995,532) | 387,257 |
Net Income | 4,025,176 | 228,679 |
Series D Preferred Dividends | (7,500) | |
Net Income Attributable to Common Stockholders | $ 4,017,676 | $ 228,679 |
Net Income per Share Attributable to Common Stockholders: | ||
Basic | $ 1.32 | $ 0.07 |
Diluted | $ 1.32 | $ 0.07 |
Weighted Average Common Shares Outstanding: | ||
Basic | 3,054,587 | 3,052,769 |
Diluted | 3,054,587 | 3,052,769 |
Rental [Member] | ||
Revenue | ||
Total Revenue | $ 157,789 | $ 154,194 |
Health Care [Member] | ||
Revenue | ||
Total Revenue | 8,627,949 | 9,367,854 |
Healthcare Grant Revenue [Member] | ||
Revenue | ||
Total Revenue | $ 819,933 | $ 568,958 |
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] | Total |
Balance, at Dec. 31, 2021 | $ 401,000 | $ 375,000 | $ 150,168 | $ 13,494,394 | $ (11,318,380) | $ 3,102,182 |
Balance, shares at Dec. 31, 2021 | 200,500 | 2,998,362 | ||||
Net Income | 228,679 | 228,679 | ||||
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 | ||||
Balance, at Mar. 31, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (11,089,701) | 3,632,327 |
Balance, shares at Mar. 31, 2022 | 200,500 | 375,000 | 3,054,588 | |||
Balance, at Dec. 31, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,768,300 | (13,744,193) | 952,835 |
Balance, shares at Dec. 31, 2022 | 200,500 | 375,000 | 3,054,587 | |||
Series D Preferred Dividends | (7,500) | (7,500) | ||||
Net Income | 4,025,176 | 4,025,176 | ||||
Balance, at Mar. 31, 2023 | $ 401,000 | $ 375,000 | $ 152,728 | $ 13,768,300 | $ (9,726,517) | $ 4,970,511 |
Balance, shares at Mar. 31, 2023 | 200,500 | 375,000 | 3,054,587 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net Income | $ 4,025,176 | $ 228,679 |
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: | ||
Other Income from Partial Settlement of Debt | (40,346) | |
Other Income from Adjustment of Debt | (50,000) | |
Depreciation and Amortization | 438,730 | 447,687 |
Amortization of Deferred Loan Costs and Debt Discount | 94,398 | |
Provision for Bad Debt | 423,180 | 253,963 |
Changes in Operating Assets and Liabilities, Net of Assets and Liabilities Acquired: | ||
Accounts and Rents Receivable | (369,977) | (915,516) |
Prepaid Expenses and Other Assets | 135,801 | 108,059 |
Employee Retention Credit Receivables | (6,350,533) | |
Accounts Payable and Accrued Liabilities | 1,584,730 | (1,305,551) |
Lease Security Deposits | 1,500 | 5,499 |
Cash Used in Operating Activities | (66,995) | (1,217,526) |
Cash Flows From Investing Activities: | ||
Capital Expenditures for Property and Equipment | (42,515) | (64,192) |
Cash Used in Investing Activities | (42,515) | (64,192) |
Cash Flows From Financing Activities: | ||
Proceeds from Issuance of Debt, Non-Related Party | 501,006 | |
Payments on Debt, Non-Related Party | (601,453) | (353,811) |
Dividends Paid on Preferred Stock | (6,900) | |
Debt Discount – Warrants RP | 46,466 | |
Cash Used in Financing Activities | (107,347) | (307,345) |
Net Decrease in Cash, Cash Equivalents and Restricted Cash | (216,857) | (1,589,063) |
Cash and Cash Equivalents and Restricted Cash at Beginning of the Period | 2,416,600 | 4,793,101 |
Cash and Cash Equivalents and Restricted Cash at End of the Period | 2,199,743 | 3,204,038 |
Supplemental Disclosure of Cash Flow Information | ||
Cash Paid for Interest | 423,900 | 382,312 |
Cash and Cash Equivalents | 1,157,413 | 2,310,526 |
Restricted Cash | 1,042,330 | 893,512 |
Total Cash and Cash Equivalents and Restricted Cash | 2,199,743 | 3,204,038 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Dividends Declared on Series D Preferred Stock | 7,500 | 7,500 |
