Selectis Health, Inc 10-Q for FY2024 Q1
Selectis Health, Inc. (GBCS)
About this 10-Q
Selectis Health, Inc filed this 10-Q on May 15, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9.49M
- down 1.2% from $9.61M a year earlier
- Net loss
- $1.03M
- compared with net income of $4.03M a year earlier
- Diluted EPS
- -$0.34
- compared with $1.32 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from _______ to ______
Commission
file number
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of | I.R.S. Employer | |
| incorporation or organization) | Identification number |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s
telephone number:
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller
Reporting Company |
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
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
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
As of May 10, 2024, the Registrant had shares of its Common Stock outstanding.
INDEX
| 2 |
PART 1. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
SELECTIS HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2024 | December 31, 2023 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable, Net | ||||||||
| Prepaid Expenses and Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Long Term Assets: | ||||||||
| Restricted Cash | ||||||||
| Property and Equipment, Net | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Accounts Payable and Accrued Liabilities | $ | $ | ||||||
| Dividends Payable | ||||||||
| Short-Term Debt, Related Parties | ||||||||
| Current Maturities of Long-Term Debt, Net of Discount of $ | ||||||||
| Total Current Liabilities | ||||||||
| Debt, Net of Discount of $ | ||||||||
| Lease Security Deposit | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| Equity: | ||||||||
| Preferred Stock: | ||||||||
| Series A - | ||||||||
| Series D - | ||||||||
| Preferred stock value | ||||||||
| Common Stock - $ Par Value; Shares Authorized, and Shares Issued and Outstanding at March 31, 2024 and December 31, 2023, respectively | ||||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Selectis Health, Inc. Stockholders’ Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Equity | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 3 |
SELECTIS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | ||||||||
| Rental Revenue | $ | $ | ||||||
| Healthcare Revenue | ||||||||
| Healthcare Grant Revenue | ||||||||
| Total Revenue | ||||||||
| Expenses | ||||||||
| Property Taxes, Insurance and Other Operating | ||||||||
| General and Administrative | ||||||||
| Provision for Bad Debts | ||||||||
| Depreciation | ||||||||
| Total Expenses | ||||||||
| (Loss) Income from Operations | ( | ) | ( | ) | ||||
| Other Expense | ||||||||
| Interest Expense, net | ||||||||
| Income from Employee Retention Credits | ( | ) | ||||||
| Other Income | ( | ) | ( | ) | ||||
| Total Other (Income) Expense | ( | ) | ||||||
| Net (Loss) Income | ( | ) | ||||||
| Series D Preferred Dividends | ( | ) | ( | ) | ||||
| Net (Loss) Income Attributable to Common Stockholders | $ | ( | ) | $ | ||||
| Per Share Data: | ||||||||
| Net (Loss) Income per Share Attributable to Common Stockholders: | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Diluted | $ | ( | ) | $ | ||||
| Weighted Average Common Shares Outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 4 |
SELECTIS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional | Selectis Health, Inc. | ||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-In Capital | Accumulated Deficit | Stockholders’ Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 | | $ | | $ | | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Series D Preferred Dividends | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
Series A Preferred Stock | Series D Preferred Stock | Common Stock | Additional | Selectis Health, Inc. | ||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-In Capital | Accumulated Deficit | Stockholders’ Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | | $ | | $ | | $ | $ | $ | ( | ) | $ | | ||||||||||||||||||||||||
| Balance | | $ | | $ | | $ | $ | $ | ( | ) | $ | | ||||||||||||||||||||||||
| Series D Preferred Dividends | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net Income | - | - | - | |||||||||||||||||||||||||||||||||
| Net Income Loss | - | - | - | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 5 |
SELECTIS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2024 | 2023 | |||||||
Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Income | $ | ( | ) | $ | ||||
| Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: | ||||||||
| Other Income from Adjustment of Debt | ( | ) | ||||||
| Depreciation and Amortization | ||||||||
| Amortization of Deferred Loan Costs and Debt Discount | ||||||||
| Provision for Bad Debt | ||||||||
| Changes in Operating Assets and Liabilities, Net of Assets and Liabilities Acquired: | ||||||||
| Accounts and Rents Receivable | ( | ) | ||||||
| Prepaid Expenses and Other Assets | ||||||||
| Employee Retention Credit Receivables | ( | ) | ||||||
| Accounts Payable and Accrued Liabilities | ||||||||
| Lease Security Deposits | ||||||||
| Cash Provided by (Used) in Operating Activities | ( | ) | ||||||
