NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of the Business
Global
Healthcare REIT, Inc. (the Company or Global) was organized with the intent of operating as a real estate investment trust (REIT)
for the purpose of investing in real estate and other assets related to the healthcare industry. Prior to the Company changing
its name to Global Healthcare REIT, Inc. on September 30, 2013, 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) in a transaction accounted for as
a reverse acquisition whereby WPF was deemed to be the accounting acquirer.
The
Company intends to make a REIT election under sections 856 through 859 of the Internal Revenue Code of 1986, as amended. Such
election will be made by the Board of Directors at such time as the Board determines that we qualify as a REIT under applicable
provisions of the Internal Revenue Code.
The
Company acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers.
As of March 31, 2018, the Company owned nine healthcare properties which are leased to third-party operators under triple-net
operating terms.
Basis
of Presentation
The
accompanying unaudited interim consolidated 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, 2018 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, 2017 filed with the Securities and Exchange Commission.
Recently
Adopted Accounting Pronouncements
In
May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (ASC 606),” which is a comprehensive
new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to
a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.
We
have evaluated our various revenue streams to identify whether they would be subject to the provisions of ASC 606 and any differences
in timing, measurement, or presentation of revenue recognition. A significant source of our revenue is generated through leasing
arrangements, which are specifically excluded from ASU 2014-09. The Company adopted this standard as of January 1, 2018 using
the modified retrospective approach. As leasing arrangements, which are excluded from ASU 2014-09, represent the primary source
of revenue for the Company, the impact of adopting this standard will be limited to the Company’s recognition and presentation
of non-lease revenues. Accordingly, the Company does not expect the adoption of this standard to have a significant impact on
its consolidated financial statements and related disclosures. The adoption of this standard did not require any adjustments to
the opening balance of retained earnings as of January 1, 2018.
For our Nursing Home Operations in Abbeville,
the adoption of ASU 2014-09 resulted in changes to Abbeville’s presentation for and disclosure of revenue primarily
related to uninsured or underinsured patients. Prior to the adoption of ASU 2014-09, a significant portion of Glen Eagle’s
provision for doubtful accounts related to self-pay patients, as well as co-pays, co-insurance amounts and deductibles owed to
us by patients with insurance. Under ASU 2014-09, the estimated uncollectable amounts due from these patients are generally considered
implicit price concessions that are a direct reduction to net operating revenues, with a corresponding material reduction in the
amounts presented separately as provision for doubtful accounts.
In
November 2016, the FASB issued ASU 2016-18,
Statement of Cash Flows (Topic 230). Restricted Cash (A consensus of the FASB Emerging
Issues Task Force),
which requires that the statement of cash flows include restricted cash in the beginning and end-of-period
total amounts shown on the statement of cash flows and that the statement of cash flows explain changes in restricted cash during
the period. The Company adopted this standard as of January 1, 2018 using retrospective approach. The impact of this adoption
was disclosure only for periods presented on the Company’s Statements of Cash Flows.
Recently
Issued Accounting Pronouncements
In
February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, “Leases: Topic 842 (ASU 2016-02)”,
to supersede nearly all existing lease guidance under GAAP. The guidance would require lessees to recognize most leases on their
balance sheets as lease liabilities with corresponding right-of-use assets. ASU 2016-02 is effective for the Company in the first
quarter of our fiscal year ending December 31, 2019 using a modified retrospective approach with the option to elect certain practical
expedients. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its consolidated financial
statements.
The
Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting
guidance during 2017. 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.
2.
GOING CONCERN
The
accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern.
For
the three months ended March 31, 2018, the Company incurred a net loss of $ 212,234 , reported net cash provided by operations
of $208,320 and has an accumulated deficit of $9,260,276. These circumstances raise substantial doubt as to the Company’s
ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s
ability to generate sufficient revenues and cash flows to operate profitably and meet contractual obligations, or raise additional
capital through debt financing or through sales of common stock.
The
failure to achieve the necessary levels of profitability and cash flows or obtain additional funding would be detrimental to the
Company. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.
3.
PROPERTY AND EQUIPMENT
The
gross carrying amount and accumulated depreciation of the Company’s property and equipment as of March 31, 2018 and December
31, 2017 are as follows:
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,597,500
|
|
|
$
|
1,597,500
|
|
Land
Improvements
|
|
|
200,000
|
|
|
|
200,000
|
|
Buildings
and Improvements
|
|
|
35,376,281
|
|
|
|
35,312,194
|
|
Furniture,
Fixtures and Equipment
|
|
|
1,504,195
|
|
|
|
1,430,502
|
|
Construction
in Progress
|
|
|
3,962,506
|
|
|
|
3,956,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,640,482
|
|
|
|
42,497,037
|
|
Less
Accumulated Depreciation
|
|
|
(4,862,216
|
)
|
|
|
(4,556,805
|
)
|
Less
Impairment
|
|
|
(1,560,000
|
)
|
|
|
(1,560,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,218,266
|
|
|
$
|
36,380,232
|
|
|
|
For
the Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Depreciation
Expense
|
|
$
|
305,410
|
|
|
$
|
294,638
|
|
4.