Financing of Insurance Premiums | $ 673,930 | $ 581,393 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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 (“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. In September 2021, the Company rebranded to Selectis Health, Inc., from Global Healthcare REIT, Inc. to better align with the current and future business model, which is to own and operate its facilities. The Company acquires, develops, leases and manages 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 three months ended March 31, 2023 the Company had negative operating cash flows of $ 66,995 1.3 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed 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 three months ended March 31, 2023, 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, 2022, filed with the Securities and Exchange Commission. 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 In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument The FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2023. 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. 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 2023 2022 Three Months Ended March 31, 2023 2022 Numerator for basic earnings per share: Net Income Attributable to Selectis Health, Inc. $ 4,025,176 $ 228,679 Series D Preferred Dividends (7,500 ) - Net Income Attributable to Common Stockholders - Basic $ 4,017,676 $ 228,679 Numerator for diluted earnings per share: Net Income Attributable to Common Stockholders $ 4,025,176 $ 228,679 Series D Preferred Dividends (7,500 ) - Net Income Attributable to Common Stockholders - Diluted $ 4,017,676 $ 228,679 Denominator for basic earnings per share: Weighted Average Common Shares Outstanding 3,054,587 3,052,769 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 3,054,587 3,052,769 Effect of dilutive securities: Conversion of preferred shares - - Exercise of warrants - - Weighted Average Common Shares Outstanding - Diluted 3,054,587 3,052,769 Net Income per Share Attributable to Common Stockholders: Basic $ 1.32 $ 0.07 Diluted $ 1.32 $ 0.07 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 March 31, 2023 and December 31, 2022. The carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. 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. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | 3. OTHER CURRENT ASSETS The CARES Act provides an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes of up to $ 5,000 50 10,000 70 10,000 6,350,533 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET The gross carrying amount and accumulated depreciation of the Company’s property and equipment as of March 31, 2023, and December 31, 2022, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT March 31, 2023 December 31, 2022 Land $ 1,778,250 $ 1,778,250 Land Improvements 329,055 329,055 Buildings and Improvements 44,659,921 44,659,921 Furniture, Fixtures and Equipment 2,501,653 2,459,138 Property and Equipment, gross 49,268,879 49,226,364 Less: Accumulated Depreciation (12,650,981 ) (12,212,251 ) Less: Impairment (1,560,000 ) (1,560,000 ) Property and Equipment, net $ 35,057,898 $ 35,454,113 2023 2022 For the Three Months Ended March 31, 2023 2022 Depreciation Expense (excluding Intangible Assets) $ 438,730 $ 447,687 |
DEBT AND DEBT - RELATED PARTIES
DEBT AND DEBT - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, and December 31, 2022: SCHEDULE OF DEBT AND DEBT - RELATED PARTIES March 31, 2023 December 31, 2022 Senior Secured Promissory Notes $ 975,000 $ 1,025,000 Senior Secured Promissory Notes - Related Parties 750,000 750,000 Fixed-Rate Mortgage Loans 30,315,774 30,568,677 Variable-Rate Mortgage Loans 4,828,637 4,879,462 Other Debt, Subordinated Secured 1,242,006 741,000 Other Debt, Subordinated Secured - Related Parties 150,000 150,000 Other Debt, Subordinated Secured - Seller Financing 46,106 56,051 Financed Insurance Premiums 621,274 235,125 Debt and Debt – Related Parties, Gross 38,928,797 38,405,315 Unamortized Discount and Debt Issuance Costs (716,598 ) (810,997 ) Debt and Debt – Related Parties, Net of Discount $ 38,212,199 $ 37,594,318 As presented in the Consolidated Balance Sheets: Current Maturities of Long-Term Debt, Net $ 3,933,555 $ 2,296,830 Short term debt – Related Parties, Net 900,000 900,000 Long-Term Debt, Net 33,378,644 34,397,488 The weighted average interest rate and term of our fixed rate debt are 3.84 12.79 5.90 14.87 Corporate Senior and Senior Secured Promissory Notes As of March 31, 2023, and December 31, 2022, the senior secured notes are subject to annual interest of 10 October 31, 2021 June 30, 2023 1.67 844,425 1.5 On March 29, 2023, the Company entered into a short-term secured promissory note of $ 501,006 6.75 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 Total Principal Outstanding as of State