| Cash Flows From Investing Activities: | ||||||||
| Capital Expenditures for Property and Equipment | ( | ) | ( | ) | ||||
| Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from Issuance of Debt, Non-Related Party | ||||||||
| Payments on Debt, Non-Related Party | ( | ) | ( | ) | ||||
| Dividends Paid on Preferred Stock | ( | ) | ||||||
| Cash Used in Financing Activities | ( | ) | ( | ) | ||||
| Net Decrease in Cash, Cash Equivalents and Restricted Cash | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents and Restricted Cash at Beginning of the Period | ||||||||
| Cash and Cash Equivalents and Restricted Cash at End of the Period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash Paid for Interest | ||||||||
| Cash and Cash Equivalents | ||||||||
| Restricted Cash | ||||||||
| Total Cash and Cash Equivalents and Restricted Cash | ||||||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||||||
| Dividends Declared on Series D Preferred Stock | $ | $ | ||||||
| Financing of Insurance Premiums | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 6 |
SELECTIS HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of the Business
Selectis Health, Inc (“Selectis” or “we” or the “Company”) owns and operates, through wholly-owned subsidiaries Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards an owner operator model.
Prior to the Company changing its name to Selectis Health, Inc., the Company was known as Global Healthcare REIT, Inc. from September 30, 2013, to May 2021. Prior to this, the Company was known as Global Casinos, Inc. Global Casinos, Inc. operated two gaming casinos which were split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West Paces Ferry Healthcare REIT, Inc. (“WPF”). WPF was merged into the Company in 2019.
In September 2021, the Company rebranded to Selectis Health, Inc., from Global Healthcare REIT, Inc. to better align with the current and future business model, which is to own and operate its facilities.
The Company acquires, develops, leases and manages healthcare real estate, provide financing to healthcare providers, and provide healthcare operations through our wholly-owned subsidiaries. Our portfolio is comprised of investments in the following three healthcare segments: (i) senior housing (including independent and assisted living), (ii) post-acute/skilled nursing, and (iii) bonds securing senior housing communities. We will make investments within our healthcare segments using the following six investment products: (i) direct ownership of properties, (ii) debt investments, (iii) developments and redevelopments, (iv) investment management, (v) the Housing and Economic Recovery Act of 2008 (“RIDEA”), which represents investments in senior housing operations utilizing the structure permitted by RIDEA and (xi) owning healthcare operations.
Management’s Liquidity Plans and Going Concern
On August 27, 2014, FASB issued ASU 2014-05, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern within one year from financial statement issuance and to provide related footnote disclosures in certain circumstances. In accordance with ASU 2014-05, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.
The accompanying unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.
For
the three months ended March 31, 2024, the Company had operating cash flows of $
| ● | Increasing revenue by increasing occupancy in the facilities and increasing Medicaid reimbursement rates; | |
| ● | Controlling operating expenses; and | |
| ● | Seeking additional capital through the issuance of debt or equity securities, or the sale of assets. |
The focus on opportunities within our current portfolio and future properties to acquire and operate, the settlement, refinance, and continued service of debt obligations, the potential funds generated from stock sales and other initiatives contributing to additional working capital should alleviate any substantial doubt about the Company’s ability to continue as a going concern as defined by ASU 2014-05. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively impact our future operations.
| 7 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and in conjunction with the rules and regulations of the Securities Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary to make the consolidated financial statements not misleading have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the entire year. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Recently Issued Accounting Pronouncements
The FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2023. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.
Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.
Diluted earnings per share are based on the assumption that all dilutive options and warrants were converted or exercised by applying the treasury stock method and that all convertible preferred stock were converted into common shares by applying the if-converted method. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period or at the time of issuance, if later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, the preferred dividends applicable to convertible preferred stock are added back to the numerator. The convertible preferred stock is assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator.
