Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-21074 | |
Entity Registrant Name | CLEARDAY, INC. | |
Entity Central Index Key | 0000895665 | |
Entity Tax Identification Number | 77-0158076 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8800 Village Drive | |
Entity Address, Address Line Two | Suite 106 | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78217 | |
City Area Code | (210) | |
Local Phone Number | 451-0839 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | CLRD | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 18,043,214 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 965,075 | |
Restricted cash | 10,000 | 10,000 |
Accounts receivable, net | 118,497 | 50,761 |
Prepaid expenses and other current assets | 421,617 | 132,926 |
Other current assets | 2,763,936 | 2,763,936 |
Current assets held for sale | ||
Total current assets | 3,314,050 | 3,922,698 |
Patents and development | 8,930 | 8,930 |
Operating lease right-of-use assets | 31,897,546 | 32,818,019 |
Property and equipment, net | 8,171,712 | 7,418,836 |
Other long-term assets | 288,155 | 288,155 |
Non-current assets held for sale | 1,405,910 | 2,086,245 |
Total assets | 45,086,304 | 46,542,883 |
Current liabilities: | ||
Accounts payable | 5,532,927 | 3,392,772 |
Accrued expenses | 10,104,573 | 9,202,644 |
Due to related parties | 649,023 | 283,023 |
Note Payable | 4,645,399 | 3,228,212 |
Current portion of long-term debt | 7,763,655 | 3,941,782 |
Operating lease liabilities | 1,041,859 | 953,817 |
Other current liabilities | 1,110,651 | 1,110,000 |
Current liabilities related to assets held for sale | 1,265,691 | 1,438,192 |
Total current liabilities | 32,113,778 | 23,550,442 |
Long-term liabilities: | ||
Operating lease liabilities | 36,092,532 | 36,642,807 |
Long-term debt, less current portion, net | 1,927,100 | 5,572,427 |
Non-current liabilities related to assets held for sale | 640,087 | 712,847 |
Total liabilities | 70,773,497 | 66,478,523 |
Commitments and contingencies | ||
Temporary equity | ||
Series F 6.75% Convertible Preferred Stock, $.001 par value, 5,000,000 share authorized, 4,797,052 and 4,797,052 issued and outstanding on March 31, 2022 and December 31, 2021, respectively. Liquidation value $99,571,434 and $96,296,493 on March 31, 2022 and December 31, 2021, respectively. | 20,132,208 | 16,857,267 |
Deficit: | ||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized Series A Convertible Preferred Stock, $0.001 par value, 2,000,000 shares authorized, 328,925 and 328,925 shares issued and outstanding, as of March 31, 2022 and December 31, 2021, respectively. Liquidation value of $329 and $329 on March 31, 2022 and December 31, 2021, respectively | 329 | 329 |
Common Stock, $0.001 par value, 17,775,792 and 14,914,458 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 17,774 | 14,915 |
Additional paid-in-capital | 9,920,448 | 17,069,481 |
Accumulated deficit | (67,143,363) | (65,208,327) |
Clearday, Inc. Shareholders’ deficit: | (57,204,812) | (48,123,602) |
Non-controlling interest in subsidiaries | 11,385,411 | 11,330,695 |
Total deficit | (45,819,401) | (36,792,907) |
TOTAL LIABLITIES, TEMPORARY EQUITY AND DEFICIT | $ 45,086,304 | $ 46,542,883 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred stock dividend rate percentage | 6.75% | 6.75% |
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Temporary equity, shares issued | 4,797,052 | 4,797,052 |
Temporary equity, shares outstanding | 4,797,052 | 4,797,052 |
Temporary equity, liquidation preference | $ 99,571,434 | $ 96,296,493 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares issued | 17,775,792 | 14,914,458 |
Common stock, shares outstanding | 17,775,792 | 14,914,458 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 328,925 | 328,925 |
Preferred stock, shares, outstanding | 328,925 | 328,925 |
Preferred stock, liquidation preference, value | $ 329 | $ 329 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | ||||
Total revenues | $ 3,135,552 | $ 3,297,981 | $ 6,345,770 | $ 7,042,042 |
OPERATING EXPENSES | ||||
Wages & general operating expenses | 4,437,616 | 4,921,076 | 9,071,672 | 9,523,063 |
Selling, general and administrative expenses | 992,433 | 1,583,166 | 2,385,803 | 4,445,946 |
Research and Development | 0 | 414,727 | 0 | 414,727 |
Depreciation and amortization expenses | 185,044 | 129,665 | 372,259 | 304,124 |
Total operating expenses | 5,615,093 | 7,048,634 | 11,829,734 | 14,687,860 |
Operating loss | (2,479,541) | (3,750,653) | (5,483,964) | (7,645,818) |
Other (income) expenses | ||||
Interest and other expense | 395,045 | 194,618 | 896,643 | 273,399 |
PPP Loan Forgiveness | (349,500) | (1,051,071) | (992,316) | (1,051,071) |
Unrealized gain/(loss) on equity investments | 0 | (280,000) | 0 | (524,000) |
Other (income)/expenses | (279,011) | (67,355) | (422,900) | (138,109) |
Total other (income)/expenses | (233,466) | (1,203,808) | (518,573) | (1,439,781) |
Net Loss from continuing operations | (2,246,075) | (2,546,845) | (4,965,391) | (6,206,037) |
Income from discontinued operations, net of tax | (85,753) | 944,255 | (170,980) | 632,243 |
Net loss | (2,331,828) | (1,602,590) | (5,136,371) | (5,573,794) |
Net loss attributable to non-controlling interest | (74,147) | 425,016 | (218,412) | 601,068 |
Preferred stock dividend | (1,655,926) | (2,781,078) | (3,274,941) | (5,527,838) |
Net loss applicable to AIU, Inc. | $ (4,061,901) | $ (3,958,652) | $ (8,629,724) | $ (10,500,564) |
Basic and diluted loss per share attributable to AIU, Inc. | ||||
Net loss from continued operations | $ (0.13) | $ (0.19) | $ (0.30) | $ (0.48) |
Net loss/income from discontinued operations | 0 | 0.07 | (0.01) | 0.05 |
Net loss | $ (0.13) | $ (0.12) | $ (0.31) | $ (0.43) |
Weighted average common shares basic and diluted outstanding | 17,775,792 | 13,184,865 | 16,408,710 | 13,045,936 |
Resident Fee [Member] | ||||
REVENUES | ||||
Total revenues | $ 3,068,470 | $ 3,297,981 | $ 6,193,231 | $ 7,042,042 |
Adult Day Care [Member] | ||||
REVENUES | ||||
Total revenues | 64,724 | 0 | 148,620 | |
Commercial Property Rental Revenue [Member] | ||||
REVENUES | ||||
Total revenues | $ 2,358 | $ 0 | $ 3,919 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Temporary Equity, Convertible Preferred Stock and Deficit (Unaudited) - USD ($) | Total | Temporary Equity Series F [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] |
Beginning balance, value at Dec. 31, 2020 | $ (19,796,223) | $ 10,969,078 | $ 329 | $ 13,049 | $ 17,913,638 | $ (45,522,907) | $ (27,595,891) | $ 7,799,668 |
Beginning balance, shares at Dec. 31, 2020 | 4,606,853 | 328,925 | 13,048,942 | |||||
Stock compensation for services | 701,006 | $ 465 | 689,776 | 690,241 | 10,765 | |||
Stock compensation for services, shares | 465,466 | |||||||
Accrued of series I Convertible Preferred Stock in subsidiary | 2,577,235 | 2,320,235 | 2,320,235 | 257,000 | ||||
Issuance of partnership units in subsidiary | 413,062 | 413,062 | ||||||
PIK dividends accruals on Convertible Preferred Stock F | $ 2,763,919 | |||||||
PIK dividends accruals on Convertible Preferred Stock F, shares | 138,196 | |||||||
Series F Incentive Common Stock | ||||||||
Series I adjustment | 1,029,234 | 1,029,234 | 1,029,234 | |||||
Net loss | (9,872,292) | 0 | (10,500,563) | (10,500,563) | 628,271 | |||
Ending balance, shares at Jun. 30, 2021 | (24,947,978) | $ 13,732,997 | $ 329 | $ 13,514 | 21,952,883 | (56,023,470) | (34,056,744) | 9,108,766 |
Ending balance, shares at Jun. 30, 2021 | 4,745,049 | 328,925 | 13,514,408 | |||||
Beginning balance, value at Mar. 31, 2021 | (23,832,851) | $ 12,393,392 | $ 329 | $ 13,349 | 19,924,613 | (52,064,820) | (32,126,529) | 8,293,678 |
Beginning balance, shares at Mar. 31, 2021 | 4,693,045 | 328,925 | 13,348,614 | |||||
Stock compensation for services | 638,061 | $ 166 | 637,895 | 637,895 | ||||
Stock compensation for services, shares | 165,795 | |||||||
Accrued of series I Convertible Preferred Stock in subsidiary | 640,000 | 640,000 | ||||||
Issuance of partnership units in subsidiary | (2,180,974) | (2,781,078) | (2,781,078) | 600,104 | ||||
PIK dividends accruals on Convertible Preferred Stock F | 1,390,373 | 1,339,605 | 1,390,373 | 1,390,539 | ||||
PIK dividends accruals on Convertible Preferred Stock F, shares | ||||||||
Series F Incentive Common Stock | ||||||||
Series I adjustment | ||||||||
Net loss | (1,602,588) | (1,177,572) | (1,177,572) | (425,016) | ||||
Ending balance, shares at Jun. 30, 2021 | (24,947,978) | $ 13,732,997 | $ 329 | $ 13,514 | 21,952,883 | (56,023,470) | (34,056,744) | 9,108,766 |
Ending balance, shares at Jun. 30, 2021 | 4,745,049 | 328,925 | 13,514,408 | |||||
Beginning balance, value at Dec. 31, 2021 | (36,792,907) | $ 16,857,267 | $ 329 | $ 14,915 | 17,069,481 | (65,208,327) | (48,123,602) | 11,330,695 |
Beginning balance, shares at Dec. 31, 2021 | 4,797,052 | 328,925 | 14,914,458 | |||||
Accrued of series I Convertible Preferred Stock in subsidiary | 273,128 | 273,128 | ||||||
PIK dividends accruals on Convertible Preferred Stock F | (3,274,941) | $ 3,274,941 | (3,274,941) | (3,274,941) | ||||
Series F Incentive Common Stock | (669,898) | $ 2,859 | (2,853) | (669,904) | (669,898) | |||
Series F Incentive Common Stock, shares | 2,861,334 | |||||||
Series I adjustment | 0 | 0 | ||||||
Dissolution of Longhorn Hospitality | (3,871,239) | 3,871,239 | ||||||
Net loss | (5,354,783) | (5,136,371) | (5,136,371) | (218,412) | ||||
Ending balance, shares at Jun. 30, 2022 | (45,819,401) | $ 20,132,208 | $ 329 | $ 17,774 | 9,920,448 | (67,143,363) | (57,204,812) | 11,385,411 |
Ending balance, shares at Jun. 30, 2022 | 4,797,052 | 328,925 | 17,775,792 | |||||
Beginning balance, value at Mar. 31, 2022 | (41,894,064) | $ 18,476,282 | $ 329 | $ 17,774 | 11,576,374 | (64,811,535) | (53,217,058) | 11,322,994 |
Beginning balance, shares at Mar. 31, 2022 | 4,797,052 | 328,925 | 17,775,792 | |||||
Accrued of series I Convertible Preferred Stock in subsidiary | 136,564 | 136,564 | ||||||
PIK dividends accruals on Convertible Preferred Stock F | (1,655,926) | $ 1,655,926 | (1,655,926) | (1,655,926) | ||||
Series F Incentive Common Stock | ||||||||
Series I adjustment | ||||||||
Dissolution of Longhorn Hospitality | ||||||||
Net loss | (2,405,975) | (2,331,828) | (2,331,828) | (74,147) | ||||
Ending balance, shares at Jun. 30, 2022 | $ (45,819,401) | $ 20,132,208 | $ 329 | $ 17,774 | $ 9,920,448 | $ (67,143,363) | $ (57,204,812) | $ 11,385,411 |
Ending balance, shares at Jun. 30, 2022 | 4,797,052 | 328,925 | 17,775,792 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (5,136,371) | $ (3,971,204) | |
Loss from discontinued operations, net of tax | (170,980) | (312,012) | |
Loss from continued operations | (4,965,391) | (3,659,192) | |
Adjustments required to reconcile net loss to cash flows used in operating activities | |||
Depreciation and amortization expense | 372,260 | 174,459 | |
Allowance for doubtful accounts | 206,741 | $ 108,360 | |
Amortization of right of use assets | 920,473 | ||
Gain of PPP loan forgiveness | (992,316) | ||
Non-cash lease expenses | 218,844 | ||
Stock based compensation | 637,896 | ||
Amortization of debt issuance costs | 433,001 | 258 | |
Unrealized gain on securities | (244,000) | ||
Changes in operating assets and liabilities | |||
Accounts receivable | (67,736) | (133,436) | |
Prepaid expenses | (243,270) | 6,314 | |
Accounts payable | 1,427,151 | 570,502 | |
Accrued expenses | 1,195,820 | 72,001 | |
Accrued interest | 8,769 | ||
Deferred revenue | (201,931) | ||
Other non-current assets | 680,335 | 1,692,243 | |
Other current liabilities | (172,501) | (1,552,398) | |
Change in operating lease liability | (462,233) | (73,867) | |
Net cash used in activities of continuing operations | (1,874,407) | (2,276,797) | |
Net cash provided by (used in) operating activities of discontinued operations | 155,834 | ||
Net cash used in operating activities | (1,874,407) | (2,120,963) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Payments for property and equipment | (28,310) | (26,720) | |
Proceeds from sale of non-consolidated subsidiary: | |||
Payment for capitalized software costs | (480,000) | ||
Net cash used in investing activities of continuing operations | (28,310) | (506,720) | |
Net cash used in investing activities | (28,310) | (506,720) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repayment of debt | (2,255,374) | 38,202 | |
Borrowings on debt, net | 3,394,568 | 2,345,180 | |
Proceeds from sale of preferred stock and member units in subsidiary | 670,062 | ||
Net cash provided by continuing operations | 1,139,194 | 3,053,444 | |
Net cash used in financing activities of discontinued operations | (201,552) | (492,428) | |
Net cash provided by in financing activities | 937,642 | 2,561,016 | |
Change in cash and restricted cash from continuing operations | (763,523) | 269,927 | |
Change in cash and restricted cash from discontinued operations | (201,552) | (336,594) | |
Cash and restricted cash at beginning of the year | 870,066 | 870,066 | |
Cash and restricted cash at end of year | (965,075) | 803,399 | |
Cash and cash equivalents | 696,915 | 965,075 | |
Restricted cash | 10,000 | 106,484 | 10,000 |
Total cash and restricted cash | 10,000 | 803,399 | 975,075 |
Cash and cash equivalents | 965,075 | 780,262 | 780,262 |
Restricted cash | 10,000 | 89,804 | 89,804 |
Total cash and restricted cash | $ 975,075 | $ 870,666 | $ 870,666 |
Organization, Description of Or
Organization, Description of Organization, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization, Description of Organization, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern | 1. Organization, Description of Organization, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern Description of Business Clearday, Inc., a Delaware corporation (the “Company”), formerly known as Superconductor Technologies Inc., was established in 1987 and closed a merger with Allied Integral United, Inc., a Delaware corporation (“AIU”), on September 9, 2021. This merger was described in our registration statement (“Merger Registration Statement”) on Form S-4, as amended and supplemented (Registration No. 333-256138). Prior to the closing of the merger, the Company was a leading company in developing and commercializing high temperature superconductor (“HTS”) materials and related technologies. As described in the Merger Registration Statement, after the merger, the Company continued the businesses of AIU and continued the businesses of the Company related to its Sapphire Cryocooler and its related patents and intellectual property. AIU was incorporated on December 20, 2017 and began its business on December 31, 2018 when it acquired the businesses of five (5) memory care residential facilities and other businesses (the “2018 Acquisition”). The memory care business is conducted through the Company’s Memory Care America LLC subsidiary (“MCA”), which has been in the residential care business since November 2010 and has been managed by the Company’s executives for approximately 6 years. Since the 2018 Acquisition, the Company has been developing innovative care and wellness products and services focusing on the older American market. All of the Company’s assets that were acquired in the 2018 Acquisition and are not related to the memory care facilities or the non-acute care and wellness industry were designated as non-core businesses and held for disposition. Accordingly, such assets and liabilities are classified as held for sale in the unaudited condensed consolidated balances sheets as of June 30, 2022, and December 31, 2021. Additionally, the results of operations for these non-core businesses are classified as income from discontinued operations within the unaudited condensed consolidated statements of operations for the six months ended June 30, 2022 and 2021. Liquidity and Going Concern The Company has incurred significant cumulative consolidated operating losses and negative cash flows. As of June 30, 2022, the Company has an accumulated deficit of $ 67,143,363 continued loss from operations of $ 4,965,391 and net loss from discontinued operations in the amount of $ 170,980 . These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources, including the continued sale of its non-core assets and sale or disposition of other assets. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result should the Company not continue as a going concern. Management does not believe they have sufficient cash for the next twelve months from the date of this report to continue as a going concern without raising additional capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. In 2019, AIU Alternative Care, Inc., a Delaware corporation (“AIU Alt Care”), and Clearday Alternative Care Oz Fund, L.P, a Delaware limited partnership (“Clearday OZ Fund”), were formed by AIU. The Company owns all of the voting interests of AIU Alt Care and is the sole general partner of Clearday OZ Fund, and less than 1% In November, 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% 0.01 1,500,000 700,000 1,500,000 10.00 In October, 2019, AIU Alt Care formed AIU Impact Management, LLC and Clearday OZ Fund was formed. AIU Impact Management, LLC manages Clearday OZ Fund as its general partner, owns 1% 99% The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund are equal to (i) the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the AIU Merger, this exchange rate was 1 share for every $10.00 of aggregate amount of the investment plus such accrued and unpaid dividends The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statement of operations. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements of the Company and of AIU that are contained in the Company’s Form 10-K, as amended and supplemented. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated upon consolidation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Basis of Presentation Basis of Presentation - Unaudited Interim Financial Information The unaudited condensed consolidated financial statements as of June 30, 2022 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and GAAP. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements. In the opinion of the Company, these unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly the Company’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of results for a full year or future periods. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, as well as the audited consolidated financial statements of AIU that are included in our Annual Report on Form 10-K, as amended and supplemented. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates and assumptions are reasonable, however, actual results may differ and could have a material effect on future results of operations and financial position. The impact of the COVID-19 pandemic could continue to have a material adverse effect on the Company’s business, results of operations, financial condition, liquidity, and prospects in the near-term and beyond 2022. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on its results of operations, financial condition and cash flows is highly uncertain, and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances, the allowance of doubtful accounts, self-insurance reserves, long-lived assets, impairment of long-lived assets and estimates concerning our provisions for income taxes. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Fair Value of Financial Instruments The Company’s financial instruments are limited to cash, accounts receivable, debt and equity investments, accounts payable, operating leases and mortgage notes payable. The fair value of these financial instruments was not materially different from their carrying values on June 30, 2022. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Cash and Restricted Cash Cash, consisting of short-term, highly liquid investments and money market funds with original maturities of six months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market. Restricted cash as of June 30, 2022 and December 31, 2021 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. Investments The Company follows ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The Company has no investment in securities as of June 30, 2022. Goodwill Goodwill, which has an indefinite useful life, represents the excess of purchase consideration over fair value of net assets acquired. The Company determines whether goodwill may be impaired by comparing the carrying value of the single reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value is less than the carrying amount, a more detailed analysis is performed to determine whether goodwill is impaired. The impairment loss, if any, is measured as the excess of the carrying value of the goodwill over the implied fair value of the goodwill and is recorded in the Company’s consolidated statements of operations. Software Capitalization With regards to developing software, any application costs incurred during the development state, both internal expenses and those paid to third parties are capitalized. At June 30. 2022 and December 31, 2021, $ 2,743,525 1,783,525 Risks and Uncertainties The Company’s financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, investments, and trade receivables. At certain times throughout the year, the Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institutions in which those deposits are held. The Company performs ongoing credit evaluations of its customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography, of the customer base. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was adopted. The CARES Act appropriated funds for the U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations and employment related tax credits to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company continues to examine the impact that the CARES Act may have on its business and is currently, unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The Company is also considering other applicable federal and state programs, including the Families First Coronavirus Response Act, which is a federal law meant to respond to the economic impacts of the ongoing COVID-19 pandemic that provides certain credits to employers, and the Work Opportunity Tax Credit (WOTC), which is a federal tax credit available to employers who invest in American job seekers who have consistently faced barriers to employment. Employers may meet their business needs and claim a tax credit if they hire an individual who is in a WOTC targeted group. Earnings Per Share Basic and diluted earnings per share are computed and disclosed in accordance with FASB ASC Topic 260, Earnings Per Share. The Company utilizes the two-class method to compute earnings available to common shareholders. Under the two-class method, earnings are adjusted by accretion amounts to redeemable noncontrolling interests recorded at redemption value. The adjustments represent dividend distributions, in substance, to the noncontrolling interest holder as the holders have contractual rights to receive an amount upon redemption other than the fair value of the applicable shares. As a result, earnings are adjusted to reflect this in substance distribution that is different from other common shareholders. In addition, the Company allocates net earnings to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable at their estimated net realizable value. Additionally, the Company estimates allowances for uncollectible amounts based upon factors which include, but are not limited to, historical payment trends, write-off experience, and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Schedule of Allowance for Doubtful Accounts Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-Offs Balance at December 31, 2021 $ 68,911 $ 108,360 $ (177,277 ) $ 0.00 June 30, 2022 - $ - $ - $ - Assets and Liabilities Held for Sale The company has classified its real estate as held for sale as these are non-core assets no longer used in operations. The company recorded these assets as the less of cost or carrying value. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Schedule of Estimated Useful Lives Asset Class Estimated Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). Valuation of Long-Lived Assets Long-lived assets to be held and used, including property and equipment, right to use assets and definite life intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Note 3 - Real Estate, Property and Equipment, Net Gain (Loss) on Sale of Assets The Company enters into real estate transactions which may include the disposal of certain commercial shopping centers and hotels, including the associated real estate; such transactions are recorded in Note 5 – Discontinued Operations. The Company recognizes gain or loss on these property sales when the transfer of control is complete. The Company recognizes gain or loss from the sale of equity method investments when the transfer of control is complete, and the Company has no continuing involvement with the transferred financial assets. Legal Proceedings and Claims The Company has been, is currently, and expects in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of the Company’s business, some of which may involve material amounts. The Company establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Also, the defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require the Company to incur significant expense. The Company accounts for claims and litigation losses in accordance with FASB, Accounting Standards Codification™, or ASC, Topic 450, Contingencies Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Lease Accounting The Company follows FASB ASC Topic 842, Leases Lessee The Company regularly evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers). The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 17 The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of June 30, 2022. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s unaudited condensed balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of June 30, 2022. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor The Company’s lessor arrangements primarily included tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. Income Taxes The Company’s income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in the Company’s unaudited condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its unaudited condensed consolidated statements of operations. Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our unaudited consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our unaudited condensed consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. Core Business – Continuing Operations Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three months ended June 30, 2022 % 2021 % Revenue from contracts with customers: Resident rent - over time $ 3,038,344 97 % $ 3,178,061 96 % Day care 64,724 2 % - - Amenities and conveniences - point in time 30,126 1 % 119,920 4 Total revenue from contracts with customers $ 3,133,194 100 $ 3,297,981 100 For the six months ended June 30, 2022 % 2021 % Revenue from contracts with customers: Resident rent - over time $ 6,141,433 97 % $ 6,802,200 97 % Day care 148,620 2 % - Amenities and conveniences - point in time 51,798 1 % 239,842 3 % Total revenue from contracts with customers $ 6,341,851 $ 7,042,042 100 % The Company relinquished operations of its facility that was located in Simpsonville, South Carolina (the “Simpsonville Facility”) effective September 30, 2021. Total residential rent revenues for the three months and six months ended June 30, 2022 do not include any such revenues from the Simpsonville Facility, which were $ 307,327 659,265 Resident rent from the Company’s same residential facilities increased by $167,610 5.8 6,502 0.1 Day care revenue is from Primrose Day care center, which we purchased in the second quarter of 2021. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Cost of Product Revenue Cost of product revenue represents direct and indirect costs incurred to bring the product to saleable condition. Research and Development Expenses All research and development costs are charged to expense as incurred. Research and development expenses primarily include (i) payroll and related costs associated with research and development performed, (ii) costs related to clinical and preclinical testing of the Company’s technologies under development, and (iii) other research and development costs including allocations of facility costs. PPP Loans The Company recognizes Paycheck Protection Program loans (PPP loans) under the Small Business Administration as debt instruments in accordance with ASC 470, Debt. ERTC Funds The Company was eligible to claim the employee retention tax credit (“ERTC”) for certain employees under the CARES Act. The 2021 refundable tax credit is available to employers that fully (or partially) suspend operations during any calendar quarter in 2021 due to orders from an appropriate governmental authority, which limits commerce, travel, or group meetings due to COVID-19. The credit is equal to 70% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $ 7,000 General and Administrative Expenses General and administrative expenses represent personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs), audit and other consulting services, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs, depreciation and amortization, and other general corporate overhead expenses. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Real Estate, Property and Equip
Real Estate, Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Real Estate, Property and Equipment, Net | 3. Real Estate, Property and Equipment, Net Property and equipment, net, consists of the following: Memory Care Facilities and Corporate Schedule of Real Estate, Property and Equipment Estimated Useful Lives June 30, 2022 December 31, 2021 Land $ 1,255,477 $ 1,255,477 Building and building improvements 39 4,508,797 4,508,797 Furniture, fixtures, and equipment 3 7 6,116,223 5,127,466 Total 11,880,497 10,891,740 Less accumulated depreciation (3,708,785 ) (3,472,904 ) Real estate, property and equipment, net $ 8,171,712 $ 7,418,836 Non-core businesses classified as assets held for sale: Estimated Useful Lives June 30, 2022 December 31, 2021 Land $ 1,007,735 $ 1,688,070 Building and building improvements 39 466,447 466,447 Other 3 5 - - Total 1,474,182 2,154,517 Less: accumulated depreciation (68,272 ) (68,272 ) Real estate, property and equipment, net $ 1,405,910 $ 2,086,245 The Company recorded depreciation expense relating to real estate, property, and equipment for the Company’s memory care facilities and corporate assets in the amount of $ 185,044 372,259 129,665 304,124 The Company has reviewed the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication that the value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. The Company determined estimated fair value based on input from market participants, the Company’s experience selling similar assets, market conditions and internally developed cash flow models that the Company’s assets or asset groups are expected to generate, and the Company considers these estimates to be a Level 3 fair value measurement. Based on the Company’s review of carrying value of long-lived assets included in discontinued operations, the Company concluded that a)several of its properties were sold and did not warrant consideration; b) certain properties belonging to their continuing operations segment generate revenue, are cash flow positive and have assets with low carrying values as compared to the recoverable amounts and therefore do not meet impairment requirements; and that c) several properties might be impaired due to extended closures. Both the SeaWorld and Buda hotels have experienced extended closures since March, 2020 due to the COVID-19 pandemic and this has meant significant reductions in cash flows and on the ability to repay the mortgage loans on the properties. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | 4. Leases The Company follows ASC 842, as discussed in Note 1 – Summary of Significant Accounting Policies, the Company has elected the package of practical expedients offered in the transition guidance which allows management not to reassess the lease identification, lease classification, and initial direct costs. The Company has elected the accounting policy practical expedient to exclude recording short term leases for all asset classes, as right-of-use assets, and lease liabilities on the unaudited condensed consolidated balance sheet. Finally, the Company has elected to recognize lease components and non-lease components separately for real estate leases. Leases for Memory Care Facilities The Company leases three memory care facilities from MHI-MC San Antonio, LP, MHI-MC Little Rock, LP, and MHI-MC New Braunfels, LP (collectively “MHI entities”) under three separate lease agreements and originally recorded a right of use asset and a lease liability of $ 35,782,153 As of June 30, 2022, the Company leased the memory care Simpsonville Facility from MC-Simpsonville, SC-1-UT, LLC (the “Simpsonville Landlord”) under a 15-year non-cancelable lease agreement. Beginning January 2019, the Company ceased paying the Simpsonville Landlord rent. The Landlord filed a lawsuit against the guarantors of the lease and on October 21, 2020. During the third quarter of 2022, the Company and the Simpsonville Landlord terminated this lease and agreed to settle this litigation. See Note 7 – Commitments and Contingencies for additional information. All leases are classified as operating leases. The Company does not have any leases within its non-core business. Therefore, no right-of-use assets or lease liabilities were recorded within non-current assets held for sale or lease liability on the unaudited condensed consolidated balance sheet following the adoption of ASC 842. Weighted-average remaining lease terms and discount rate as of June 30, 2022, are 13.5 8.25 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Lease Costs For the three & six months ended June 30, 2022 and 2021, the lease costs recorded in the unaudited condensed consolidated statement of operations are as follows: Schedule of Lease Cost For the Three Months Ended June 30, 2022 2021 Lease costs: Operating lease costs $ 1,104,608 $ 1,357,497 Short-term lease costs 8,100 $ 7,434 Total lease costs $ 1,112,708 $ 1,364,932 For the Six Months Ended June 30, 2022 2021 Lease costs: Operating lease costs $ 2,293,753 $ 2,487,040 Short-term lease costs 19,094 $ 25,922 Total lease costs $ 2,312,847 $ 2,512,961 Operating Lease Payments The following table summarizes the maturity of the Company’s operating lease liabilities as of June 30, 2022: Schedule of Maturities of Operating Lease Liabilities Year Ending Operating Leases 2022 (Remaining of 2022) $ 2,014,996 2023 4,114,830 2024 4,211,665 2025 4,310,799 2026 4,412,289 2027 4,516,191 Thereafter 40,289,687 Total minimum lease payments $ 63,870,457 Less: amounts representing interest 26,736,067 Present value of future minimum lease payments 37,134,391 Less: current portion 1,041,859 Non-current lease liabilities $ 36,092,532 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations The Company held two hotel properties during 2021, each of which were classified as non-core assets and were sold or disposed of during 2021. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements During the quarter ended June 30, 2022, the Company sold one non-core asset: Clearday sold on June 30, 2022 unimproved land of approximately 2 980,000 On April 5, 2022, Leander Associates, Ltd., a Texas limited partnership (“Leander Seller”) also executed a Purchase and Sale Agreement with Leander Ridge, LLC, a Texas limited liability company (“Buyer”) to sell one of Clearday’s non-core assets: a land parcel located in Leander, Texas (the “Leander Property”) for a consideration of $ 392,040 9.00 1,842,588 6 43,000 The following statements are the unaudited condensed consolidated balance sheets and income statements for the Company’s discontinued operations: Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements June 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ - $ - Restricted cash - - Accounts receivable - - Prepaid expenses - - Total current assets $ - $ - Investments in non-consolidated entities - - Note Receivables - - Real estate, property and equipment, net 1,405,910 2,086,245 Total long-term assets held for sale 1,405,910 2,086,245 TOTAL ASSETS $ 1,405,910 $ 2,086,245 LIABILITIES Current liabilities: Accounts payable $ - Accrued expenses $ 460,691 438,192 Accrued interest - - Current portion of long-term debt 805,000 1,000,000 Total current liabilities 1,265,691 1,438,192 Long-term liabilities: Note payable 421,470 487,678 Long-term debt, less current portion 218,617 225,169 Total long-term liabilities held for sale 640,087 712,847 TOTAL LIABILITIES $ 1,907,778 $ 2,151,039 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Six Months Ended June 30, 2022 2021 REVENUES Commercial property rental revenue $ (42,986 ) $ (42,359 ) Total revenues, net (42,986 ) (42,359 ) Costs and expenses Operating expenses 45,355 72,754 General and administrative expenses 21,033 328,684 Total operating expenses $ 66,388 $ 401,438 Loss from operations (23,402 ) (359,077 ) Other/(income) expenses Interest expense 147,578 162,599 Gain on disposal of assets 15,000 Equity income from investees, net of applicable taxes - Impairment expense (recovery) (811,061 ) Other (income) expenses (357,859 ) Total (income)/expense 147,578 (991,321 ) Net loss $ (170,980 ) $ 632,244 |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | 6. Indebtedness As of June 30, 2022 and December 31, 2021, the current portion of long-term debt within the Company’s unaudited condensed financial statements for our core MCA and Corporate facilities is $ 9,293,965 3,941,782 As of June 30, 2022 and December 31, 2021 the long term debt less the current portion of the company debt is $ 396,790 5,572,427 Note 2 – Summary of Significant Accounting Policies Interest and Future Maturities The Company has recorded interest expense in the accompanying unaudited condensed consolidated financial statements of $ 395,045 896,643 194,618 273,399 85,753 170,980 632,243 944,255 The change in the interest expense reflects primarily the impact of the factoring loans we have taken out which carry a higher interest rate. Schedule of Long Term Debt As of June 30, Continuing Core Discontinued Non-Core Total 2022 8,123,233 - 8,123,233 2023 4,550,000 805,000 5,355,000 2024 - - 0 2025 566,208 421,470 987,678 Thereafter 494,900 218,617 713,517 Total obligations $ 13,734,341 $ 1,445,087 $ 15,179,428 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The following table summarizes the maturity of the Company’s long-term debt and notes payable as of June 30, 2022: Schedule of Long Term Debt and Notes Payables Maturity Date Interest June 30, December 31, Memory Care (Core) Facilities: Naples Equity Loan May 2023 9.95 % 4,550,000 4,550,000 Libertas Financing Agreement May 2022 0.00 % - 283,685 New Braunfels Samson Funding 1 April 2022 0.00 % - 80,467 New Braunfels Samson Group 2 April 2022 0.00 % - 80,467 Naples Operating LG Funding April 2022 0.00 % - 92,519 Naples LLC CFG Merchant Solutions September 2022 0.00 % - 134,239 MCA Invesque Loan January 2024 8.50 % - 57,452 New Braunfels Business Loan March 2022 6.25 % 10,994 64,072 Gearhart Loan December 2022 7.00 % 193,578 213,578 Five C’s Loan December 2022 9.85 % 325,000 325,000 Jefferson May 2023 12.00 % 168,000 - GS Capital May 2023 12.00 % 115,800 - Firstfire May 2023 12.00 % 172,200 - SBA PPP Loans February 2022 1.00 % 1,518,682 2,510,998 Buda 2K Hospitality LLC October 2022 15.00 % - 100,000 Equity Secure Fund I, LLC June 2022 11.50 % 1,000,000 1,000,000 New Braunfels Samson Funding 1 April 2023 0.00 % - - New Braunfels Samson Group 2 April 2023 0.00 % - - Naples LLC CFG Merchant Solutions January 2023 0.00 % - - Bank Direct Payable Dec 2022 3.13 % 521,013 - Naples Operating PIRS Capital March 2023 0.00 % 416,000 - Little Rock Libertas February 2023 0.00 % 408,205 - PIRS Capital Financing Agreement March 2023 0.00 % 206,545 - New Braunfels Samson Funding 1 February 2023 0.00 % 118,286 - New Braunfels Samson Group 2 February 2023 0.00 % 216,857 - Little Rock Samson Funding #3 May 2023 0.00 % 112,005 - Naples Samson #1 May 2023 0.00 % 112,417 - Sixth Street April 2023 12.00 % 154,980 - Westover Samson #1 April 2023 0.00 % 173,259 - Naples LG Funding #2 April 2023 0.00 % 211,210 - New Braunfels Samson #1 April 2023 0.00 % 36,591 - Little Rock Premium Funding April 2023 0.00 % 258,750 - Notional amount of debt 11,000,372 9,492,477 Less: current maturities 10,014,800 4,910,863 $ 985,572 $ 4,581,614 Non-core businesses classified as liabilities held for sale: Real Estate: Artesia Note (6) June 2033 Variable $ 218,617 $ 225,436 Tamir Note March 2022 12.00 % - 300,000 Leander Note April 2022 12.75 % - 700,000 Leander Stearns National Association February 2023 10.375 % 805,000 - Notional amount of debt 1,023,617 1,225,436 Less: current maturities 805,000 1,000,000 $ 218,617 $ 225,436 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partners promissory note December 2025 0.09 % $ 66,208 $ 66,208 EIDL SBA Treas 310 December 2051 3.75 % 494,900 494,900 AGP Contract October 2022 2.00 % 2,367,476 2,522,922 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 3,428,584 3,584,030 Other Current Liabilities Related Party Payable - Guarantee Fees 668,023 283,023 $ 668,023 $ 283,023 Non-Core Businesses (Discontinued Continuing Operations) Notes Payable Cibolo Creek Partners promissory note December 2025 0.09 % $ 421,470 $ 421,470 Notional amount of debt 421,470 421,470 * On July 7, 2022, this note was modified to reduce the principal to $ 550,000 March 31, 2023 On the accompanying unaudited condensed consolidated balance sheet for core business operations includes $ 694,615 0 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Memory Care (Core) Facilities: Naples Equity Loan On April 29, 2021, the Company executed a secured promissory note with Benworth Capital Partners, LLC in the amount of $ 4,550,000 2,739,195 354,357 1,456,448 9.95 PPP Loans In May 2020, the Company was granted four separate loans under the Paycheck Protection Program (the “PPP Loans”) administered by the United States Small Business Administration (“SBA”) established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which has enabled the Company to retain the Company’s employees during the period of disruption created by the Coronavirus pandemic. STI was granted one loan in March 2021. The PPP Loans, which are evidenced by Notes issued by the Company (the “Note”), mature in May 2022 and bear interest at a fixed rate of 1.0% per annum, accruing from May 2020 (“Loan Date”) and payable monthly. The Note is unsecured and guaranteed by the SBA. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Note provides for customary defaults, including failure to make payment when due or to fulfill the Company’s obligations under the notes or related documents, reorganizations, mergers, Consolidations or other changes to the Company’s business structure, and certain defaults on other indebtedness, bankruptcy events, adverse changes in financial condition or civil or criminal actions. The PPP Loans may be accelerated upon the occurrence of a default. We expect that our remaining PPP loans (including STI) will be forgiven in the upcoming months. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements AGP Promissory Note The Company entered into an unsecured promissory note with A.G.P./Alliance Global Partners (“AGP”) which was the financial adviser to AIU in connection with the merger. The $ 2,419,420 , principal balance amount due of this note represents the unpaid fee amount then owed to AGP for its services. Interest under this note accrues at 2 % per annum. The Company was obligated to make monthly payments of $ 30,000 and pay 50% of net proceeds (which shall be deemed gross proceeds minus direct selling costs, expenses and commissions) received, directly or indirectly, by the Company and/or its subsidiaries from the issuance of any equity or equity-linked financing (including convertible debt), less any selling commissions. Accrued and unpaid obligations of this note were due on September 10, 2022 . On July 7, 2022, the Company and AGP modified the obligations under this note in consideration of a payment of $ 175,000 . The modified note reduced the principal balance to $ 550,000 as of such date, provides for interest to continue to accrue at 2 % per annum, extended the maturity from September 10, 2022 to March 31, 2023 and provides that the note represents all of the obligations of the Company to AGP. The Company may continue to prepay this note at any time without penalty or fee and will continue to pay 25% of net proceeds (which shall be deemed gross proceeds minus direct selling costs, expenses and commissions) received, directly or indirectly, by the Company and/or its subsidiaries from the issuance of any equity or equity-linked financing (including convertible debt), less any selling commissions. New Braunfels Business Loan On December 23, 2015, the Company executed a business loan agreement with ServisFirst Bank for $ 600,000 March 2022 6.25 Gearhart Loan On April 1, 2012, the Company executed a promissory note with Betty Gearhart for $ 200,000 7.0 238,578 218,578 Five C’s, LLC Loan As of April 1, 2019, the Five C’s LLC entered into an agreement issuing capital stock that reduced obligations under an existing promissory note to $ 325,000 9.85 December 31, 2022 Equity Secured Fund I, LLC On March 26, 2021, the Company executed a promissory note for $ 1,000,000 April 26, 2022 11.50 803,963 115,000 44,891 5,575 31,000 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Firstfire On April 5, 2022, Clearday, Inc. (the “ Company Note Purchase Agreement Note 150,000 3,750 18,450 172,200 12 The Note provides for a one year maturity. Monthly payments on the Note of $ 19,286.40 Event of Default Jefferson Street On May 16, 2022, we entered into a Securities Purchase Agreement (the “Jefferson Purchase Agreement”) to issue an unsecured promissory note (the “Jefferson Note”) to an institutional lender. This Jefferson Note provides for the proceeds to us of $ 150,000 18,000 12 168,000 15,000 135,000 12 20,160 one year 18,816 July 16, 2022 The Jefferson Note is unsecured. The Jefferson Note provides specified events of default (a “Jefferson Event of Default”) including failure to timely pay the monetary obligations under the Jefferson Note and such breach continues for a period of ten (10) days after written notice from the Jefferson Noteholder’ a breach of covenants under the Jefferson Note or the Jefferson Purchase Agreement that continues for a period of twenty (20) days after written notice by the Jefferson Noteholder; breach of any representation and warranty in the Jefferson Note or Jefferson Purchase Agreement; commencement of bankruptcy or similar proceedings; failure to maintain the listing of Clearday’s common stock on at least one of the Over-the-Counter markets such as the OTCQX; the failure of Clearday to comply with the reporting requirements of the Securities Exchange Act; Clearday’s liquidation, or a financial statement restatement by Clearday. Upon any Jefferson Event of Default, the obligations under the Note will accrue interest at an annual rate of 22% and, if such Jefferson Event of Default is continuing at any time that is 180 days after the date of the Note, provide the Noteholder the right and option to convert the obligations under the Note to shares of Clearday’s common stock. The price for any such conversion is equal to 75% (or a 25% discount) of the average of the five (5) lowest per share daily volume-weighted average price of Clearday’s common stock over the ten (10) consecutive trading days that are not subject to specified market disruptions immediately preceding the date of the conversion. The conversion right of the holder of the Jefferson Note is subject to a customary limitation on beneficial ownership of 4.99% of Clearday’s common stock. Each of the Jefferson Note and the Jefferson Purchase Agreement has other customary covenants and provisions, including representations and warranties, payment of brokers, and indemnification, that Clearday will not sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business without the consent of the holder of the Jefferson Note and Clearday will maintain a reserve of authorized and unissued shares of common stock sufficient for full conversion of the obligations under the Jefferson Note. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements GS Capital On May 20, 2022, we entered into a Securities Purchase Agreement (the “GS Purchase Agreement”) to issue an unsecured promissory note (the “GS Note”) to an institutional lender. This GS Note provides for the proceeds to us of $ 103,500 12,300 12 115,800 10,000 90,000 12 20,160 one year 12,969.60 The GS Note is unsecured. The GS Note provides specified events of default (a “GS Event of Default”) including failure to timely pay the monetary obligations under the GS Note, a breach of covenants under the GS Note or the GS Purchase Agreement; breach of any representation and warranty in the GS Note or GS Purchase Agreement; commencement of bankruptcy or similar proceedings; failure to maintain the listing of Clearday’s common stock on at least one of the Over-the-Counter markets such as the OTCQX; the failure of Clearday to comply with the reporting requirements of the Securities Exchange Act; Clearday’s liquidation, a financial statement restatement by Clearday, an judgment against Clearday that is not previously disclosed in our filings with the SEC that is for more than $150,000 and remains unvacated, unbonded or unstayed for 20 days, unless otherwise permitted by the holder of the GS Note, or cross defaults under any promissory note or similar instrument with initial principal obligations of $150,000 or more. Upon any GS Event of Default, the obligations under the GS Note will accrue interest at an annual rate of 22% and, if such GS Event of Default is continuing for 10 calendar days (but 30 calendar days if the Event of Default occurred in the first 150 days after the date of the GS Note), then from and after the date that is 180 days after the date of the holder of the GS Note may convert the obligations under the GS Note to shares of Clearday’s common stock. The price for any such conversion is equal to 75% (or a 25% discount) of the average of the five (5) lowest per share daily volume-weighted average price of Clearday’s common stock over the ten (10) consecutive trading days that are not subject to specified market disruptions immediately preceding the date of the conversion. The conversion right of the holder of the GS Note is subject to a customary limitation on beneficial ownership of 4.99% of Clearday’s common stock. Each of the GS Note and the GS Purchase Agreement has other customary covenants and provisions, including representations and warranties, payment of brokers, and indemnification, that Clearday will not sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business without the consent of the GS Noteholder and Clearday will maintain a reserve of authorized and unissued shares of common stock sufficient for full conversion of the obligations under the GS Note. The GS Note includes a most favored nations clause providing that the conversion price and interest rate of the GS Note will be adjusted on a ratchet basis if Clearday offers more favorable terms in any other unsecured borrowing that is $250,000 or less or that has a maturity date of one year or less such as conversion price, interest rate (whether through a straight discount or in combination with an original issue discount) or other more favorable term as to conversion price or interest rate to another party. Sixth Street The Note provides for the net funding to Clearday of $ 150,000 3,750 18,450 172,200 12 15,000 The Note provides for a one year maturity. Monthly payments on the Note of $ 19,286.40 Event of Default Upon any Event of Default, the obligations under the Note will accrue interest at an annual rate of 22% and, if such Event of Default is continuing at any time that is 180 days after the date of the Note, provide the Noteholder the right and option to convert the obligations under the Note to shares of Clearday’s common stock. The price for any such conversion is equal to 75% (or a 25% discount) of the average of the five (5) lowest per share daily volume-weighted average price of Clearday’s common stock over the ten (10) consecutive trading days that are not subject to specified market disruptions immediately preceding the date of the conversion. The conversion right of the Noteholder is subject to a customary limitation on beneficial ownership of 4.99% of Clearday’s common stock Debt Related to Assets Held for Sale Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Artesia Note On April 1, 2013, the Company executed a promissory note with FirstCapital Bank of Texas, N.A. for a principal amount of $ 314,500 266,048 June 23, 2033 The note has a variable interest rate equal to the greater of 6.0% or the Prime rate plus 1.0%. 