Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and Cash Equivalents | $ 1,971,732 | $ 1,420,200 |
Accounts Receivable, Net | 2,028,484 | 2,904,741 |
Prepaid Expenses and Other | 656,665 | 637,680 |
Employee Retention Credits Receivable | 1,257,980 | |
Total Current Assets | 5,914,861 | 4,962,621 |
Long Term Assets | ||
Restricted Cash | 1,099,647 | 996,400 |
Property and Equipment, Net | 34,246,558 | 35,454,113 |
Goodwill | 1,076,908 | 1,076,908 |
Total Assets | 42,337,974 | 42,490,042 |
Liabilities | ||
Accounts Payable and Accrued Liabilities | 4,415,003 | 3,644,001 |
Dividends Payable | 23,100 | 7,500 |
Current Maturities of Long-Term Debt, Net of Discount of $80,646 and $257,222, respectively | 10,127,664 | 2,296,830 |
Total Current Liabilities | 14,715,767 | 6,848,331 |
Debt, Net of discount of $461,291 and $553,775, respectively | 25,922,719 | 34,397,488 |
Lease Security Deposit | 303,388 | 291,388 |
Total Liabilities | 41,661,211 | 41,537,207 |
Commitments and Contingencies | ||
Equity | ||
Common Stock - $0.05 Par Value; 50,000,000 Shares Authorized, 3,054,587 and 3,054,587 Shares Issued and Outstanding at September 30, 2023 and December 31, 2022, respectively | 152,728 | 152,728 |
Additional Paid-In Capital | 13,852,652 | 13,768,300 |
Accumulated Deficit | (14,104,617) | (13,744,193) |
Total Equity | 676,763 | 952,835 |
Total Liabilities and Equity | 42,337,974 | 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 | 150,000 | 900,000 |
Debt- Related Parties, Net of discount $30,663 and $0, respectively | $ 719,337 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Long term debt current, discount amount | $ 80,646 | $ 257,222 |
Debt discount | $ 461,291 | $ 553,775 |
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
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 | $ 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 |
Preferred stock, dividend rate, percentage | 8% | 8% |
Related Party [Member] | ||
Debt discount | $ 30,663 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Total Revenue | $ 9,045,456 | $ 9,581,985 | $ 27,579,941 | $ 29,800,207 |
Expenses | ||||
Property Taxes, Insurance and Other Operating | 7,698,266 | 7,227,718 | 23,633,389 | 21,192,559 |
General and Administrative | 3,133,797 | 1,970,890 | 7,510,881 | 5,329,475 |
Provision for Bad Debts | 269,197 | 252,050 | 1,167,332 | 783,524 |
Depreciation and Amortization | 357,868 | 453,608 | 1,235,446 | 1,348,645 |
Total Expenses | 11,459,128 | 9,904,266 | 33,547,048 | 28,654,203 |
(Loss) Income from Operations | (2,413,672) | (322,281) | (5,967,107) | 1,146,004 |
Other (Income) Expense | ||||
Loss on Extinguishment of Debt | 46,466 | |||
Interest Expense, net | 408,211 | 722,226 | 1,493,923 | 1,438,629 |
Income from Employee Retention Credits | (516,226) | (6,866,759) | ||
Other Income | (43,325) | (53,582) | (256,347) | (135,468) |
Total Other (Income) Expense | (151,340) | 668,644 | (5,629,183) | 1,349,627 |
Net Loss | (2,262,332) | (990,925) | (337,924) | (203,623) |
Series D Preferred Dividends | (7,500) | (7,500) | (22,500) | (22,500) |
Net Loss Attributable to Common Stockholders | $ (2,269,832) | $ (998,425) | $ (360,424) | $ (226,123) |
Net Loss per Share Attributable to Common Stockholders: | ||||
Basic | $ (0.74) | $ (0.33) | $ (0.12) | $ (0.07) |
Diluted | $ (0.74) | $ (0.33) | $ (0.12) | $ (0.07) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 3,054,587 | 3,054,587 | 3,054,587 | 3,053,970 |
Diluted | 3,054,587 | 3,054,587 | 3,054,587 | 3,053,970 |
Rental [Member] | ||||
Revenue | ||||
Total Revenue | $ 158,927 | $ 158,875 | $ 475,643 | $ 469,938 |
Health Care [Member] | ||||
Revenue | ||||
Total Revenue | 8,886,529 | 9,135,306 | 25,493,545 | 26,438,806 |
Healthcare Grant Revenue [Member] | ||||
Revenue | ||||
Total Revenue | $ 287,804 | $ 1,610,753 | $ 2,891,463 |
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 | 375,000 | 2,998,361 | |||
Series D Preferred Dividends | (7,500) | (7,500) | ||||
Net Income Loss | 37,090 | 37,090 | ||||
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 | (11,288,790) | 3,433,238 |