We calculate basic earnings per share by dividing net income attributable to common stockholders (the “numerator”) by the weighted average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding options, warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible preferred stock outstanding, except where the impact would be anti-dilutive.
| 8 |
SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE
| 2024 | 2023 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Numerator for basic earnings per share: | ||||||||
| Net Loss Attributable to Selectis Health, Inc. | $ | ( | ) | $ | ||||
| Series D Preferred Dividends | ( | ) | ( | ) | ||||
| Net Income (Loss) Attributable to Common Stockholders – Basic | $ | ( | ) | $ | ||||
| Numerator for diluted earnings per share: | ||||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | ( | ) | $ | ||||
| Series D Preferred Dividends | ( | ) | ( | ) | ||||
| Net Income (Loss) Attributable to Common Stockholders – Diluted | $ | ( | ) | $ | ||||
| Denominator for basic earnings per share: | ||||||||
| Weighted Average Common Shares Outstanding | ||||||||
| Denominator for diluted earnings per share: | ||||||||
| Weighted Average Common Shares Outstanding - Basic | ||||||||
| Weighted Average Common Shares Outstanding - Diluted | ||||||||
| Net Income (Loss) per Share Attributable to Common Stockholders: | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Diluted | $ | ( | ) | $ | ||||
Fair Value Measurements
The Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.
Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company has no financial assets or financial liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.
The carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates.
Upon acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price based on the fair value of the tangible assets and intangible assets, if any, acquired and any liabilities assumed based on Level 3 inputs. These Level 3 inputs can include comparable sales values, discount rates, and capitalization rates from a third-party appraisal or other market sources.
| 9 |
3. PROPERTY AND EQUIPMENT, NET
The gross carrying amount and accumulated depreciation of the Company’s property and equipment as of March 31, 2024, and December 31, 2023, are as follows:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
| March 31, 2024 | December 31, 2023 | |||||||
| Land | $ | $ | ||||||
| Land Improvements | ||||||||
| Buildings and Improvements | ||||||||
| Furniture, Fixtures and Equipment | ||||||||
| Property and Equipment, gross | ||||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Less: Impairment | ( | ) | ( | ) | ||||
| Property and Equipment, net | $ | $ | ||||||
| For the Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Depreciation Expense (excluding Intangible Assets) | $ | $ | ||||||
4. DEBT AND DEBT - RELATED PARTIES
The following is a summary of the Company’s debt outstanding as of March 31, 2024, and December 31 2023:
SCHEDULE OF DEBT AND DEBT - RELATED PARTIES
| March 31, 2024 | December 31, 2023 | |||||||
| Senior Secured Promissory Notes | $ | $ | ||||||
| Senior Secured Promissory Notes - Related Parties | ||||||||
| Fixed-Rate Mortgage Loans | ||||||||
| Variable-Rate Mortgage Loans | ||||||||
| Other Debt, Subordinated Secured | ||||||||
| Other Debt, Subordinated Secured - Related Parties | ||||||||
| Other Debt, Subordinated Secured - Seller Financing | ||||||||
| Financed Insurance Premiums | ||||||||
| Debt and Debt – Related Parties, Gross | ||||||||
| Unamortized Discount and Debt Issuance Costs | ( | ) | ( | ) | ||||
| Debt and Debt – Related Parties, Net of Discount | $ | $ | ||||||
| As presented in the Consolidated Balance Sheets: | ||||||||
| Current Maturities of Long-Term Debt, Net | $ | $ | ||||||
| Short term debt – Related Parties, Net | ||||||||
| Long-Term Debt, Net | ||||||||
The
weighted average interest rate and term of our debt are
| 10 |
Corporate Senior and Senior Secured Promissory Notes
As
of March 31, 2024, and December 31, 2023, the senior secured notes are subject to annual interest ranging from
In
2017, $
In
October 2017, the Company sold an aggregate of $
In
October 2018, the Company, through a registered broker-dealer acting as Placement Agent, undertook a private offering to accredited investors
of Units, each Unit consisting of an
On
January 17, 2020, the Board of Directors agreed to increase the total offering amount and extend the period of its 2018 Offering of
Effective
June 27, 2023, pursuant to an Allonge and Modification Agreement a Majority in Interest of the senior secured note holders agreed to
extend the maturity date of the notes to
On
March 29, 2023, the Company entered into a short-term subordinated secured promissory note of $
| 11 |
Mortgage Loans and Lines of Credit Secured by Real Estate
Mortgage loans and other debts such as line of credit here are collateralized by all assets of each nursing home property and an assignment of its rents. Collateral for certain mortgage loans includes the personal guarantee of Christopher Brogdon, formerly but no longer a related party, or corporate guarantees. Mortgage loans for the periods presented consisted of the following:
SCHEDULE OF MORTGAGE LOAN DEBT
| Number of | Total Face | Total Principal Outstanding as of | ||||||||||||||
| State | Properties | Amount | March 31, 2024 | December 31, 2023 | ||||||||||||
| Arkansas(1) | $ | $ | $ | |||||||||||||
| Georgia (2) | $ | $ | $ | |||||||||||||
| Ohio | $ | $ | $ | |||||||||||||
| Oklahoma(3) | $ | $ | $ | |||||||||||||
| $ | $ | $ | ||||||||||||||
| (1) | |
| (2) | |
| (3) |
Subordinated, Corporate and Other Debt
Other debt due at March 31, 2024 and December 31, 2023 includes unsecured notes payable issued to entities controlled by the Company used to facilitate the acquisition of the nursing home properties.