INVESTMENTS IN DEBT SECURITIES
At
March 31, 2018 and December 31, 2017, the Company held investments in marketable securities that were classified as held-to-maturity
and carried at amortized costs. Held-to-maturity securities consisted of the following:
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
|
|
|
|
|
|
States
and Municipalities
|
|
$
|
278,045
|
|
|
$
|
243,469
|
|
Contractual
maturities of held-to-maturity securities at March 31, 2018 are as follows:
|
|
Net
Carrying
Amount
|
|
|
|
|
|
Due
in Five Years and More
|
|
$
|
458,000
|
|
Actual
maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or
without call or prepayment penalties
5.
DEBT AND DEBT-RELATED PARTIES
The
following is a summary of the Company’s debt outstanding as of March 31, 2018 and December 31, 2017:
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Senior
Secured Promissory Notes
|
|
$
|
325,000
|
|
|
$
|
325,000
|
|
Senior
Unsecured Promissory Notes
|
|
|
300,000
|
|
|
|
300,000
|
|
Senior
Secured Promissory Notes - Related Parties
|
|
|
875,000
|
|
|
|
875,000
|
|
Fixed-Rate
Mortgage Loans
|
|
|
18,618,237
|
|
|
|
18,750,685
|
|
Variable-Rate
Mortgage Loans
|
|
|
7,253,931
|
|
|
|
7,210,372
|
|
Bonds
Payable
|
|
|
4,586,000
|
|
|
|
5,061,000
|
|
Line of Credit
|
|
|
2,263,111
|
|
|
|
1,873,733
|
|
Other
Debt
|
|
|
1,536,000
|
|
|
|
1,536,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,757,279
|
|
|
|
35,931,790
|
|
|
|
|
|
|
|
|
|
|
Premium,
Unamortized Discount and Debt Issuance Costs
|
|
|
(764,652
|
)
|
|
|
(809,699
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,992,627
|
|
|
$
|
35,122,091
|
|
|
|
|
|
|
|
|
|
|
As
presented in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt,
Net
|
|
$
|
34,142,114
|
|
|
$
|
34,282,407
|
|
|
|
|
|
|
|
|
|
|
Debt
- Related Parties, Net
|
|
|
850,513
|
|
|
|
839,684
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,992,627
|
|
|
$
|
35,122,091
|
|
Senior
Secured Promissory Notes and Senior Secured Promissory Notes - Related Parties
From
November through December 2016, the Company undertook a private offering of its 10% Senior Secured Promissory Notes. As of December
31, 2016, $600,000 of the notes had been issued of which $450,000 were issued to the directors of the Company or entities or persons
affiliated with these directors. The notes bear interest at a rate of 10% payable monthly with principal and unpaid interest due
at maturity, originally January 13, 2018. The notes were issued with warrants to purchase 600,000 shares of common stock at an
exercise price of $0.75 per share. The warrants have a cashless exercise provision.
In 2017, an additional $600,000 in notes were
sold and issued, of which $425,000 were to related parties. At March 31, 2018, there were outstanding an aggregate of $1.2 million
in senior secured notes. The notes are secured by all assets of the Company not serving as collateral for other notes. The maturity
date of all the senior secured notes was extended to December 31, 2018 prior to their original maturity date, $225,000 of which
occurred in the three months ended March 31, 2018. For every $1.00 in principal amount of note, investors got one warrant
exercisable for one year to purchase an additional share of common stock at an exercise price of $.75 per share. The warrants
have a cashless exercise provision and were valued using the Black-Scholes pricing model. The maturity date of the 1.2 million
warrants issued along with the notes was extended to December 31, 2018 as well, 225,000 warrants of which occurred in the three
months ended March 31, 2018. The transaction was accounted for as a debt extinguishment with a loss on modification of warrant
in the amount of $29,900 and $62,696 recorded in the consolidated statement of operations for the three months ended
March 31, 2018 and for the year ended December 31, 2017. During the three months ended March 31, 2018, among the $225,000
senior secured notes that got extended to December 31, 2018, $125,000 were to related parties.
Senior
Unsecured Notes
In November 2017, the Company sold
an aggregate of $300,000 in senior unsecured notes. The notes bear interest at the rate of 10% per annum and are due in 2020.
For every $1.00 in principal amount of note, investors got one warrant exercisable for one year to purchase an additional share
of common stock at an exercise price of $.75 per share. The warrants have a cashless exercise provision.