Balance, shares at Mar. 31, 2022 | 200,500 | 375,000 | 3,054,587 | |||
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 | 375,000 | 2,998,361 | |||
Net Income Loss | (203,623) | |||||
Balance at Sep. 30, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (11,544,503) | 3,177,525 |
Balance, shares at Sep. 30, 2022 | 200,500 | 375,000 | 3,054,587 | |||
Balance at Mar. 31, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (11,288,790) | 3,433,238 |
Balance, shares at Mar. 31, 2022 | 200,500 | 375,000 | 3,054,587 | |||
Series D Preferred Dividends | (7,500) | (7,500) | ||||
Net Income Loss | 750,212 | 750,212 | ||||
Balance at Jun. 30, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (10,546,078) | 4,175,950 |
Balance, shares at Jun. 30, 2022 | 200,500 | 375,000 | 3,054,587 | |||
Series D Preferred Dividends | (7,500) | (7,500) | ||||
Net Income Loss | (990,925) | (990,925) | ||||
Balance at Sep. 30, 2022 | $ 401,000 | $ 375,000 | $ 152,728 | 13,793,300 | (11,544,503) | 3,177,525 |
Balance, shares at Sep. 30, 2022 | 200,500 | 375,000 | 3,054,587 | |||
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 Loss | 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 | |||
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 | |||
Net Income Loss | (337,924) | |||||
Balance at Sep. 30, 2023 | $ 401,000 | $ 375,000 | $ 152,728 | 13,852,652 | (14,104,617) | 676,763 |
Balance, shares at Sep. 30, 2023 | 200,500 | 375,000 | 3,054,587 | |||
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 | |||
Series D Preferred Dividends | (7,500) | (7,500) | ||||
Net Income Loss | (2,100,768) | (2,100,768) | ||||
Balance at Jun. 30, 2023 | $ 401,000 | $ 375,000 | $ 152,728 | 13,768,300 | (11,834,785) | 2,862,243 |
Balance, shares at Jun. 30, 2023 | 200,500 | 375,000 | 3,054,587 | |||
Series D Preferred Dividends | (7,500) | (7,500) | ||||
Net Income Loss | (2,262,332) | (2,262,332) | ||||
Issuance of Warrants | 84,352 | 84,352 | ||||
Balance at Sep. 30, 2023 | $ 401,000 | $ 375,000 | $ 152,728 | $ 13,852,652 | $ (14,104,617) | $ 676,763 |
Balance, shares at Sep. 30, 2023 | 200,500 | 375,000 | 3,054,587 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities: | ||||
Net Loss | $ (2,262,332) | $ (990,925) | $ (337,924) | $ (203,623) |
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities: | ||||
Other Income from Partial Settlement of Debt | (40,346) | |||
Other Income from Adjustment of Debt | (50,000) | |||
Depreciation and Amortization | 357,868 | 453,608 | 1,235,446 | 1,348,645 |
Amortization of Deferred Loan Costs and Debt Discount | 343,326 | |||
Provision for Bad Debt | 269,197 | 252,050 | 1,167,332 | 783,524 |
Changes in Operating Assets and Liabilities: | ||||
Accounts and Rents Receivable | (291,075) | (341,724) | ||
Prepaid Expenses and Other Assets | 798,764 | 616,540 | ||
Employee Retention Credit Receivables- | (1,257,980) | |||
Accounts Payable and Accrued Liabilities | 771,002 | (2,837,981) | ||
Lease Security Deposits | 12,000 | 24,317 | ||
Cash Provided by (Used in) Operating Activities | 2,390,891 | (650,648) | ||
Cash Flows From Investing Activities: | ||||
Capital Expenditures for Property and Equipment | (27,891) | (330,769) | ||
Cash Used in Investing Activities | (27,891) | (330,769) | ||
Cash Flows From Financing Activities: | ||||
Proceeds from Issuance of Debt, Non-Related Party | 501,006 | |||
Payments on Debt, Non-Related Party | (2,286,679) | (1,075,491) | ||
Dividends Paid on Preferred Stock | (6,900) | (22,500) | ||
Debt Discount - Warrants | 84,352 | 46,466 | ||
Cash Used in Financing Activities | (1,708,221) | (1,051,525) | ||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | 654,779 | (2,032,942) | ||
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 | 3,071,379 | 2,760,159 | 3,071,379 | 2,760,159 |
Supplemental Disclosure of Cash Flow Information | ||||
Cash Paid for Interest | 1,150,597 | 1,438,629 | ||
Cash and Cash Equivalents | 1,971,732 | 1,928,472 | 1,971,732 | 1,928,472 |
Restricted Cash | 1,099,647 | 831,687 | 1,099,647 | 831,687 |