SCHEDULE OF OTHER DEBT
| Total Principal Outstanding as of | ||||||||||||||||
| Property | Face Amount | March 31, 2024 | December 31, 2023 | Stated Interest Rate | Maturity Date | |||||||||||
| Goodwill Nursing Home | $ | $ | $ | |||||||||||||
| Goodwill Nursing Home – Related Party | ||||||||||||||||
| Higher Call Nursing Center (1) | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
| (1) |
| 12 |
The Company’s corporate debt as of March 31, 2024, and December 31, 2023 includes unsecured notes and notes secured by all assets of the Company not serving as collateral for other notes.
SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS
| Total Principal Outstanding as of | ||||||||||||||||
| Series | Face Amount | March 31, 2024 | December 31, 2023 | Stated Interest Rate | Maturity Date | |||||||||||
| 11% Senior Secured Promissory Notes | $ | $ | $ | | ||||||||||||
| 11% Senior Secured Promissory Notes – Related Party | $ | |||||||||||||||
| $ | $ | $ | ||||||||||||||
5. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized shares of preferred stock. These shares may be issued in series with such rights and preferences as may be determined by the board of directors.
Series A Convertible Redeemable Preferred Stock
The
Company’s Board of Directors has authorized shares of $ stated value, Series A Preferred Stock. The preferred stock
has a senior liquidation preference value of $
As of March 31, 2024, and December 31, 2023, the Company has shares of Series A Preferred Stock outstanding.
Series D Convertible Preferred Stock
The
Company has established a class of preferred stock designated “Series D Convertible Preferred Stock” (Series D preferred
stock) and authorized an aggregate of non-voting shares with a stated value of $ per share. Holders of the Series D preferred
stock are entitled to receive dividends at the annual rate of
As of March 31, 2024 and December 31, 2023, the Company had shares of Series D Preferred Stock outstanding.
For
the three months ended March 31, 2024, and 2023, the Company declared $
Common Stock
The Company’s Board of Directors has authorized shares of $ par value, Common Stock. As of March 31, 2024 and December 31, 2023, the Company has shares of common stock outstanding, respectively.
Common Stock Warrants
As
of March 31, 2024, and December 31, 2023, the Company had
SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY
| March 31, 2024 | ||||||||
| Number of | Weighted Average | |||||||
| Warrants | Exercise Price | |||||||
| Beginning Balance | $ | |||||||
| Exercised | ||||||||
| Expired | ||||||||
| Ending Balance | $ | |||||||
| 13 |
6. FACILITY LEASES
The following table summarizes leasing arrangements related to the Company’s healthcare facilities at March 31, 2024:
SCHEDULE OF LEASING ARRANGEMENTS
| Monthly Lease | ||||||||
| Facility | Income (1) | Lease Expiration | Renewal Option if any | |||||
| Goodwill Hunting LLC(1) | $ | |||||||
| (1) |
Lessees are responsible for payment of insurance, taxes, and other charges while under the lease. Should the lessees not pay all such charges as required under the leases, or if there is no tenant, the Company may become liable for such operating expenses. We have been required to cover those expenses at Glen Eagle as well as the Southern Hills SNF, ALF and ILF, Meadowview, Higher Call, Edwards, Fairland, Sparta, and Warrenton properties.
7. COMMITMENTS AND CONTINGENCIES
General and Professional Liability Insurance and Lawsuits
The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. The Company purchases insurance through third party providers that provides coverage for these claims.
There is certain additional litigation incidental to our business, none of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters.