The
value of the warrants issued to the note holders was calculated using the Black-Scholes pricing model using the following significant
assumptions:
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
|
|
|
|
|
|
Volatility
|
|
|
101%
- 152
|
%
|
|
|
110%
- 157
|
%
|
Risk-free
Interest Rate
|
|
|
0.81%
- 1.83
|
%
|
|
|
0.82%
- 1.6
|
%
|
Exercise
Price
|
|
|
$
0.75
|
|
|
|
$
0.75
|
|
Fair Value
of Common Stock
|
|
|
$0.39
- $0.55
|
|
|
|
$0.40
- $0.50
|
|
Expected
Life
|
|
|
1
– 2.1 years
|
|
|
|
1
– 1.5 years
|
|
The total value of all warrants issued
in connection with the Company’s senior secured and unsecured notes on their respective issue dates was estimated to be
$121,436. The corresponding note discount is being amortized over the life of the note using the straight-line method. The
unamortized balance of the discount on the notes was $57,537 and $77,105 as of March 31, 2018 and December 31, 2017 with
$19,568 recorded as amortization expense during 2018.
Mortgage
Loans
Mortgage
loans 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 and/or the guaranty of Global Healthcare REIT, Inc. Mortgage loans
for the periods presented consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Stated
|
|
|
|
|
|
Face
|
|
|
Principal
Outstanding at
|
|
|
Interest
|
|
Maturity
|
|
Property
|
|
Amount
|
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
Rate
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Middle
Georgia Nursing Home
(1)
|
|
$
|
4,200,000
|
|
|
$
|
3,617,893
|
|
|
$
|
3,643,545
|
|
|
5.50%
Fixed
|
|
|
October
4, 2018
|
|
Goodwill
Nursing Home
(1)
|
|
|
4,976,316
|
|
|
|
4,443,769
|
|
|
|
4,466,375
|
|
|
5.50%
Fixed
|
|
|
March
19, 2020
|
|
Goodwill
Nursing Home
(3)
|
|
|
80,193
|
|
|
|
9,980
|
|
|
|
23,904
|
|
|
5.50%
Fixed
|
|
|
June
12, 2018
|
|
Warrenton
Nursing Home
(4)
|
|
|
2,720,000
|
|
|
|
2,351,857
|
|
|
|
2,376,101
|
|
|
5.00%
Fixed
|
|
|
December
20, 2018
|
|
Edward
Redeemer Health & Rehab
|
|
|
2,303,815
|
|
|
|
2,188,351
|
|
|
|
2,205,934
|
|
|
5.50%
Fixed
|
|
|
January
16, 2020
|
|
Abbeville
Health & Rehab
(5)
|
|
|
2,660,000
|
|
|
|
2,635,925
|
|
|
|
2,592,366
|
|
|
Prime
Plus 0.50%/ 4.75% Floor/ 5.50% Ceiling
|
|
|
April
25, 2021
|
|
Providence
of Sparta Nursing Home
(6)
|
|
|
3,039,300
|
|
|
|
3,016,787
|
|
|
|
3,034,826
|
|
|
3.88%
Fixed
|
|
|
November
1, 2047
|
|
Meadowview
Healthcare Center
(7)
|
|
|
3,000,000
|
|
|
|
2,989,600
|
|
|
|
3,000,000
|
|
|
6.00%
Fixed
|
|
|
October
30, 2022
|
|
Golden
Years Manor Nursing Home
(2)
|
|
|
5,000,000
|
|
|
|
4,618,006
|
|
|
|
4,618,006
|
|
|
Prime
Plus 1.50%/ 5.75% Floor
|
|
|
August
3, 2037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
25,872,168
|
|
|
$
|
25,961,057
|
|
|
|
|
|
|
|
(1)
Mortgage loans are non-recourse to the Company except for the senior loans held by ServisFirst Bank on Meadowview (Ohio), held
by Colony Bank on Abbeville, and the Southern Hills line of credit owed to First Commercial Bank, discussed under line of credit.
(2)
Effective September 19, 2016, we executed a Modification to the mortgage note pursuant to which some accrued payments were deferred
and the lender agreed to permit interest only payments through March 2017. The mortgage loan collateralized by the Grand Prairie
Nursing Home (formerly Golden Years Manor Nursing Home) is 80% guaranteed by the USDA and requires an annual renewal fee payable
in the amount of 0.25% of the USDA guaranteed portion of the outstanding principal balance as of December 31 of each year. The
Company is subject to financial covenants and customary affirmative and negative covenants. As of March 31, 2018, the Company
was not in compliance with certain of these financial and non-financial covenants which is considered to be a technical Event
of Default as defined in the note agreement. The Company is also delinquent in installment payments due under the mortgage. Remedies
available to the lender in the event of a continuing Event of Default, at its option, include, but are necessarily limited to
the following (1) lender may declare the principal and all accrued interest on the note due and payable; and (2) lender may exercise
additional rights and remedies under the note agreement to include taking possession of the collateral or seeking satisfaction
from the guarantors. The Company has been notified by the lender regarding the Events of Default. Guarantors under the mortgage
loan include Christopher Brogdon. With our consent, Mr. Brogdon has assumed operations of the facility and is dealing with the
lender. The Company is in negotiations with Mr. Brogdon to sell him the facility.
(3) The $80,193 debt at Goodwill Nursing Home
was incurred to pay off accrued interest on the original primary note. The balance of this note was paid in full subsequent
to March 31, 2018.