Number of Properties Total Face Amount March 31, December 31, Arkansas (1) 1 $ 5,000,000 $ 3,868,180 $ 3,910,767 Georgia 5 $ 17,765,992 $ 13,166,889 $ 16,019,874 Ohio 1 $ 3,000,000 $ 5,334,687 $ 2,649,400 Oklahoma 6 $ 13,181,325 $ 12,774,655 $ 12,868,098 13 $ 38,947,317 $ 35,144,411 $ 35,448,139 (1) The mortgage loan collateralized by this property is 80 0.25 42,587 Subordinated, Corporate and Other Debt Other debt due at March 31, 2023 and December 31, 2022 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 Total Principal Outstanding as of Property Face March 31, December 31,2022 Stated Interest Rate Maturity Date Goodwill Nursing Home $ 2,030,000 $ 741,000 $ 741,000 13% Fixed 1-Apr-24 Goodwill Nursing Home 501,006 501,006 - 6.75% Fixed 5-July-23 Goodwill Nursing Home – Related Party 150,000 150,000 150,000 13% Fixed 30-Nov-25 Higher Call Nursing Center (1) 150,000 46,106 56,051 8% Fixed 1-Apr-24 $ 2,831,006 $ 1,438,112 $ 947,051 (1) In connection with the acquisition of Higher Call, the Company executed a promissory note in favor of the Seller, Higher Call Nursing Center, Inc., in the principal amount of $ 150,000 8 The Company’s corporate debt as of March 31, 2023, and December 31, 2022 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 Total Principal Outstanding as of Series Face Amount March 31, December 31, Stated Interest Rate Maturity Date 10% Senior Secured Promissory Notes $ 1,255,000 $ 975,000 $ 1,025,000 10% Fixed 30-Jun-23 10% Senior Secured Promissory Notes – Related Party $ 750,000 750,000 750,000 10% Fixed 30-Jun-23 $ 2,005,000 $ 1,725,000 $ 1,775,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 6. STOCKHOLDERS’ EQUITY Preferred Stock During the three months ended March 31, 2023 and March 31, 2022, the Company paid $ 6,900 7,500 7,500 Common Stock For the three months ended March 31, 2023, the Company did not issue nor did it pay dividends on common stock. Common Stock Warrants As of March 31, 2023, and December 31, 2022, the Company had 206,000 5.00 1.75 0.5 0 SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY March 31, 2023 Number of Weighted Warrants Exercise Price Beginning Balance 206,000 $ 5.00 Exercised - - Expired - - Ending Balance 206,000 $ 5.00 |
FACILITY LEASES
FACILITY LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
FACILITY LEASES | 7. FACILITY LEASES The following table summarizes leasing arrangements related to the Company’s healthcare facilities at March 31, 2023: SCHEDULE OF LEASING ARRANGEMENTS Monthly Lease Facility Income (1) Lease Expiration Renewal Option if any Goodwill Hunting LLC (1) $ 48,924 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. Cumulative adjustments associated with the straight-line rent requirement are reflected in Prepaid Expenses and Other in the consolidated balance sheets and totaled $ 146,740 177,716 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 As of March 31, 2023 (remaining) $ 476,784 2024 $ 643,401 2025 651,954 2026 660,665 2027 55,116 Total $ 2,487,920 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES General and Professional Liability Insurance and Lawsuits The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may There is certain additional litigation incidental to our business, none Governmental Regulations Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after March 31, 2023 up through August 7, 2023, which is the date that the financial statements were available to be issued. There were no subsequent events which required adjustment or disclosure in the financial statements except the event described below. On June 28, 2023, the senior secured notes were extended to December 31, 2024 and as consideration the Company modified the outstanding warrants to extend the life an additional 1.5 The short-term secured promissory note for $ 501,006 September 5, 2023 7.5 The Company recognized $ 6,350,533 3,864,744 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed 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 three months ended March 31, 2023, 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, 2022, filed with the Securities and Exchange Commission. |