6 the greater of 6% or the Prime rate of 3.25% plus 1.0% Leander Note On October 5, 2018, the Company executed a loan agreement with Equity Security Investments for a principal amount of $ 700,000 12.75 the maturity of the note was extended to April 5, 2021 805,000 February 10, 2023 10.75 56,000 Notes Payable The Company has notes payable to Cibolo Creek Partners, LLC, its affiliate Round Rock Development Partners, LP. These notes have a maturity date of December 31, 2025, and there is no interest accruing on any of these notes. Each of these lenders was a related party when the obligations were incurred. For more information, see Note 9 - Related Party Transactions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Contingencies The tenant, MCA Simpsonville Operating Company LLC, referred to as Tenant, of the Simpsonville Facility, and other affiliates of the Company have a dispute with the landlord of the Simpsonville Facility, MC-Simpsonville, SC-UT, LLC, referred to as the Landlord, and its affiliates (Embree Group of Companies: Embree Construction Group, Inc., Embree Asset Group, Inc., and Embree Capital Markets Group, Inc., referred to collectively as Embree) under the terms of the lease. The Tenant has stopped paying rent and related charges under the lease for the Simpsonville Facility from and after January 1, 2019. The Landlord has made demands for past rent but has not instituted legal action against the Tenant. Instead, the Landlord filed a lawsuit against the guarantors of the lease, including Trident Healthcare Properties I, L.P., referred to as Trident, which is a wholly owned subsidiary of the Company and an unconditional guaranty of such lease; and the personal guarantors of the Tenant’s obligations under the Lease, including the Company’s Chairman and Chief Executive Officer. The Company has an obligation to indemnify and hold such individuals (other than the Company’s Chairman) harmless under such personal guarantees, and Trident is a consolidated subsidiary in the Company’s financial statements. The Company’s Chairman has indemnified the Company for all obligations of the Company with respect to obligations to the Landlord in connection with this litigation, including the Company’s obligations to such indemnified individuals and the Company’s subsidiaries. This litigation is captioned and numbered MC-Simpsonville, SC-UT, LLC v. Steve Person, et. al., Cause No. 19-0651-C368 and is pending in the 368th Judicial District Court of Williamson County, Texas. On October 21, 2020, the trial court has issued a judgment on damages in the amount of $ 2,801,365 . The trial court has not made findings of fact related to the Tenant’s liability under the Lease. Additionally, the Guarantors has appealed the trial court judgement as they believed it has reasonable likelihood of success to reduce the judgment in the amount of $ 248,074 in attorney’s fees. The appellate court recently entered a ruling reversing and remanding the attorneys’ fees portion of the judgment to the trial court for renewed proceedings on that issue. After the entry of the appellate court’s ruling, the Guarantors filed a motion for rehearing on the narrow issue of pre-judgment interest calculation, on which the Guarantors believe that they have a reasonable likelihood of success. The Company has accrued an amount in the unaudited condensed consolidated financial statements as of June 30, 2022 that it determined was reasonable with respect to this contingency. Subsequently, this action was settled on August 5, 2022 as reflected by an Agreed Final Judgment for an aggregate amount of $ 3,012,011 , including costs and expenses in favor of the plaintiff, of which $ 2,763,936 was settled by the release of a cash bond that Tenant previously deposited with the Court and the remaining amount to be paid within six months. The Landlord filed a second action against Trident and the other guarantors on April 9, 2021, for claims similar to the action described above including relief for payment of rent past due and reimbursement of taxes from October 2020 to the time of the trial in this action. Trident and the other guarantors intend to respond to this action. The Company is not able to determine if it will prevail in such litigation. The Tenant entered into an agreement to transfer certain operations, including lease obligations, of the Simpsonville Facility. On August 5, 2022, in connection with the settlement of the action described above, Tenant and Landlord terminated the lease of the Simpsonville Facility as contemplated by such agreement to transfer of certain operations, including lease obligations, which permitted the Landlord to sell the Simpsonville Facility to a third party. The Company and Landlord are negotiating a settlement, including the amount and payment terms. There can be no assurance that the Company will settle this second action on terms that are acceptable or at all. See Note 16 - Subsequent Events. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Certain subsidiaries of the Company that operated hotel assets have not paid employment related taxes such as required withholdings for Texas State unemployment taxes and federal income tax and employee and employer contributions for FICA (Social Security and Medicare) taxes, and federal unemployment tax for the period from December 31, 2018 to December 31, 2020. These subsidiaries have since made the appropriate filings with the Internal Revenue Service and the Company has accrued the full estimated amount of the underpaid taxes as well as the estimated penalties and interest. As of June 30, 2022, the amount of the estimated taxes, penalties, and interest, assuming that there is no waiver or mitigation of the penalties, is $ 361,552 In addition, from time to time, the Company becomes involved in litigation matters in the ordinary course of its business. Such litigations include an action that alleges negligence and other claims regarding the death of a resident in a memory care facility. One such action was Michael Inderrieden, Individually and as Personal Representative of the Estate of Thomas Inderrieden v. MCA Simpsonville Operating Company, LLC dba Memory Care of Simpsonville; Allied Integral United, Inc. dba Clearday; Memory Care America, LLC.; MCA Management Company, Inc.; and MC-Simpsonville, SC-1-UT, LLC, that alleged various acts and breaches by the defendants that resulted in the death of a resident. This action was settled in the third quarter of 2022. Although the Company is unable to predict with certainty the eventual outcome of any litigation, the Company does not believe any of its currently pending litigation is likely to have a material adverse effect on its business. Indemnification Agreements Certain lease and other obligations of the Company are guaranteed in whole or in part by James Walesa and/or BJ Parrish and others. The Company has agreed to indemnify and hold each such individual harmless for all liabilities and payments on account of any such guaranty. The lease obligations of the Company for its lease obligations for four of its five MCA facilities, including the lease of the MCA community that is located in Simpsonville, South Carolina, referred to as the Simpsonville Facility. This is the facility that is the subject of litigation and judgement against certain of our subsidiaries. We have been fully indemnified by James Walesa for all obligations that the Company may incur with respect to an adverse judgement against the Company, including any post-judgement interest. Such indemnification by James Walesa is under an agreement dated as of July 30, 2020. Under such agreement, James Walesa receives a fee equal to 2 10.00 10.00 Subsequently, an amendment to the indemnification agreement above was signed on January 19, 2021 in which additional securities were pledged on behalf of James Walesa for all obligations that Company may incur with respect to an adverse judgement and/or any post-judgement interest. In the event that Mr. Walesa is required to make any payments under this amended indemnification agreement, then Company will issue shares of AIU Care, AIU Warrants and AIU Common Stock at $ 10.00 20.00 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Earnings Per Share Basic net income (loss) per common share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For the Company’s diluted earnings per share calculation, the Company uses the “if-converted” method for preferred stock and convertible debt and the “treasury stock” method for Warrants and Options. The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2022 and 2021, respectively. Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share Dilution shares calculation For the Six Months Ended June 30, 2022 2021 Series A Convertible Preferred Stock 328,925 328,925 Series F 6.75% Convertible Preferred Stock 4,797,052 4,745,049 Series I 10.25% Convertible Preferred Stock 320,657 - Limited Partnership Units 99,038 99,038 Warrants 4,036,320 1,107,896 Stock Options - - Total participating securities 9,581,992 6,280,908 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions Background The Related Party Disclosures Topic provides disclosure requirements for related party transactions and certain common control relationships. Accounting and reporting issues concerning certain related party transactions and relationships are addressed in other Topics. Information about transactions with related parties is useful in comparing an entity’s results of operations and financial position with those of prior periods and with those of other entities. It helps users of financial statements to detect and explain possible differences. Debt There are some loans in which executive management has loaned money to the Company. In addition, there are loans made by the Company itself in which certain executives personally guarantee the debt. Cibolo Creek Partners, LLC (“Cibolo Creek”) and its affiliate Round Rock Development Partners, LP (“RRDP”) have from time to time made loans to us under revolving credit notes that bear interest at the then applicable federal rate and are payable on demand or other date that was specified by such lender. In December 2018, AIU acquired businesses affiliated with Cibolo Creek. As of June 30, 2022, Cibolo Creek and Round Rock were owed $ 421,470 500,000 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Guarantees From time-to-time certain officers and directors will personally guarantee a loan. There is a guarantee fee agreement in place that details the amount of the fee as well as payment terms for certain executives in the Company. The amount of the fee is capped at 1 Other Transactions On February 18, 2022, MCA Naples, LLC (‘Seller’) executed a purchase agreement with Richard Morris, an executive vice president of the Company, and Arlene Berliner, JTWROS (the “Purchaser”) to sell undivided interests in the land and improvements (the “Naples Property”) that are used for its Memory Care of Naples care facility that is in Naples, Florida (the “Naples Facility”) for aggregate cash amount of $ 100,000 Related parties of the Company, including our Chief Executive Officer, have from time to time made as unsecured non-interest bearing advances that are due upon demand. As of June 30, 2022, the balance of such advances from officers were an aggregate amount of approximately $ 649,000 |
Deficit
Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Deficit | 13. Deficit The certificate of incorporation of Clearday, Inc., as amended in connection with the merger, provides for 80,000,000 10,000,000 0.001 Common Stock AIU awarded restricted shares of its common stock in the amount of 57,000 shares (representing 135,923 shares of Clearday, Inc. Common Stock) to various officers, directors and a consultant; during the six months ended June 30, 2021. For the six months ended June 30, 2022, Clearday did not award any restricted stock. Liquidation Preference In the event of the Company’s liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preferences that may be granted to the holders of any then outstanding shares of preferred stock. Preferred Stock Prior to the AIU Merger, AIU had Series A 6.75% cumulative convertible preferred stock, $ 0.01 4,797,052 0.001 5,000,000 4,797,052 4,797,052 20.00 2.38 The Series A Preferred Stock of the Company that was issued and outstanding prior to the merger remains issued and outstanding. Such preferred stock has a $ .001 2,000,000 328,925 0.01 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Dividends and Distributions For the three and six months ended June 30, 2022 and June 30, 2021, the Company recognized dividends for the 6.75% Series F preferred stock in the amount of $ 1,655,926 3,274,941 Warrants The Company has two separate types of warrants that are outstanding: (1) the warrants that were granted and outstanding by STI prior to the effective date of the merger and (2) the warrants assumed by the Company that were granted by AIU prior to the effective date of the merger. STI Warrants Prior to the AIU Merger Effective Date. The following is a summary of such outstanding warrants at June 30, 2022: Summary of Outstanding Warrants Warrant Outstanding Warrant Currently Exercisable Exercise Price per Share Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants related to March 2018 financing 7,331 7,331 $ 245.84 September 9, 2023 Warrants related to March 2018 financing 513 513 $ 340.73 March 6, 2023 Warrants related to July 2018 financing 119,241 119,241 $ 75.48 July 25, 2023 Warrants related to July 2018 financing 7,154 7,154 $ 94.35 July 25, 2023 Warrants related to May 2019 financing 5,518 5,518 $ 26.96 May 23, 2024 Warrants related to October 2019 financing 100,719 100,719 $ 5.39 October 10, 2024 Warrants related to October 2019 financing 14,336 14,336 $ 6.74 October 8, 2024 Warrants issued by AIU that after the merger (described below) 3,281,508 3,281,508 $ 5.00 November 15, 2029 Warrants issued by AIU for consultant 500,000 500,000 $ 11.00 August 10, 2026 Warrants that were issued by AIU have been assumed by Clearday in the merger. As of June 30, 2022, there are 1,376,118 3,281,508 5.00 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Prior to the closing of the merger, AIU issued to a consultant that is subject to an development agreement a warrant representing 500,000 11.00 Stock Options At June 30, 2022, we continued to have the two active equity award option plans, the 2003 Equity Incentive Plan and the 2013 Equity Incentive Plan (collectively, the “Stock Option Plan”) that were in effect for STI prior to the effective date of the merger. Although we can only grant new options under the 2013 Equity Incentive Plan. Under our Stock Option Plan, stock awards were made to our former directors, key employees, consultants, and non-employee directors and consisted of stock options, restricted stock awards, performance awards, and performance share awards. Stock options were granted at prices no less than the market value on the date of grant. There were no stock option exercises during the six months ended June 30, 2022. None of the option grantees continued in service after the effective date of the merger. The expiration date for all of the options under the Stock Option Plan granted to any officer, director or consultant is generally the last day of the three (3)-month period following the date that such person ceases their continuous status in such capacity, subject to certain accelerated termination events that are not applicable. As of June 30, 2022, there are no outstanding options under the Stock Option Plan. Restricted Stock On March 31, 2021, AIU issued an additional 57,000 135,923 33 135,923 5.07 For the six months ended June 30, 2022, no shares of restricted common stock were issued. Equity of Subsidiary Non-Controlling Interest In November 2019, a certificate of incorporation was entered into by AIU Alt Care for Series I 10.25% cumulative convertible preferred stock, par value $ 0.01 1,500,000 1,500,000 700,000 0 257,000 0 25,700 In October 2019, AIU Alt Care formed AIU Impact Management, LLC and they formed Clearday OZ Fund which is managed by AIU Impact Management, LLC, as the general partner. For the six months ended June 30, 2022 and 2021, $ 0 413,062 The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund to Clearday, Inc. Common Stock is equal to (i) the aggregate investment amount for such security plus accrued dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, these securities were exchangeable to shares of AIU common stock at a rate of 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends. Non-Controlling Interest Loss Allocation The Company applied ASC 810-10 guidance to correctly allocate the percentage of loss attributable to the NCI of each company. For the six months ended June 30, 2022, the income for AIU Alt Care is $ 1,680 and Clearday Oz Fund loss is $ 220,618 . Based on 99 % ownership interest, AIU Alt Care and Clearday OZ fund incurred a loss attributable to the NCI in the amount of $ 1,663 . and $ 218,412 , respectively in 2022 and incurred losses of $ 325,476 and $ 103,831 , respectively, for 2021. Cumulative Convertible Preferred Stock and Limited Partnership Interests in Subsidiaries (NCI) For the six months ended June 30, 2022, AIU Alt Care closed subscriptions and issued and sold 0 0.01 0 273,128 The terms and conditions of the Alt Care Preferred Stock and the limited partnership interests in the Clearday OZ Fund allow the investors in such interests to exchange such securities into the Company’s common stock at the then Company common stock price. For the six months ended June 30, 2022, AIU Alt Care and Clearday OZ fund has issued 0 0 Each warrant has a term of ten years 1 50 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Dividends on the Alt Care Preferred Stock and preferred distributions on the units of limited partnership interests in Clearday OZ Fund are at each calendar quarterly month end at the applicable dividend rate ( 10.25 Each of the Company, Alternative Care and Clearday OZ Fund shall redeem the Alt Care Preferred Stock or the units of limited partnership interests on the 10 Year Redemption Date that is ten years after the final closing of the offering. The securities provide for a redemption in cash or shares of common stock at the option of Clearday, Inc., in an amount equal to the unreturned investment in the Alt Care Preferred Stock or units of limited partnership interests. Upon consummation of certain equity offerings prior to May 1, 2022, AIU Alt Care may, at its option, redeem all or a part of the Alt Care Preferred Stock for the liquidation preference plus a make-whole premium. In addition, upon the occurrence of, among other things (i) any change of control, (ii) a liquidation, dissolution, or winding up, (iii) certain insolvency events, or (iv) certain asset sales, each holder may require the Company to redeem for cash all of such holder’s then outstanding shares of Alt Care Preferred Stock. The Certificate of Designation also sets forth certain limitations on the Company’s ability to declare or make certain dividends and distributions and engage in certain reorganizations. The limited partnership agreement has similar provisions. Subject to certain exceptions, the holders of Alt Care Preferred Stock and the units of limited partnership interests have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock or partnership interests, and are not be entitled to call a meeting of such holders for any purpose, nor are they entitled to participate in any meeting of the holders of the Company’s common stock or participate in the management of Clearday OZ Fund by its general partner. |
Preferred Stock _ Temporary equ
Preferred Stock – Temporary equity | 6 Months Ended |
Jun. 30, 2022 | |
Preferred Stock Temporary Equity | |