(4) Amortization expense related to loan costs
of this loan totaled $1,540 for the three months ended March 31, 2018.
(5) Proceeds of $2,138,126 were disbursed
directly to the seller of the property for acquisition and $497,799 was disbursed to the Company as reimbursement for renovation
cost. The loan has $24,075 available as a line of credit as of March 31, 2018, and amortization expense related to loan costs
of this loan totaled $2,452 for the three months ended March 31, 2018. The Company is subject to financial covenants and customary
affirmative and negative covenants, including compliance with the covenants of all other notes and bonds. As of March 31, 2018,
the Company was not in compliance with some other notes and bonds, which is considered to be a technical Event of Default as defined
in the note agreement, but the Company believes that it is in good standing with the Lender.
(6) The senior debt and subordinated debt
owed in relation to Providence of Sparta was refinanced into a single senior HUD note during 2017. The total amount borrowed under
the new loan is $3,039,300 at time of debt issuance, with the Company receiving only $28,596 in cash. The senior note balance
of $1,655,123 on December 31, 2016 was paid off using $29,747 in cash and $1,625,376 using the proceeds from the new loan. The
subordinated note balance of $1,050,000 was paid off using loan proceeds, $218,619 went to restricted cash and the rest was used
to pay fees. Amortization expense related to loan costs totaled $1,246 for the three months ended March 31, 2018.
(7) Amortization expense related to loan costs
of this loan totaled $2,326 for the three months ended March 31, 2018. The Company is subject to financial covenants
and customary affirmative and negative covenants, including compliance with the covenants of all other notes and bonds.
As of March 31, 2018, the Company was not in compliance with some other notes and bonds, which is considered to
be a technical Event of Default as defined in the note agreement, but the Company believes that it is in good standing
with the Lender.
Other mortgage loans contain non-financial
covenants, including reporting obligations, with which the Company has not complied in some instances or in an untimely manner.
These mortgage loans are technically in default.
Bonds Payable - Tulsa County Industrial Authority
On March 1, 2014, Southern Tulsa, LLC (Southern
Tulsa), a subsidiary of WPF that owns the Southern Hills Retirement Center, entered into a loan agreement with the Tulsa County
Industrial Authority (Authority) in the State of Oklahoma pursuant to which the Authority lent to Southern Tulsa the proceeds
from the sale of the Authority’s Series 2014 Bonds. The Series 2014 Bonds consisted of $5,075,000 of principal in Series
2014A First Mortgage Revenue Bonds and $625,000 of principal in Series 2014B Taxable First Mortgage Revenue Bonds. During the
year ended December 31, 2017, $127,000 of Series 2014B Taxable First Mortgage Revenue Bond were retired with $60,000 in cash payments
and 67,000 in non-cash payments; $452,000 of Series 2014A First Mortgage Revenue Bonds were retired with non-cash payments. The
Series 2014 Bonds were issued pursuant to a March 1, 2014 Indenture of Trust between the Authority and the Bank of Oklahoma. $4,325,000
of the Series 2014A Bonds mature on March 1, 2044 and accrue interest at a fixed rate of 7.75% per annum. The remaining $750,000
of the Series 2014A Bonds mature on various dates through final maturity on March 1, 2029 and accrue interest at a fixed rate
of 7.0% per annum. The Series 2014B Bonds mature on March 1, 2023 and accrue interest at a fixed rate of 8.5% per annum. The debt
is secured by a first mortgage lien on the independent living units and assisted living facility (facilities), an assignment of
the facilities’ leases, a first lien on all personal property located in the facilities, and a guarantee by the Company.
Deferred loan costs incurred of $478,950 and an original issue discount of $78,140 related to the loan are amortized to interest
expense over the life of the loan. Amortization expenses of $4,704 and $761 related to deferred loan costs and the original
issue discount, respectively, were incurred for both the three months ended March 31, 2018 and March 31, 2017. The
loan agreement includes certain financial covenants required to be maintained by the Company, which were not compliance as of
March 31, 2018. There is $475,000 in voluntary non-cash principal reduction payments during the three months ended March 31, 2018.
As of March 31, 2018, and December 31, 2017, restricted cash of $809,875 and $817,582, respectively is related to
these bonds.
During the three months ended March 31, 2018
the Company undertook three tender offers with funds from the First Commercial Line of Credit to purchase bonds from note holders,
retiring $475,000 bonds for $380,075 and recording a corresponding gain on settlement of debt of $94,925. The Company also
invested $34,576 in debt securities consisting of the Tulsa County Industrial Authority Series 2014 Bonds.
Line
of Credit – Southern Hills Retirement Center
On
October 31, 2017, the Company, through its wholly-owned subsidiaries Southern Tulsa, LLC and Southern Tulsa TLC, LLC, as Co-Borrowers,
consummated a new Line of Credit with First Commercial Bank pursuant to a Promissory Note in the principal amount of $7,229,052
(the “Line of Credit”). Under the Line of Credit, the Company refinanced the existing mortgage on its skilled nursing
facility in Tulsa, Oklahoma for $1,546,801, and funded tender offers on the Industrial Revenue Bonds covering the ALF and ILF
for $682,563, and for working capital, including improvements to the ALF and ILF. As of March 31, 2018, a total of $2,263,111
was drawn under the Line of Credit.