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 In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument The FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2023. 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. |
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 2023 2022 Three Months Ended March 31, 2023 2022 Numerator for basic earnings per share: Net Income Attributable to Selectis Health, Inc. $ 4,025,176 $ 228,679 Series D Preferred Dividends (7,500 ) - Net Income Attributable to Common Stockholders - Basic $ 4,017,676 $ 228,679 Numerator for diluted earnings per share: Net Income Attributable to Common Stockholders $ 4,025,176 $ 228,679 Series D Preferred Dividends (7,500 ) - Net Income Attributable to Common Stockholders - Diluted $ 4,017,676 $ 228,679 Denominator for basic earnings per share: Weighted Average Common Shares Outstanding 3,054,587 3,052,769 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 3,054,587 3,052,769 Effect of dilutive securities: Conversion of preferred shares - - Exercise of warrants - - Weighted Average Common Shares Outstanding - Diluted 3,054,587 3,052,769 Net Income per Share Attributable to Common Stockholders: Basic $ 1.32 $ 0.07 Diluted $ 1.32 $ 0.07 |
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 March 31, 2023 and December 31, 2022. The carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. 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) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Three Months Ended March 31, 2023 2022 Numerator for basic earnings per share: Net Income Attributable to Selectis Health, Inc. $ 4,025,176 $ 228,679 Series D Preferred Dividends (7,500 ) - Net Income Attributable to Common Stockholders - Basic $ 4,017,676 $ 228,679 Numerator for diluted earnings per share: Net Income Attributable to Common Stockholders $ 4,025,176 $ 228,679 Series D Preferred Dividends (7,500 ) - Net Income Attributable to Common Stockholders - Diluted $ 4,017,676 $ 228,679 Denominator for basic earnings per share: Weighted Average Common Shares Outstanding 3,054,587 3,052,769 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 3,054,587 3,052,769 Effect of dilutive securities: Conversion of preferred shares - - Exercise of warrants - - Weighted Average Common Shares Outstanding - Diluted 3,054,587 3,052,769 Net Income per Share Attributable to Common Stockholders: Basic $ 1.32 $ 0.07 Diluted $ 1.32 $ 0.07 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, and December 31, 2022, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT March 31, 2023 December 31, 2022 Land $ 1,778,250 $ 1,778,250 Land Improvements 329,055 329,055 Buildings and Improvements 44,659,921 44,659,921 Furniture, Fixtures and Equipment 2,501,653 2,459,138 Property and Equipment, gross 49,268,879 49,226,364 Less: Accumulated Depreciation (12,650,981 ) (12,212,251 ) Less: Impairment (1,560,000 ) (1,560,000 ) Property and Equipment, net $ 35,057,898 $ 35,454,113 2023 2022 For the Three Months Ended March 31, 2023 2022 Depreciation Expense (excluding Intangible Assets) $ 438,730 $ 447,687 |
DEBT AND DEBT - RELATED PARTI_2
DEBT AND DEBT - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT AND DEBT - RELATED PARTIES | The following is a summary of the Company’s debt outstanding as of March 31, 2023, and December 31, 2022: SCHEDULE OF DEBT AND DEBT - RELATED PARTIES March 31, 2023 December 31, 2022 Senior Secured Promissory Notes $ 975,000 $ 1,025,000 Senior Secured Promissory Notes - Related Parties 750,000 750,000 Fixed-Rate Mortgage Loans 30,315,774 30,568,677 Variable-Rate Mortgage Loans 4,828,637 4,879,462 Other Debt, Subordinated Secured 1,242,006 741,000 Other Debt, Subordinated Secured - Related Parties 150,000 150,000 Other Debt, Subordinated Secured - Seller Financing 46,106 56,051 Financed Insurance Premiums 621,274 235,125 Debt and Debt – Related Parties, Gross 38,928,797 38,405,315 Unamortized Discount and Debt Issuance Costs (716,598 ) (810,997 ) Debt and Debt – Related Parties, Net of Discount $ 38,212,199 $ 37,594,318 As presented in the Consolidated Balance Sheets: Current Maturities of Long-Term Debt, Net $ 3,933,555 $ 2,296,830 Short term debt – Related Parties, Net 900,000 900,000 Long-Term Debt, Net 33,378,644 34,397,488 |