Preferred Stock – Temporary equity | 14. Preferred Stock – Temporary equity The Company has 10,000,000 0.001 5,000,000 4,797,052 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company did no The Company evaluates its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company has assessed its position and decided that a valuation allowance as of June 30, 2022 and June 30, 2021 is not necessary at this time. Schedule of Tax Provision For the Six Months Ended June 30, 2022 2021 Current tax provision (benefit): Federal $ - $ - State - - Total current tax benefit - - Less Valuation Allowance - ) - Total 0 0 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events We evaluated subsequent events and transactions occurring after June 30, 2022 through the date of this Report. Loans Loans: We incurred loans from an institutional lender in the aggregate principal amount of approximately $ 600,000 540,000 12 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. In 2019, AIU Alternative Care, Inc., a Delaware corporation (“AIU Alt Care”), and Clearday Alternative Care Oz Fund, L.P, a Delaware limited partnership (“Clearday OZ Fund”), were formed by AIU. The Company owns all of the voting interests of AIU Alt Care and is the sole general partner of Clearday OZ Fund, and less than 1% In November, 2019, AIU Alt Care filed a certificate of designation that authorized preferred stock designated as the Series I 10.25% 0.01 1,500,000 700,000 1,500,000 10.00 In October, 2019, AIU Alt Care formed AIU Impact Management, LLC and Clearday OZ Fund was formed. AIU Impact Management, LLC manages Clearday OZ Fund as its general partner, owns 1% 99% The exchange rate for each of the Alt Care Preferred Stock and the limited partnership units in Clearday OZ Fund are equal to (i) the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the AIU Merger, this exchange rate was 1 share for every $10.00 of aggregate amount of the investment plus such accrued and unpaid dividends The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statement of operations. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements of the Company and of AIU that are contained in the Company’s Form 10-K, as amended and supplemented. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated upon consolidation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. |
Basis of Presentation | Basis of Presentation Basis of Presentation - |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited condensed consolidated financial statements as of June 30, 2022 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and GAAP. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements. In the opinion of the Company, these unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly the Company’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of results for a full year or future periods. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, as well as the audited consolidated financial statements of AIU that are included in our Annual Report on Form 10-K, as amended and supplemented. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities and contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates and assumptions are reasonable, however, actual results may differ and could have a material effect on future results of operations and financial position. The impact of the COVID-19 pandemic could continue to have a material adverse effect on the Company’s business, results of operations, financial condition, liquidity, and prospects in the near-term and beyond 2022. While management has used all currently available information in its forecasts, the ultimate impact of the COVID-19 pandemic on its results of operations, financial condition and cash flows is highly uncertain, and cannot currently be accurately predicted. The Company’s results of operations, financial condition and cash flows are dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, such as a lengthy or severe recession or any other negative trend in the U.S. or global economy and any new information that may emerge concerning the COVID-19 outbreak and the actions to contain it or treat its impact, which at the present time are highly uncertain and cannot be predicted with any accuracy. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances, the allowance of doubtful accounts, self-insurance reserves, long-lived assets, impairment of long-lived assets and estimates concerning our provisions for income taxes. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are limited to cash, accounts receivable, debt and equity investments, accounts payable, operating leases and mortgage notes payable. The fair value of these financial instruments was not materially different from their carrying values on June 30, 2022. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash and Restricted Cash | Cash and Restricted Cash Cash, consisting of short-term, highly liquid investments and money market funds with original maturities of six months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market. Restricted cash as of June 30, 2022 and December 31, 2021 includes cash that the Company deposited as security for obligations arising from property taxes, property insurance and replacement reserve the Company is required to establish escrows as required by its mortgages and certain resident security deposits. |
Investments | Investments The Company follows ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The Company has no investment in securities as of June 30, 2022. |
Goodwill | Goodwill Goodwill, which has an indefinite useful life, represents the excess of purchase consideration over fair value of net assets acquired. The Company determines whether goodwill may be impaired by comparing the carrying value of the single reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value is less than the carrying amount, a more detailed analysis is performed to determine whether goodwill is impaired. The impairment loss, if any, is measured as the excess of the carrying value of the goodwill over the implied fair value of the goodwill and is recorded in the Company’s consolidated statements of operations. |
Software Capitalization | Software Capitalization With regards to developing software, any application costs incurred during the development state, both internal expenses and those paid to third parties are capitalized. At June 30. 2022 and December 31, 2021, $ 2,743,525 1,783,525 |
Risks and Uncertainties | Risks and Uncertainties The Company’s financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, investments, and trade receivables. At certain times throughout the year, the Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institutions in which those deposits are held. The Company performs ongoing credit evaluations of its customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography, of the customer base. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was adopted. The CARES Act appropriated funds for the U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations and employment related tax credits to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company continues to examine the impact that the CARES Act may have on its business and is currently, unable to determine the impact that the CARES Act will have on its financial condition, results of operations, or liquidity. The Company is also considering other applicable federal and state programs, including the Families First Coronavirus Response Act, which is a federal law meant to respond to the economic impacts of the ongoing COVID-19 pandemic that provides certain credits to employers, and the Work Opportunity Tax Credit (WOTC), which is a federal tax credit available to employers who invest in American job seekers who have consistently faced barriers to employment. Employers may meet their business needs and claim a tax credit if they hire an individual who is in a WOTC targeted group. |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share are computed and disclosed in accordance with FASB ASC Topic 260, Earnings Per Share. The Company utilizes the two-class method to compute earnings available to common shareholders. Under the two-class method, earnings are adjusted by accretion amounts to redeemable noncontrolling interests recorded at redemption value. The adjustments represent dividend distributions, in substance, to the noncontrolling interest holder as the holders have contractual rights to receive an amount upon redemption other than the fair value of the applicable shares. As a result, earnings are adjusted to reflect this in substance distribution that is different from other common shareholders. In addition, the Company allocates net earnings to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable at their estimated net realizable value. Additionally, the Company estimates allowances for uncollectible amounts based upon factors which include, but are not limited to, historical payment trends, write-off experience, and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Schedule of Allowance for Doubtful Accounts Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-Offs Balance at December 31, 2021 $ 68,911 $ 108,360 $ (177,277 ) $ 0.00 June 30, 2022 - $ - $ - $ - |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale The company has classified its real estate as held for sale as these are non-core assets no longer used in operations. The company recorded these assets as the less of cost or carrying value. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Schedule of Estimated Useful Lives Asset Class Estimated Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 The Company regularly evaluates whether events or changes in circumstances have occurred that could indicate impairment in the value of the Company’s long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, the Company determines the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. The Company determines estimated fair value through an evaluation of recent financial performance, recent transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates (Level 3). |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets Long-lived assets to be held and used, including property and equipment, right to use assets and definite life intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Note 3 - Real Estate, Property and Equipment, Net |
Gain (Loss) on Sale of Assets | Gain (Loss) on Sale of Assets The Company enters into real estate transactions which may include the disposal of certain commercial shopping centers and hotels, including the associated real estate; such transactions are recorded in Note 5 – Discontinued Operations. The Company recognizes gain or loss on these property sales when the transfer of control is complete. The Company recognizes gain or loss from the sale of equity method investments when the transfer of control is complete, and the Company has no continuing involvement with the transferred financial assets. |
Legal Proceedings and Claims | Legal Proceedings and Claims The Company has been, is currently, and expects in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of the Company’s business, some of which may involve material amounts. The Company establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Also, the defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require the Company to incur significant expense. The Company accounts for claims and litigation losses in accordance with FASB, Accounting Standards Codification™, or ASC, Topic 450, Contingencies Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Lease Accounting | Lease Accounting The Company follows FASB ASC Topic 842, Leases Lessee The Company regularly evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contacts with customers). The Company’s lease agreements primarily consist of building leases. These leases generally contain an initial term of 15 17 The Company classifies its lessee arrangements at inception as either operating leases or financing leases. A lease is classified as a financing lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for financing lease classification is met. The Company has no financing leases as of June 30, 2022. ROU assets associated with operating leases are included in “Right of Use Asset” on the Company’s unaudited condensed balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in “Lease Liabilities, Current” and “Lease Liabilities, Long-Term” on the Company’s balance sheet as of June 30, 2022. ROU assets represent the Company’s right to use an underlying asset for the estimated lease term and lease liabilities represent the Company’s present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s ROU assets are measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the contract’s estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised. The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets. Lessor The Company’s lessor arrangements primarily included tenant contracts within shopping centers, which is included in discontinued operations. The Company classifies its leases at inception as operating, direct financing, or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company’s tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI) and is included in discontinued operations. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. Certain of the Company’s arrangements with tenants contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components represent the predominant component of the arrangement. |
Income Taxes | Income Taxes The Company’s income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in the Company’s unaudited condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent, the Company believes that the Company is more likely than not that all or a portion of deferred tax assets will not be realized, the Company establishes a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent the Company establishes a valuation allowance or increase or decrease this allowance in a given period, the Company includes the related tax expense or tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the future, if the Company determines that it would be able to realize its deferred tax assets in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the unaudited condensed consolidated statement of operations in that period. The Company pays franchise taxes in certain states in which it has operations. The Company has included franchise taxes in general and administrative and operating expenses in its unaudited condensed consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, A substantial portion of the Company’s revenue at its independent living and assisted living communities relates to contracts with residents for services that are generally under ASC Topic 606. The Company’s contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short-term in nature. The Company has determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded as a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when the Company’s performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services provided are not material to our unaudited consolidated financial statements. Some of our senior living communities require payment of an upfront entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident’s agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our unaudited condensed consolidated financial statements. Revenue for basic housing and support services and additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. |
Core Business – Continuing Operations | Core Business – Continuing Operations Resident Care Contracts. Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three months ended June 30, 2022 % 2021 % Revenue from contracts with customers: Resident rent - over time $ 3,038,344 97 % $ 3,178,061 96 % Day care 64,724 2 % - - Amenities and conveniences - point in time 30,126 1 % 119,920 4 Total revenue from contracts with customers $ 3,133,194 100 $ 3,297,981 100 For the six months ended June 30, 2022 % 2021 % Revenue from contracts with customers: Resident rent - over time $ 6,141,433 97 % $ 6,802,200 97 % Day care 148,620 2 % - Amenities and conveniences - point in time 51,798 1 % 239,842 3 % Total revenue from contracts with customers $ 6,341,851 $ 7,042,042 100 % The Company relinquished operations of its facility that was located in Simpsonville, South Carolina (the “Simpsonville Facility”) effective September 30, 2021. Total residential rent revenues for the three months and six months ended June 30, 2022 do not include any such revenues from the Simpsonville Facility, which were $ 307,327 659,265 Resident rent from the Company’s same residential facilities increased by $167,610 5.8 6,502 0.1 Day care revenue is from Primrose Day care center, which we purchased in the second quarter of 2021. |
Discontinued Operations, Policy [Policy Text Block] | Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Cost of Product Revenue | Cost of Product Revenue Cost of product revenue represents direct and indirect costs incurred to bring the product to saleable condition. |
Research and Development Expenses | Research and Development Expenses All research and development costs are charged to expense as incurred. Research and development expenses primarily include (i) payroll and related costs associated with research and development performed, (ii) costs related to clinical and preclinical testing of the Company’s technologies under development, and (iii) other research and development costs including allocations of facility costs. |
PPP Loans | PPP Loans The Company recognizes Paycheck Protection Program loans (PPP loans) under the Small Business Administration as debt instruments in accordance with ASC 470, Debt. |
ERTC Funds | ERTC Funds The Company was eligible to claim the employee retention tax credit (“ERTC”) for certain employees under the CARES Act. The 2021 refundable tax credit is available to employers that fully (or partially) suspend operations during any calendar quarter in 2021 due to orders from an appropriate governmental authority, which limits commerce, travel, or group meetings due to COVID-19. The credit is equal to 70% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $ 7,000 |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses represent personnel costs for employees involved in general corporate functions, including finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs), audit and other consulting services, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs, depreciation and amortization, and other general corporate overhead expenses. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses Codification Improvements to Topic 326, Financial Instruments-Credit Losses In December 2019, the FASB also issued ASU 2019-12, Income Taxes Simplifying the Accounting for Income Taxes Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The allowance for doubtful accounts reflects estimates that the Company periodically reviews and revises based on new information, to which revisions may be material. The Company’s allowance for doubtful accounts consists of the following: Schedule of Allowance for Doubtful Accounts Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Write-Offs Balance at December 31, 2021 $ 68,911 $ 108,360 $ (177,277 ) $ 0.00 June 30, 2022 - $ - $ - $ - |