The interest rate on Line of Credit is 5.25%.
Monthly payments of interest only began on November 30, 2017 until the Promissory Note is paid in full on the Maturity Date.
On May 3, 2018 the Maturity date was extended from April 30, 2018 to October 30, 2018. The Credit Note is secured by a First
Mortgage and Assignment of Rents on Real Property for Southern Hills Rehabilitation Center, a Junior Lien and Assignment of Rents
on Real Property for it Southern Hills Independent Living Facility location and a Junior Lien on Real Property for its Southern
Hills Assisted Living Facility location.
Other
Debt
Other
debt at March 31, 2018 and December 31, 2017 includes unsecured notes payable issued to facilitate the acquisition of the nursing
home properties.
|
|
Face
|
|
|
Principal
Outstanding at
|
|
|
Stated
Interest
|
|
|
Maturity
|
|
Property
|
|
Amount
|
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
Rate
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
Nursing Home
|
|
$
|
2,180,000
|
|
|
$
|
1,536,000
|
|
|
$
|
1,536,000
|
|
|
|
13%
(1)
Fixed
|
|
|
|
December 31, 2019
(2)
|
|
(1)
As of December 31, 2016, the income from the Goodwill facility was insufficient to cover debt service for the subordinated debt
for the facility. The debt was accruing interest at the default rate prior to restructuring of the accrued interest into a new
note to be amortized through future payments. The Company has entered into a new ten year operating lease covering the facility
which became effective in February, 2017 with the new operator having obtained all licenses, permits and other regulatory approval
necessary to recertify and reopen the facility. After receiving regulatory approvals, the lease operator invested approximately
$2.0 million in capital improvements in the property. The facility has been relicensed and began taking patients in December 2016
and is currently building census.
For the three months ended March 31, 2018
and 2017, the Company received proceeds from the issuance of debt of $52,862 and $125,000, respectively. Cash payments
on debt totaled
$
132,448 and $159,012 for the three months ended March 31, 2018 and 2017, respectively. Amortization
expense for deferred loan cost totaled $45,047 and $57,888 for the three months ended March 31, 2018 and 2017, respectively.
Future
maturities of all notes and bonds payable listed above for the next five years and thereafter are as follows:
Years
|
|
|
|
2018
|
|
$
|
24,491,467
|
(1)
|
2019
|
|
|
1,766,579
|
|
2020
|
|
|
6,653,503
|
|
2021
|
|
|
61,580
|
|
2022
|
|
|
64,013
|
|
2023
and after
|
|
|
2,720,137
|
|
|
|
|
|
|
|
|
$
|
35,757,279
|
|
(1)
Any note or bond that is not in compliance with all financial and non-financial covenants is considered to have an immediate maturity,
including those that require compliance with covenants on any and all other notes. The notes secured by the facilities at Meadowview
and Abbeville have such covenants which were in technical non-compliance at March 31, 2018, but the Company believes that its
relationships with these lenders is good.
6.
STOCKHOLDERS’ EQUITY
Preferred
Stock
The
Company has authorized 10,000,000 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 2,000,000 shares of $2.00 stated value, Series A Preferred Stock. The preferred
stock has a senior liquidation preference value of $2.00 per share, has no voting or redemption rights and does not accrue dividends.
As
of March 31, 2018 and December 31, 2017, the Company has 200,500 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 1,000,000 non-voting shares with a stated value of $1.00 per share. Holders of the Series
D preferred stock are entitled to receive dividends at the annual rate of eight percent (8%) based on the stated value per share
computed on the basis of a 360 day year and twelve 30 day months. Dividends are cumulative, shall be declared quarterly, and are
calculated from the date of issue and payable on the fifteenth day of April, July, October and January. The dividends may be paid,
at the option of the holder either in cash or by the issuance of shares of the Company’s common stock valued at the market
price on the dividend record date. Shares of the Series D preferred stock are redeemable at the Company’s option. At the
option of the holder, shares of the Series D preferred stock plus any declared and unpaid dividends are convertible to shares
of the Company’s common stock at a conversion rate of $1.00 per share.
As
of March 31, 2018 and December 31, 2017, the Company had 375,000 shares of Series D preferred stock outstanding.
Dividends of $7,500 were declared on March
31, 2018 and 2017. During the three month period ended March 31, 2018 and 2017, $7,500 and $7,500, respectively, previously
declared dividends have been paid. All quarterly dividends previously declared have been paid.
