Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | Regional Health Properties, Inc. | ||
Entity Central Index Key | 0001004724 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 6,590.598 | ||
Entity Common Stock, Shares Outstanding | 1,883,028 | ||
Document Fiscal Period Focus | FY | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-33135 | ||
Entity Tax Identification Number | 81-5166048 | ||
Entity Address, Address Line One | 454 Satellite Boulevard NW | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Suwanee | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30024-7191 | ||
City Area Code | 678 | ||
Local Phone Number | 869-5116 | ||
Entity Incorporation, State or Country Code | GA | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Cherry Bekaert LLP | ||
Auditor Location | Atlanta, Georgia | ||
Auditor Firm ID | 677 | ||
Common Stock | |||
Document Information [Line Items] | |||
Trading Symbol | RHE | ||
Security Exchange Name | NYSEAMER | ||
Title of 12(b) Security | Common Stock, no par value | ||
10.875% Series A Cumulative Redeemable Preferred Stock | |||
Document Information [Line Items] | |||
Trading Symbol | RHE-PA | ||
Security Exchange Name | NYSEAMER | ||
Title of 12(b) Security | 10.875% Series A Cumulative Redeemable Preferred Shares, no par value |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Property and equipment, net | $ 46,611 | $ 50,127 |
Cash | 843 | 6,792 |
Restricted cash | 3,066 | 3,056 |
Accounts receivable, net of allowances of $654 and $177 | 6,289 | 2,145 |
Prepaid expenses and other | 746 | 460 |
Notes receivable | 1,099 | 362 |
Intangible assets—bed licenses | 2,471 | 2,471 |
Intangible assets—lease rights, net | 110 | 134 |
Right-of-use operating lease assets | 2,848 | 29,909 |
Goodwill | 1,585 | 1,585 |
Lease deposits and other deposits | 398 | |
Straight-line rent receivable | 2,912 | 8,257 |
Total assets | 68,580 | 105,696 |
LIABILITIES AND EQUITY | ||
Senior debt, net | 45,163 | 46,043 |
Bonds, net | 6,120 | 6,239 |
Other debt, net | 895 | 594 |
Accounts payable | 3,293 | 3,749 |
Accrued expenses | 5,036 | 4,987 |
Operating lease obligation | 3,226 | 32,059 |
Other liabilities | 1,131 | 1,629 |
Total liabilities | 64,864 | 95,300 |
Commitments and Contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 1,769 and 1,775 shares issued and 1,760 and 1,775 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 62,702 | 62,515 |
Preferred stock, no par value; 5,000 shares authorized; 2,812 shares issued and outstanding, redemption amount $70,288 at December 31, 2022 and December 31, 2021 | 62,423 | 62,423 |
Accumulated deficit | (121,409) | (114,542) |
Total stockholders' equity | 3,716 | 10,396 |
Total liabilities and stockholders' equity | $ 68,580 | $ 105,696 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 1,298 | $ 177 |
Common stock and additional paid-in capital, par value | $ 0 | $ 0 |
Common stock and additional paid-in capital, shares authorized | 55,000 | 55,000 |
Common stock and additional paid-in capital, shares issued | 1,794 | 1,775 |
Common stock and additional paid-in capital, shares outstanding | 1,775 | 1,775 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 2,812 | 2,812 |
Preferred stock, shares outstanding | 2,812 | 2,812 |
Preferred stock, redemption amount | $ 70,288 | $ 70,288 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Rental revenues | $ 12,794 | $ 16,093 |
Total revenues | 35,925 | 26,690 |
Expenses: | ||
Patient care expense | 20,453 | 9,243 |
Facility rent expense | 4,876 | 6,464 |
Cost of management fees | 619 | 672 |
Depreciation and amortization | 2,404 | 2,591 |
General and administrative expense | 4,652 | 3,931 |
Doubtful accounts expense (recovery) | 4,916 | 182 |
Loss on disposal of assets | 1,417 | |
Loss on lease termination | 1,436 | |
Other operating expenses | 1,974 | 1,074 |
Total expenses | 42,747 | 24,157 |
(Loss) income from operations | (6,822) | 2,533 |
Other (income) expense: | ||
Interest expense, net | 2,529 | 2,669 |
(Gain) Loss on extinguishment of debt | 452 | (146) |
Other (income) expense, net | (2,936) | 1,192 |
Total other (income) expense, net | 45 | 3,715 |
Net loss | (6,867) | (1,182) |
Preferred stock dividends - undeclared | (8,997) | (8,997) |
Net Loss attributable to Regional Health Properties, Inc. common stockholders | $ (15,864) | $ (10,179) |
Net loss per share of common stock attributable to Regional Health Properties, Inc. | ||
Net loss per share of common stock attributable to Regional Health Properties, Inc., basic | $ (8.93) | $ (5.87) |
Net loss per share of common stock attributable to Regional Health Properties, Inc., diluted | $ (8.93) | $ (5.87) |
Weighted average shares of common stock outstanding: | ||
Basic (in shares) | 1,776 | 1,734 |
Diluted (in shares) | 1,776 | 1,734 |
Patient Care | ||
Revenues: | ||
Patient care, management fees and other revenues | $ 22,060 | $ 9,485 |
Management Fees | ||
Revenues: | ||
Patient care, management fees and other revenues | 1,045 | 1,021 |
Other Revenues | ||
Revenues: | ||
Patient care, management fees and other revenues | $ 26 | $ 91 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Shares of Common Stock | Shares of Preferred Stock | Common Stock and Additional Paid-in Capital | Preferred Stock | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 11,104 | $ 62,041 | $ 62,423 | $ (113,360) | ||
Balance (in shares) at Dec. 31, 2020 | 1,688,000 | |||||
Balance (in shares) at Dec. 31, 2020 | 2,812,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Treasury shares, no par value (in shares) | 1,000 | |||||
Stock-based compensation | 481 | 481 | ||||
Stock-based compensation (in shares) | 87,000 | |||||
Exercises of options and warrants | (7) | (7) | ||||
Exercises of options and warrants (in shares) | (1,000) | |||||
Net loss | (1,182) | (1,182) | ||||
Balance at Dec. 31, 2021 | $ 10,396 | 62,515 | 62,423 | (114,542) | ||
Balance (in shares) at Dec. 31, 2021 | 1,775,000 | 1,775,000 | ||||
Balance (in shares) at Dec. 31, 2021 | 2,812,000 | 2,812,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | $ 233 | 233 | ||||
Exercise of restricted share awards net settlement option | (46) | (46) | ||||
Net loss | (6,867) | (6,867) | ||||
Balance at Dec. 31, 2022 | $ 3,716 | $ 62,702 | $ 62,423 | $ (121,409) | ||
Balance (in shares) at Dec. 31, 2022 | 1,794,000 | 1,775,000 | ||||
Balance (in shares) at Dec. 31, 2022 | 2,812,000 | 2,812,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (6,867) | $ (1,182) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 2,404 | 2,591 |
Stock-based compensation expense | 233 | 481 |
Rent expense in excess of cash paid | 122 | 7 |
Rent revenue in excess of cash received | (425) | (2,687) |
Amortization of deferred financing costs, debt discounts and premiums | 86 | 97 |
(Gain) Loss on extinguishment of debt | 452 | (146) |
Loss on disposal of assets | 1,417 | |
Loss on lease termination | 1,436 | |
Bad debt expense | 4,916 | 182 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,677) | 790 |
Prepaid expenses and other assets | 197 | 932 |
Accounts payable and accrued expenses | (393) | 3,377 |
Other liabilities | (497) | 452 |
Net cash (used in) provided by operating activities | (3,596) | 4,894 |
Cash flow from investing activities: | ||
Purchase of property and equipment | (281) | (123) |
Net cash used in investing activities | (281) | (123) |
Cash flows from financing activities: | ||
Proceeds from senior debt | 7,778 | |
Payment of senior debt | (8,830) | (2,266) |
Deferred financing costs | (296) | |
Payment of other debt | (718) | (121) |
Debt extinguishment and issuance costs | 0 | (21) |
Proceeds from other debt | 50 | |
Repurchase of common stock | (46) | (7) |
Net cash used in financing activities | (2,062) | (2,415) |
Net change in cash and restricted cash | (5,939) | 2,356 |
Cash and restricted cash at beginning of period | 9,848 | 7,492 |
Cash and restricted cash at end of period | 3,909 | 9,848 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash interest paid | 2,445 | 2,797 |
Supplemental disclosure of non-cash Activities: | ||
Non-cash payments of long-term debt | (5,044) | |
Non-cash debt issuance costs and extinguishment expenses | (102) | |
Net payments through Lender | (5,146) | |
Non-cash proceeds from financing | 5,146 | |
Non-cash gain on PPP Loan forgiveness | 229 | |
Capture of security deposit and other payables | 38 | |
Reclassification from accounts receivable to notes receivable | 546 | |
Vendor-financed insurance | $ 1,259 | $ 867 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Business Overview Regional Health’s predecessor was incorporated in Ohio on August 14, 1991, under the name Passport Retirement, Inc. In 1995, Passport Retirement, Inc. acquired substantially all of the assets and liabilities of AdCare Health Systems, Inc. and changed its name to AdCare Health Systems, Inc. (“AdCare”). AdCare completed its initial public offering in November 2006, relocated its executive offices and accounting operations to Georgia in 2012, and changed its state of incorporation from Ohio to Georgia in December, 2013. Regional Health Properties, Inc. is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior housing. Our business primarily consists of leasing such facilities to third-party tenants, which operate the facilities. Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include the self-insurance reserve for professional and general liability, patient care revenues, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. Reclassifications Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period's presentation. These classifications had no impact on net loss or cash flows from operations for the year ended 2022 or 2021. Principles of Consolidation The consolidated financial statements include the Company’s majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. Arrangements with other business enterprises are evaluated, and those in which Regional is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, “ Consolidation—Overall”, which includes consolidation of business enterprises to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance includes controlling financial interests that may be achieved through arrangements that do not involve voting interests. In absences of clear control through voting interests, a company’s exposure (variable interest) to the economic risks and potential rewards from the variable interest entity’s (“VIE”) assets and activities are the best evidence of control. If an enterprise holds the power to direct and right to receive benefits or absorb the losses of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to consolidate the assets, liabilities and results of operations of the VIE in its financial statements. The Company has evaluated and concluded that as of December 31, 2022, and December 31, 2021, the Company has no relationship with a VIE in which it is the primary beneficiary required to consolidate the entity. Cash, Restricted Cash and Investments The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash and investment amounts are restricted for specific purposes such as (i) mortgage escrow requirements; (ii) reserves for capital expenditures on United States Housing and Urban Development (“HUD”) insured facilities; and (iii) collateral for other debt obligations. Revenue Recognition and Allowances Patient Care Revenue . ASC Topic 606, Revenue from Contracts with Customers requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our Healthcare Services business segment is derived from services rendered to patients in the Tara, Lumber City, LaGrange, Meadowood, Thomasville and Glenvue facilities . The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority (greater than 90 %) of the revenue the Company has recognized is from government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations, such as providing room and board, wound care, intravenous drug therapy, physical therapy, and quality of life activities amongst others, are determined based on the nature of the services provided are determined based on the nature of the services provided. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net patient care revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, does not apply to rental revenues, which is a portion of the Company’s revenue. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. For additional information with respect to such facilities, see Note 2 – Liquidity and Note 6 – Leases . Management Fee Revenues and Other Revenues . On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, which requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $ 50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. See Note 6 – Leases . The Company has reserved for approximately 1.5 % of our patient care receivables based on the historic industry standards and continues to assess the adequacy of such reserve. As of December 31, 2022, and December 31, 2021, the Company reserved for approximately $ 1.3 million and $ 0.2 million, respectively, of uncollected receivables. Accounts receivable, net totaled $ 6.3 million at December 31, 2022 compared with $ 2.1 million at December 31, 2021. The following table presents the Company's Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) December 31, December 31, Gross receivables Real Estate Services $ 1,094 $ 1,442 Healthcare Services (a) 6,493 880 Subtotal 7,587 2,322 Allowance Real Estate Services ( 338 ) ( 35 ) Healthcare Services (a) ( 960 ) ( 142 ) Subtotal ( 1,298 ) ( 177 ) Accounts receivable, net of allowance $ 6,289 $ 2,145 (a) At December 31, 2022, our accounts receivable included $ 1.9 million from the Employee Retention Tax Credit (ERTC). Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash, restricted cash, accounts receivable and straight-line rent receivables. Cash and restricted cash are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which it contracts, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The circumstances and events regarding the possible presence of impairment are based on inputs such as, market conditions, operator performance, and legal matters. If there is an indication of possible impairment we conduct a review that is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and estimated hold period. This estimate considers factors such as expected future operating income, market and other applicable trends including the terminal value of the property. 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. Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or financing lease. As of December 31, 2022, the Company’s leased facility is accounted for as an operating lease. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) ASU 2016-02 , Leases , as codified in ASC 842, using the non-comparative transition option pursuant to ASU 2018-11. The Company recognized both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment, electing the practical expedient to maintain the prior operating lease classification. Effective January 1, 2019, the Company assesses any new contracts or modification of contracts in accordance with ASC 842 to determine the existence of a lease and its classification. We are reporting revenues and expenses for real estate taxes and insurance where the lessee has not made those payments directly to a third party in accordance with their respective leases with us. The following table summarizes real estate tax recognized on our consolidated statements of operations in “ Other Operating Expenses” for the year ended December 31, 2022, and 2021: Year Ended December 31, (Amounts in 000’s) 2022 2021 Rental revenues $ 391 $ 464 Other operating expenses $ 391 $ 464 Additionally, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. Accounts Payable The following table presents the Company's Accounts payable for the periods presented: (Amounts in 000’s) December 31, December 31, Accounts payable Real Estate Services $ 797 $ 2,781 Healthcare Services 2,496 968 Total Accounts payable $ 3,293 $ 3,749 Other Liabilities As of December 31, 2022, and December 31, 2021, the Company had $ 1.1 million and $ 1.6 million, respectively, in Other liabilities; the $ 0.5 million decrease compared to the prior period relates to restricted sublease improvements with lease security deposits comprising the remainder of the balances in both periods. Intangible Assets and Goodwill Intangible assets consist of finite lived and indefinite lived intangibles. The Company’s finite lived intangibles include lease rights and certain certificate of need (“CON”) and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company’s lease related intangibles, the estimated remaining useful life is based on the terms of the underlying facility leases averaging approximately seven years . For the Company’s CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with a remaining average estimated useful life of approximately 24 years . The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The circumstances and events regarding the possible presence of an impairment indicator are based on inputs such as, market conditions, operator performance, and legal matters. If there is an indication of possible impairment we conduct a review that is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and estimated hold period. This estimate considers factors such as expected future operating income, market and other applicable trends including the terminal value of the property. If impairment exists, due to the inability to recover the carrying amount of the CON, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the CON. The Company’s indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. The Company's goodwill is related to certain property acquisitions but is evaluated for impairment on the operator level. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year or more frequently if events and circumstances indicate the goodwill might be impaired. For the years ended December 31, 2022, and 2021, the test results indicated no impairment necessary. Prepaid Expenses and Other As of December 31, 2022, and December 31, 2021, the Company had $ 0.7 million and $ 0.5 million, respectively, in Prepaid expenses and other; approximately $ 0.2 million increase is related to insurance for the facilities we operate while the other amounts are predominantly for directors’ and officers’ insurance and mortgage insurance premiums. Extinguishment of Debt The Company recognizes extinguishment of debt when the criteria for a troubled debt restructure are not met and the change in the debt terms is considered substantial. The Company calculates the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt (including deferred finance fees) and recognizes a gain or loss on the consolidated statement of operations in the period of extinguishment. For further information see Note – 2 Liquidity, and “ Debt – Debt Refinance” in Part II, Item 7., “Management’s Discussion Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: (Amounts in 000’s) December 31, December 31, Stock options 13 13 Common Stock warrants - employee 34 34 Common Stock warrants - nonemployee 1 9 Total shares 48 56 The weighted average contractual terms in years for these securities, with no intrinsic value, are 1.5 years for t he stock options and 1.9 years f or the warrants. Other Operating Expenses Other operating expenses includes real estate tax expenses recognized during the year ended December 31, 2022, and December 31, 2021, where the lessee has not made those payments directly to a third party in accordance with their respective leases with us, mortgage insurance and other professional services expenses. Other expense, net The Company has retained professional and legal services to evaluate and assist with possible opportunities to improve the Company’s capital structure, including on-going efforts to investigate alternatives to retire or refinance our outstanding Series A Preferred Stock. For further information, see Note 2 – Liquidity. Deferred Financing Costs The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. Income Taxes and Uncertain Tax Positions Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. On December 22, 2017, tax legislation commonly known as The Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. Among other changes the Tax Reform Act reduced the US federal corporate tax rate from 35 % to 21 % beginning in 2018. As a result of the Tax Reform Act, net operating loss (“NOL”) carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the 2018 NOL carry forward generated. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as liabilities in the consolidated balance sheets. As of December 31, 2022, the Company has a full valuation allowance on all deferred tax balances. On January 1, 2020, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. The Company’s adoption of this new guidance had no impact on its Consolidated Financial Statements. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company’s tax returns filed for the 2019 through 2022 tax years are still subject to potential examination by taxing authorities. To the Company’s knowledge, the Company is not currently under examination by any major income tax jurisdiction. Stock Based Compensation The Company follows the provisions of ASC Topic 718 “ Compensation - Stock Compensation ”, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees, non-employees, and others receive shares of stock or equity instruments (options, warrants or restricted shares). All awards are amortized on a straight-line basis over their vesting terms. Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. Self-Insurance Prior to the Transition, the Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participated in the Oklahoma state subsidy program) and had a large deductible workers’ compensation plan (in all states except for Ohio, where workers’ compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers’ Compensation). In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Transition. The Company’s workers compensation plan transitioned from a high deductible to a guaranteed cost program in February 2015. As of December 31, 2022, there are no outstanding claims or unsettled claims for the legacy self-insured employee medical plan and the large deductible workers’ compensation plan. Professional liability insurance was provided to facilities operations up until the date of the Transition. Claims which were associated with operations of the Company prior to the Transition but not reported as of the transition date were self-insured. The Company maintains insurance for professional and general liability claims for its Healthcare Services segment, which includes any facility the Company is likely to operate, however for claims prior to January 1, 2020, the Company is self-insured against professional and general liability claims since it discontinued its healthcare operations in connection with the Transition. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (iv) the status and likely success of any mediation or settlement discussions, including estimated settlement amounts and legal fees and other expenses anticipated to be incurred in such settlement, as applicable; and (v) the venues in which the actions have been filed or will be adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7 – Accrued Expenses and Note 13 - Commitments and Contingencies . In addition, the Company maintains certain other insurance programs, including commercial general liability, property, casualty, directors’ and officers’ liability, crime, and employment practices liability. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments—Credit Losses . The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, extended the effective date of ASU 2016-13, which is now effective for annual and interim periods beginning after December 15, 2022, for smaller reporting companies and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company adopted ASU 2016-13 effective January 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. In July 2021, the FASB issued ASU 2021-05—Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments, which amends the lease classification requirements for lessors. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-05 effective January 1, 2022, and as all our current leases are classified as operating leases, the adoption ASU 2021-05 did not have an impact on the Company’s consolidated financial statements. Discontinued Operations Prior to December 2015, the Company’s business focused primarily on owning and operating skilled nursing facilities ("SNF") and managing such facilities for unaffiliated owners with whom the Company had management contracts. These operations were discontinued and transitioned to the leasing model of business. As of December 31, 2022 the company determined remaining escheatment liabilities for discontinued operations are $ .8 million and are included in accr |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity [Abstract] | |