Schedule of Estimated Useful Lives | Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Schedule of Estimated Useful Lives Asset Class Estimated Buildings 39 Building improvements 39 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 |
Schedule of Revenue from Contract with Customers | Below is a table that shows the breakdown by percent of revenues related to contracts with residents versus resident fees for support or ancillary services. Schedule of Revenue from Contract with Customers For the three months ended June 30, 2022 % 2021 % Revenue from contracts with customers: Resident rent - over time $ 3,038,344 97 % $ 3,178,061 96 % Day care 64,724 2 % - - Amenities and conveniences - point in time 30,126 1 % 119,920 4 Total revenue from contracts with customers $ 3,133,194 100 $ 3,297,981 100 For the six months ended June 30, 2022 % 2021 % Revenue from contracts with customers: Resident rent - over time $ 6,141,433 97 % $ 6,802,200 97 % Day care 148,620 2 % - Amenities and conveniences - point in time 51,798 1 % 239,842 3 % Total revenue from contracts with customers $ 6,341,851 $ 7,042,042 100 % |
Real Estate, Property and Equ_2
Real Estate, Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Real Estate, Property and Equipment | Property and equipment, net, consists of the following: Memory Care Facilities and Corporate Schedule of Real Estate, Property and Equipment Estimated Useful Lives June 30, 2022 December 31, 2021 Land $ 1,255,477 $ 1,255,477 Building and building improvements 39 4,508,797 4,508,797 Furniture, fixtures, and equipment 3 7 6,116,223 5,127,466 Total 11,880,497 10,891,740 Less accumulated depreciation (3,708,785 ) (3,472,904 ) Real estate, property and equipment, net $ 8,171,712 $ 7,418,836 Non-core businesses classified as assets held for sale: Estimated Useful Lives June 30, 2022 December 31, 2021 Land $ 1,007,735 $ 1,688,070 Building and building improvements 39 466,447 466,447 Other 3 5 - - Total 1,474,182 2,154,517 Less: accumulated depreciation (68,272 ) (68,272 ) Real estate, property and equipment, net $ 1,405,910 $ 2,086,245 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Schedule of Lease Cost | For the three & six months ended June 30, 2022 and 2021, the lease costs recorded in the unaudited condensed consolidated statement of operations are as follows: Schedule of Lease Cost For the Three Months Ended June 30, 2022 2021 Lease costs: Operating lease costs $ 1,104,608 $ 1,357,497 Short-term lease costs 8,100 $ 7,434 Total lease costs $ 1,112,708 $ 1,364,932 For the Six Months Ended June 30, 2022 2021 Lease costs: Operating lease costs $ 2,293,753 $ 2,487,040 Short-term lease costs 19,094 $ 25,922 Total lease costs $ 2,312,847 $ 2,512,961 |
Schedule of Maturities of Operating Lease Liabilities | The following table summarizes the maturity of the Company’s operating lease liabilities as of June 30, 2022: Schedule of Maturities of Operating Lease Liabilities Year Ending Operating Leases 2022 (Remaining of 2022) $ 2,014,996 2023 4,114,830 2024 4,211,665 2025 4,310,799 2026 4,412,289 2027 4,516,191 Thereafter 40,289,687 Total minimum lease payments $ 63,870,457 Less: amounts representing interest 26,736,067 Present value of future minimum lease payments 37,134,391 Less: current portion 1,041,859 Non-current lease liabilities $ 36,092,532 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements | The following statements are the unaudited condensed consolidated balance sheets and income statements for the Company’s discontinued operations: Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements June 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ - $ - Restricted cash - - Accounts receivable - - Prepaid expenses - - Total current assets $ - $ - Investments in non-consolidated entities - - Note Receivables - - Real estate, property and equipment, net 1,405,910 2,086,245 Total long-term assets held for sale 1,405,910 2,086,245 TOTAL ASSETS $ 1,405,910 $ 2,086,245 LIABILITIES Current liabilities: Accounts payable $ - Accrued expenses $ 460,691 438,192 Accrued interest - - Current portion of long-term debt 805,000 1,000,000 Total current liabilities 1,265,691 1,438,192 Long-term liabilities: Note payable 421,470 487,678 Long-term debt, less current portion 218,617 225,169 Total long-term liabilities held for sale 640,087 712,847 TOTAL LIABILITIES $ 1,907,778 $ 2,151,039 Clearday, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Six Months Ended June 30, 2022 2021 REVENUES Commercial property rental revenue $ (42,986 ) $ (42,359 ) Total revenues, net (42,986 ) (42,359 ) Costs and expenses Operating expenses 45,355 72,754 General and administrative expenses 21,033 328,684 Total operating expenses $ 66,388 $ 401,438 Loss from operations (23,402 ) (359,077 ) Other/(income) expenses Interest expense 147,578 162,599 Gain on disposal of assets 15,000 Equity income from investees, net of applicable taxes - Impairment expense (recovery) (811,061 ) Other (income) expenses (357,859 ) Total (income)/expense 147,578 (991,321 ) Net loss $ (170,980 ) $ 632,244 |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The change in the interest expense reflects primarily the impact of the factoring loans we have taken out which carry a higher interest rate. Schedule of Long Term Debt As of June 30, Continuing Core Discontinued Non-Core Total 2022 8,123,233 - 8,123,233 2023 4,550,000 805,000 5,355,000 2024 - - 0 2025 566,208 421,470 987,678 Thereafter 494,900 218,617 713,517 Total obligations $ 13,734,341 $ 1,445,087 $ 15,179,428 |
Schedule of Long Term Debt and Notes Payables | The following table summarizes the maturity of the Company’s long-term debt and notes payable as of June 30, 2022: Schedule of Long Term Debt and Notes Payables Maturity Date Interest June 30, December 31, Memory Care (Core) Facilities: Naples Equity Loan May 2023 9.95 % 4,550,000 4,550,000 Libertas Financing Agreement May 2022 0.00 % - 283,685 New Braunfels Samson Funding 1 April 2022 0.00 % - 80,467 New Braunfels Samson Group 2 April 2022 0.00 % - 80,467 Naples Operating LG Funding April 2022 0.00 % - 92,519 Naples LLC CFG Merchant Solutions September 2022 0.00 % - 134,239 MCA Invesque Loan January 2024 8.50 % - 57,452 New Braunfels Business Loan March 2022 6.25 % 10,994 64,072 Gearhart Loan December 2022 7.00 % 193,578 213,578 Five C’s Loan December 2022 9.85 % 325,000 325,000 Jefferson May 2023 12.00 % 168,000 - GS Capital May 2023 12.00 % 115,800 - Firstfire May 2023 12.00 % 172,200 - SBA PPP Loans February 2022 1.00 % 1,518,682 2,510,998 Buda 2K Hospitality LLC October 2022 15.00 % - 100,000 Equity Secure Fund I, LLC June 2022 11.50 % 1,000,000 1,000,000 New Braunfels Samson Funding 1 April 2023 0.00 % - - New Braunfels Samson Group 2 April 2023 0.00 % - - Naples LLC CFG Merchant Solutions January 2023 0.00 % - - Bank Direct Payable Dec 2022 3.13 % 521,013 - Naples Operating PIRS Capital March 2023 0.00 % 416,000 - Little Rock Libertas February 2023 0.00 % 408,205 - PIRS Capital Financing Agreement March 2023 0.00 % 206,545 - New Braunfels Samson Funding 1 February 2023 0.00 % 118,286 - New Braunfels Samson Group 2 February 2023 0.00 % 216,857 - Little Rock Samson Funding #3 May 2023 0.00 % 112,005 - Naples Samson #1 May 2023 0.00 % 112,417 - Sixth Street April 2023 12.00 % 154,980 - Westover Samson #1 April 2023 0.00 % 173,259 - Naples LG Funding #2 April 2023 0.00 % 211,210 - New Braunfels Samson #1 April 2023 0.00 % 36,591 - Little Rock Premium Funding April 2023 0.00 % 258,750 - Notional amount of debt 11,000,372 9,492,477 Less: current maturities 10,014,800 4,910,863 $ 985,572 $ 4,581,614 Non-core businesses classified as liabilities held for sale: Real Estate: Artesia Note (6) June 2033 Variable $ 218,617 $ 225,436 Tamir Note March 2022 12.00 % - 300,000 Leander Note April 2022 12.75 % - 700,000 Leander Stearns National Association February 2023 10.375 % 805,000 - Notional amount of debt 1,023,617 1,225,436 Less: current maturities 805,000 1,000,000 $ 218,617 $ 225,436 Core Businesses (Continuing Operations) Notes Payable Cibolo Creek Partners promissory note December 2025 0.09 % $ 66,208 $ 66,208 EIDL SBA Treas 310 December 2051 3.75 % 494,900 494,900 AGP Contract October 2022 2.00 % 2,367,476 2,522,922 Round Rock Development Partners Note December 2025 0.09 % 500,000 500,000 Notional amount of debt 3,428,584 3,584,030 Other Current Liabilities Related Party Payable - Guarantee Fees 668,023 283,023 $ 668,023 $ 283,023 Non-Core Businesses (Discontinued Continuing Operations) Notes Payable Cibolo Creek Partners promissory note December 2025 0.09 % $ 421,470 $ 421,470 Notional amount of debt 421,470 421,470 * On July 7, 2022, this note was modified to reduce the principal to $ 550,000 March 31, 2023 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share | The following tables set forth the potentially dilutive shares that were anti-dilutive in their respective periods as the Company had net losses in 2022 and 2021, respectively. Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share Dilution shares calculation For the Six Months Ended June 30, 2022 2021 Series A Convertible Preferred Stock 328,925 328,925 Series F 6.75% Convertible Preferred Stock 4,797,052 4,745,049 Series I 10.25% Convertible Preferred Stock 320,657 - Limited Partnership Units 99,038 99,038 Warrants 4,036,320 1,107,896 Stock Options - - Total participating securities 9,581,992 6,280,908 |
Deficit (Tables)
Deficit (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Outstanding Warrants | The following is a summary of such outstanding warrants at June 30, 2022: Summary of Outstanding Warrants Warrant Outstanding Warrant Currently Exercisable Exercise Price per Share Common Shares Total Currently Exercisable Exercise Price per Share Expiration Date Warrants related to March 2018 financing 7,331 7,331 $ 245.84 September 9, 2023 Warrants related to March 2018 financing 513 513 $ 340.73 March 6, 2023 Warrants related to July 2018 financing 119,241 119,241 $ 75.48 July 25, 2023 Warrants related to July 2018 financing 7,154 7,154 $ 94.35 July 25, 2023 Warrants related to May 2019 financing 5,518 5,518 $ 26.96 May 23, 2024 Warrants related to October 2019 financing 100,719 100,719 $ 5.39 October 10, 2024 Warrants related to October 2019 financing 14,336 14,336 $ 6.74 October 8, 2024 Warrants issued by AIU that after the merger (described below) 3,281,508 3,281,508 $ 5.00 November 15, 2029 Warrants issued by AIU for consultant 500,000 500,000 $ 11.00 August 10, 2026 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Provision | The Company evaluates its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company has assessed its position and decided that a valuation allowance as of June 30, 2022 and June 30, 2021 is not necessary at this time. Schedule of Tax Provision For the Six Months Ended June 30, 2022 2021 Current tax provision (benefit): Federal $ - $ - State - - Total current tax benefit - - Less Valuation Allowance - ) - Total 0 0 |
Organization, Description of _2
Organization, Description of Organization, Basis of Presentation, Summary of Significant Accounting Policies, Liquidity and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Retained Earnings (Accumulated Deficit) | $ 67,143,363 | $ 67,143,363 | $ 65,208,327 | ||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 4,965,391 | ||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 85,753 | $ (944,255) | $ 170,980 | $ (632,243) |
Schedule of Allowance for Doubt
Schedule of Allowance for Doubtful Accounts (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts, beginning balance | $ 68,911 | $ 68,911 | |
Provision for doubtful accounts | $ 206,741 | 108,360 | |
Write-offs | (177,277) | ||
Allowance for doubtful accounts, ending balance |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 39 years |
Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 39 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 7 years |
Schedule of Revenue from Contra
Schedule of Revenue from Contract with Customers (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Product Information [Line Items] | ||||
Total revenue from contracts with customers | $ 3,135,552 | $ 3,297,981 | $ 6,345,770 | $ 7,042,042 |
Resident Fees For Support Or Ancillary Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenue from contracts with customers | $ 3,133,194 | $ 3,297,981 | 6,341,851 | $ 7,042,042 |
Resident Fees For Support Or Ancillary Services [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 100% | 100% | 100% | |
Resident Fees For Support Or Ancillary Services [Member] | Transferred over Time [Member] | ||||
Product Information [Line Items] | ||||
Total revenue from contracts with customers | $ 3,038,344 | $ 3,178,061 | $ 6,141,433 | $ 6,802,200 |
Resident Fees For Support Or Ancillary Services [Member] | Transferred over Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 97% | 96% | 97% | 97% |
Resident Fees For Support Or Ancillary Services [Member] | Transferred Day Care [Member] | ||||
Product Information [Line Items] | ||||
Total revenue from contracts with customers | $ 64,724 | $ 148,620 | ||
Resident Fees For Support Or Ancillary Services [Member] | Transferred Day Care [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 2% | 2% | ||
Resident Fees For Support Or Ancillary Services [Member] | Transferred at Point in Time [Member] | ||||
Product Information [Line Items] | ||||
Total revenue from contracts with customers | $ 30,126 | $ 119,920 | $ 51,798 | $ 239,842 |
Resident Fees For Support Or Ancillary Services [Member] | Transferred at Point in Time [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 1% | 4% | 1% | 3% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Nov. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 31, 2019 | |
Preferred stock, dividend rate, percentage | 6.75% | 6.75% | ||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Capitalized computer software, net | $ 2,743,525 | $ 2,743,525 | $ 1,783,525 | |||||
Income tax examination description | greater than 50% likelihood | |||||||
Rent revenues | $ 307,327 | $ 659,265 | ||||||
Rent increased from residential facilities | $ 167,610 | $ 6,502 | ||||||
Rent increase decrease percentage | 5.80% | 0.10% | ||||||
Employee Retention Tax Credits [Member] | ||||||||
Payments to per employees | $ 7,000 | |||||||
Alt Care Preferred Stock [Member] | ||||||||
Dividend payment restrictions schedule description | the aggregate investment amount for such security plus accrued and unpaid dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the AIU Merger, this exchange rate was 1 share for every $10.00 of aggregate amount of the investment plus such accrued and unpaid dividends | |||||||
AIU Impact Management LLC [Member] | ||||||||
Ownership percentage | 1% | |||||||
Percentage of income and gain | 99% | |||||||
AIU Alt Care Inc [Member] | ||||||||
Preferred stock, shares authorized | 1,500,000 | |||||||
Common stock, shares authorized | 1,500,000 | |||||||
Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||||
Preferred stock, dividend rate, percentage | 10.25% | |||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||
Alt Care Preferred Stock [Member] | ||||||||
Preferred stock, par or stated value per share | $ 10 | |||||||
Preferred stock, shares authorized | 700,000 | |||||||
Maximum [Member] | ||||||||
Operating lease term | 17 years | 17 years | ||||||
Minimum [Member] | ||||||||
Operating lease term | 15 years | 15 years | ||||||
AIU Alternative Care Inc [Member] | Maximum [Member] | ||||||||
Percentage of voting interest acquired | 1% | 1% |
Schedule of Real Estate, Proper
Schedule of Real Estate, Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Real estate, property and equipment, net | $ 8,171,712 | $ 7,418,836 |
Memory Care Facilities and Corporate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 11,880,497 | 10,891,740 |
Less: accumulated depreciation | (3,708,785) | (3,472,904) |
Real estate, property and equipment, net | 8,171,712 | 7,418,836 |
Memory Care Facilities and Corporate [Member] | Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,255,477 | 1,255,477 |
Memory Care Facilities and Corporate [Member] | Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 4,508,797 | 4,508,797 |
Property plant and equipment, useful life | 39 years | |
Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 6,116,223 | 5,127,466 |
Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 3 years | |
Memory Care Facilities and Corporate [Member] | Furniture, Fixtures and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 7 years | |
Non-core Businesses Classified as Assets Held for Sale [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,474,182 | 2,154,517 |
Less: accumulated depreciation | (68,272) | (68,272) |
Real estate, property and equipment, net | 1,405,910 | 2,086,245 |
Non-core Businesses Classified as Assets Held for Sale [Member] | Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 1,007,735 | 1,688,070 |
Non-core Businesses Classified as Assets Held for Sale [Member] | Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 466,447 | 466,447 |
Property plant and equipment, useful life | 39 years | |
Non-core Businesses Classified as Assets Held for Sale [Member] | Property, Plant and Equipment, Other Types [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | ||
Non-core Businesses Classified as Assets Held for Sale [Member] | Property, Plant and Equipment, Other Types [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 3 years | |
Non-core Businesses Classified as Assets Held for Sale [Member] | Property, Plant and Equipment, Other Types [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 5 years |
Real Estate, Property and Equ_3
Real Estate, Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization | $ 185,044 | $ 129,665 | $ 372,259 | $ 304,124 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating lease costs | $ 1,104,608 | $ 1,357,497 | $ 2,293,753 | $ 2,487,040 |
Short-term lease costs | 8,100 | 7,434 | 19,094 | 25,922 |
