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): May 20, 2021
GLOBALHEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
| Utah | 0-15415 | 87-0340206 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | Commission<br><br> <br>File<br> Number | (I.R.S.<br> Employer<br><br> <br>Identification<br> number) |
8480 E. Orchard Road, Ste. 4900, Greenwood Village, CO 80111
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 680-0808
6800 N. 79^th^ St., Ste, 200, Niwot, CO 80503
(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. [ ]
| ITEM2.02 | RESULTS OF OPERATION AND FINANCIAL CONDITION |
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| ITEM7.01 | REGULATION FD DISCLOSURE |
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On May 20, 2021, Global Healthcare REIT, Inc., a Utah corporation (the “Company”) issued a press release announcing results of operations and financial condition for its fiscal 1^st^ quarter ended March 31, 2021. 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 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> May 25, 2021 | /s/ Lance Baller |
| Lance<br> Baller, CEO |
Exhibit99.1
Updated: Selectis Health Reports First Quarter 2021 Financial Results
Greenwood Village, Colorado, May 20, 2021 (GLOBE NEWSWIRE) — Global Healthcare REIT, Inc. (Currently in a rebranding effort to Selectis Health, Inc.) (OTC: GBCS) (“Selectis” or the “Company”) today reported net income for the first quarter of 2021 of $240,566, or $0.01 per diluted share. Total revenue increased 49.6% to $5.76 million for the first quarter of 2021 compared to $3.85 million for the same period of 2020.
FIRSTQUARTER HIGHLIGHTS
| ● | Record<br> revenue of $5,762,843 in 1Q21 versus revenue of $3,851,601 in 1Q20, a growth rate of 49.6% year-over-year; |
|---|---|
| ● | Net<br> Income (loss) of $240,566 in 1Q21 versus net income of $53,600 in 1Q20, a growth rate of 348.8% year-over-year; |
| ● | Earnings<br> (loss) per Share of $0.01 per share in 1Q21 versus net income of $0.00 per share in 1Q20, a growth rate of 100% year-over-year; |
| ● | Reopening<br> of our Oklahoma City facility; |
| ● | Implemented<br> rebranding to Selectis Health; |
| ● | Addition<br> of new President and COO, Randy Barker; |
| ● | Implementation<br> of new expense platform. |
“During the first quarter of 2021 we successfully reopened our Oklahoma City facility. The Company spent almost $1M updating and renovating this facility. We hired an exemplary director and have begun to build out the remaining infrastructure to ensure this property will not only add value to our portfolio of healthcare facilities, but it will help in the revitalization of this corner of Oklahoma City, providing exceptional service to our residents and patients. We opened our doors on March 26 and are very pleased to announce we have several residents already and will begin our Centers for Medicare and Medicaid Services (“CMS”) certification process in order to begin billing,” said Lance Baller, CEO of Selectis Health. “We now operate seven of our properties and will continue to see growth come from within our current portfolio as we optimize our operations at these facilities. The Leadership team is still committed to finding future healthcare facilities that will enhance our portfolio and drive increased shareholder value and quality healthcare. As a result of the increased number of COVID-19 exposures in our facilities our first quarter earnings were slightly positive. We have observed that it takes three to six months per facility to recover from a COVID exposure in our rural settings. Additionally, our Tulsa facility is dealing with damage sustained during the extreme cold weather and the census is at a reduced level until the repairs are completed within the next sixty days. We continue to remain vigilant with our COVID protocols in our facilities and will continue to adhere to state and local guideless to protect and safeguard our residents and their families, especially as we begin to welcome their loved ones back to visit in our centers due to increasing availability of vaccines. We expect to have a COVID tailwind over the coming weeks and months and look forward to sharing the news of our success with all of our stakeholders.”
Total Revenue
For the three months ended March 31, 2021, total revenue increased 49.6% to $5.76 million, compared to $3.85 million for the comparable period in 2020. The higher total revenue reflects our focus on our transition of our business model.
NetIncome
For the three months ended March 31, 2021, net income was $240,556, or $0.01 per diluted share, compared to net income of $54,101, or $0.00 per diluted share, for the comparable period of 2020.
For the three months ended March 31, 2021, the Company’s normalized after-tax margin was 4.17%.
Generaland Administrative Expense Ratio
For the three months ended March 31, 2021, the G&A ratio was 36.4% compared to 8.9% in 2020. This change reflects increased cost of operating healthcare facilities, rather than simply renting to tenants.
BalanceSheet
Cash and investments at the company amounted to $3.81 million as of March 31, 2021, compared to $4.00 million as of December 31, 2020.
CashFlow
Operating cash flow used for the three months ended March 31, 2021, amounted to ($664,847), compared to $252,424 for the comparable period of 2020, a decrease of 363%. This is primarily due to reopening of the Oklahoma City facility, and extra cost incurred, as well as lower revenues and increased costs due to COVID-19 including one time payments incurred in the period.
ConferenceCall
Management will host a conference call to discuss Selectis Health’s first quarter results at 11:00 a.m. Eastern Time on Thursday, May 20, 2021. The number to call for the interactive teleconference is (877) 407-0789 and the confirmation number is 13720076. A telephonic replay of the call will be available after 2:00 p.m. Eastern Daylight Time on the same day through Friday, May 28, 2021, by dialing (844) 512-2921 and entering the confirmation number 13720076.