Total Cash and Cash Equivalents and Restricted Cash | $ 3,071,379 | $ 2,760,159 | 3,071,379 | 2,760,159 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||
Dividends Declared on Series D Preferred Stock | 22,500 | 22,500 | ||
Non-Cash Financing of Insurance Premiums | $ 817,749 | $ 581,393 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 healthcare segments: (i) senior housing (including independent and assisted living) and (ii) post-acute/skilled nursing. 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 and Going Concern On August 27, 2014, FASB issued ASU 2014-05, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern The accompanying unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below. For the nine months ended September 30, 2023, the Company had operating cash flows of $ 2,390,891 8.8 ● Increasing revenue by increasing occupancy in the facilities and increasing Medicaid reimbursement rates; ● Controlling operating expenses; and ● Seeking additional capital through the issuance of debt or equity securities, or the sale of assets. 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 | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 2023 2022 Nine Months Ended Three Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator for basic earnings per share: Net Loss Attributable to Selectis Health, Inc. $ (337,924 ) $ (203,623 ) $ (2,262,332 ) $ (990,925 ) Series D Preferred Dividends (22,500 ) (22,500 ) (7,500 ) (7,500 ) Net Loss Attributable to Common Stockholders - Basic $ (360,424 ) $ (226,123 ) $ (2,269,832 ) $ (998,425 ) Numerator for diluted earnings per share: Net Loss Attributable to Common Stockholders $ (337,924 ) $ (203,623 ) $ (2,262,332 ) $ (990,925 ) Series D Preferred Dividends (22,500 ) (22,500 ) (7,500 ) (7,500 ) Net Loss Attributable to Common Stockholders - Diluted (360,424 ) (226,123 ) (2,269,832 ) (998,425 ) Denominator for basic earnings per share: Weighted Average Common Shares Outstanding 3,054,587 3,053,970 3,054,587 3,054,587 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 3,054,587 3,053,970 3,054,587 3,054,587 Effect of dilutive securities: Warrants - - - - Weighted Average Common Shares Outstanding - Diluted 3,054,587 3,053,970 3,054,587 3,054,587 Net Loss per Share Attributable to Common Stockholders: Basic $ (0.12 ) $ (0.07 ) $ (0.74 ) $ (0.33 ) Diluted $ (0.12 ) $ (0.07 ) $ (0.74 ) $ (0.33 ) Warrants to purchase 206,000 172,500 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 September 30, 2023. 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 | 9 Months Ended |
Sep. 30, 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 6,350,533 516,226 5,092,553 1,257,980 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and December 31, 2022, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 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 2,487,029 2,459,138 Property and Equipment, gross 49,254,255 49,226,364 Less Accumulated Depreciation (13,447,697 ) (12,212,251 ) Less Impairment (1,560,000 ) (1,560,000 ) Property and Equipment, net $ 34,246,558 $ 35,454,113 2023 2022 For the Nine Months Ended September 30, 2023 2022 Depreciation Expense (excluding Intangible Assets) $ 1,235,446 $ 1,348,645 |
DEBT AND DEBT - RELATED PARTIES
DEBT AND DEBT - RELATED PARTIES | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and December 31, 2022: SCHEDULE OF DEBT AND DEBT - RELATED PARTIES September 30, 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 29,826,957 30,568,677 Variable-Rate Mortgage Loans 4,727,105 4,879,462 Other Debt, Subordinated Secured 741,000 741,000 Other Debt, Subordinated Secured - Related Parties 150,000 150,000 Other Debt, Subordinated Secured - Seller Financing 25,644 56,051 Financed Insurance Premiums 296,614 235,125 Debt and Debt – Related Parties, Gross 37,492,320 38,405,315 Unamortized Discount and Debt Issuance Costs (572,600 ) (810,997 ) Debt and Debt – Related Parties, Net of Discount $ 36,919,720 $ 37,594,318 As presented in the Consolidated Balance Sheets: Current