Liquidity | NOTE 2. LIQUIDITY Overview The Company intends to pursue measures to grow its operations, streamline its cost infrastructure and otherwise increase liquidity, including: (i) refinancing or repaying debt to reduce interest costs and mandatory principal repayments, with such repayment to be funded through potentially expanding borrowing arrangements with certain lenders; (ii) increasing future lease revenue through acquisitions and investments in existing properties; (iii) modifying the terms of existing leases; (iv) replacing certain tenants who default on their lease payment terms; and (v) reducing other and general and administrative expenses. Management anticipates access to several sources of liquidity, including cash on hand, cash flows from operations, and debt refinancing during the twelve months from the date of this filing. At December 31, 2022, the Company had $ 0.8 million in unrestricted cash, including a Medicaid overpayment of $ 0.2 million received in the third and fourth quarter of 2021, which the Company repaid on March 10, 2023 and is recorded in “Accrued Expenses” in the Company’s consolidated balance sheet as of December 31, 2022. In addition, as of December 31, 2022 the Company had $ 7.6 million of accounts receivable, mainly consisting of patient account receivables, which the Company plans to collect over the next twelve months. In early 2020, the Company began on-going efforts to investigate alternatives to retire or refinance our outstanding Series A Preferred Stock through privately negotiated transactions, open market repurchases, redemptions, exchange offers, tender offers, or otherwise. Our ability to retire or refinance our outstanding Series A Preferred Stock will depend on the capital markets and our financial condition at such time. There can be no assurance that any such alternative will be pursued or accomplished, and we may not be able to engage in any of these activities or engage in any of these activities on desirable terms. Costs associated with these efforts have been expensed as incurred in “Other expense, net” and were approximately $ 1.3 million and approximately $ 1.2 million for the year ended December 31, 2022 and December 31, 2021, respectively. Series A Preferred Dividend Suspension We suspended the quarterly dividend payment with respect to our Series A Preferred Stock commencing with the fourth quarter of 2017, and on June 8, 2018, the Board suspended quarterly dividend payments indefinitely with respect to the Series A Preferred Stock. As of December 31, 2022, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has approximately $ 45.9 million of undeclared preferred stock dividends in arrears. The dividend suspension has provided the Company with additional funds to meet its ongoing liquidity needs. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for more than four dividends periods, the annual dividend rate on the Series A Preferred Stock for the fifth and future missed dividend periods has increased to 12.875 %, which is equivalent to approximately $ 3.20 per share each year, commencing on the first day after the missed fourth quarterly payment (October 1, 2018) and continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash. Debt As of December 31, 2022, the Company had $ 52.2 million in indebtedness, net of $ 1.1 million deferred financing and unamortized discounts. The Company anticipates net principal repayments of approximately $ 1.8 million during the next twelve-month period, which include approximately $ 1.7 million of routine debt service amortization, approximately $ 0.1 million payments on other non-routine debt and a $ 0.1 million payment of bond debt. For further information, see Note 8 – Notes Payable and Other Debt . Debt Refinance . On October 21, 2022, the Company, through wholly-owned subsidiaries, consummated a HUD refinancing of its senior mortgages on three SNFs in Ohio. Funding was provided by Newpoint Real Estate Capital LLC ("Newpoint") pursuant to three HUD guaranteed secured Healthcare Facility Notes (the "HUD Notes"). Proceeds from the HUD Notes were used to pay off existing HUD guaranteed secured mortgages and pay transaction costs. Newpoint is the servicer on other loans extended to the Company. Consequently, the Company recorded a net loss of approximately $ 0.4 million on extinguishment of debt during the year ended December 31, 2022, consisting of a $ 0.2 million prepayment penalty and $ 0.2 million of expensed deferred financing fees associated with the extinguishment of the Eaglewood Care Center, The Pavilion Care Center, and Hearth & Care of Greenfield loans. The aggregate principal amount of the three HUD Notes is $ 7.8 million, and the interest rate on the three HUD Notes is 3.97 % fixed for the full term of each HUD Note. The Northwood HUD Note has a principal amount of $ 5.0 million and matures on November 1, 2052 . The Greenfield HUD Note has a principal amount of $ 2.0 million and matures on November 1, 2050 . The Pavilion HUD Note has a principal amount of $ 0.8 million and matures on December 1, 2039 . Payments of principal and interest on the HUD Notes commenced on October 1, 2022. Each HUD Note is secured by a Healthcare Deed to Secure Debt, Security Agreement and Assignment of Rents covering the facilities. Newpoint may declare the loans, accrued interest and any other amounts immediately due and payable upon certain customary events of default. On September 30, 2021, the Company and the Exchange Bank of Alabama executed a $ 5.1 million Promissory Note with a 3.95 % annual fixed interest rate and maturity date of October 10, 2026 (the “Coosa Credit Facility”). The Coosa Credit Facility refinanced $ 5.1 million prime + 1.5 % variable interest rate debt owed to Metro City Bank with a maturity date of January 31, 2036 , (the “Coosa MCB Loan”). The Coosa Credit Facility is secured by the assets of the Company’s subsidiary Coosa Nursing ADK, LLC (“Coosa”) which owns the 124 -bed SNF located in Glencoe, Alabama (the “Coosa Facility”) and the assets of the Company’s subsidiary Meadowood Property Holdings, LLC (“Meadowood”) which owns the 161 -bed assisted living facility located in Glencoe, Alabama (the “Meadowood Facility”). The Company incurred approximately $ 0.1 million in new deferred financing fees and expensed approximately $ 0.1 million deferred financing fees associated with the Coosa MCB Loan. Consequently, the Company recorded a net gain of approximately $ 0.1 million on extinguishment of debt during the year ended December 31, 2021, consisting of the $ 0.2 million gain on forgiveness of the PPP Loan partially offset by $ 0.1 million of expensed deferred financing fees associated with the extinguishment of the Coosa MCB Loan. Debt Modification . In conjunction with the September 30, 2021, Coosa Facility refinance, the Company and the Exchange Bank of Alabama signed an agreement on October 1, 2021, (the “Meadowood Credit Facility”), that extended the maturity date on the $ 3.5 million Meadowood Credit Facility, as amended, in senior debt other mortgage indebtedness secured by the assets of Coosa and the assets of Meadowood, from May 1, 2022 , to October 1, 2026 . Additionally on August 17, 2021, the Company extended the maturity date on approximately $ 0.5 million other debt from August 25, 2021 , to August 25, 2023 (known as the “KeyBank Exit Notes”). For further information, see Note 8 – Notes Payable and Other Debt . Debt Covenant Compliance At December 31, 2022, the Company was in compliance with the various financial and administrative covenants related to all of the Company’s credit facilities. Changes in Operational Liquidity Beginning in 2021, several of the Company’s operators have defaulted on their contractual obligations and elected to transition the facilities back to the Company. Given the complexities in identifying and negotiating with new operators, the Company was forced to become the licensed operator of the facilities, most importantly four of the eight leased facilities under the “Foster Lease”. Operating the facilities requires substantial working capital until the facilities can begin receiving the government reimbursements. Powder Springs Lease. In December 2020, the Company entered into a lease termination agreement with two affiliates of Wellington. Following the Wellington Lease Termination, effective January 1, 2021, Regional leased the Powder Springs Facility to PS Operator LLC (“PS Operator”), an affiliate of Empire Care Center, pursuant to a sublease (the “PS Sublease”). The PS sublease contained a variable lease component. For more information, please reference Note 6- Leases. During the year ended December 31, 2021, the Company recognized and collected $ 1.4 million of variable rent for the Powder Springs Facility replacing approximately $ 2.0 million of cash rent previously anticipated from the Wellington Tenant. During the year ended December 31, 2022, the Company recognized and collected $.9 million in rent. Healthcare Services segment. As part of the Portfolio Stabilization initiative, the company took back five facilities in 2022. In addition to becoming the licensed operator, the Company is obligated to fund the working capital needs of each facility until patient reimbursement collections begin. For the year ended 2022 and 2021, the Healthcare Services lost $.5 million and $ 1.8 million, respectively. In addition, the Account Receivable for the segment increased from $ 0.9 million in 2021 to $ 6.5 million in 2022. As described in more detail as referenced in Note 6 - Leases, the Company terminated the master lease. As of December 31 2022, the Company operated 2 facilities. Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the entity’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the entity to meet its obligations as they come due within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the entity will be able to continue as a going concern. The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months as well as the Company’s recurring business operating expenses. The Company is able to conclude that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. |
Cash, Restricted Cash and Inves
Cash, Restricted Cash and Investments | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash and Investments [Abstract] | |