SCHEDULE OF MORTGAGE LOAN DEBT | SCHEDULE OF MORTGAGE LOAN DEBT Total Principal Outstanding as of State Number of Properties Total Face Amount March 31, December 31, Arkansas (1) 1 $ 5,000,000 $ 3,868,180 $ 3,910,767 Georgia 5 $ 17,765,992 $ 13,166,889 $ 16,019,874 Ohio 1 $ 3,000,000 $ 5,334,687 $ 2,649,400 Oklahoma 6 $ 13,181,325 $ 12,774,655 $ 12,868,098 13 $ 38,947,317 $ 35,144,411 $ 35,448,139 (1) The mortgage loan collateralized by this property is 80 0.25 42,587 |
SCHEDULE OF OTHER DEBT | SCHEDULE OF OTHER DEBT Total Principal Outstanding as of Property Face March 31, December 31,2022 Stated Interest Rate Maturity Date Goodwill Nursing Home $ 2,030,000 $ 741,000 $ 741,000 13% Fixed 1-Apr-24 Goodwill Nursing Home 501,006 501,006 - 6.75% Fixed 5-July-23 Goodwill Nursing Home – Related Party 150,000 150,000 150,000 13% Fixed 30-Nov-25 Higher Call Nursing Center (1) 150,000 46,106 56,051 8% Fixed 1-Apr-24 $ 2,831,006 $ 1,438,112 $ 947,051 (1) In connection with the acquisition of Higher Call, the Company executed a promissory note in favor of the Seller, Higher Call Nursing Center, Inc., in the principal amount of $ 150,000 8 |
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS | SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS Total Principal Outstanding as of Series Face Amount March 31, December 31, Stated Interest Rate Maturity Date 10% Senior Secured Promissory Notes $ 1,255,000 $ 975,000 $ 1,025,000 10% Fixed 30-Jun-23 10% Senior Secured Promissory Notes – Related Party $ 750,000 750,000 750,000 10% Fixed 30-Jun-23 $ 2,005,000 $ 1,725,000 $ 1,775,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY | SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY March 31, 2023 Number of Weighted Warrants Exercise Price Beginning Balance 206,000 $ 5.00 Exercised - - Expired - - Ending Balance 206,000 $ 5.00 |
FACILITY LEASES (Tables)
FACILITY LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
SCHEDULE OF LEASING ARRANGEMENTS | The following table summarizes leasing arrangements related to the Company’s healthcare facilities at March 31, 2023: SCHEDULE OF LEASING ARRANGEMENTS Monthly Lease Facility Income (1) Lease Expiration Renewal Option if any Goodwill Hunting LLC (1) $ 48,924 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 As of March 31, 2023 (remaining) $ 476,784 2024 $ 643,401 2025 651,954 2026 660,665 2027 55,116 Total $ 2,487,920 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash used in operating activities | $ 66,995 | $ 1,217,526 |
Working capital deficit | $ 1,300,000 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator for basic earnings per share: | ||
Net Income Attributable to Selectis Health, Inc. | $ 4,025,176 | $ 228,679 |
Series D Preferred Dividends | (7,500) | |
Net Income Attributable to Common Stockholders | 4,017,676 | 228,679 |
Numerator for diluted earnings per share: | ||
Net Income Attributable to Common Stockholders | 4,025,176 | 228,679 |
Series D Preferred Dividends | (7,500) | |
Net Income Attributable to Common Stockholders - Diluted | $ 4,017,676 | $ 228,679 |
Denominator for basic earnings per share: | ||
Weighted Average Common Shares Outstanding | 3,054,587 | 3,052,769 |
Denominator for diluted earnings per share: | ||
Weighted Average Common Shares Outstanding - Basic | 3,054,587 | 3,052,769 |
Effect of dilutive securities: | ||
Conversion of preferred shares | ||
Exercise of warrants | ||
Weighted Average Common Shares Outstanding - Diluted | 3,054,587 | 3,052,769 |
Net Income per Share Attributable to Common Stockholders: | ||
Basic | $ 1.32 | $ 0.07 |
Diluted | $ 1.32 | $ 0.07 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2020 | Feb. 28, 2023 | Dec. 31, 2022 | |
Employee retention credits receivable | $ 6,350,533 | |||
CARES Act [Member] | ||||
Percentage of employee tax credit | 70% | 50% | ||
Wages paid | $ 10,000 | $ 10,000 | ||
Employee retention credits receivable | $ 6,350,533 | |||
Maximum [Member] | CARES Act [Member] | ||||
Employment tax | $ 5,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, gross | $ 49,268,879 | $ 49,226,364 | |
Less: Accumulated Depreciation | (12,650,981) | (12,212,251) | |
Less: Impairment | (1,560,000) | (1,560,000) | |
Property and Equipment, net | 35,057,898 | 35,454,113 | |