Governmental Regulations
Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs.
8. SUBSEQUENT EVENTS
On
April 12, 2024, the Company entered into a Commercial Line of Credit Agreement
and Note with Southern Bank for a line of credit in the principal amount limit of $
On May 1, 2024, the Company caused its wholly-owned subsidiary Goodwill Hunting, LLC, a Georgia limited liability company (“Seller”) to execute and deliver a definitive Purchase and Sale Agreement (“PSA”) with Bibb County Holdings II, LLC, a Georgia limited liability company (“Purchaser”); pursuant to which the Seller agreed to sell certain real property located in Macon, Bibb County, Georgia identified as Bibb County Tax Parcels P1030040, P1030254, P1030253, P1030043, P1030052, and P1030252 including that certain skilled nursing facility known as “Archway Transitional Care Center” located at 4373 Houston Avenue, Macon, Bibb County, 31206 (the “Archway Property”).
The
purchase price to be paid by Purchaser for the Archway Property is Six Million Seven Hundred Fifty Thousand Dollars ($
Consummation of the PSA is contingent upon satisfactory completion of certain conditions customary in transactions of this nature. There can be no assurance that the PSA will be consummated.
| 14 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is Management’s Discussion and Analysis of Financial Condition and Results of Operations and should be read in conjunction with the interim financial statements and notes thereto contained in this report. This section contains forward-looking statements, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based. These forward-looking statements generally are identified by the words “believes,” “projects,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise. All forward-looking statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC.
Actual future results and trends may differ materially from expectations depending on a variety of factors discussed in our filings with the SEC. These factors include without limitation:
| ● | strategic business relationships; |
| ● | statements about future business plans and strategies; |
| ● | anticipated operating results and sources of future revenue; |
| ● | organization’s growth; |
| ● | adequacy of our financial resources; |
| ● | development of markets; |
| ● | competitive pressures; |
| ● | changing economic conditions; |
| ● | expectations regarding competition from other companies; |
| ● | the duration and scope of the COVID-19 pandemic; |
| ● | the impact of the COVID-19 pandemic on occupancy rates and on the operations of the Company’s facilities and its operators/tenants; |
| 15 |
| ● | actions governments take in response to the COVID-19 pandemic, including the introduction of public health measures and other regulations affecting our properties and our operations and the operations of our operators/tenants; |
| ● | the effects of health and safety measures adopted by us and our operators/tenants in response to the COVID-19 pandemic; |
| ● | increased operational costs because of health and safety measures related to COVID-19; |
| ● | the impact of the COVID-19 pandemic on the business and financial conditions of our operators/tenants and their ability to pay rent; |
| ● | disruptions to our property acquisition and disposition activities due to economic uncertainty caused by COVID-19; and |
| ● | general economic uncertainty in key markets as a result of the COVID-19 pandemic and a worsening of global economic conditions or low levels of economic growth. |
Properties
As of March 31, 2024, we owned thirteen (13) long-term care facilities including a campus of three buildings in Tulsa, OK. The following table provides summary information regarding these facilities at March 31, 2024:
| Total Square Feet | # of Beds | |||||||||||||||||||||||||||
| Operating | Leased | |||||||||||||||||||||||||||
| Leased | Square | Square | Operating | Leased | ||||||||||||||||||||||||
| State | Properties | Operations | Operations | Feet | Feet | Beds | Beds | |||||||||||||||||||||
| Arkansas | 1 | - | 1 | - | 40,737 | - | 141 | |||||||||||||||||||||
| Georgia | 5 | 4 | 1 | 78,197 | 46,199 | 454 | 100 | |||||||||||||||||||||
| Ohio | 1 | - | - | 27,500 | - | 99 | - | |||||||||||||||||||||
| Oklahoma | 6 | 5 | - | 162,976 | - | 351 | - | |||||||||||||||||||||
| Total | 13 | 9 | 2 | 268,673 | 86,936 | 904 | 241 | |||||||||||||||||||||
Results of Operations
The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023
Rental revenues for the three months ended March 31, 2024, and 2023 totaled $160,326 and $157,789. The Company also had healthcare revenue of $9,332,080 for the three months ended March 31, 2024, compared to $8,627,949 for the three months ended March 31, 2023. Healthcare revenues increased due to change in occupancy and patient mix. The Company had Healthcare Grant revenue of $0 compared to $819,933 for the three months ended March 31, 2024 and March 31, 2023, respectively. The decrease in healthcare grant revenues is primarily due to the healthcare grant revenues received from the State of Oklahoma ceased in May 2023. Our healthcare revenues will likely continue to decrease due to a decrease in Medicaid rates.