Cash, Restricted Cash and Investments | NOTE 3. CASH, RESTRICTED CASH, AND INVESTMENTS The following presents the Company’s cash and restricted cash: December 31, Amounts in (000's) 2022 2021 Cash (a) $ 843 $ 6,792 Restricted cash: Cash collateral 135 125 HUD and other replacement reserves 2,155 1,914 Escrow deposits 459 700 Restricted investments for debt obligations 317 317 Total restricted cash 3,066 3,056 Total cash and restricted cash $ 3,909 $ 9,848 (a) Includes a Medicaid overpayment of $ .02 million which the Company expects to repay soon and is recorded in “Accrued Expenses” in the Company’s consolidated balance sheet as of December 31, 2022 and a Medicaid overpayment of $ 1.5 million as of December 31, 2021. Cash collateral— In securing mortgage financing from certain lending institutions, the Company and certain of its wholly-owned subsidiaries are required to deposit cash to be held as collateral in accordance with the terms of such loan agreements. HUD and other replacement reserves— The regulatory agreements entered into in connection with the financing secured through HUD require monthly escrow deposits for replacement and improvement of the HUD project assets. Escrow deposits— In connection with financing secured through the Company’s lenders, several wholly-owned subsidiaries of the Company are required to make monthly escrow deposits for taxes and insurance. Restricted cash for debt obligations— In compliance with certain financing and insurance agreements, the Company and certain wholly-owned subsidiaries of the Company are required to deposit cash held as collateral by the lender or in escrow with certain designated financial institutions. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4. PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: December 31, (Amounts in 000's) Lives (Years) 2022 2021 Buildings and improvements 5 - 40 $ 63,746 $ 65,695 Equipment and computer related 2 - 10 1,807 4,494 Land (1) — 2,774 2,776 68,327 72,965 Less: accumulated depreciation and ( 21,716 ) ( 22,838 ) Property and equipment, net $ 46,611 $ 50,127 (1) Includes $ 0.1 million of land improvements with an average estimated useful remaining life of approximately 7 years . During the year ended December 31, 2022, and the twelve months ended December 31, 2021, the Company recorded no impairments in property and equipment. The following table summarizes total depreciation and amortization for the year ended December 31, 2022, and 2021: December 31, Amounts in (000's) 2022 2021 Depreciation $ 1,966 $ 2,153 Amortization 438 438 Total depreciation and amortization $ 2,404 $ 2,591 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following: (Amounts in 000’s) Bed licenses 1) Bed Licenses - (2) Lease Total Goodwill (2) Balances, December 31, 2021 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization ( 4,168 ) — ( 72 ) ( 4,240 ) — Net carrying amount $ 10,108 $ 2,471 $ 134 $ 12,713 $ 1,585 Amortization expense ( 414 ) — ( 24 ) ( 438 ) — Balances, December 31, 2022 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization ( 4,583 ) — ( 96 ) ( 4,678 ) — Net carrying amount $ 9,693 $ 2,471 $ 110 $ 12,275 $ 1,585 (1) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: Amounts in (000's) Bed Lease 2023 $ 414 $ 23 2024 414 18 2025 414 18 2026 414 18 2027 414 18 Thereafter 7,623 15 Total $ 9,693 $ 110 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 6. LEASES Operating Leases As of December 31, 2021, the Company leased a total of nine SNFs from owners unaffiliated with the Company under non-cancelable leases, most of which had rent escalation clauses and provisions for payments of real estate taxes, insurance, and maintenance costs. On December 30, 2022, the Company and Spring Valley entered into a Lease Termination Agreement relating to the lease of the following eight nursing facilities: the Powder Springs facility, the Thomasville facility, the Jeffersonville facility, the Lumber City facility, the LaGrange facility, the Tara facility, the Oceanside facility and the Savannah Beach facility (collectively, the “Facilities”). The Lease Termination Agreement terminated the lease effective December 7, 2022 (the “Lease Termination Date”). In connection with the foregoing, the Company entered into certain Operations Transfer Agreements (the “Operations Transfer Agreements”) with the new operators. Pursuant to the Lease Termination Agreement, (a) Spring Valley forgave all past due and current rent, late penalties, and additional rent for taxes due under the lease as of the Lease Termination Date, as well as all accrued and unpaid interest and unpaid principal under the Promissory Note dated September 30, 2022, (b) the Company remains liable to Spring Valley for any nursing home provider fees owed to the State of Georgia arising on or before the Lease Termination Date (“Unpaid Provider Fees”), (c) to fund any reimbursement for Unpaid Provider Fees, the Company agreed to enter into a Promissory Note with a line of credit feature in favor of Spring Valley in the principal sum of $ 2,700,000 bearing an interest rate of 6.25 %, payable monthly over 24 months , secured by the accounts receivables associated with the facilities and earned prior to the Lease Termination Date, and guaranteed by the Company, and (d) except as set forth in the Lease Termination Agreement, Spring Valley, Tenant and the Company agreed to a release of claims. As of December 31, 2022, the Company leases one SNF facility in Covington, Ohi o. The remaining lease term for the Covington facility is approximately 5.6 years. The Company subleases the Covington facility to a third party. The Company also leases its corporate offices in Suwanee, Georgia. As of both December 31, 2022 and December 31, 2021, the Company is in compliance with all operating lease financial covenants. Facility Leased to the Company The Covington facility is leased under an agreement dated August 26, 2002, as subsequently amended (the “Covington Prime Lease”), by and between the Company and Covington Realty, LLC (“Covington”). On August 1, 2015, the Covington Prime Lease was amended, whereby the parties agreed to: (i) provide consent to the sublease of the facility to a third-party operator; (ii) extend the term of the lease; and (iii) set the annual base rent, effective May 1, 2015, and continuing throughout the lease term, equal to 102 % of the immediately preceding lease year’s base rent. On January 11, 2019, the Company and Covington entered into a forbearance agreement (the “Covington Forbearance Agreement”), whereby the Company and Covington agreed to: (i) extend the lease term from April 30, 2025 until April 30, 2029 (the “Term”); (ii) reduce the base rent by approximately $ 0.8 million until April 30, 2025, the remainder of the prior lease term; and (iii) relieve the Company from approximately $ 0.5 million of outstanding lease amounts (the “Rent Due”) as of December 31, 2018. Covington has released the Company of 2/3 of the Rent Due and will release the remaining 1/3 of Rent Due on December 31, 2023, assuming the Company and its sublessee remains in compliance with the lease. During each of December 2021 and December 2022, the Company recognized approximately $ 0.1 million as a reduction of “Facility rent expense” on our consolidated statements of operations from the respective portions of forgiven rent. Future Minimum Lease Payments Future minimum lease payments for each of the next five years ended December 31, and thereafter are as follows: (Amounts in 000's) Future rental Accretion of (1) Operating lease 2023 $ 648 $ ( 54 ) $ 594 2024 633 ( 73 ) 560 2025 645 ( 118 ) 527 2026 658 ( 162 ) 496 2027 671 ( 203 ) 468 Thereafter 915 ( 334 ) 581 Total $ 4,170 $ ( 944 ) $ 3,226 (1) Weighted average discount rate 7.98 % Lessor Facilities Leased or Subleased by the Company As of December 31, 2021, the Company leased or subleased 20 facilities ( 12 owned by the Company and eight leased to the Company) to third-party tenants on a triple net basis, meaning that the lessee (i.e., the third-party tenant of the property) is obligated under the lease or sublease, as applicable, for all costs of operating the property, including insurance, taxes and facility maintenance, as well as the lease or sublease payments to the Company, as applicable. As of December 31, 2022, the Company leased or subleased 11 facilities to third-party tenants on a triple net basis. The reduction in facilities leased by the Company is the result of the Lease Termination Agreement described above, whereby the Company terminated its lease (and related subleases) of eight SNFs. The weighted average remaining lease term for our facilities is 5.6 years. Below is a description of the leases with the Company as lessor as of December 31, 2022. Aspire. On November 30, 2018, the Company subleased five facilities located in Ohio to affiliates (collectively, “Aspire Sublessees”) of Aspire Regional Partners, Inc. (“Aspire”). The Aspire Subleases became effective on December 1, 2018 and are structured as triple net leases. The Aspire Facilities are comprised of 5 facilities: (i) a 94 -bed SNF located in Covington, Ohio (the “Covington Facility”); (ii) an 80 -bed assisted living facility located in Springfield, Ohio (the “Eaglewood ALF Facility”); (iii) a 99 -bed SNF located in Springfield, Ohio (the “Eaglewood Care Center Facility”); (iv) a 50 -bed SNF located in Greenfield, Ohio (the “H&C of Greenfield Facility”); and (v) a 50 -bed SNF located in Sidney, Ohio (the “Pavilion Care Facility”). Under the Aspire Subleases, a default related to an individual facility may cause a default under all the Aspire Subleases. Each sublease has an initial term of 10 years , with renewal options , except for the H&C of Greenfield Facility, which has an initial five year term, and set annual rent increases generally commencing in the third lease year. From month seven of the Aspire Subleases, monthly rent amounts may increase based on each facility’s prior month occupancy, with minimum annual rent escalations of at least 1 % generally commencing in the third lease year. Minimum rent receivable for the Covington Facility, the Eaglewood ALF Facility, the Eaglewood Care Center Facility, the H&C of Greenfield Facility and the Pavilion Care Facility for the year ended December 31, 2019 (the first lease year) was $ 0.4 million, $ 0.5 million, $ 0.4 million, $ 0.2 million and $ 0.2 million per annum, respectively. For the year ended December 31, 2020, minimum rent receivable increased for the Covington and the Eaglewood ALF Facility to $ 0.5 million and $ 0.6 million per annum, respectively. The set annual rent increases, mentioned above, commenced on December 1, 2021. Symmetry. Affiliates of Symmetry Healthcare Management, LLC (“Symmetry” or “Symmetry Healthcare”) (collectively the “Symmetry Tenants”) leased the following facilities from the Company, pursuant to separate lease agreements which expire in 2030 (the “Symmetry Leases”): (i) the Company’s 106 -bed, SNF located in Sylvia, North Carolina (the “Mountain Trace Facility”); (ii) the Company’s 96 -bed, SNF located in Sumter, South Carolina (the “Sumter Facility”); and (iii) the Company’s 84 -bed, SNF located in Georgetown, South Carolina (the “Georgetown Facility”). On February 28, 2019, the Company and the Mountain Trace tenant mutually terminated the lease with respect to the Mountain Trace Facility and operations at the facility were transferred to Vero Health X, LLC, an affiliate of Vero Health Management, LLC (both “Vero Health”). On November 1, 2022, the Company and the Sumter and Georgetown tenants mutually terminated the leases for the Sumter and Georgetown facilities and operations for those facilities were transferred to an affiliate of Oak Hollow Healthcare Management, LLC. Vero Health. On February 28, 2019, the Company entered into a lease agreement (the “Vero Health Lease”) with Vero Health, providing that Vero Health would take possession of and operate the Mountain Trace Facility located in North Carolina. The Vero Health Lease became effective, upon the termination of the prior Mountain Trace Tenant mutual lease termination on March 1, 2019 . The Vero Health Lease is for an initial term of 10 years , with renewal options, is structured as a triple net lease and rent for the Mountain Trace Facility is approximately $ 0.5 million per year, with an annual 2.5 % rent escalation clause. Oak Hollow Healthcare Management. On November 1, 2022, the Company entered into two lease agreements ("the Oak Hollow Lease") with Oak Hollow Healthcare Management, providing that Oak Hollow would take possession of and operate the Georgetown and Sumter Facilities located in South Carolina. The Oak Hollow Lease became effective, upon the termination of the prior Georgetown and Sumter Tenant mutual lease termination on November 1, 2022. The Oak Hollow Leases are for an initial term of 10 years , with renewal options, is structured as a triple net leases and rent for the Georgetown and Sumter Facilities are approximately $ 0.3 and $ .4 million per year, respectfully. Both leases have annual 2.5 % rent escalation clauses. C.R. Management. Since 2015, the Company has leased six facilities to affiliates of C.R. Management (“CRM”), pursuant to a long-term, triple net operating lease. On December 14, 2021, CRM and the Alabama Department of Public Health (the “ADPH”) entered into two Consent Agreements (one for the ALF and one for the SCALF, collectively a multi-campus) pursuant to which CRM will no longer be permitted to operate or manage the Meadowood Facility. On December 14, 2021, the State Board of Health for the State