Depreciation Expense (excluding Intangible Assets) | 438,730 | $ 447,687 | |
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 | 44,659,921 | 44,659,921 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, gross | $ 2,501,653 | $ 2,459,138 |
SCHEDULE OF DEBT AND DEBT - REL
SCHEDULE OF DEBT AND DEBT - RELATED PARTIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | $ 38,928,797 | $ 38,405,315 |
Unamortized Discount and Debt Issuance Costs | (716,598) | (810,997) |
Debt and Debt – Related Parties, Net of Discount | 38,212,199 | 37,594,318 |
Current Maturities of Long-Term Debt, Net | 3,933,555 | 2,296,830 |
Long-Term Debt, Net | 33,378,644 | 34,397,488 |
Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Short term debt – Related Parties, Net | 900,000 | 900,000 |
Senior Secured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 975,000 | 1,025,000 |
Senior Secured Promissory Notes Related Parties [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 750,000 | 750,000 |
Fixed Rate Mortgage Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 30,315,774 | 30,568,677 |
Variable Rate Mortgage Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 4,828,637 | 4,879,462 |
Other Debt Subordinated Secured [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 1,242,006 | 741,000 |
Other Debt Subordinated Secured Related Parties [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 150,000 | 150,000 |
Other Debt Subordinated Secured Seller Financing [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 46,106 | 56,051 |
Financed Insurance Premiums [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | $ 621,274 | $ 235,125 |
SCHEDULE OF MORTGAGE LOAN DEBT
SCHEDULE OF MORTGAGE LOAN DEBT (Details) - Mortgage Loans [Member] | Mar. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 13 | ||
Total Face Amount | $ 38,947,317 | ||
Total Principal Outstanding | $ 35,144,411 | $ 35,448,139 | |
ARGENTINA | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | [1] | 1 | |
Total Face Amount | [1] | $ 5,000,000 | |
Total Principal Outstanding | [1] | $ 3,868,180 | 3,910,767 |
GABON | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 5 | ||
Total Face Amount | $ 17,765,992 | ||
Total Principal Outstanding | $ 13,166,889 | 16,019,874 | |
OHIO | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 1 | ||
Total Face Amount | $ 3,000,000 | ||
Total Principal Outstanding | $ 5,334,687 | 2,649,400 | |
OKLAHOMA | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 6 | ||
Total Face Amount | $ 13,181,325 | ||
Total Principal Outstanding | $ 12,774,655 | $ 12,868,098 | |
[1]The mortgage loan collateralized by this property is 80 0.25 42,587 |
SCHEDULE OF MORTGAGE LOAN DEB_2
SCHEDULE OF MORTGAGE LOAN DEBT (Details) (Parenthetical) - Mortgage Loans [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
USDA guaranteed rate | 80% |
Annual renewal fee payable | 25% |
Repayment | $ 42,587 |
SCHEDULE OF OTHER DEBT (Details
SCHEDULE OF OTHER DEBT (Details) - Other Debt [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Face Amount | $ 2,831,006 | ||
Total, Principal Outstanding | 1,438,112 | $ 947,051 | |
Goodwill Nursing Home [Member] | |||
Short-Term Debt [Line Items] | |||
Face Amount | 2,030,000 | ||
Total, Principal Outstanding | $ 741,000 | 741,000 | |
Stated Interest Rate | 13% Fixed | ||
Maturity Date | Apr. 01, 2024 | ||
Goodwill Nursing Home - Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Face Amount | $ 501,006 | ||
Total, Principal Outstanding | $ 501,006 | ||
Stated Interest Rate | 6.75% Fixed | ||
Maturity Date | Jul. 05, 2023 | ||
Goodwill Nursing Home Two [Member] | |||
Short-Term Debt [Line Items] | |||
Face Amount | $ 150,000 | ||
Total, Principal Outstanding | $ 150,000 | 150,000 | |
Stated Interest Rate | 13% Fixed | ||
Maturity Date | Nov. 30, 2025 | ||
Higher Call Nursing Center [Member] | |||
Short-Term Debt [Line Items] | |||
Face Amount | [1] | $ 150,000 | |
Total, Principal Outstanding | [1] | $ 46,106 | $ 56,051 |
Stated Interest Rate | [1] | 8% Fixed | |
Maturity Date | [1] | Apr. 01, 2024 | |
[1]In connection with the acquisition of Higher Call, the Company executed a promissory note in favor of the Seller, Higher Call Nursing Center, Inc., in the principal amount of $ 150,000 8 |