Maturities of Long-Term Debt, Net $ 10,127,664 $ 2,296,830 Short-Term Debt – Related Parties, Net 150,000 900,000 Long-Term Debt, Net 25,922,719 34,397,488 Long-Term Debt – Related Parties, Net 719,337 - The weighted average interest rate and term of our fixed rate debt are 3.83 12.39 5.90 14.37 Corporate Senior and Senior Secured Promissory Notes The senior secured notes were subject to annual interest rate of 10 October 31, 2021 June 30, 2023 1.67 844,425 Effective June 27, 2023, pursuant to an Allonge and Modification Agreement a Majority in Interest of the senior secured note holders agreed to extend the maturity date of the notes to December 31, 2024 11 10 172,500 5 December 31, 2024 84,352 On March 29, 2023, the Company entered into a short-term subordinated secured promissory note of $ 501,006 6.75 July 5, 2023 September 5, 2023 7.5 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 September 30, 2023 December 31, 2022 Arkansas ( 1) 1 $ 5,000,000 $ 3,783,009 $ 3,910,767 Georgia 5 $ 17,765,992 $ 15,599,345 $ 16,019,874 Ohio 1 $ 3,000,000 $ 2,583,400 $ 2,649,400 Oklahoma 6 $ 13,181,325 $ 12,588,308 $ 12,868,098 13 $ 38,947,317 $ 34,554,062 $ 35,448,139 (1) The mortgage loan collateralized by this property is 80 0.25 114,255 Subordinated, Corporate and Other Debt Other debt due at September 30, 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 Amount September 30, 2023 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 – Related Party 150,000 150,000 150,000 13% Fixed 30-Nov-25 Higher Call Nursing Center ( 1) 150,000 25,644 56,051 8% Fixed 1-Apr-24 $ 2,330,000 $ 916,644 $ 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 September 30, 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 September 30, 2023 December 31, 2022 Stated Interest Rate Maturity Date 11% Senior Secured Promissory Notes $ 1,255,000 $ 975,000 $ 1,025,000 11% Fixed 31-Dec-24 11% Senior Secured Promissory Notes – Related Party $ 750,000 750,000 750,000 11% Fixed 31-Dec-24 $ 2,005,000 $ 1,725,000 $ 1,775,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 6. STOCKHOLDERS’ EQUITY Preferred Stock During the three and nine months ended September 30, 2023, the Company paid $ 0 7,500 22,500 Common Stock For the nine months ended September 30, 2023, the Company did not issue nor did it pay dividends on common stock. Common Stock Warrants As of September 30, 2023, and December 31, 2022, the Company had 172,500 206,000 5.00 1.33 0.93 53,475 0 SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Beginning Balance at January 1, 2023 206,000 $ 5 Issued 172,500 5 Expired (206,000 ) 5 Ending Balance at September 30, 2023 172,500 $ 5 On July 1, 2023, the Company issued 172,500 5 December 31, 2024 |
FACILITY LEASES
FACILITY LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
FACILITY LEASES | 7. FACILITY LEASES The following table summarizes our leasing arrangements related to the Company’s healthcare facilities at September 30, 2023: SCHEDULE OF LEASING ARRANGEMENTS Monthly Lease Facility Income (1) Lease Expiration Renewal Option if any Goodwill Hunting LLC ( 1) $ 52,976 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 $ 146,740 117,716 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 September 30, 2023 (remaining) $ 158,928 2024 643,401 2025 651,954 2026 660,665 2027 55,116 Total $ 2,170,064 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS The Company has outstanding senior secured notes and subordinated secured debt with shareholders, members of the board of directors, and affiliates of both. As of September 30, 2023 and December 31, 2022, there was outstanding related party debt of $ 750,000 150,000 23,625 75,750 25,500 81,375 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after September 30, 2023 up through November 13, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 2023 2022 Nine Months Ended Three Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator for basic earnings per share: Net Loss Attributable to Selectis Health, Inc. $ (337,924 ) $ (203,623 ) $ (2,262,332 ) $ (990,925 ) Series D Preferred Dividends (22,500 ) (22,500 ) (7,500 ) (7,500 ) Net Loss Attributable to Common Stockholders - Basic $ (360,424 ) $ (226,123 ) $ (2,269,832 ) $ (998,425 ) Numerator for diluted earnings per share: Net Loss Attributable to Common Stockholders $ (337,924 ) $ (203,623 ) $ (2,262,332 ) $ (990,925 ) Series D Preferred Dividends (22,500 ) (22,500 ) (7,500 ) (7,500 ) Net Loss Attributable to Common Stockholders - Diluted (360,424 ) (226,123 ) (2,269,832 ) (998,425 ) Denominator for basic earnings per share: Weighted Average Common Shares Outstanding 3,054,587 3,053,970 3,054,587 3,054,587 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 3,054,587 3,053,970 3,054,587 3,054,587 Effect of dilutive securities: Warrants - - - - Weighted Average Common Shares Outstanding - Diluted 3,054,587 3,053,970 3,054,587 3,054,587 Net Loss per Share Attributable to Common Stockholders: Basic $ (0.12 ) $ (0.07 ) $ (0.74 ) $ (0.33 ) Diluted $ (0.12 ) $ (0.07 ) $ (0.74 ) $ (0.33 ) Warrants to purchase 206,000 172,500 |
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 September 30, 2023. 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) | 9 Months Ended |
Sep. 30, 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 2023 2022 Nine Months Ended Three Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator for basic earnings per share: Net Loss Attributable to Selectis Health, Inc. $ (337,924 ) $ (203,623 ) $ (2,262,332 ) $ (990,925 ) Series D Preferred Dividends (22,500 ) (22,500 ) (7,500 ) (7,500 ) Net Loss Attributable to Common Stockholders - Basic $ (360,424 ) $ (226,123 ) $ (2,269,832 ) $ (998,425 ) Numerator for diluted earnings per share: Net Loss Attributable to Common Stockholders $ (337,924 ) $ (203,623 ) $ (2,262,332 ) $ (990,925 ) Series D Preferred Dividends (22,500 ) (22,500 ) (7,500 ) (7,500 ) Net Loss Attributable to Common Stockholders - Diluted (360,424 ) (226,123 ) (2,269,832 ) (998,425 ) Denominator for basic earnings per share: Weighted Average Common Shares Outstanding 3,054,587 3,053,970 3,054,587 3,054,587 Denominator for diluted earnings per share: Weighted Average Common Shares Outstanding - Basic 3,054,587 3,053,970 3,054,587 3,054,587 Effect of dilutive securities: Warrants - - - - Weighted Average Common Shares Outstanding - Diluted 3,054,587 3,053,970 3,054,587 3,054,587 Net Loss per Share Attributable to Common Stockholders: Basic $ (0.12 ) $ (0.07 ) $ (0.74 ) $ (0.33 ) Diluted $ (0.12 ) $ (0.07 ) $ (0.74 ) $ (0.33 ) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and December 31, 2022, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 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 2,487,029 2,459,138 Property and Equipment, gross 49,254,255 49,226,364 Less Accumulated Depreciation (13,447,697 ) (12,212,251 ) Less Impairment (1,560,000 ) (1,560,000 ) Property and Equipment, net $ 34,246,558 $ 35,454,113 2023 2022 For the Nine Months Ended September 30, 2023 2022 Depreciation Expense (excluding Intangible Assets) $ 1,235,446 $ 1,348,645 |
DEBT AND DEBT - RELATED PARTI_2
DEBT AND DEBT - RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT AND DEBT - RELATED PARTIES | The following is a summary of the Company’s debt outstanding as of September 30, 2023, and December 31, 2022: SCHEDULE OF DEBT AND DEBT - RELATED PARTIES September 30, 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 29,826,957 30,568,677 Variable-Rate Mortgage Loans 4,727,105 4,879,462 Other Debt, Subordinated Secured 741,000 741,000 Other Debt, Subordinated Secured - Related Parties 150,000 150,000 Other Debt, Subordinated Secured - Seller Financing 25,644 56,051 Financed Insurance Premiums 296,614 235,125 Debt and Debt – Related Parties, Gross 37,492,320 38,405,315 Unamortized Discount and Debt Issuance Costs (572,600 ) (810,997 ) Debt and Debt – Related Parties, Net of Discount $ 36,919,720 $ 37,594,318 As presented in the Consolidated Balance Sheets: Current Maturities of Long-Term Debt, Net $ 10,127,664 $ 2,296,830 Short-Term Debt – Related Parties, Net 150,000 900,000 Long-Term Debt, Net 25,922,719 34,397,488 Long-Term Debt – Related Parties, Net 719,337 - |