of Alabama issued final administrative Consent Orders with respect to the Consent Agreements. The action imposed by the State of Alabama was a violation of the lease and put CRM in violation of all six facilities with the Company. The Company and CRM agreed to take back three skilled nursing facilities and one assisted living facility, and the Company became the licensed operator and Peach Health Group agreed to manage the facilities. Currently, CRM leases two skilled nursing facilities, Autumn Breeze and Coosa Valley, from the Company. Future Minimum Lease Receivables (Amounts in 000's) 2023 $ 6,256 2024 6,187 2025 6,034 2026 5,362 2027 5,445 Thereafter 11,605 Total $ 40,888 The following table summarizes the Company’s leases to third-parties as of December 31, 2022. Each lease is structured as “triple-net” and contains specific rent escalation amounts ranging from 1.0 % to 3.0 % annually. Further, each lease has one or more renewal options. For those facilities subleased by the Company, the renewal option in the sublease agreement is dependent on the Company’s renewal of the prime lease agreement. Expiration 2023 Facility Name Operator Affiliation (1) Date Annual Rent (Thousands) Owned Eaglewood Village Aspire Regional Partners 11/30/2028 $ 630 Eaglewood Care Center Aspire Regional Partners 11/30/2028 813 Hearth & Care of Greenfield Aspire Regional Partners 11/30/2023 311 The Pavilion Care Center Aspire Regional Partners 11/30/2028 340 Autumn Breeze Healthcare Center C.R. Management 9/30/2025 962 Coosa Valley Health Care C.R. Management 8/31/2030 1,072 Georgetown Healthcare & Rehabilitation Oak Hollow Healthcare Management 10/31/2032 337 Mountain Trace Rehabilitation and Nursing Center Vero Health Management 2/28/2029 528 Sumter Valley Nursing and Rehab Center Oak Hollow Healthcare Management 10/31/2032 450 Subtotal Owned Facilities (10) $ 5,443 Leased Covington Care Center Aspire Regional Partners 11/30/2028 813 Subtotal Leased Facilities (1) $ 813 Total (11) $ 6,256 (1) Represents the number of facilities which are leased or subleased to separate tenants, which tenants are affiliates of the entity named in the table above. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, Amounts in (000's) 2022 2021 Accrued employee benefits and payroll related $ 539 $ 343 Real estate and other taxes (1) 2,428 1,391 Self-insured reserve 80 162 Accrued interest 210 206 Unearned rental revenue 43 192 Medicaid overpayment - Healthcare Services 169 1,529 Other accrued expenses 1,567 1,164 Total $ 5,036 $ 4,987 (1) In 2022, i ncludes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition in 2020 as well as $ 1.3 million of our own dates of operation under the Healthcare Services segment and approximately $ 0.3 million property tax accrual for the twelve months ended December 31, 2022 for the Real Estate segment. In 2021, i ncl udes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $ 0.3 million bed tax accrual for the twelve months ended December 31, 2021 for the Healthcare Services segment. |
Notes Payable and Other Debt
Notes Payable and Other Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Debt | NOTE 8. NOTES PAYABLE AND OTHER DEBT Notes payable and other debt consists of the following: (Amounts in 000’s) December 31, December 31, Senior debt—guaranteed by HUD $ 29,782 $ 30,178 Senior debt—guaranteed by USDA (a) 7,526 7,824 Senior debt—guaranteed by SBA (b) 580 602 Senior debt—bonds 6,253 6,379 Senior debt—other mortgage indebtedness 8,266 8,601 Other debt 895 594 Subtotal 53,302 54,178 Deferred financing costs ( 1,005 ) ( 1,177 ) Unamortized discount on bonds ( 119 ) ( 125 ) Notes payable and other debt $ 52,178 $ 52,876 (a) U.S. Department of Agriculture (“USDA”) (b) U.S. Small Business Administration (“SBA”) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, December 31, Senior debt - guaranteed by HUD (b) The Pavilion Care Center Newpoint Capital 12/01/2039 Fixed 3.97 % $ 835 $ 862 Hearth and Care of Greenfield Newpoint Capital 8/01/2050 Fixed 3.97 % 1,949 1,845 Woodland Manor Newpoint Capital 11/01/2052 Fixed 3.97 % 4,980 4,836 Glenvue Newpoint Capital 10/01/2044 Fixed 3.75 % 7,297 7,509 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,344 6,528 Georgetown Newpoint Capital 10/01/2046 Fixed 2.98 % 3,214 3,305 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,163 5,293 Total $ 29,782 $ 30,178 Senior debt - guaranteed by USDA (c) Mountain Trace (d) Community B&T 12/24/2036 Prime + 1.75 % 8.00 % $ 3,680 $ 3,835 Southland (e) Cadence Bank, NA 07/27/2036 Prime + 1.50 % 7.75 % 3,846 3,989 Total $ 7,526 $ 7,824 Senior debt - guaranteed by SBA Southland (f,g) Cadence Bank, NA 07/27/2036 Prime + 2.25 % 8.50 % 580 602 Total $ 580 $ 602 (a) Represents interest rates as of December 31, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.09 % to 0.53 % per annum. (b) For the seven SNF’s, the Company has term loans insured 100 % by HUD with financial institutions. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into loans, the facilities entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. (c) For the two SNF’s, the Company has term loans with financial institutions, which are insured 70 % to 80 % by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25 % of the guaranteed portion. The loans have prepayment penalties of 1 % through 2020, capped at 1 % for the remainder of the first 10 years of the term and 0 % thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for the Coosa Facility, were deferred (a part of the “USDA Payment Program”). Monthly payments that commenced on October 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments were re-amortized over the remaining term of the loan. On September 30, 2021, the Company fully refinanced the MCB Coosa Loan with the Exchange Bank of Alabama, see “Senior debt - other mortgage indebtedness” below. (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized over the extended term of the loan. (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126 -bed SNF commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments recommenced on November 1, 2020 with payments through February 2021 being applied to principal and interest. Monthly payments that commenced on March 1, 2021 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (g) For one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is insured 75 % by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, Senior debt - bonds (b) Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,253 $ 6,379 Total $ 6,253 $ 6,379 (a) Represents interest rates as of December 31, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of approximately 0.10 % per annum. (b) In April 2012, a wholly-owned subsidiary of the Company entered into a loan agreement with the City of Springfield, Ohio pursuant to which City of Springfield lent to such subsidiary the proceeds from the sale of City of Springfield’s Series 2012 Bonds. The Series 2012 Bonds consisted of $ 6.6 million in Series 2012A First Mortgage Revenue Bonds and $ 0.6 million in Taxable Series 2012B First Mortgage Revenue Bonds. The bonds are secured by the Company’s assisted living facility located in Springfield, Ohio known as Eaglewood Village and guaranteed by Regional. There is an original issue discount of $ 0.3 million related to this loan. (c) On May 3, 2021, in accordance with the terms of The City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds, the Company fully repaid approximately $ 0.1 million in outstanding principal and interest. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, December 31, Senior debt - other mortgage indebtedness Meadowood (b) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % $ 3,319 $ 3,478 Coosa (c) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % $ 4,946 5,123 Total $ 8,266 $ 8,601 (a) Represents interest rates as of December 31, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34 % per annum. (b) On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility; which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026 . (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 million in new fees. The Coosa Credit Facility, guaranteed by Regional Health Properties, Inc. includes customary terms, including events of default with an associated annual 5 % default interest rate, and is secured by the Coosa Facility and the assets of Meadowood. Upon the occurrence of certain events of default, the lenders may terminate the Coosa Credit Facility and the Meadowood Credit Facility, and all amounts due under both credit facilities will become immediately due and payable. The Coosa Credit Facility has prepayment penalties of 5 % in the 1 st year, 4 % in the 2 nd year and 1 % thereafter. (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2022 December 31, Other debt First Insurance Funding (a) 03/01/2023 Fixed 3.65 % $ 357 $ 99 KeyBank (b) 08/25/2025 Fixed 0.00 % 495 495 Marlin Capital Solutions 6/1/2027 Fixed 5.00 % 43 — Total $ 895 $ 594 (a) Annual Insurance financing primarily for the Company’s directors’ and officers’ insurance. (b) On December 30, 2022, Key Bank and the Company extended the maturity date from August 25, 2023 to August 25, 2025 . Debt Covenant Compliance As of December 31, 2022, the Company had approximately 16 cr edit related instruments outstanding that include various financial and administrative covenant requirements. Covenant requirements include, but are not limited to, fixed charge coverage ratios, debt service coverage ratios, minimum earnings before interest, taxes, depreciation, and amortization or earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs, and current ratios. Certain financial covenant requirements are based on consolidated financial measurements whereas others are based on measurements at the subsidiary level (i.e., facility, multiple facilities or a combination of subsidiaries). The subsidiary level requirements are as follows: (i) financial covenants measured against subsidiaries of the Company; and (ii) financial covenants measured against third-party operator performance. Some covenants are based on annual financial metric measurements whereas others are based on monthly and quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant requirements. At December 31, 2022, the Company was in compliance with the various financial and administrative covenants related to all of the Company’s credit facilities Scheduled Minimum Debt Principal payments and Maturity payments The schedule below summarizes the scheduled gross minimum principal payments and maturity payments as of December 31, 2022 for each of the next five years and thereafter. (Amounts in 000’s) 2023 $ 1,778 2024 1,578 2025 2,157 2026 8,624 2027 1,425 Thereafter 37,740 Subtotal 53,302 Less: unamortized discounts ( 119 ) Less: deferred financing costs, net ( 1,005 ) Total notes and other debt $ 52,178 |
Segments Results
Segments Results | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments Results | NOTE 9. SEGMENT RESULTS Effective January 1, 2021, pursuant to the Wellington Lease Termination, as a portfolio stabilization measure the Company commenced operating the previously subleased Tara Facility. In 2022, the Company commenced operations at the previously leased Meadowood an d Glenvue facilities as well as the subleased Lumber City, LaGrange and Thomasville facilities. Accordingly, the Company now has two primary reporting segments: (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Lumber City, LaGrange, Meadowood, Thomasville, Glenvue and the Tara Facilities. The Company reports 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. The table below presents the results of operations for our reporting segments for the periods presented. Twelve Months Ended December 31, Twelve Months Ended December 31, 2022 2022 2022 2021 2021 2021 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Revenues: Patient care revenues $ — $ 22,060 $ 22,060 $ — $ 9,485 $ 9,485 Rental revenues 12,794 — 12,794 16,093 — 16,093 Management fees 1,045 — 1,045 1,021 — 1,021 Other revenues 26 — 26 91 — 91 Total revenues 13,865 22,060 35,925 17,205 9,485 26,690 Expenses: Patient care expense — 20,453 20,453 — 9,243 9,243 Facility rent expense 4,050 826 4,876 5,274 1,190 6,464 Cost of management fees 619 — 619 672 — 672 Depreciation and amortization 2,371 33 2,404 2,575 16 2,591 General and administrative expense 3,458 1,194 4,652 3,427 504 3,931 Doubtful accounts expense (recovery) 4,298 618 4,916 ( 78 ) 260 182 Loss on disposal of assets 1,296 121 1,417 — — — Loss on Lease Termination 1,436 — 1,436 — — — Other operating expenses 631 1,343 1,974 1,016 58 1,074 Total expenses 18,159 24,588 42,747 12,886 11,271 24,157 Income (loss) from operations ( 4,294 ) ( 2,528 ) ( 6,822 ) 4,319 ( 1,786 ) 2,533 Other (income) expense: Interest expense, net 2,567 ( 38 ) 2,529 2,653 16 2,669 (Gain) Loss on extinguishment of debt 452 — 452 ( 146 ) — ( 146 ) Other (income) expense, net ( 987 ) ( 1,949 ) ( 2,936 ) 1,192 — 1,192 Total other (income) expense, net 2,032 ( 1,987 ) 45 3,699 16 3,715 Net loss $ ( 6,326 ) $ ( 541 ) $ ( 6,867 ) $ 620 $ ( 1,802 ) $ ( 1,182 ) Total assets for the Real Estate Services segment and Healthcare Services segment w ere $ 63.5 million and $ 5.6 million respectively, as of December 31, 2022. Total assets for the Real Estate Services segment and Healthcare Services segment were $ 103.2 million and $ 2.5 million respectively, as of December 31, 2021. |
