8-K
Selectis Health, Inc. (GBCS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2020
GLOBALHEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
| Utah | 0-15415 | 87-0340206 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | Commission<br><br> File Number | (I.R.S.<br> Employer<br><br> Identification number) |
6800 N. 79^th^ St., Ste. 200, Niwot, CO 80503
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 449-2100
(Former name or former address, if changed since last report)
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| ITEM 2.02 | RESULTS OF OPERATION AND FINANCIAL CONDITION |
|---|
| ITEM 7.01 | REGULATION FD DISCLOSURE |
|---|
On November 19, 2020, Global Healthcare REIT, Inc., a Utah corporation (the “Company”) issued a press release announcing results of operations and financial condition for its fiscal 2^nd^ quarter ended June 30, 2020. A copy of the Press Release is filed herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
ITEM9.01: EXHIBITS
| Item | Title |
|---|---|
| 99.1 | Press<br> Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Global Healthcare REIT, Inc.<br><br> <br>(Registrant) | |
|---|---|
| Dated:<br> November 19, 2020 | /s/ Lance Baller |
| Lance<br> Baller, CEO |
Exhibit 99.1

GlobalHealthcare Announces 2nd Quarter 2020 Results
Niwot, Colorado., Nov. 19 , 2020 – Global Healthcare REIT, Inc. (OTC: GBCS) (“Global” or the “Company”) announced financial results for the second quarter ended June 30, 2020.
SECONDQUARTER 2020 HIGHLIGHTS
| ● | Record<br> revenue for the second quarter of $5,130,465 (2019 $1,614,424) a growth rate of 217% year-over -year and up 33% from the previous<br> quarter; |
|---|---|
| ● | Net<br> Income of $1,120,696 for the second quarter (2019 a loss of $170,124); |
| ● | Earnings<br> Per Share for the second quarter of $.04 per share basic and diluted; |
| ● | Net<br> increase in Cash of $2,276,638 to a cash balance of $3,269,151 including restricted cash for the second quarter; |
| ● | Realized<br> first full quarter of operations at our 86 bed Quapaw Higher Call Nursing Center acquisition that the Company paid $1.3 Million<br> and acquisition costs of $13,267; |
| ● | The<br> Quapaw Higher Call Nursing facility is performing well ahead of projections; |
| ● | Purchased<br> $402,000 of 13% mezzanine debt notes owed by Goodwill Hunting, LLC. |
Lance Baller, Global’s President and CEO, said, “During the second quarter, we built upon our prior successful efforts to effectively navigate through the pandemic with operational improvements. It is an instance where being smaller and more agile allowed our staff to serve our residents in new and innovative ways. The Company continues to move to a hybrid model of operated and leased properties to minimize downside risk. Our operated facilities performed well in the quarter, well ahead of the national averages. As the Company moves forward with its recently enhanced business model, the results have been effective. We look forward to our rebranded Oklahoma City facility reopening after extensive renovations late in the first quarter of 2021 to further enhance our success. This facility will have a niche highly skilled nursing segment for that community while still offering our standard skilled nursing services. Also, the Company will be implementing the necessary steps to rebrand the Company with a corporate name that aligns it better with its current business model. The Company has chosen Selectis Health, Inc. and will seek the necessary majority shareholder approval to complete this change. The Company has been working on strengthening its management for more timely financial reporting and more efficient operations which will support our growth. We will also shortly begin rolling out our rebranding effort with the launch of a new corporate website under the web address www.selectis.com. This rollout will also entail the completion of individual websites and digital marketing tools for each of our facilities.”
SUMMARYOF SECOND QUARTER RESULTS
GLOBALHEALTHCARE REIT, INC.
CONSOLIDATEDBALANCE SHEETS
| **** | December 31, 2019 | **** | |||
|---|---|---|---|---|---|
| **** | |||||
| ASSETS | |||||
| Property<br> and Equipment, Net | 37,140,599 | $ | 36,394,587 | ||
| Cash<br> and Cash Equivalents | 2,844,515 | 641,215 | |||
| Restricted<br> Cash | 424,636 | 351,298 | |||
| Accounts<br> Receivable, Net | 1,562,911 | 1,188,100 | |||
| Investments<br> in Debt Securities | 24,387 | 24,387 | |||
| Intangible<br> Assets | - | 15,258 | |||
| Goodwill | 379,479 | 379,479 | |||
| Prepaid<br> Expenses and Other | 674,404 | 883,839 | |||
| Total<br> Assets | 43,050,931 | $ | 39,878,163 | ||
| LIABILITIES<br> AND EQUITY | |||||
| Liabilities | |||||
| Debt,<br> Net of discount of 450,111 and 493,353, respectively | 39,113,315 | $ | 36,954,184 | ||
| Debt<br> – Related Parties, Net of discount of 5,192 and 0, respectively | 1,119,808 | 1,025,000 | |||
| Accounts<br> Payable and Accrued Liabilities | 1,011,543 | 1,241,573 | |||
| Accounts<br> Payable – Related Parties | - | 32,156 | |||
| Dividends<br> Payable | 7,500 | 7,500 | |||
| Lease<br> Security Deposit | 252,600 | 251,100 | |||
| Total<br> Liabilities | 41,504,766 | 39,511,513 | |||
| Commitments<br> and Contingencies | |||||
| Equity | |||||
| Stockholders’<br> Equity | |||||
| Preferred<br> Stock: | |||||
| Series<br> A - No Dividends, 2.00 Stated Value, Non-Voting; 2,000,000 Shares Authorized, 200,500 Shares Issued and Outstanding | 401,000 | 401,000 | |||
| Series<br> D - 8% Cumulative, Convertible, 1.00 Stated Value, Non-Voting; 1,000,000 Shares Authorized, 375,000 Shares Issued and Outstanding | 375,000 | 375,000 | |||
| Common<br> Stock - 0.05 Par Value; 50,000,000 Shares Authorized, 27,414,525 and 27,441,040 Shares Issued and Outstanding at June 30,<br> 2020 and December 31, 2019, respectively | 1,370,726 | 1,372,052 | |||
| Additional<br> Paid-In Capital | 10,397,755 | 10,385,417 | |||
| Accumulated<br> Deficit | (10,792,565 | ) | (11,962,220 | ) | |
| Total<br> Global Healthcare REIT, Inc. Stockholders’ Equity | 1,751,916 | 571,249 | |||
| Noncontrolling<br> Interests | (205,751 | ) | (204,599 | ) | |
| Total<br> Equity | 1,546,165 | 366,650 | |||
| Total<br> Liabilities and Equity | 43,050,931 | $ | 39,878,163 |
All values are in US Dollars.