SCHEDULE OF MORTGAGE LOAN DEBT | SCHEDULE OF MORTGAGE LOAN DEBT Number of Total Face Total Principal Outstanding as of State Properties Amount September 30, 2023 December 31, 2022 Arkansas ( 1) 1 $ 5,000,000 $ 3,783,009 $ 3,910,767 Georgia 5 $ 17,765,992 $ 15,599,345 $ 16,019,874 Ohio 1 $ 3,000,000 $ 2,583,400 $ 2,649,400 Oklahoma 6 $ 13,181,325 $ 12,588,308 $ 12,868,098 13 $ 38,947,317 $ 34,554,062 $ 35,448,139 (1) The mortgage loan collateralized by this property is 80 0.25 114,255 |
SCHEDULE OF OTHER DEBT | SCHEDULE OF OTHER DEBT Total Principal Outstanding as of Property Face Amount September 30, 2023 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 – Related Party 150,000 150,000 150,000 13% Fixed 30-Nov-25 Higher Call Nursing Center ( 1) 150,000 25,644 56,051 8% Fixed 1-Apr-24 $ 2,330,000 $ 916,644 $ 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 | The Company’s corporate debt as of September 30, 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 September 30, 2023 December 31, 2022 Stated Interest Rate Maturity Date 11% Senior Secured Promissory Notes $ 1,255,000 $ 975,000 $ 1,025,000 11% Fixed 31-Dec-24 11% Senior Secured Promissory Notes – Related Party $ 750,000 750,000 750,000 11% Fixed 31-Dec-24 $ 2,005,000 $ 1,725,000 $ 1,775,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY | SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Beginning Balance at January 1, 2023 206,000 $ 5 Issued 172,500 5 Expired (206,000 ) 5 Ending Balance at September 30, 2023 172,500 $ 5 |
FACILITY LEASES (Tables)
FACILITY LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
SCHEDULE OF LEASING ARRANGEMENTS | The following table summarizes our leasing arrangements related to the Company’s healthcare facilities at September 30, 2023: SCHEDULE OF LEASING ARRANGEMENTS Monthly Lease Facility Income (1) Lease Expiration Renewal Option if any Goodwill Hunting LLC ( 1) $ 52,976 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 September 30, 2023 (remaining) $ 158,928 2024 643,401 2025 651,954 2026 660,665 2027 55,116 Total $ 2,170,064 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash used in operating activities | $ 2,390,891 | $ (650,648) |
Working capital deficit | $ 8,800,000 |
SCHEDULE OF BASIC AND DILUTED E
SCHEDULE OF BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator for basic earnings per share: | ||||||||
Net Loss Attributable to Selectis Health, Inc. | $ (2,262,332) | $ (2,100,768) | $ 4,025,176 | $ (990,925) | $ 750,212 | $ 37,090 | $ (337,924) | $ (203,623) |
Series D Preferred Dividends | (7,500) | (7,500) | (22,500) | (22,500) | ||||
Net Loss Attributable to Common Stockholders | (2,269,832) | (998,425) | (360,424) | (226,123) | ||||
Numerator for diluted earnings per share: | ||||||||
Net Loss Attributable to Common Stockholders | (2,262,332) | (990,925) | (337,924) | (203,623) | ||||
Series D Preferred Dividends | (7,500) | (7,500) | (22,500) | (22,500) | ||||
Net Loss Attributable to Common Stockholders - Diluted | $ (2,269,832) | $ (998,425) | $ (360,424) | $ (226,123) | ||||
Denominator for basic earnings per share: | ||||||||
Weighted Average Common Shares Outstanding | 3,054,587 | 3,054,587 | 3,054,587 | 3,053,970 | ||||
Denominator for diluted earnings per share: | ||||||||
Weighted Average Common Shares Outstanding - Basic | 3,054,587 | 3,054,587 | 3,054,587 | 3,053,970 | ||||
Effect of dilutive securities: | ||||||||
Warrants | ||||||||
Weighted Average Common Shares Outstanding - Diluted | 3,054,587 | 3,054,587 | 3,054,587 | 3,053,970 | ||||
Net Loss per Share Attributable to Common Stockholders: | ||||||||
Basic | $ (0.74) | $ (0.33) | $ (0.12) | $ (0.07) | ||||
Diluted | $ (0.74) | $ (0.33) | $ (0.12) | $ (0.07) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Warrant [Member] | |||
Warrants to purchase common stock | 172,500 | 206,000 | 206,000 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2020 | Feb. 28, 2023 | Dec. 31, 2022 | |