General and administrative expenses were $2,163,348 and $2,204,846, for the three months ended March 31, 2024 and 2023. The Company healthcare operations management has hired a contract CFO and Controller to support the corporate team and will continue to aid the facilities in delivering world class care.
Property taxes, insurance, and other operating expenses totaled $7,501,209 and $8,509,271 for the three months ended March 31, 2024 and 2023, respectively. This decrease is attributed to a decrease in operational headcount resulting in lower operational wages and decreased spending on COVID related expenses.
| 16 |
Depreciation and amortization expense totaled $423,599 and $438,730 for the three months ended March 31, 2024 and 2023, respectively. This decrease is related to an increase in fully depreciated assets as compared to the same period in the prior year.
Provision for credit losses totaled $100,514 and $423,180 for the three months ended March 31, 2024 and 2023, respectively. This decrease is related to a decrease in accounts receivable and the related accounts receivable over 60 days past due.
The Company had $630,330 of interest expense for the three months ended March 31, 2024, and $518,299 interest expense for the three months ended March 31, 2023. This increase is mainly due to a correction of the note payable principal and related interest expense.
The Company had income of $0 from employee retention credits for the three months ended March 31, 2024, and $6,350,533 for the three months ended March 31, 2023.
The Company had $291,874 of other income for the three months ended March 31, 2024, and $163,298 for the three months ended March 31, 2023. This is primarily related to recording the principal reduction payments made by the operator for the Arkansas facility as other income. We will continue to record this as the operator continues to satisfy the debt.
Liquidity and Capital Resources and Going Concern
Throughout its history, the Company has experienced shortages in working capital and has relied, from time to time, upon sales of debt and equity securities to meet cash demands generated by our acquisition activities.
At March 31, 2024, the Company had cash of $1,265,613 and restricted cash of $767,226. Our restricted cash is to be spent on insurance, taxes, repairs, and capital expenditures associated with Providence of Sparta Nursing Home or Warrenton Health and Rehab. Our liquidity is expected to increase from potential equity and debt offerings and decrease as net offering proceeds are expended in connection with our various property improvement projects. Our continuing short-term liquidity requirements consisting primarily of operating expenses and debt service requirements, excluding balloon payments at maturity, are expected to be achieved from healthcare operations, rental revenues received, and existing cash on hand.
Cash provided by operating activities was $249,495 for the three months ended March 31, 2024, compared to cash used in operating activities of $66,995 for the three months ended March 31, 2023.
Cash used in investing activities was $116,629 for the three months ended March 31, 2024, compared to cash used in investing activities of $42,515 for the three months ended March 31, 2023.
Cash used in financing activities was $404,750 for the three months ended March 31, 2024 compared to cash used in financing activities of $107,347 for the three months ended March 31, 2023.
The focus on opportunities within our current portfolio and future properties to acquire and operate, the settlement, refinance, and continued service of debt obligations, the potential funds generated from stock sales and other initiatives contributing to additional working capital should alleviate any substantial doubt about the Company’s ability to continue as a going concern as defined by ASU 2014-05. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively impact our future operations.
The CARES Act provides an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualified for the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021. In February 2023, the Company submitted filings for CARES Employee Retention Credits totaling $6,350,533. As of March 31, 2023 and 2024, the Company reported $6,350,533 and $0 as other income in the accompanying condensed consolidated statement of operations. As of December 31, 2023, the Company recorded an employee retention credits receivable of $1,257,952. Upon evaluation of the collectability of this receivable, the Company recorded a full allowance against this receivable. As of March 31, 2024, this receivable remains at $0.
| 17 |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we consider material.
Critical Accounting Policies and Estimates
Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. Certain of these accounting policies are particularly important for an understanding of the financial position and results of operations presented in the consolidated financial statements set forth elsewhere in this report. These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Actual results could differ as a result of such judgment and assumptions.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques.
Goodwill
Goodwill represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.
Revenue Recognition
The Company recognizes revenue in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” including subsequently issued updates. Under the accounting guidance our revenues are presented net of estimated allowances, and we no longer present the contractual allowance as a separate line item on our balance sheet.