GLOBALHEALTHCARE REIT, INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
(UNAUDITED)
| **** | Six Months Ended | **** | Three Months Ended | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | June 30, | **** | June 30, | **** | ||||||||
| **** | 2020 | **** | 2019 | **** | 2020 | **** | 2019 | **** | ||||
| Revenue | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Rental<br> Revenue | $ | 1,144,605 | $ | 1,825,575 | $ | 623,593 | $ | 930,287 | ||||
| Healthcare<br> Revenue | 7,837,461 | 1,063,928 | 4,506,872 | 684,137 | ||||||||
| Total<br> Revenue | 8,982,066 | 2,889,503 | 5,130,465 | 1,614,424 | ||||||||
| Expenses | ||||||||||||
| General<br> and Administrative | 715,770 | 570,836 | 372,707 | 377,357 | ||||||||
| Property<br> Taxes, Insurance and Other Operating | 4,985,975 | 893,019 | 2,654,231 | 543,831 | ||||||||
| Provision<br> for Bad Debts | 263,890 | - | 57,282 | - | ||||||||
| Acquisition<br> Costs | 28,654 | - | 13,763 | - | ||||||||
| Depreciation | 768,103 | 645,851 | 380,885 | 322,926 | ||||||||
| Total<br> Expenses | 6,762,392 | 2,109,706 | 3,478,868 | 1,244,114 | ||||||||
| Income from Operations | 2,219,674 | 779,797 | 1,651,597 | 370,310 | ||||||||
| Other (Income) Expense | ||||||||||||
| Gain<br> on Warrant Liability | - | (2,758 | ) | - | (2,655 | ) | ||||||
| Gain<br> on Extinguishment of Debt | (80,400 | ) | - | (80,400 | ) | - | ||||||
| Gain<br> on Sale of Investments | - | (1,069 | ) | - | - | |||||||
| Gain<br> on Proceeds from Insurance Claim | - | (270,264 | ) | - | - | |||||||
| Interest<br> Income | - | (7,003 | ) | - | (1,536 | ) | ||||||
| Interest<br> Expense | 1,116,571 | 1,070,860 | 611,301 | 544,625 | ||||||||
| Total<br> Other (Income) Expense | 1,036,171 | 789,766 | 530,901 | 540,434 | ||||||||
| Net Income (Loss) | 1,183,503 | (9,969 | ) | 1,120,696 | (170,124 | ) | ||||||
| Net<br> Loss Attributable to Noncontrolling Interests | 1,152 | 6,010 | 2,859 | 1,869 | ||||||||
| Net Income (Loss) Attributable to Global Healthcare REIT, Inc. | 1,184,655 | (3,959 | ) | 1,123,555 | (168,255 | ) | ||||||
| Series<br> D Preferred Dividends | (15,000 | ) | (15,000 | ) | (7,500 | ) | (7,500 | ) | ||||
| Net Income (Loss) Attributable to Common Stockholders | $ | 1,169,655 | $ | (18,959 | ) | $ | 1,116,055 | $ | (175,755 | ) | ||
| Per Share Data: | ||||||||||||
| Net Income (Loss) per Share Attributable to Common Stockholders: | ||||||||||||
| Basic | $ | 0.04 | $ | (0.00 | ) | $ | 0.04 | $ | (0.01 | ) | ||
| Diluted | $ | 0.04 | $ | (0.00 | ) | $ | 0.04 | $ | (0.01 | ) | ||
| Weighted Average Common Shares Outstanding: | ||||||||||||
| Basic | 27,427,928 | 27,122,607 | 27,414,816 | 27,347,134 | ||||||||
| Diluted | 27,810,428 | 27,122,607 | 27,797,316 | 27,347,134 |
For Further Information Contact:
Jacob Taylor