SUMMARYOF FIRST QUARTER RESULTS
GLOBALHEALTHCARE REIT, INC.CONSOLIDATED BALANCE SHEETS( UN AUDITED)
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets | |||||
| Cash and Cash Equivalents | 3,378,862 | $ | 3,567,437 | ||
| Restricted Cash | 410,866 | 410,866 | |||
| Accounts Receivable, Net | 2,272,978 | 1,931,569 | |||
| Prepaid Expenses and Other | 741,692 | 682,949 | |||
| Investments in Debt Securities | 24,387 | 24,387 | |||
| Total Current Assets | 6,828,785 | 6,617,208 | |||
| Long Term Assets | |||||
| Property and Equipment, Net | 38,015,253 | 38,238,367 | |||
| Goodwill | 1,076,908 | 1,076,908 | |||
| Total Assets | 45,920,946 | $ | 45,932,483 | ||
| LIABILITIES AND EQUITY | |||||
| Current Liabilities | |||||
| Accounts Payable and Accrued Liabilities | 3,282,997 | $ | 3,196,178 | ||
| Accounts Payable – Related Parties | 72,800 | 9,900 | |||
| Dividends Payable | 7,500 | 7,500 | |||
| Current Maturities of Long Term Debt, Net of Discount of 751 and 1,714, respectively | 12,502,972 | 19,299,156 | |||
| Debt – Related Parties, Net of discount of 3,234 and 3,234, respectively | 1,121,766 | 1,121,766 | |||
| Total Current Liabilities | 16,988,035 | 23,634,500 | |||
| Debt, Net of discount of 416,865 and 450,879, respectively | 25,215,666 | 18,830,444 | |||
| Lease Security Deposit | 250,100 | 251,600 | |||
| Total Liabilities | 42,453,801 | 42,716,544 | |||
| Commitments and Contingencies | |||||
| Equity | |||||
| Preferred Stock: | |||||
| Series 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 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 Stock - 0.05 Par Value; 50,000,000 Shares Authorized, 26,866,379 and 26,866,379 Shares Issued and Outstanding at March 31, 2021 and December 31, 2020, respectively | 1,343,319 | 1,343,319 | |||
| Additional Paid-In Capital | 10,331,065 | 10,331,065 | |||
| Accumulated Deficit | (8,795,844 | ) | (9,036,400 | ) | |
| Total Global Healthcare REIT, Inc. Stockholders’ Equity | 3,654,540 | 3,413,984 | |||
| Noncontrolling Interests | (187,395 | ) | (198,045 | ) | |
| Total Equity | 3,467,145 | 3,215,939 | |||
| Total Liabilities and Equity | 45,920,946 | $ | 45,932,483 |
All values are in US Dollars.
GLOBALHEALTHCARE REIT, INC.CONSOLIDATED STATEMENTS OF OPERATIONS( UN AUDITED)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2021 | 2020 | |||||
| Revenue | ||||||
| Rental Revenue | $ | 390,386 | $ | 521,012 | ||
| Healthcare Revenue | 5,372,457 | 3,330,589 | ||||
| Total Revenue | 5,762,843 | 3,851,601 | ||||
| Expenses | ||||||
| Property Taxes, Insurance and Other Operating | 3,544,730 | 2,331,744 | ||||
| General and Administrative | 2,098,327 | 343,063 | ||||
| Provision for Bad Debts | 24,134 | 206,608 | ||||
| Acquisition Costs | - | 14,891 | ||||
| Depreciation and Amortization | 401,023 | 387,218 | ||||
| Total Expenses | 6,068,214 | 3,283,524 | ||||
| Income from Operations | (305,371 | ) | 568,077 | |||
| Other Income | ||||||
| Interest Expense | 543,543 | 505,270 | ||||
| Gain on Forgiveness of PPP Loan | (675,598 | ) | - | |||
| Other Income | (432,022 | ) | - | |||
| Total Other (Income) Expense | (564,077 | ) | 505,270 | |||
| Net Income | 258,706 | 62,807 | ||||
| Net (Income) Loss Attributable to Noncontrolling Interests | (10,650 | ) | (1,707 | ) | ||
| Net Income Attributable to Global Healthcare REIT, Inc. | 248,056 | 61,100 | ||||
| Series D Preferred Dividends | (7,500 | ) | (7,500 | ) | ||
| Net Income Attributable to Common Stockholders | $ | 240,556 | $ | 53,600 | ||
| Per Share Data: | ||||||
| Net Income per Share Attributable to Common Stockholders: | ||||||
| Basic | $ | 0.01 | $ | 0.00 | ||
| Diluted | $ | 0.01 | $ | 0.00 | ||
| Weighted Average Common Shares Outstanding: | ||||||
| Basic | 26,866,379 | 27,441,040 | ||||
| Diluted | 27,605,688 | 27,441,040 |
SafeHarbor Statement under the Private Securities Litigation Reform Act of 1995
This earnings release and the Company’s accompanying oral remarks contain forward-looking statements regarding its 2021 guidance, as well as its plans, expectations, and the Company’s expectations regarding future developments. Actual results could differ materially due to numerous known and unknown risks as well as uncertainties. These risks and uncertainties are discussed under the headings “Forward-Looking Statements,” and “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
These reports can be accessed under the investor relations tab of the Company’s website or on the SEC’s website at sec.gov. Given these risks and uncertainties, the Company can give no assurances that its forward-looking statements will prove to be accurate, or that any other results or developments projected or contemplated by its forward-looking statements will in fact occur, and the Company cautions investors not to place undue reliance on these statements. All forward-looking statements in this release represent the Company’s judgment as of the date of this release, except as otherwise required by law, the Company disclaims any obligation to update any forward-looking statement to conform the statement to actual results or changes in its expectations.
| For<br> Further Information Contact: |
|---|
| Brandon<br> Thall |
| investors@selectis.com |