Common and Preferred Stock
Common and Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common and Preferred Stock | NOTE 10. COMMON AND PREFERRED STOCK Common Stock There were no dividends declared or paid on the common stock during the years ended December 31, 2022 and 2021. Preferred Stock As of December 31, 2022, the Company had 2,811,535 shares of the Series A Preferred Stock issued and outstanding. The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $ 25.00 per share, plus any accrued and unpaid dividends to the redemption date. No dividends were declared or paid on the Series A Preferred Stock for the years ended December 31, 2022 and 2021. Holders of the Series A Preferred Stock generally have no voting rights but have limited voting rights under certain circumstances, as described in the Charter. The Company is required to redeem the Series A Preferred Stock following a “Change of Control,” as defined in the Charter. Dividends The following table summarizes the preferred stock dividends in arrears at December 31, 2022: Date paid / Dividends Per Dividend Arrears (in 000's) Common Stock Dividends: * 4/30/2015 $ 0.050 $ 0.050 7/31/2015 0.055 0.055 10/31/2015 0.060 0.060 For the year ended December 31, 2015 $ 0.165 $ 0.165 Preferred Stock Dividends: 3/31/2017 $ 0.68 $ — 6/30/2017 0.68 — 9/30/2017 0.68 — 12/31/2017 $ 0.68 $ 1,912 For the year ended December 31, 2017 $ 0.68 $ 1,912 3/31/2018 $ 0.68 $ 1,912 6/30/2018 0.68 1,912 9/30/2018 0.68 1,912 12/31/2018 0.80 2,249 For the year ended December 31, 2018 $ 2.84 $ 7,985 3/31/2019 $ 0.80 $ 2,250 6/30/2019 0.80 2,249 9/30/2019 0.80 2,249 12/31/2019 0.80 2,249 For the year ended December 31, 2019 $ 3.20 $ 8,997 3/31/2020 $ 0.80 $ 2,250 6/30/2020 0.80 2,249 9/30/2020 0.80 2,249 12/31/2020 0.80 2,249 For the year ended December 31, 2020 $ 3.20 $ 8,997 3/31/2021 $ 0.80 $ 2,250 6/30/2021 0.80 2,249 9/30/2021 0.80 2,249 12/31/2021 0.80 2,249 For the year ended December 31, 2021 $ 3.20 $ 8,997 3/31/2022 0.80 2,250 6/30/2022 0.80 2,249 9/30/2022 0.80 2,249 12/31/2022 0.80 2,249 For the year ended December 31, 2022 $ 3.20 $ 8,997 Cumulative Total Outstanding $ 45,885 * The Board has suspended payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Such dividend suspension does not trigger a default under the Company’s outstanding indebtedness. As of December 31, 2022, as a result of the suspension of the dividend payment on the Series A Preferred Stock commencing with the fourth quarter 2017 dividend period, the Company has approximately $ 45.9 million of undeclared preferred stock dividends in arrears. Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the Board out of funds of the Company legally available for the payment of distributions, cumulative preferential cash dividends at an annual rate equal to 10.875 % of the $ 25.00 per share stated liquidation preference of the Series A Preferred Stock, which is equivalent to an annual rate of $ 2.72 per share. Dividends on the Series A Preferred Stock are payable quarterly in arrears, on March 31, June 30, September 30, and December 31, of each year, unless suspended by the Board. On June 8, 2018, the Board determined to continue suspension of the payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Under the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock shall continue to accrue and accumulate regardless of whether such dividends are declared by the Board. As the Company has failed to pay cash dividends on the outstanding Series A Preferred Stock in full for four dividends periods: (i) the annual dividend rate on the Series A Preferred Stock has increased to 12.875 % ,which is equivalent to an annual rate of approximately $ 3.20 , commencing on the first day after the missed fourth quarterly payment (October 1, 2018) continuing until the second consecutive dividend payment date following such time as the Company has paid all accumulated and unpaid dividends on the Series A Preferred Stock in full in cash; and (ii) the holders of the Series A Preferred Stock are entitled to vote, as a single class, for the election of two additional directors to serve on the Board, as further described in the amended and restated articles of incorporation of the Company, otherwise referred to as the Charter. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | NOTE 11. STOCK BASED COMPENSATION Stock Incentive Plans On November 4, 2020, the Board adopted, the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Company’s shareholders approved the 2020 Plan on December 16, 2020 at the 2020 Annual Meeting of Shareholders of the Company. The maximum number of shares of common stock authorized for issuance under the 2020 Plan is 250,000 shares, subject to certain adjustments. No awards may be made under the 2020 Plan after the 10th anniversary of the date of shareholder approval of the 2020 Plan, and no incentive stock options may be granted after the 10th anniversary of the date of Board approval of the 2020 Plan. The 2020 Plan replaces the AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”), which was assumed by Regional Health pursuant to the Merger. The 2011 Plan which was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 shares of common stock to be issued. No additional awards may be granted under the 2011 Plan. As of December 31, 2022, the number of securities remaining available for future issuance under the 2020 Plan is 155,000 . The shares of common stock underlying any awards granted under the 2020 Plan or the 2011 Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2020 Plan. However, shares: (i) tendered or held back upon exercise of a stock option or other award under the 2020 Plan to cover the exercise price or tax withholding; or (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the 2020 Plan. Shares of common stock repurchased by the Company on the open market or shares of common stock withheld upon vesting of restricted common stock to satisfy the Company’s tax withholding obligation will not be added back to the shares of common stock available for issuance under the 2020 Plan. The following table summarizes employee and nonemployee stock-based compensation for the years ended December 31, 2022 and 2021: Year Ending December 31, Amounts in (000's) 2022 2021 Employee compensation: Restricted stock $ 233 $ 481 Total employee stock-based compensation expense $ 233 $ 481 Non-employee compensation: Restricted stock $ — $ — Total non-employee stock-based compensation expense $ — $ — Total stock-based compensation expense $ 233 $ 481 Common Stock Options The following summarizes the Company’s employee and non-employee stock option activity for the years ended December 31, 2022 and 2021: Number of Weighted Weighted Aggregate (a) Outstanding and vested at December 31, 2020 13 $ 47.53 3.5 $ — Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — — Outstanding and vested at December 31, 2021 13 $ 47.53 2.5 $ — Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — Outstanding and vested at December 31, 2022 13 $ 47.53 1.6 $ — (a) Represents the aggregate gain on exercise for vested in-the-money options. No stock options were granted during the years ended December 31, 2022 and December 31, 2021. At December 31, 2022, the Company has no unrecognized compensation expense related to options. The following summary information reflects stock options outstanding, vested, and related details as of December 31, 2022: Stock Options Outstanding Stock Options Exercise Price Number Weighted Weighted Vested and Weighted $ 15.72 - $ 47.99 9 2.0 $ 46.81 9 $ 46.81 $ 48.00 - $ 51.60 4 0.8 $ 48.96 4 $ 48.96 Total 13 1.6 $ 47.53 13 $ 47.53 Common Stock Warrants The Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee of the Board. The Board administers the granting of warrants, determines the persons to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards. The following summarizes the Company’s employee and non-employee common stock warrant activity for the years ended December 31, 2022 and 2021: Number of Weighted Weighted Aggregate (a) Outstanding and vested at December 31, 2020 58 $ 52.09 3.0 $ — Granted — $ — Exercised — $ — Forfeited — $ — Expired ( 15 ) $ 50.28 $ — Outstanding and vested at December 31, 2021 43 $ 52.71 2.6 $ — Granted $ — Exercised $ — Forfeited $ — Expired ( 8 ) $ 49.76 $ — Outstanding and vested at December 31, 2022 35 $ 53.31 1.9 (a) Represents the aggregate gain on exercise for vested in-the-money warrants. No warrants were granted during the years ended December 31, 2022 and December 31, 2021. The Company has no unrecognized compensation expense related to common stock warrants as of December 31, 2022. The following summary information reflects warrants outstanding, vested, and related details as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Vested and Weighted $ 36.00 - $ 47.99 1 0.8 $ 47.52 1 $ 47.52 $ 48.00 - $ 59.99 32 1.8 $ 52.50 32 $ 52.50 $ 60.00 - $ 70.80 2 0.4 $ 70.80 2 $ 70.80 Total 35 1.9 $ 53.31 35 $ 53.31 Restricted Stock The following summarizes the Company’s restricted stock activity for the years ended December 31, 2022 and 2021: Number Weighted Unvested at December 31, 2020 14 $ 3.60 Granted 87 $ 13.01 Vested ( 22 ) $ 7.18 Forfeited — $ - Unvested at December 31, 2021 79 $ 12.99 Granted 24 $ 4.51 Vested ( 29 ) $ 13.01 Forfeited ( 23 ) $ 12.95 Unvested at December 31, 2022 51 $ 8.99 For restricted stock unvested at December 31, 2022, approximately $ 0.2 million in compensation expense will be recognized over the next year. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entities | NOTE 12. VARIABLE INTEREST ENTITIES The Company has a loan receivable with Peach Health Sublessee. Such agreement creates a variable interest in Peach Health Sublessee that may absorb some or all of the expected losses of the entity. The Company does not consolidate the operating activities of the Peach Health Sublessee as the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. For more information, see Note 6 – Leases. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13. COMMITMENTS AND CONTINGENCIES Regulatory Matters Laws and regulations governing federal Medicare and state Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future governmental review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from certain governmental programs. As of December 31, 2022, all of the Company’s facilities operated, leased and subleased to third-party operators and managed for third-parties or operated by the Company are certified by CMS and are operational. The Company believes that it is in compliance in all material respects with all applicable laws and regulations. Legal Matters The Company is party to various legal actions and administrative proceedings and is subject to various claims arising in the ordinary course of business, including claims that the services the Company provided during the time prior to the Transition, when it’s focus was operating SNFs, resulted in injury or death to the residents of the Company’s facilities and claims related to employment, staffing requirements and commercial matters. Although the Company intends to vigorously defend itself in these matters, there is no assurance that the outcomes of these matters will not have a material adverse effect on the Company’s business, results of operations and financial condition. As of December 31, 2022, the Company and its tenants operate in an industry that is extremely regulated. As such, in the ordinary course of business, the Company’s tenants are continuously subject to state and federal regulatory scrutiny, supervision and control. Such regulatory scrutiny often includes inquiries, investigations, examinations, audits, site visits and surveys, some of which are non-routine. In addition, the Company believes that there has been, and will continue to be, an increase in governmental investigations of long-term care providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Adverse determinations in legal proceedings or governmental investigations against or involving the Company, for the Company’s prior operations, or the Company’s tenants, whether currently asserted or arising in the future, could have a material adverse effect on the Company’s business, results of operations and financial condition. Professional and General Liability Claims As of December 31, 2022, the Company is a defendant in a total of 10 professional and general liability actions , one of which were dismissed in February 2023. The Company has one legacy action from prior to the Transition, and is a named party in 9 actions related directly to patient care that our current or prior tenants provided to their patients, subsequent to December 31, 2022, the Company was named in two additional actions related directly to patient care that one of our tenants provided to their patient. For further information, see below and Note 15 – Subsequent Events . Claims on behalf of the Company’s Former Patients Prior to the Transition As of December 31, 2022, the Company is a defendant in one professional and general liability action commenced on behalf of one of our former patients who received care at one of our facilities prior to the Transition. The plaintiff in this action alleges negligence due to failure to provide adequate and competent staff resulting in injuries, pain and suffering, mental anguish and malnutrition and seeks unspecified actual and compensatory damages, and unspecified punitive damages. This action is covered by insurance, except that any punitive damages awarded would be excluded from coverage. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition As of December 31, 2022, the Company is a defendant in an aggregate of 9 professional and general liability actions which set forth claims relating to time periods after the Transition, on behalf of former patients of our current or prior tenants, two of which were dismissed in January 2023, see Note 15 – Subsequent Events . These actions generally seek unspecified compensatory and punitive damages for former patients who were allegedly injured or died due to professional negligence or understaffing at the applicable facility operated by our tenants. These actions on behalf of former patients of our current or prior tenants all relate to events which occurred after the Company transitioned the operations of the facilities in question to a third-party operator (and of which four such actions relate to events which occurred after the Company sold such facilities) and are subject to such operators’ indemnification obligations in favor of the Company. There is no assurance that our tenants will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. During the year ended December 31, 2022, the following professional and general liability action (included in the 9 actions mentioned above) related to our current or former tenant’s former patients were filed against the Company. • On June 28, 2022, Ms. Betty Coleman’s husband (and executor of her estate) filed suit against Tara Operator, LLC (amongst others) alleging she received negligent care and treatment while a resident of Tara’s skilled nursing facility where she was a resident from Tara at Thunderbolt Health and Rehabilitation (11/18/19-6/30/20). Although Tara Operator was served via its registered agent, due to a misunderstanding, Tara Operator did not answer the complaint timely and automatically went into default. On September 19, 2022, Tara Operator filed its proposed answer to the Complaint and its motion to set aside the default judgment. A hearing was held on that motion on October 21, 2023 at which Tara Operator argued that under Georgia’s Default Statute and legal precedent, the Court had the discretion to set aside the default due to the anticipated injustice as well as inconsistent rulings should the default remain. The Court took the matter under advisement and, to date, no order has been issued. Should the default not be set aside, Tara Operator will request a certificate to appeal the ruling to the Court of Appeals and will also move to transfer venue to arbitration. During the year ended December 31, 2021, the following professional and general liability action (included in the 13 actions mentioned above) related to our current or former tenant’s former patients were filed against the Company. • On October 4, 2021, a medical negligence and wrongful death action was filed in the State Court of Gwinnett County, Georgia, by Bonnie L. Aquilino, Traci R. Randall, and Judy W. Sturgess against Wellington, other legal entities unaffiliated with the Company, the Company, and the Company’s Chief Executive Officer, on behalf of, and alleging the wrongful death and medical negligence of, a patient at the facility known as Thunderbolt Transitional Care and Rehabilitation. During the patient’s dates of service, the facility was subleased to Wellington (a third-party operator) by the Company and such facility was operated by Wellington. The plaintiff was seeking an amount in excess of $ 10,000 for professional malpractice and an unspecified amount for the full value of the life of the patient and other compensatory damages to be determined by jury trial. The Company is indemnified by Wellington in this action. On January 10, 2022, the State Court of Gwinnett County granted our motion to dismiss the Company and the Company’s Chief Executive Officer from this action. Fair Labor Standards Legal Complaint On October 7, 2021, a violation of Fair Labor Standards action was filed in the District Court for the Southern District of Ohio, Western Division at Dayton, by Colleen Long against the Company and UVMC Nursing Care Inc. dba Koester Pavilion (the “Defendants”) on behalf of herself and all current and former non-exempt employees employed from approximately September 30, 2018 onwards (hereinafter the “Putative Class Members”) at a facility managed by the Company alleging Defendants have failed to pay all overtime wages due. The plaintiff is seeking an order certifying the Putative Class Members as an Ohio Class and designation of the plaintiff as representative for the Ohio Class. Additionally, the plaintiff is seeking, for Putative Class Members, back pay equal to the amount of all unpaid overtime pay for three years preceding October 7, 2021 plus an additional equal amount in liquidation damages, punitive damages of not less than $ 150.00 for each day the violation continued, an award of 6 % of the total unpaid wages or $ 200.00 for each instance of failure to pay wages owed within thirty days, whichever is greater, attorney’s fees and costs, and any other relief the plaintiff is entitled to. The Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. This case has reached a mutually agreed upon settlement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14. INCOME TAXES There was no provision for income taxes for the years ended December 31, 2022 and 2021. At December 31, 2022 and 2021, the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: Year Ended December 31, (Amounts in 000's) 2022 2021 Net deferred tax asset (liability): Allowance for doubtful accounts $ 29 $ 44 Accrued expenses 192 143 Right of use asset 800 7,919 Right of use liability ( 706 ) ( 7,388 ) Net operating loss carry forwards 21,127 18,253 Property, equipment & intangibles ( 3,315 ) ( 2,998 ) Stock based compensation 175 209 Self-Insurance Reserve 20 40 Interest Expense 1,862 2,300 Total deferred tax assets 20,184 18,522 Valuation allowance ( 20,184 ) ( 18,522 ) Net deferred tax liability $ — $ — The items accounting for the differences between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: Year Ended December 31, 2022 2021 Federal income tax at statutory rate 21.0 % 21.0 % State and local taxes 2.2 % ( 2.6 )% Nondeductible expenses ( 1.3 )% ( 1.7 )% Change in valuation allowance ( 21.6 )% ( 16.7 )% Effective tax rate — % — % As of December 31, 2022, the Company had consolidated federal NOL carry forwards of $ 91.3 million. As a result of the Tax Reform Act, approximately $ 25.8 million of NOL’s generated in 2018 and after do not expire and are currently offset by a full valuation allowance. The NOLs generated before December 31, 2018, which amount to $ 65.3 million begin to expire in 2025 through 2037 and currently are offset by a full valuation allowance. As of December 31, 2022, the Company had consolidated state NOL carry forwards of $ 48.3 million. These NOLs begin to expire in 2023 through 2042 and currently are offset by a full valuation allowance. Given the Company’s historical net operating losses, a full valuation allowance has been established on the Company’s net deferred tax assets. The Company has generated additional deferred tax liabilities related to its tax amortization of certain acquired indefinite lived intangible assets because these assets are not amortized for book purposes. The tax amortization in current and future years gives rise to a deferred tax liability which will only reverse at the time of ultimate sale or book impairment. As a result of the Tax Reform Act, NOL carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the NOL carry forwards generated in tax years 2018 and forward. The Company files federal, state and local income tax returns in the U.S. The Company is generally no longer subject to income tax examinations for years prior to fiscal 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. The following is a summary of the material subsequent events. In February 2023, Symmetry Healthcare Management made the first of 14 monthly payments of $ 29,085 . The Company accepted a lump sum payment of $ 250,000 as payoff for the remaining promissory note balance. The Taxpayer Certainty and Disaster Tax Relief Act of 2020, enacted December 27, 2020, made a number of changes to employer retention tax credits previously made available under the CARES Act, including modifying and extending the Employee Retention Credit ("ERC") for the six calendar months ending June 30, 2021. As a result of such legislation, the Company qualified for ERC for the first, second and third calendar quarters of 2021 due to the decrease in its gross receipts and has applied for ERC of $ 1.9 million through amended quarterly payroll tax filings for the applicable quarters. Through the date of this filing, the Company has received all of the ERC which we applied for. We continue to monitor compliance with the terms and conditions of the ERC and PPP programs and developing interpretations and enforcement of the ERC and PPP program rules and the regulations. Dismissed Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition In February 2023, the Company was dismissed from the case involving Ronald and Sarah Ross against our prior operator Symmetry Healthcare Management. Claims on behalf of the Company’s Prior or Current Tenant’s Former Patients after the Transition Subsequent to year ended December 31, 2022, the Company was named in two new cases. The resident’s daughter filed suit on behalf of Mr. Shellman filed suit on February 14, 2023 asserting claims of professional and ordinary negligence as well the alleged breach of various state and federal regulations. The lawsuit relates to Mr. Shellman’s residence at Glenvue nursing facility which was operated by C.R. of Glenvue, LLC which is also named as a defendant. Plaintiff’s counsel has agreed to extend the deadline for Glenvue H&R Property Holdings, LLC to respond to the lawsuit up to and including May 15, 2023 to enable him to review the response filed by C.R. of Glenvue, LLC and determine whether or not Plaintiff will agree to the dismissal of Glenvue H&R Property Holdings, LLC. If plaintiff does not agree, we intend to serve Plaintiff with a notice that Glenvue H&R Property Holdings, LLC constitutes an excluded party pursuant to O.C.G.A. 31-7-3.3. Should Plaintiff still not agree to the dismissal of Glenvue H&R Property Holdings, LLC, we will file a motion for summary judgment seeking judgment in its favor. The Court may require Glenvue H&R Property Holdings, LLC to participate in discovery prior to ruling on this motion. In the event that occurs, Glenvue H&R Property Holdings, LLC can seek the recovery of its attorneys fees and expenses pursuant to the above-referenced excluded party statute. The family of Mable Polite filed suit on March 15, 2023 asserting claims of professional and ordinary negligence as well the alleged breach of various state and federal regulations. The lawsuit relates to Ms. Polite’s residence at the Thunderbolt nursing facility from March 19, 2020 to March 20, 2021. Plaintiff has also asserted claims against 3223 Falligant Avenue Associates, LP and other Wellington related entities. 