Total lease costs | $ 1,112,708 | $ 1,364,932 | $ 2,312,847 | $ 2,512,961 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 (Remaining of 2022) | $ 2,014,996 | |
2023 | 4,114,830 | |
2024 | 4,211,665 | |
2025 | 4,310,799 | |
2026 | 4,412,289 | |
2027 | 4,516,191 | |
Thereafter | 40,289,687 | |
Total minimum lease payments | 63,870,457 | |
Less: amounts representing interest | 26,736,067 | |
Present value of future minimum lease payments | 37,134,391 | |
Less: current portion | 1,041,859 | $ 953,817 |
Non-current lease liabilities | $ 36,092,532 | $ 36,642,807 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Right of use-of-asset and lease liability | $ 31,897,546 | $ 32,818,019 |
Operating lease liability | $ 37,134,391 | |
Weighted average remaining lease term | 13 years 6 months | |
Weighted average discount rate percentage | 8.25% | |
Memory Care Facilities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Right of use-of-asset and lease liability | $ 35,782,153 | |
Operating lease liability | $ 35,782,153 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations for Consolidated Balance Sheets and Income Statements (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash and cash equivalents | |||
Restricted cash | |||
Accounts receivable | |||
Prepaid expenses | |||
Total current assets | |||
Investments in non-consolidated entities | |||
Note Receivables | |||
Real estate, property and equipment, net | 1,405,910 | 2,086,245 | |
Total long-term assets held for sale | 1,405,910 | 2,086,245 | |
TOTAL ASSETS | 1,405,910 | 2,086,245 | |
Accounts payable | |||
Accrued expenses | 460,691 | 438,192 | |
Accrued interest | |||
Current portion of long-term debt | 805,000 | 1,000,000 | |
Total current liabilities | 1,265,691 | 1,438,192 | |
Note payable | 421,470 | 487,678 | |
Long-term debt, less current portion | 218,617 | 225,169 | |
Total long-term liabilities held for sale | 640,087 | 712,847 | |
TOTAL LIABILITIES | 1,907,778 | $ 2,151,039 | |
Total revenues, net | (42,986) | $ (42,359) | |
Operating expenses | 45,355 | 72,754 | |
General and administrative expenses | 21,033 | 328,684 | |
Total operating expenses | 66,388 | 401,438 | |
Loss from operations | (23,402) | (359,077) | |
Interest expense | 147,578 | 162,599 | |
Gain on disposal of assets | 15,000 | ||
Equity income from investees, net of applicable taxes | |||
Impairment expense (recovery) | (811,061) | ||
Other (income) expenses | (357,859) | ||
Total (income)/expense | 147,578 | (991,321) | |
Net loss | (170,980) | 632,244 | |
Commercial Property Rental Revenue [Member] | |||
Total revenues, net | $ (42,986) | $ (42,359) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 6 Months Ended | ||
Jun. 29, 2022 USD ($) | Apr. 05, 2022 USD ($) ft² | Jun. 30, 2022 USD ($) ft² | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Area of land | ft² | 9 | 2 | |
Proceeds from Sale of Property Held-for-sale | $ 43,000 | $ 392,040 | $ 980,000 |
Purchase price | $ 1,842,588 | ||
Tenant percentage | 6% |
Schedule of Long Term Debt (Det
Schedule of Long Term Debt (Details) | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 8,123,233 |
2023 | 5,355,000 |
2024 | 0 |
2025 | 987,678 |
Thereafter | 713,517 |
Total obligations | 15,179,428 |
Continuing Core [Member] | |
Debt Instrument [Line Items] | |
2022 | 8,123,233 |
2023 | 4,550,000 |
2024 | |
2025 | 566,208 |
Thereafter | 494,900 |
Total obligations | 13,734,341 |
Discontinued Non-Core [Member] | |
Debt Instrument [Line Items] | |
2022 | |
2023 | 805,000 |
2024 | |
2025 | 421,470 |
Thereafter | 218,617 |
Total obligations | $ 1,445,087 |
Schedule of Long Term Debt and
Schedule of Long Term Debt and Notes Payables (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Core Businesses Continuing Operations One [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | $ 3,428,584 | $ 3,584,030 |
Core Businesses Continuing Operations One [Member] | New Braunfels Business Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | March 2022 | |
Interest Rate | 6.25% | |
Notional amount of debt | $ 10,994 | 64,072 |
Core Businesses Continuing Operations One [Member] | Gearhart Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | December 2022 | |
Interest Rate | 7% | |
Notional amount of debt | $ 193,578 | 213,578 |
Core Businesses Continuing Operations One [Member] | Five C's Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | December 2022 | |
Interest Rate | 9.85% | |
Notional amount of debt | $ 325,000 | 325,000 |
Core Businesses Continuing Operations One [Member] | Jefferson [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2023 | |
Interest Rate | 12% | |
Notional amount of debt | $ 168,000 | |
Core Businesses Continuing Operations One [Member] | GS Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2023 | |
Interest Rate | 12% | |
Notional amount of debt | $ 115,800 | |
Core Businesses Continuing Operations One [Member] | Firstfire [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2023 | |
Interest Rate | 12% | |
Notional amount of debt | $ 172,200 | |
Core Businesses Continuing Operations One [Member] | Cibolo Creek Partners Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | December 2025 | |
Interest Rate | 0.09% | |
Notional amount of debt | $ 66,208 | 66,208 |
Core Businesses Continuing Operations One [Member] | EIDLSBA Treas 310 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | December 2051 | |
Interest Rate | 3.75% | |
Notional amount of debt | $ 494,900 | 494,900 |
Core Businesses Continuing Operations One [Member] | AGP Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | October 2022 | |
Interest Rate | 2% | |
Notional amount of debt | $ 2,367,476 | 2,522,922 |
Core Businesses Continuing Operations One [Member] | Round Rock Development Partners Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | December 2025 | |
Interest Rate | 0.09% | |
Notional amount of debt | $ 500,000 | 500,000 |
Core Businesses Continuing Operations [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | 668,023 | 283,023 |
Core Businesses Continuing Operations [Member] | Related Party Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | 668,023 | |
Core Businesses Continuing Operations [Member] | Related Party Payable Guarantee Fees [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | 283,023 | |
Non-core Businesses Discontinued Continuing Operations [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | $ 421,470 | 421,470 |
Non-core Businesses Discontinued Continuing Operations [Member] | Cibolo Creek Partners Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | December 2025 | |
Interest Rate | 0.09% | |
Notional amount of debt | $ 421,470 | 421,470 |
Memory Care Core Facilities [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | 11,000,372 | 9,492,477 |
Notional amount of debt | 10,014,800 | 4,910,863 |
Long term debt, non-current | $ 985,572 | 4,581,614 |
Memory Care Core Facilities [Member] | Naples Home Equity Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2023 | |
Interest Rate | 9.95% | |
Notional amount of debt | $ 4,550,000 | 4,550,000 |
Memory Care Core Facilities [Member] | Libertas Financing Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2022 | |
Interest Rate | 0% | |
Notional amount of debt | 283,685 | |
Memory Care Core Facilities [Member] | New Braunfels Samson Funding [Member | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2022 | |
Interest Rate | 0% | |
Notional amount of debt | 80,467 | |
Memory Care Core Facilities [Member] | New Braunfels Samson Group [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2022 | |
Interest Rate | 0% | |
Notional amount of debt | 80,467 | |
Memory Care Core Facilities [Member] | Naples Operating LG Funding [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2022 | |
Interest Rate | 0% | |
Notional amount of debt | 92,519 | |
Memory Care Core Facilities [Member] | Naples LLC LFG Merchant Solutions [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | September 2022 | |
Interest Rate | 0% | |
Notional amount of debt | 134,239 | |
Memory Care Core Facilities [Member] | MCA Invesque Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | January 2024 | |
Interest Rate | 8.50% | |
Notional amount of debt | 57,452 | |
Memory Care Core Facilities [Member] | SBA PPP Loans [Member]. | ||
Short-Term Debt [Line Items] | ||
Maturity date | February 2022 | |
Interest Rate | 1% | |
Notional amount of debt | $ 1,518,682 | 2,510,998 |
Memory Care Core Facilities [Member] | Buda 2K Hospitality LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | October 2022 | |
Interest Rate | 15% | |
Notional amount of debt | 100,000 | |
Memory Care Core Facilities [Member] | Equity Secure Fund I, LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | June 2022 | |
Interest Rate | 11.50% | |
Notional amount of debt | $ 1,000,000 | 1,000,000 |
Memory Care Core Facilities [Member] | New Braunfels Samson Funding 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 0% | |
Notional amount of debt | ||
Memory Care Core Facilities [Member] | New Braunfels Samson Group 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 0% | |
Notional amount of debt | ||
Memory Care Core Facilities [Member] | Naples LLC CFG Merchant Solutions [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | January 2023 | |
Interest Rate | 0% | |
Notional amount of debt | ||
Memory Care Core Facilities [Member] | Bank Direct Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | Dec 2022 | |
Interest Rate | 3.13% | |
Notional amount of debt | $ 521,013 | |
Memory Care Core Facilities [Member] | Naples Operating PIRS Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | March 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 416,000 | |
Memory Care Core Facilities [Member] | Little Rock Libertas [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | February 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 408,205 | |
Memory Care Core Facilities [Member] | PIRS Capital Financing Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | March 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 206,545 | |
Memory Care Core Facilities [Member] | New Braunfels Samson Fundings 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | February 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 118,286 | |
Memory Care Core Facilities [Member] | New Braunfels Samson Groups 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | February 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 216,857 | |
Memory Care Core Facilities [Member] | Little Rock Samson Funding [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 112,005 | |
Memory Care Core Facilities [Member] | Naples Samson [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | May 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 112,417 | |
Memory Care Core Facilities [Member] | Sixth Street [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 12% | |
Notional amount of debt | $ 154,980 | |
Memory Care Core Facilities [Member] | Westover Samson [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 173,259 | |
Memory Care Core Facilities [Member] | Naples LG Funding [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 211,210 | |
Memory Care Core Facilities [Member] | New Braunfels Samson [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 36,591 | |
Memory Care Core Facilities [Member] | Little Rock Premium Funding [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2023 | |
Interest Rate | 0% | |
Notional amount of debt | $ 258,750 | |
Real Estate [Member] | ||
Short-Term Debt [Line Items] | ||
Notional amount of debt | 1,023,617 | 1,225,436 |
Notional amount of debt | 805,000 | 1,000,000 |
Long term debt, non-current | $ 218,617 | 225,436 |
Real Estate [Member] | Artesia Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | June 2033 | |
Notional amount of debt | $ 218,617 | 225,436 |
Interest rate, description | Variable | |
Real Estate [Member] | Tamir Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | March 2022 | |
Interest Rate | 12% | |
Notional amount of debt | 300,000 | |
Real Estate [Member] | Lender Note [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | April 2022 | |
Interest Rate | 12.75% | |
Notional amount of debt | 700,000 | |
Real Estate [Member] | Leander Stearns National Association [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | February 2023 | |
Interest Rate | 10.375% | |
Notional amount of debt | $ 805,000 |
Schedule of Long Term Debt an_2
Schedule of Long Term Debt and Notes Payables (Details) (Paranthetical) | Jul. 07, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Principal amount | $ 550,000 |
Debt maturity date | Mar. 31, 2023 |
Indebtedness (Details Narrative
Indebtedness (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jul. 26, 2022 | Jul. 07, 2022 | Jul. 07, 2022 | May 20, 2022 | May 20, 2022 | May 16, 2022 | Apr. 05, 2022 | Feb. 10, 2022 | Apr. 29, 2021 | Mar. 26, 2021 | Oct. 12, 2020 | Apr. 01, 2019 | Jul. 23, 2018 | Oct. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 05, 2018 | Dec. 23, 2015 | Apr. 30, 2015 | Apr. 01, 2013 | Apr. 01, 2012 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Long term debt | $ 15,179,428 | $ 15,179,428 | |||||||||||||||||||||||
Long term debt noncurrent | 1,927,100 | 1,927,100 | $ 5,572,427 | ||||||||||||||||||||||
Interest expense | 395,045 | $ 194,618 | 896,643 | $ 273,399 | |||||||||||||||||||||
Discontinued operation, interest expense | 85,753 | 632,243 | 170,980 | 944,255 | |||||||||||||||||||||
Debt original issue discount | 694,615 | 0 | 694,615 | 0 | |||||||||||||||||||||
Principal amount security investment | $ 550,000 | $ 550,000 | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2023 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 136,564 | $ 640,000 | $ 273,128 | $ 2,577,235 | |||||||||||||||||||||
Debt event description | the obligations under the Note will accrue interest at an annual rate of 22% and, if such Event of Default is continuing at any time that is 180 days after the date of the Note, provide the Noteholder the right and option to convert the obligations under the Note to shares of Clearday’s common stock. The price for any such conversion is equal to 75% (or a 25% discount) of the average of the five (5) lowest per share daily volume-weighted average price of Clearday’s common stock over the ten (10) consecutive trading days that are not subject to specified market disruptions immediately preceding the date of the conversion. The conversion right of the Noteholder is subject to a customary limitation on beneficial ownership of 4.99% of Clearday’s common stock | ||||||||||||||||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 325,000 | ||||||||||||||||||||||||
Business Loan Agreement [Member] | ServisFirst Bank [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate stated percentage | 6.25% | ||||||||||||||||||||||||
Principal amount security investment | $ 600,000 | ||||||||||||||||||||||||
Maturity date description | March 2022 | ||||||||||||||||||||||||
Five C's, LLC Loan [Member] | Note Exchange Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate stated percentage | 9.85% | ||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Firstfire [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt original issue discount | $ 18,450 | ||||||||||||||||||||||||
Interest rate stated percentage | 12% | ||||||||||||||||||||||||
Principal amount security investment | $ 172,200 | ||||||||||||||||||||||||
Proceeds from notes payable | 150,000 | ||||||||||||||||||||||||
Specified expenses | $ 3,750 | ||||||||||||||||||||||||
Monthly payments | $ 19,286.40 | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Jefferson Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt original issue discount | $ 18,000 | ||||||||||||||||||||||||
Interest rate stated percentage | 12% | ||||||||||||||||||||||||
Principal amount security investment | $ 168,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Jul. 16, 2022 | ||||||||||||||||||||||||
Proceeds from notes payable | $ 150,000 | ||||||||||||||||||||||||
Monthly payments | 18,816 | ||||||||||||||||||||||||
Payment for placement fees | 15,000 | ||||||||||||||||||||||||
Net proceeds from loans payables | 135,000 | ||||||||||||||||||||||||
Debt instrument annual interest amount | $ 20,160 | ||||||||||||||||||||||||
Debt instrument term | 1 year | ||||||||||||||||||||||||
Debt instrument description | The Jefferson Note is unsecured. The Jefferson Note provides specified events of default (a “Jefferson Event of Default”) including failure to timely pay the monetary obligations under the Jefferson Note and such breach continues for a period of ten (10) days after written notice from the Jefferson Noteholder’ a breach of covenants under the Jefferson Note or the Jefferson Purchase Agreement that continues for a period of twenty (20) days after written notice by the Jefferson Noteholder; breach of any representation and warranty in the Jefferson Note or Jefferson Purchase Agreement; commencement of bankruptcy or similar proceedings; failure to maintain the listing of Clearday’s common stock on at least one of the Over-the-Counter markets such as the OTCQX; the failure of Clearday to comply with the reporting requirements of the Securities Exchange Act; Clearday’s liquidation, or a financial statement restatement by Clearday. Upon any Jefferson Event of Default, the obligations under the Note will accrue interest at an annual rate of 22% and, if such Jefferson Event of Default is continuing at any time that is 180 days after the date of the Note, provide the Noteholder the right and option to convert the obligations under the Note to shares of Clearday’s common stock. The price for any such conversion is equal to 75% (or a 25% discount) of the average of the five (5) lowest per share daily volume-weighted average price of Clearday’s common stock over the ten (10) consecutive trading days that are not subject to specified market disruptions immediately preceding the date of the conversion. The conversion right of the holder of the Jefferson Note is subject to a customary limitation on beneficial ownership of 4.99% of Clearday’s common stock. Each of the Jefferson Note and the Jefferson Purchase Agreement has other customary covenants and provisions, including representations and warranties, payment of brokers, and indemnification, that Clearday will not sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business without the consent of the holder of the Jefferson Note and Clearday will maintain a reserve of authorized and unissued shares of common stock sufficient for full conversion of the obligations under the Jefferson Note. | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | GS Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt original issue discount | $ 12,300 | $ 12,300 | |||||||||||||||||||||||