Restricted
Stock Awards
The
following table summarizes the restricted stock unit activity during the three months ended March 31, 2018 and 2017.
|
|
March
31, 2018
|
|
|
March
31, 2017
|
|
|
|
|
|
|
|
|
Outstanding
Non-Vested Restricted Stock Units, Beginning
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
562,500
|
|
|
|
524,160
|
|
Vested
|
|
|
(140,625
|
)
|
|
|
(524,160
|
)
|
|
|
|
|
|
|
|
|
|
Outstanding
Non-Vested Restricted Stock Units, Ending
|
|
|
421,875
|
|
|
|
-
|
|
In
connection with these director restricted stock grants, the Company recognized stock-based compensation of $45,000 and $150,001
for the three months ended March 31, 2018 and 2017.
Common
Stock Warrants
As of March 31, 2018 and December 31, 2017,
the Company had 2,198,346 and 2,269,596, respectively, of outstanding warrants to purchase common stock at a weighted average
exercise price of $0.79 and $0.78, respectively. During the three month period ended March 31, 2018 and 2017, an aggregate of
71,250 and 255,000 warrants with a weighted average exercise price of $0.60 and $0.53, respectively, expired.
7. RELATED PARTIES
Clifford Neuman provides office space for
the Company’s Controller at no charge. As of March 31, 2018 and December 31, 2017, the Company owed Mr. Neuman for
legal services rendered $37,868 and $93,114, respectively.
Creative Cyberweb developed and maintains
the Company’s website, and is affiliated with CFO Zvi Rhine’s family. The initial setup fee was $5,000 and ongoing
upkeep is $450 per month.
In January 2018, the Directors modified the
Directors’ Compensation Plan to provide the annual grants be subject to ratable vesting over 12 months. The Board approved
an annual grant to each of its six Directors of 93,750 shares, subject to vesting.
8.
FACILITY LEASES
The
following table summarizes our leasing arrangements related to the Company’s healthcare facilities at March 31, 2018:
Facility
|
|
Monthly
Lease
Income
(1)
|
|
|
Lease
Expiration
|
|
|
Renewal
Option, if any
|
Middle
Georgia
(2)
|
|
$
|
60,000
|
|
|
|
October
31, 2022
|
|
|
None
|
Warrenton
|
|
$
|
57,724
|
|
|
|
June
30, 2026
|
|
|
Term
may be extended for one additional ten-year term.
|
Goodwill
(2), (3)
|
|
$
|
40,125
|
|
|
|
February
1, 2027
|
|
|
Term
may be extended for one additional five-year term.
|
Edwards
Redeemer
(2)
|
|
$
|
48,728
|
|
|
|
October
31, 2022
|
|
|
Term
may be extended for one additional five-year term.
|
Providence
|
|
$
|
42,519
|
|
|
|
June
30, 2026
|
|
|
Term
may be extended for one additional ten-year term.
|
Meadowview
|
|
$
|
33,695
|
|
|
|
October
31, 2024
|
|
|
Term
may be extended for one additional five-year term.
|
Golden
Years
(2) (4)
|
|
$
|
-
|
|
|
|
-
|
|
|
None
|
Abbeville
H&R
(8)
|
|
$
|
-
|
|
|
|
-
|
|
|
None
|
Southern
Hills SNF
(5)
|
|
$
|
38,000
|
|
|
|
May
31, 2019
|
|
|
Term
may be extended for one additional five-year term.
|
Southern
Hills ALF
(6)
|
|
|
-
|
|
|
|
-
|
|
|
None
|
Southern
Hills ILF
(7)
|
|
|
-
|
|
|
|
-
|
|
|
None
|
(1)
Monthly lease income reflects rent income on a straight-line basis over, where applicable, the term of each lease.
(2)
On January 22, 2016, a lease operator that operates Middle Georgia, Edwards Redeemer, Golden Years (until January 1, 2016) and
Goodwill filed a voluntary petition in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. In 2017, the lease operator emerged
from bankruptcy and renewed the leases of Middle Georgia and Edwards Redeemer under modified lease terms and has rejected the
lease covering Goodwill.
(3)
In January 2016, concurrently with the Chapter 11 Bankruptcy filing by the lease operator, the Goodwill facility was closed by
Georgia regulators and all residents were removed. The Goodwill facility began generating rental revenue in February 2017. In
the first year, base rent is $16,667 per month, plus $2,000 per month for every ten occupied beds. In a transaction related to
the sale of the Greene Point facility, an affiliate of the buyer of Greene Point has executed a ten year operating lease covering
Goodwill. After receiving regulatory approvals, the lease operator invested approximately $2.0 million in capital improvements
in the property. The lease became effective on February 1, 2017 with the lease operator having obtained all regulatory approvals,
completed renovations and began admitting patients.
(4) Effective January 1, 2016, the Golden
Years facility was leased to another operator for a period of ten years at a monthly base rent of $30,000 which was subject to
increases based on census levels. Under the terms of the lease, the Company agreed to fund certain capital expenditures, which
it was unable to fulfill. In July 2016, the new tenant served notice that it was terminating the lease effective August 31, 2016.