SCHEDULE OF OTHER DEBT (Detai_2
SCHEDULE OF OTHER DEBT (Details) (Parenthetical) - Higher Call Nursing Center, Inc. [Member] | Mar. 31, 2023 USD ($) |
Debt principal amount | $ 150,000 |
Debt instrument, interest rate | 8% |
SCHEDULE OF UNSECURED NOTES AND
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS (Details) - Unsecured Notes [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Face Amount | $ 2,005,000 | |
Total Principal Outstanding | 1,725,000 | $ 1,775,000 |
10% Senior Secured Promissory Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Face Amount | 1,255,000 | |
Total Principal Outstanding | $ 975,000 | 1,025,000 |
Stated Interest Rate | 10% Fixed | |
Maturity Date | Jun. 30, 2023 | |
10% Senior Secured Promissory Notes - Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Face Amount | $ 750,000 | |
Total Principal Outstanding | $ 750,000 | $ 750,000 |
Stated Interest Rate | 10% Fixed | |
Maturity Date | Jun. 30, 2023 |
DEBT AND DEBT - RELATED PARTI_3
DEBT AND DEBT - RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 05, 2023 | Jul. 05, 2023 | Jun. 28, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 29, 2023 | |
Senior secured notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 1 year 8 months 1 day | |||||
Annual interest rate | 10% | 10% | ||||
Maturity date | Oct. 31, 2021 | Oct. 31, 2021 | ||||
Extended maturity date | Jun. 30, 2023 | |||||
Incremental fair value | $ 844,425 | $ 844,425 | ||||
Secured promissory note | $ 501,006 | |||||
Senior secured notes [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 1 year 6 months | |||||
Maturity date | Sep. 05, 2023 | |||||
Secured promissory note | $ 501,006 | |||||
Secured promissory note interest percentage | 7.50% | 6.75% | ||||
Fixed Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt weighted average interest rate | 3.84% | |||||
Debt instrument term | 12 years 9 months 14 days | |||||
Variable Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt weighted average interest rate | 5.90% | |||||
Debt instrument term | 14 years 10 months 13 days |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | 206,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 5 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Number of Warrants, Ending Balance | shares | 206,000 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock, dividend paid | $ 6,900 | ||
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 | 1 year 9 months | 6 months | |
Aggregate intrinsic value of common stock warrants outstanding | $ 0 | $ 0 | |
Dividend Declared [Member] | |||
Class of Stock [Line Items] | |||
Dividend, preferred stock | 7,500 | 7,500 | |
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, dividend paid | $ 6,900 | $ 7,500 |
SCHEDULE OF LEASING ARRANGEMENT
SCHEDULE OF LEASING ARRANGEMENTS (Details) - Goodwill [Member] | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Monthly lease income | $ 48,924 | [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) | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 (remaining) | $ 476,784 |
2024 | 643,401 |
2025 | 651,954 |
2026 | 660,665 |
2027 | 55,116 |
Total | $ 2,487,920 |
FACILITY LEASES (Details Narrat
FACILITY LEASES (Details Narrative) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
Prepaid expense and other | $ 146,740 | $ 177,716 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 05, 2023 | Aug. 07, 2023 | Jul. 05, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 28, 2023 | Mar. 29, 2023 | |
Subsequent Event [Line Items] | ||||||||
Income from employee retention credits | $ 6,350,533 | |||||||
Senior secured notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Secured promissory note | $ 501,006 | |||||||
Secured promissory note interest percentage | Oct. 31, 2021 | Oct. 31, 2021 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrant outstanding extended term | 1 year 6 months | |||||||
Income from employee retention credits | $ 3,864,744 | |||||||
Subsequent Event [Member] | Senior secured notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Secured promissory note | $ 501,006 | |||||||
Secured promissory note interest percentage | Sep. 05, 2023 | |||||||
Secured promissory note interest percentage | 7.50% | 6.75% |