Interest rate stated percentage | 12% | 12% | |||||||||||||||||||||||
Principal amount security investment | $ 115,800 | $ 115,800 | |||||||||||||||||||||||
Proceeds from notes payable | 103,500 | ||||||||||||||||||||||||
Monthly payments | 12,969.60 | ||||||||||||||||||||||||
Payment for placement fees | 10,000 | ||||||||||||||||||||||||
Net proceeds from loans payables | 90,000 | ||||||||||||||||||||||||
Debt instrument annual interest amount | $ 20,160 | $ 20,160 | |||||||||||||||||||||||
Debt instrument term | 1 year | ||||||||||||||||||||||||
Debt instrument description | The GS Note is unsecured. The GS Note provides specified events of default (a “GS Event of Default”) including failure to timely pay the monetary obligations under the GS Note, a breach of covenants under the GS Note or the GS Purchase Agreement; breach of any representation and warranty in the GS Note or GS Purchase Agreement; commencement of bankruptcy or similar proceedings; failure to maintain the listing of Clearday’s common stock on at least one of the Over-the-Counter markets such as the OTCQX; the failure of Clearday to comply with the reporting requirements of the Securities Exchange Act; Clearday’s liquidation, a financial statement restatement by Clearday, an judgment against Clearday that is not previously disclosed in our filings with the SEC that is for more than $150,000 and remains unvacated, unbonded or unstayed for 20 days, unless otherwise permitted by the holder of the GS Note, or cross defaults under any promissory note or similar instrument with initial principal obligations of $150,000 or more. Upon any GS Event of Default, the obligations under the GS Note will accrue interest at an annual rate of 22% and, if such GS Event of Default is continuing for 10 calendar days (but 30 calendar days if the Event of Default occurred in the first 150 days after the date of the GS Note), then from and after the date that is 180 days after the date of the holder of the GS Note may convert the obligations under the GS Note to shares of Clearday’s common stock. The price for any such conversion is equal to 75% (or a 25% discount) of the average of the five (5) lowest per share daily volume-weighted average price of Clearday’s common stock over the ten (10) consecutive trading days that are not subject to specified market disruptions immediately preceding the date of the conversion. The conversion right of the holder of the GS Note is subject to a customary limitation on beneficial ownership of 4.99% of Clearday’s common stock. Each of the GS Note and the GS Purchase Agreement has other customary covenants and provisions, including representations and warranties, payment of brokers, and indemnification, that Clearday will not sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business without the consent of the GS Noteholder and Clearday will maintain a reserve of authorized and unissued shares of common stock sufficient for full conversion of the obligations under the GS Note. The GS Note includes a most favored nations clause providing that the conversion price and interest rate of the GS Note will be adjusted on a ratchet basis if Clearday offers more favorable terms in any other unsecured borrowing that is $250,000 or less or that has a maturity date of one year or less such as conversion price, interest rate (whether through a straight discount or in combination with an original issue discount) or other more favorable term as to conversion price or interest rate to another party. | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Sixth Street [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt original issue discount | $ 18,450 | $ 18,450 | |||||||||||||||||||||||
Interest rate stated percentage | 12% | 12% | |||||||||||||||||||||||
Principal amount security investment | $ 172,200 | $ 172,200 | |||||||||||||||||||||||
Proceeds from notes payable | 150,000 | ||||||||||||||||||||||||
Specified expenses | 3,750 | ||||||||||||||||||||||||
Payment for placement fees | $ 15,000 | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Subsequent Event [Member] | Sixth Street [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Monthly payments | $ 19,286.40 | ||||||||||||||||||||||||
Artesia Note [Member] | FirstCapital Bank [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate stated percentage | 6% | 6% | |||||||||||||||||||||||
Principal amount security investment | $ 266,048 | $ 314,500 | |||||||||||||||||||||||
Debt instrument maturity date | Jun. 23, 2033 | ||||||||||||||||||||||||
Debt instrument description | The note has a variable interest rate equal to the greater of 6.0% or the Prime rate plus 1.0%. | the greater of 6% or the Prime rate of 3.25% plus 1.0% | |||||||||||||||||||||||
Leander Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate stated percentage | 10.75% | 12.75% | |||||||||||||||||||||||
Principal amount security investment | $ 805,000 | $ 700,000 | |||||||||||||||||||||||
Debt instrument maturity date | Feb. 10, 2023 | ||||||||||||||||||||||||
Maturity date description | the maturity of the note was extended to April 5, 2021 | ||||||||||||||||||||||||
Interest reserve | $ 56,000 | ||||||||||||||||||||||||
Benworth Capital Partners LLC [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Notes payable | $ 4,550,000 | ||||||||||||||||||||||||
Mortgage paid off amount | 2,739,195 | ||||||||||||||||||||||||
Debt Issuance Costs, Net | 354,357 | ||||||||||||||||||||||||
Proceeds from issuance of debt | $ 1,456,448 | ||||||||||||||||||||||||
Interest rate stated percentage | 9.95% | ||||||||||||||||||||||||
Alliance global partners [Member]. | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate stated percentage | 2% | 2% | |||||||||||||||||||||||
Principal amount security investment | $ 2,419,420 | $ 2,419,420 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 30,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Sep. 10, 2022 | ||||||||||||||||||||||||
Alliance global partners [Member]. | Subsequent Event [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate stated percentage | 2% | 2% | |||||||||||||||||||||||
Principal amount security investment | $ 550,000 | $ 550,000 | |||||||||||||||||||||||
Repayments of Related Party Debt | $ 175,000 | ||||||||||||||||||||||||
Betty Gearhart [Member] | Promissory Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Notes payable | $ 200,000 | ||||||||||||||||||||||||
Interest rate stated percentage | 7% | ||||||||||||||||||||||||
Principal amount security investment | $ 238,578 | ||||||||||||||||||||||||
Betty Gearhart [Member] | Restated Promissory Note [Member] | Second Amendment [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount security investment | $ 218,578 | ||||||||||||||||||||||||
Equity Secured Fund I, LLC [Member] | 8800 Village Drive Loan [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Issuance Costs, Net | $ 31,000 | ||||||||||||||||||||||||
Proceeds from issuance of debt | $ 803,963 | ||||||||||||||||||||||||
Interest rate stated percentage | 11.50% | ||||||||||||||||||||||||
Principal amount security investment | $ 1,000,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Apr. 26, 2022 | ||||||||||||||||||||||||
Prepaid Interest | $ 115,000 | ||||||||||||||||||||||||
Prepaid property tax | 44,891 | ||||||||||||||||||||||||
Prepaid Insurance | $ 5,575 | ||||||||||||||||||||||||
Memory Care Core and Corporate Facilities [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Long term debt | 9,293,965 | $ 9,293,965 | 3,941,782 | ||||||||||||||||||||||
Long term debt noncurrent | $ 396,790 | $ 396,790 | $ 5,572,427 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | ||
Aug. 05, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Loss Contingency, Damages Awarded, Value | $ 2,801,365 | ||
Attorney fees | 248,074 | ||
Payments for Other Taxes | $ 3,012,011 | ||
Cost and expenses | $ 2,763,936 | ||
Loss contingency accrual at carrying value | $ 361,552 | ||
Percentage of fee payable | 2% | ||
Preferred stock par value | $ 0.001 | $ 0.001 | |
Series A Preferred Stock [Member] | |||
Preferred stock par value | 0.001 | $ 0.001 | |
Clearday Oz Fund [Member] | |||
Warrant price per share | 10 | ||
AIU Alt Care Inc [Member] | Series A Preferred Stock [Member] | |||
Shares issued price | 10 | ||
Preferred stock par value | $ 20 |
Schedule of Anti-dilutive Share
Schedule of Anti-dilutive Shares Computation of Earnings (Loss) Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 9,581,992 | 6,280,908 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 328,925 | 328,925 |
Series F 6.75% Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 4,797,052 | 4,745,049 |
Series I 10.25% Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 320,657 | |
Limited Partnership Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 99,038 | 99,038 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities | 4,036,320 | 1,107,896 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total participating securities |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Feb. 18, 2022 | Jun. 30, 2022 | |
Guarantee fee, percentage | 1% | |
Chief Executive Officer [Member] | ||
Due to related party | $ 649,000 | |
Cibolo Creek Partners LLC [Member] | ||
Due to related party | 421,470 | |
Round Rock Development Partners LP [Member] | ||
Due to related party | $ 500,000 | |
MCA Naples LLC [Member] | Purchase agreement [Member] | ||
Other transactions | $ 100,000 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants (Details) | Jun. 30, 2022 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Total | 3,281,508 |
Warrant Currently Exercisable | 3,281,508 |
Exercise Price per Share | $ / shares | $ 5 |
Expiration date | Nov. 15, 2029 |
Consultant [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 500,000 |
Warrant Currently Exercisable | 500,000 |
Exercise Price per Share | $ / shares | $ 11 |
Expiration date | Aug. 10, 2026 |
Warrant One [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 7,331 |
Warrant Currently Exercisable | 7,331 |
Exercise Price per Share | $ / shares | $ 245.84 |
Expiration date | Sep. 09, 2023 |
Warrant Two [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 513 |
Warrant Currently Exercisable | 513 |
Exercise Price per Share | $ / shares | $ 340.73 |
Expiration date | Mar. 06, 2023 |
Warrant Three [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 119,241 |
Warrant Currently Exercisable | 119,241 |
Exercise Price per Share | $ / shares | $ 75.48 |
Expiration date | Jul. 25, 2023 |
Warrant Four [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 7,154 |
Warrant Currently Exercisable | 7,154 |
Exercise Price per Share | $ / shares | $ 94.35 |
Expiration date | Jul. 25, 2023 |
Warrant Five [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 5,518 |
Warrant Currently Exercisable | 5,518 |
Exercise Price per Share | $ / shares | $ 26.96 |
Expiration date | May 23, 2024 |
Warrant Six [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 100,719 |
Warrant Currently Exercisable | 100,719 |
Exercise Price per Share | $ / shares | $ 5.39 |
Expiration date | Oct. 10, 2024 |
Warrant Seven [Member] | |
Class of Warrant or Right [Line Items] | |
Total | 14,336 |
Warrant Currently Exercisable | 14,336 |
Exercise Price per Share | $ / shares | $ 6.74 |
Expiration date | Oct. 08, 2024 |
Deficit (Details Narrative)
Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Nov. 30, 2019 | Nov. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Warrant issued | 1,376,118 | 1,376,118 | ||||||
Warrant exercise price per share | $ 5 | $ 5 | ||||||
Number of stock issued during the period, value | $ 136,564 | $ 640,000 | $ 273,128 | $ 2,577,235 | ||||
Net income (loss) | $ (2,405,975) | (1,602,588) | $ (5,354,783) | (9,872,292) | ||||
Ownership percentage | 99% | |||||||
Warrant terms | 10 years | 10 years | ||||||
Warrant purchase | 1 | 1 | ||||||
Price of common stock, percent | 50% | |||||||
Dividend rate | 6.75% | 6.75% | ||||||
Clearday Oz Fund [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant issued | 0 | 0 | ||||||
AIU Alt Care Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock shares authorized | 1,500,000 | 1,500,000 | ||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | ||||||
Warrant issued | 0 | 0 | ||||||
Series F Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, shares outstanding | 4,797,052 | 4,797,052 | ||||||
Series A Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 328,925 | 328,925 | 328,925 | |||||
Preferred stock, shares outstanding | 328,925 | 328,925 | 328,925 | |||||
Preferred stock, liquidation | $ 0.01 | $ 0.01 | ||||||
Series A Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | 20 | 20 | ||||||
Shares issued price | $ 10 | $ 10 | ||||||
Series F 6.75% Convertible Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Dividends preferred stock | $ 1,655,926 | $ 3,274,941 | $ 1,655,926 | 3,274,941 | ||||
Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Dividend rate | 10.25% | |||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Net income (loss) | 220,618 | |||||||
Income (loss) attributable to noncontrolling interest, before tax | 218,412 | 103,831 | ||||||
Allied Integral United Inc [Member] | Clearday Oz Fund [Member] | Partnership Interest [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock investment | 0 | 413,062 | ||||||
Allied Integral United Inc [Member] | AIU Alt Care Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock shares authorized | 1,500,000 | 1,500,000 | ||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | ||||||
Capital units, authorized | 700,000 | 700,000 | ||||||
Number of stock issued during the period, value | $ 0 | $ 257,000 | ||||||
Preferred shares AIU | 0 | 25,700 | ||||||
Conversion of stock description | Common Stock is equal to (i) the aggregate investment amount for such security plus accrued dividends at 10.25% per annum, (ii) divided by 80% of the 20 consecutive day volume weighted closing price of the Common Stock of Clearday preceding the conversion date. Prior to the merger, these securities were exchangeable to shares of AIU common stock at a rate of 1 share for every $10.00 of aggregate amount of the investment plus such accrued dividends. | |||||||
Net income (loss) | $ 1,680 | |||||||
Income (loss) attributable to noncontrolling interest, before tax | $ 1,663 | $ 325,476 | ||||||
Dividend rate | 10.25% | |||||||
Allied Integral United Inc [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ 0.01 | |||||||
Preferred stock, shares issued | 4,797,052 | |||||||
Preferred stock, shares outstanding | 4,797,052 | |||||||
Allied Integral United Inc [Member] | Series I 10.25% Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Allied Integral United Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Number of stock issued during the period, shares | 0 | |||||||
Dividends | $ 273,128 | |||||||
Allied Integral United Inc [Member] | Series I Cumulative Convertible Preferred Stock [Member] | AIU Alt Care Inc [Member] | Partnership Interest [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of stock issued during the period, shares | 0 | |||||||
Consultant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant exercise price per share | $ 11 | $ 11 | ||||||
Restricted Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Vesting period | 33 months | |||||||
Restricted Stock [Member] | Officer [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share valuation over common stock | 135,923 | |||||||
Shares issued price | $ 5.07 | |||||||
Restricted Stock [Member] | Officers Directors And Consultant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Restricted stock award gross | 57,000 | |||||||
Restricted Stock [Member] | Officers and Employees [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Restricted stock award gross | 135,923 | |||||||
Restricted Stock [Member] | Officers and Employees [Member] | Allied Integral United Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Restricted stock award gross | 57,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock shares authorized | 80,000,000 | 80,000,000 | ||||||
Number of shares issued for service | 165,795 | 465,466 | ||||||
Number of stock issued during the period, value | ||||||||
Net income (loss) | ||||||||
Common Stock [Member] | Clearday Oz Fund [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of stock issued during the period, shares | 3,281,508 | |||||||
Common Stock [Member] | Series F Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ 2.38 | $ 2.38 | ||||||
Common Stock [Member] | Officers Directors And Consultant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of stock issued during the period, shares | 135,923 | |||||||
Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred Stock [Member] | Series A 6.75% Cumulative Convertible Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 4,797,052 | 4,797,052 | 4,797,052 | |||||
Preferred stock, shares outstanding | 4,797,052 | 4,797,052 | 4,797,052 | |||||
Preferred Stock [Member] | Series F Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ 20 | $ 20 | ||||||
Warrant [Member] | Consultant [Member] | Allied Integral United Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant exercise price per share | $ 11 | $ 11 | ||||||
Number of shares issued for service | 500,000 |
Preferred Stock _ Temporary e_2
Preferred Stock – Temporary equity (Details Narrative) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock shares outstanding | 4,797,052 |
Schedule of Tax Provision (Deta
Schedule of Tax Provision (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current tax provision (benefit): | ||
Federal | ||
State | ||
Total current tax benefit | ||
Less Valuation Allowance | ||
Total | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense benefit | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jul. 07, 2022 | |
Debt Instrument [Line Items] | ||
Principal amount | $ 550,000 | |
Lenders [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 600,000 | |
Net proceeds from loans payables | $ 540,000 | |
Debt interest rate | 12% |