Employee retention credits receivable | $ 1,257,980 | $ 1,257,980 | $ 6,350,533 | ||||
Income from employee retention credits | 516,226 | 6,866,759 | |||||
Employee retention credits | $ 5,092,553 | $ 5,092,553 | |||||
CARES Act [Member] | |||||||
Percentage of employee tax credit | 70% | 50% | |||||
Wages paid | $ 10,000 | $ 10,000 | |||||
Maximum [Member] | CARES Act [Member] | |||||||
Employment tax | $ 5,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, gross | $ 49,254,255 | $ 49,226,364 | |
Less Accumulated Depreciation | (13,447,697) | (12,212,251) | |
Less Impairment | (1,560,000) | (1,560,000) | |
Property and Equipment, net | 34,246,558 | 35,454,113 | |
Depreciation Expense (excluding Intangible Assets) | 1,235,446 | $ 1,348,645 | |
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 | $ 2,487,029 | $ 2,459,138 |
SCHEDULE OF DEBT AND DEBT - REL
SCHEDULE OF DEBT AND DEBT - RELATED PARTIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | $ 37,492,320 | $ 38,405,315 |
Unamortized Discount and Debt Issuance Costs | (572,600) | (810,997) |
Debt and Debt – Related Parties, Net of Discount | 36,919,720 | 37,594,318 |
Current Maturities of Long-Term Debt, Net | 10,127,664 | 2,296,830 |
Long-Term Debt, Net | 25,922,719 | 34,397,488 |
Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Short-Term Debt – Related Parties, Net | 150,000 | 900,000 |
Long-Term Debt – Related Parties, Net | 719,337 | |
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 | 29,826,957 | 30,568,677 |
Variable Rate Mortgage Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 4,727,105 | 4,879,462 |
Other Debt Subordinated Secured [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | 741,000 | 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 | 25,644 | 56,051 |
Financed Insurance Premiums [Member] | ||
Debt Instrument [Line Items] | ||
Debt and Debt – Related Parties, Gross | $ 296,614 | $ 235,125 |
SCHEDULE OF MORTGAGE LOAN DEBT
SCHEDULE OF MORTGAGE LOAN DEBT (Details) - Mortgage Loans [Member] | Sep. 30, 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 | $ 34,554,062 | $ 35,448,139 | |
ARKANSAS | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | [1] | 1 | |
Total Face Amount | [1] | $ 5,000,000 | |
Total Principal Outstanding | [1] | $ 3,783,009 | 3,910,767 |
GEORGIA | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 5 | ||
Total Face Amount | $ 17,765,992 | ||
Total Principal Outstanding | $ 15,599,345 | 16,019,874 | |
OHIO | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 1 | ||
Total Face Amount | $ 3,000,000 | ||
Total Principal Outstanding | $ 2,583,400 | 2,649,400 | |
OKLAHOMA | |||
Short-Term Debt [Line Items] | |||
Number of Properties | Integer | 6 | ||
Total Face Amount | $ 13,181,325 | ||
Total Principal Outstanding | $ 12,588,308 | $ 12,868,098 | |
[1]The mortgage loan collateralized by this property is 80 0.25 114,255 |
SCHEDULE OF MORTGAGE LOAN DEB_2
SCHEDULE OF MORTGAGE LOAN DEBT (Details) (Parenthetical) - Mortgage Loans [Member] - ARKANSAS | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
USDA guaranteed rate | 80% |
Annual renewal fee payable | 0.25% |
Repayment of loan | $ 114,255 |
SCHEDULE OF OTHER DEBT (Details
SCHEDULE OF OTHER DEBT (Details) - Other Debt [Member] - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Face Amount | $ 2,330,000 | ||
Total, Principal Outstanding | 916,644 | $ 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 | $ 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] | $ 25,644 | $ 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 [Member] | Sep. 30, 2023 USD ($) |
Debt Instrument, Face Amount | $ 150,000 |
Debt Instrument, Interest Rate, Stated Percentage | 8% |
SCHEDULE OF UNSECURED NOTES AND
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS (Details) - Unsecured Notes [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Face Amount | $ 2,005,000 | |
Total Principal Outstanding | 1,725,000 | $ 1,775,000 |
11% Senior Secured Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Face Amount | 1,255,000 | |