The Company entered into a Lease Termination Agreement under which it paid the tenant $145,000 and is obligated to make future
payments. Effective August 30, 2016, the Company entered into a new lease agreement with another nursing home operator for its
Golden Years facility. The lease term commences at the end of a straddle period. During the straddle period, the Company made
working capital advances to enable the operator to cover cash flow deficits resulting from initial operations of the facility.
The lease operator informed the Company that it intends to vacate the facility effective February 28, 2018. An entity affiliated
with Mr. Brogdon, who is a guarantor of the mortgage, assumed operations of the facility in January 2018 under an OTA.
We do not expect the facility to generate any future revenue for the Company.
(5)
Lease agreement dated May 21, 2014 with lease payments commencing February 1, 2015. On May 10, 2016, the Company obtained a Court
Order appointing a Receiver to control and operate the Southern Hills SNF. The former lease operator represented that it was unable
to meet the financial commitments of the facility, including the payment of rent, payroll and other operating requirements. The
Receiver engaged a new manager for the facility at the request of the Company.
(6)
The lease on the ALF has been abandoned. The Company plans to seek a new tenant for this facility to assume operations at the
completion of construction.
(7)
The Southern Hills ILF requires renovation and is not subject to an operating lease.
(8)
The Company did not execute an operating lease during the quarter as it held the Certificate of Need in its own name while conducting
extensive renovations.
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 Grand Prairie in Lonoke, Abbeville, and Southern Hills ALF and ILF.
Future
cash payments for rent to be received during the initial terms of the leases for the next five years and thereafter are as follows
(excludes Abbeville, Southern Tulsa ALF and Southern Tulsa ILF (due to property being non-operating), as well as Southern Tulsa
SNF and GL Nursing):
Years
|
|
|
|
|
|
|
|
2018
|
|
$
|
2,447,574
|
|
2019
|
|
|
3,328,438
|
|
2020
|
|
|
3,396,106
|
|
2021
|
|
|
3,453,074
|
|
2022
|
|
|
3,281,860
|
|
2023
and Thereafter
|
|
|
7,568,949
|
|
|
|
|
|
|
|
|
$
|
23,476,001
|
|
9.
FAIR VALUE MEASUREMENTS
Financial assets and liabilities recorded at fair value in our
consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs
used to measure fair value into the following levels:
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.
Our
consolidated balance sheets include the following financial instruments: cash and cash equivalents, advances to related parties,
notes receivable, restricted cash, accounts payable, debt and lease security deposit. We consider the carrying values of our short-term
financial instruments to approximate fair value because they generally expose the Company to limited credit risk, because of the
short period of time between origination of the financial assets and liabilities and their expected settlement, or because of
their proximity to acquisition date fair values. The carrying value of debt approximates fair value based on borrowing rates currently
available for debt of similar terms and maturities.
Upon
acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price
base 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 rate assumptions from a
third party appraisal or other market sources.
Assets
and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are summarized below:
|
|
|
|
|
Fair
Value Measurement
|
|
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
Liability
|
|
$
|
54,948
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
54,948
|
|
Investment
in Debt Securities
|
|
|
278,045
|
|
|
|
278,045
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
Value at March 31, 2018:
|
|
$
|
332,993
|
|
|
$
|
278,045
|
|
|
$
|
-
|
|
|
$
|
54,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
Liability
|
|
$
|
95,371
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
95,371
|
|
Investment
in Debt Securities
|
|
|
243,469
|
|
|
|
243,469
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
Liability – December 31, 2017
|
|
$
|
338,840
|
|
|
$
|
243,469
|
|
|
$
|
-
|
|
|
$
|
95,371
|
|
Because
these warrants have full reset adjustments tied to future issuance of equity securities by the Company, it is subject to derivative
liability treatment under ASC 815-40-15.
The
warrant liability is marked-to-market each reporting period with the change in fair value recorded as a gain or loss within Other
(Income) Expense on the Company’s Consolidated Statement of Operations until the warrants are exercised, expire, or other
facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The fair value of the warrant liability
is determined each reporting period by utilizing the Black-Scholes option pricing model.
The
investments in debt securities are recorded at amortized cost since they are considered held-to-maturity.
The
table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the three months
ended March 31, 2018:
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Beginning
Balance January 1
|
|
$
|
95,371
|
|
|
$
|
246,451
|
|
|
|
|
|
|
|
|
|
|
Change
in Fair Value of Warrant Liability
|
|
|
(40,423
|
)
|
|
|
(95,816
|
)
|
|
|
|
|
|
|
|
|
|
Ending
Balance, March 31
|
|
$
|
54,948
|
|
|
$
|
150,635
|
|
The significant assumptions used in the Black-Scholes
option pricing model as of March 31, 2018 and December 31, 2017 include the following:
|
|
March
31, 2018
|
|
|
December
31, 2017
|
|
|
|
|
|
|
|
|
Volatility
|
|
|
102.36%
- 117.7
|
%
|
|
|
109.3%
- 122.22
|
%
|
Risk-free
Interest Rate
|
|
|
1.93%
- 2.09
|
%
|
|
|
1.03%
- 1.27
|
%
|
Exercise Price
|
|
|
$
0.74
- $1.33
|
|
|
|
$
0.75
- $1.37
|
|
Fair
Value of Common Stock
|
|
|
$0.40
|
|
|
|
$0.40
|
|
Expected
Life
|
|
|
0.47
– 1.49 years
|
|
|
|
0.97
– 1.99 years
|
|
10.