The Company reviews its calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing for the uncollectible portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly with a greater emphasis given to current trends. This calculation is routinely analyzed by the Company based on actual allowances issued by payers and the actual payments made to determine what adjustments, if any, are needed.
Our revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on charges incurred in relation to total expected charges. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, and Medicaid) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare, and Medicaid). Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge, per identified service or per covered member.
| 18 |
When the lessee is the owner of any improvements, any lessee improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. As of March 31, 2024, and 2023, there were no deferred lease incentives recorded.
Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care are based upon the payment terms specified in the related contractual agreements.
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain government programs, primarily Medicare, this is generally referred to as the “cost report” filing and settlement process).
In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The Company adopted ASU 2016-13 January 1, 2023. We identified trade accounts receivable financial instruments that would be impacted by this adoption.
The CARES Act provides an employee retention credit (“CARES Employee Retention Credit”), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualified for the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021. In February 2023, the Company submitted filings for CARES Employee Retention Credits totaling $6,350,533. As of March 31, 2023 and 2024, the Company reported $6,350,533 and $0 as other income in the accompanying condensed consolidated statement of operations. As of December 31, 2023, the Company recorded an employee retention credits receivable of $1,257,952. Upon evaluation of the collectability of this receivable, the Company recorded a full allowance against this receivable. As of March 31, 2024, this receivable remains at $0.
Use of Estimates
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses reported for the period presented. The most significant estimates relate to the useful life and impairment of intangible assets and allowance for doubtful accounts. The Company regularly will assess these estimates and, while actual results may differ, management believes that the estimates are reasonable.
Recently Issued Accounting Pronouncements
The FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2023. Management has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, including our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were not effective as of such date to provide assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management as appropriate, to allow timely decisions regarding disclosures.
Management noted the following deficiencies that we believe to be material weaknesses:
| ● | Inadequate design of information technology (IT) general and application controls resulting from inappropriate access given to certain individuals within finance, including the CFO and Controller; | |
| ● | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; and | |
| ● | Lack of a formal review process that includes multiple levels of review as well as timely review of accounts and reconciliations leading to material post-closing adjustments. |
In light of the material weaknesses described above, we performed additional analysis deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented. The Company plans to implement multi-level review in 2024, and management intends to work internally and with various third-parties to ensure we have the proper controls in place going forward.
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 19 |
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of prior, current, and pending litigation of material significance to the Company, please see Note 7, Commitments and Contingencies, of this Form 10–Q.
Item 1A. Risk Factors
Not required for small reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document** | |
| 101.SCH | Inline XBRL Schema Document** | |
| 101.CAL | Inline XBRL Calculation Linkbase Document** | |
| 101.LAB | Inline XBRL Label Linkbase Document** | |
| 101.PRE | Inline XBRL Presentation Linkbase Document** | |
| 101.DEF | Inline XBRL Definition Linkbase Document** | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* filed herewith
** furnished, not filed
| 20 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SELECTIS HEALTH, INC | ||
| Date: May 15, 2024 | By: | /s/ Adam Desmond |
| Adam Desmond, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 15, 2024 | By: | /s/ James W. Creamer III |
| James W. Creamer III, Chief Financial Officer | ||
| (Principal Accounting Officer) | ||
| 21 |
Exhibit 31.1
CERTIFICATION
I, Adam Desmond, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Selectis Health, Inc. | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 15, 2024 | /s/ Adam Desmond |
Adam Desmond, Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, James W. Creamer III, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Selectis Health, Inc/ f/k/a Global Healthcare REIT, Inc. | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 15, 2024 | /s/ James W. Creamer III |
James W. Creamer III, Chief Financial Officer (Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Selectis Health, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Desmond, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: May 15, 2024 |
| /s/ Adam Desmond | |
| Adam Desmond, Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
Selectis Health, Inc.
Certification Pursuant to
18 U.S.C. Section 1350
(as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act Of 2002)
In connection with the Quarterly Report of Selectis Health, Inc. (the “Company”) on Form 10-Q for the quarter period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, James W. Creamer III, Chief Financial Officer (Principal Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 15, 2024 |
| /s/ James W. Creamer III | |
| James W. Creamer III | |
Chief Financial Officer (Principal Accounting Officer) |