Total Principal Outstanding | $ 975,000 | 1,025,000 |
Stated Interest Rate | 11% Fixed | |
Maturity Date | Dec. 31, 2024 | |
11% Senior Secured Promissory Note [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Face Amount | $ 750,000 | |
Total Principal Outstanding | $ 750,000 | $ 750,000 |
Stated Interest Rate | 11% Fixed | |
Maturity Date | Dec. 31, 2024 |
DEBT AND DEBT - RELATED PARTI_3
DEBT AND DEBT - RELATED PARTIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Jun. 27, 2023 | Mar. 29, 2023 | Sep. 30, 2023 | Sep. 05, 2023 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discount | $ 84,352 | |||
Senior Secured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Annual interest rate | 10% | |||
Maturity date | Dec. 31, 2024 | Oct. 31, 2021 | ||
Extended maturity date | Jun. 30, 2023 | |||
Warrants additional life term | 1 year 8 months 1 day | |||
Amortization of debt discount | $ 844,425 | |||
Debt Instrument, Interest Rate, Effective Percentage | 11% | |||
Warrant issued value | $ 10 | |||
Number of new warrants | 172,500 | |||
Exercise price of warrant | $ 5 | |||
Warrant maturity date | Dec. 31, 2024 | |||
Secured Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Annual interest rate | 6.75% | 7.50% | ||
Maturity date | Jul. 05, 2023 | |||
Extended maturity date | Sep. 05, 2023 | |||
Secured promissory note | $ 501,006 | |||
Fixed Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt weighted average interest rate | 3.83% | |||
Debt instrument term | 12 years 4 months 20 days | |||
Variable Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt weighted average interest rate | 5.90% | |||
Debt instrument term | 14 years 4 months 13 days |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 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, Issued | shares | 172,500 |
Weighted Average Exercise Price, Issued | $ / shares | $ 5 |
Number of Warrants, Expired | shares | (206,000) |
Weighted Average Exercise Price, Expired | $ / shares | $ 5 |
Number of Warrants, Ending Balance | shares | 172,500 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 01, 2023 | |
Class of Stock [Line Items] | |||||
Preferred stock, dividend paid | $ 6,900 | $ 22,500 | |||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants to purchase common stock | 172,500 | 172,500 | 206,000 | 206,000 | |
Exercise price of warrant | $ 5 | $ 5 | $ 5 | $ 5 | |
Common stock warrants term | 1 year 3 months 29 days | 11 months 4 days | |||
Aggregate intrinsic value of common stock warrants outstanding | $ 53,475 | $ 53,475 | $ 0 | ||
Warrants issued | 172,500 | ||||
Expiration date | Dec. 31, 2024 | ||||
Dividend Declared [Member] | |||||
Class of Stock [Line Items] | |||||
Dividend, preferred stock | 7,500 | 22,500 | |||
Series D Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend paid | $ 0 | $ 0 |
SCHEDULE OF LEASING ARRANGEMENT
SCHEDULE OF LEASING ARRANGEMENTS (Details) - Goodwill Hunting LLC [Member] | 9 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Monthly lease income | $ 52,976 | [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) | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (remaining) | $ 158,928 |
2024 | 643,401 |
2025 | 651,954 |
2026 | 660,665 |
2027 | 55,116 |
Total | $ 2,170,064 |
FACILITY LEASES (Details Narrat
FACILITY LEASES (Details Narrative) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Leases [Abstract] | ||
Prepaid expense and other | $ 146,740 | $ 117,716 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Subordinated secured debt | $ 37,492,320 | $ 37,492,320 | $ 38,405,315 | ||
Interest expense related party | 408,211 | $ 722,226 | 1,493,923 | $ 1,438,629 | |
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest expense related party | 25,500 | $ 23,625 | 81,375 | $ 75,750 | |
Senior Secured Promissory Notes Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Subordinated secured debt | 750,000 | 750,000 | 750,000 | ||
Other Debt, Subordinated Secured - Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Subordinated secured debt | $ 150,000 | $ 150,000 | $ 150,000 |