SEGMENT REPORTING
The Company had two primary reporting segments
during the three months ended March 31, 2018, which include real estate services and healthcare services. The Company report
segment information based on the “management approach” defined in
ASC 280, Segment Reporting.
The management
approach designates the internal reporting used by management for making decisions and assessing performance as the source of
our reportable segments.
Total assets for the healthcare services
and real estate services segments were $55,051 and $38,008,114 as of March 31, 2018. As of December 31, 2017, all of the Company’s
assets are considered for real estate services segment.
Statement
of Operations Items for the
|
|
Real
Estate
|
|
|
Healthcare
|
|
|
|
|
Three
Months Ended March 31, 2018:
|
|
Services
|
|
|
Services
|
|
|
Consolidated
|
|
Rental
Revenue
|
|
$
|
812,065
|
|
|
$
|
-
|
|
|
$
|
812,065
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and Administrative
|
|
|
104,926
|
|
|
|
40,229
|
|
|
|
145,155
|
|
Property
Taxes, Insurance and Other Operating
|
|
|
22,203
|
|
|
|
58,613
|
|
|
|
80,816
|
|
Depreciation
|
|
|
305,410
|
|
|
|
-
|
|
|
|
305,410
|
|
Total
Expenses
|
|
|
432,539
|
|
|
|
98,842
|
|
|
|
531,381
|
|
Income
(Loss) from Operations
|
|
|
379,526
|
|
|
|
(98,842
|
)
|
|
|
280,684
|
|
Other
(Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on Warrant Liability
|
|
|
(40,423
|
)
|
|
|
-
|
|
|
|
(40,423
|
)
|
Gain
on Extinguishment of Debt
|
|
|
(94,925
|
)
|
|
|
-
|
|
|
|
(94,925
|
)
|
(Gain)
Loss on Extinguishment of Other Liabilities
|
|
|
29,900
|
|
|
|
-
|
|
|
|
29,900
|
|
Interest
Expense
|
|
|
598,366
|
|
|
|
-
|
|
|
|
598,366
|
|
Total
Other (Income) Expense
|
|
|
492,918
|
|
|
|
-
|
|
|
|
492,918
|
|
Net
Income (Loss)
|
|
|
(113,392
|
)
|
|
|
(98,842
|
)
|
|
|
(212,234
|
)
|
Net
Loss Attributable to Noncontrolling Interests
|
|
|
7,901
|
|
|
|
-
|
|
|
|
7,901
|
|
Net
Income (Loss) Attributable to Global Healthcare REIT, Inc.
|
|
$
|
(105,491
|
)
|
|
$
|
(98,842
|
)
|
|
$
|
(204,333
|
)
|
Statement
of Operations Items for the
|
|
Real
Estate
|
|
|
Healthcare
|
|
|
|
|
Three
Months Ended March 31, 2017:
|
|
Services
|
|
|
Services
|
|
|
Consolidated
|
|
Rental
Revenue
|
|
$
|
783,817
|
|
|
$
|
-
|
|
|
$
|
783,817
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and Administrative
|
|
|
365,527
|
|
|
|
-
|
|
|
|
365,527
|
|
Property
Taxes, Insurance and Other Operating
|
|
|
211,098
|
|
|
|
-
|
|
|
|
211,098
|
|
Depreciation
|
|
|
294,638
|
|
|
|
-
|
|
|
|
294,638
|
|
Total
Expenses
|
|
|
871,263
|
|
|
|
-
|
|
|
|
871,263
|
|
Income
(Loss) from Operations
|
|
|
(87,446
|
)
|
|
|
-
|
|
|
|
(87,446
|
)
|
Other
(Income) Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on Warrant Liability
|
|
|
(95,816
|
)
|
|
|
-
|
|
|
|
(95,816
|
)
|
(Gain)
Loss on Extinguishment of Other Liabilities
|
|
|
(32,073
|
)
|
|
|
-
|
|
|
|
(32,073
|
)
|
Interest
Expense
|
|
|
624,414
|
|
|
|
-
|
|
|
|
624,414
|
|
Total
Other (Income) Expense
|
|
|
496,525
|
|
|
|
-
|
|
|
|
496,525
|
|
Net
Income (Loss)
|
|
|
(583,971
|
)
|
|
|
-
|
|
|
|
(583,971
|
)
|
Net
Loss Attributable to Noncontrolling Interests
|
|
|
22,050
|
|
|
|
-
|
|
|
|
22,050
|
|
Net
Income (Loss) Attributable to Global Healthcare REIT, Inc.
|
|
$
|
(561,921
|
)
|
|
$
|
-
|
|
|
$
|
(561,921
|
)
|