3223 Falligant Avenue was the operator and licensee of the facility for the first part of Ms. Polite’s residence prior to Tara Operator becoming the operator. Based upon the date the suit was filed, there is an argument that certain claimed acts of negligence are barred by the limitations period. Ms. Polite’s daughter signed an arbitration agreement on her admission to Thunderbolt but we are not in possession of a power of attorney or other documentation authorizing her to execute this agreement. Nonetheless, Tara Operator will file its answer to the Complaint (due April 14) via special appearance to reserve the right to seek arbitration should a power of attorney be located. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Business Overview Regional Health’s predecessor was incorporated in Ohio on August 14, 1991, under the name Passport Retirement, Inc. In 1995, Passport Retirement, Inc. acquired substantially all of the assets and liabilities of AdCare Health Systems, Inc. and changed its name to AdCare Health Systems, Inc. (“AdCare”). AdCare completed its initial public offering in November 2006, relocated its executive offices and accounting operations to Georgia in 2012, and changed its state of incorporation from Ohio to Georgia in December, 2013. Regional Health Properties, Inc. is a self-managed real estate investment company that invests primarily in real estate purposed for long-term care and senior housing. Our business primarily consists of leasing such facilities to third-party tenants, which operate the facilities. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include the self-insurance reserve for professional and general liability, patient care revenues, allowance for doubtful accounts, contractual allowances for Medicaid, Medicare, and managed care reimbursements, deferred tax valuation allowance, valuation of goodwill and other long-lived assets, and cash flow projections. Actual results could differ materially from those estimates. Reclassifications Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period's presentation. These classifications had no impact on net loss or cash flows from operations for the year ended 2022 or 2021. |
Reclassifications | Reclassifications Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period's presentation. These classifications had no impact on net loss or cash flows from operations for the year ended 2022 or 2021. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company’s majority owned and controlled subsidiaries. All intercompany transactions and balances have been eliminated through consolidation. Arrangements with other business enterprises are evaluated, and those in which Regional is determined to have controlling financial interest are consolidated. Guidance is provided by FASB ASC Topic 810-10, “ Consolidation—Overall”, which includes consolidation of business enterprises to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance includes controlling financial interests that may be achieved through arrangements that do not involve voting interests. In absences of clear control through voting interests, a company’s exposure (variable interest) to the economic risks and potential rewards from the variable interest entity’s (“VIE”) assets and activities are the best evidence of control. If an enterprise holds the power to direct and right to receive benefits or absorb the losses of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to consolidate the assets, liabilities and results of operations of the VIE in its financial statements. The Company has evaluated and concluded that as of December 31, 2022, and December 31, 2021, the Company has no relationship with a VIE in which it is the primary beneficiary required to consolidate the entity. |
Cash, Restricted Cash and Investments | Cash, Restricted Cash and Investments The Company considers all unrestricted short-term investments with original maturities less than three months, which are readily convertible into cash, to be cash equivalents. Certain cash and investment amounts are restricted for specific purposes such as (i) mortgage escrow requirements; (ii) reserves for capital expenditures on United States Housing and Urban Development (“HUD”) insured facilities; and (iii) collateral for other debt obligations. |
Revenue Recognition and Allowances | Revenue Recognition and Allowances Patient Care Revenue . ASC Topic 606, Revenue from Contracts with Customers requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. Revenue from our Healthcare Services business segment is derived from services rendered to patients in the Tara, Lumber City, LaGrange, Meadowood, Thomasville and Glenvue facilities . The Company receives payments from the following sources for services rendered in our facilities: (i) the federal government under the Medicare program administered by CMS; (ii) state governments under their respective Medicaid and similar programs; (iii) commercial insurers; and (iv) individual patients and clients. The vast majority (greater than 90 %) of the revenue the Company has recognized is from government sources. The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and other price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. The Company recognizes revenue at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations, such as providing room and board, wound care, intravenous drug therapy, physical therapy, and quality of life activities amongst others, are determined based on the nature of the services provided are determined based on the nature of the services provided. Estimated uncollectable amounts due from patients are generally considered implicit price concessions that are a direct reduction to net patient care revenues. Triple-Net Leased Properties. The Company’s triple-net leases provide for periodic and determinable increases in rent. The Company recognizes rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is probable. ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, does not apply to rental revenues, which is a portion of the Company’s revenue. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in straight-line rent receivable on our consolidated balance sheets. In the event the Company cannot reasonably estimate the future collection of rent from one or more tenant(s) of the Company’s facilities, rental income for the affected facilities is recognized only upon cash collection, and any accumulated straight-line rent receivable is expensed in the period in which the Company deems rent collection to no longer be probable. For additional information with respect to such facilities, see Note 2 – Liquidity and Note 6 – Leases . Management Fee Revenues and Other Revenues . On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, as codified in ASC 606, which requires a company to recognize revenue when the company transfers control of promised goods and services to a customer. Revenue is recognized in an amount that reflects the consideration to which a company expects to receive in exchange for such goods and services. The Company recognizes management fee revenues as services are provided. The Company has one contract to manage three facilities (the “Management Contract”), with payment for each month of service generally received in full on a monthly basis. The maximum penalty for service contract nonperformance under the Management Contract is $ 50,000 per year, payable after the end of the year. Further, the Company recognizes interest income from loans and investments, using the effective interest method when collectability is probable. The Company applies the effective interest method on a loan-by-loan basis. Allowances. The Company assesses the collectability of its rent receivables, including straight-line rent receivables and working capital loans to tenants. The Company bases its assessment of the collectability of rent receivables and working capital loans to tenants on several factors, including payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, and current economic conditions. If the Company’s evaluation of these factors indicates it is probable that the Company will be unable to receive the rent payments or payments on a working capital loan, then the Company provides a reserve against the recognized straight-line rent receivable asset or working capital loan for the portion that we estimate may not be recovered. Payments received on impaired loans are applied against the allowance. If the Company changes its assumptions or estimates regarding the collectability of future rent payments required by a lease or required from a working capital loan to a tenant, then the Company may adjust its reserve to increase or reduce the rental revenue or interest revenue from working capital loans to tenants recognized in the period the Company makes such change in its assumptions or estimates. See Note 6 – Leases . The Company has reserved for approximately 1.5 % of our patient care receivables based on the historic industry standards and continues to assess the adequacy of such reserve. As of December 31, 2022, and December 31, 2021, the Company reserved for approximately $ 1.3 million and $ 0.2 million, respectively, of uncollected receivables. Accounts receivable, net totaled $ 6.3 million at December 31, 2022 compared with $ 2.1 million at December 31, 2021. The following table presents the Company's Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) December 31, December 31, Gross receivables Real Estate Services $ 1,094 $ 1,442 Healthcare Services (a) 6,493 880 Subtotal 7,587 2,322 Allowance Real Estate Services ( 338 ) ( 35 ) Healthcare Services (a) ( 960 ) ( 142 ) Subtotal ( 1,298 ) ( 177 ) Accounts receivable, net of allowance $ 6,289 $ 2,145 (a) At December 31, 2022, our accounts receivable included $ 1.9 million from the Employee Retention Tax Credit (ERTC). |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash, restricted cash, accounts receivable and straight-line rent receivables. Cash and restricted cash are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk. Accounts receivable are recorded at net realizable value. The Company performs ongoing evaluations of its tenants and significant third-party payors with which it contracts, and generally does not require collateral. The Company maintains an allowance for doubtful accounts which management believes is sufficient to cover potential losses. Delinquent accounts receivable are charged against the allowance for doubtful accounts once collection has been determined to be unlikely. Accounts receivable are considered past due and placed on delinquent status based upon contractual terms as well as how frequently payments are received, on an individual account basis. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for major improvements are capitalized. Depreciation commences when the assets are placed in service. Maintenance and repairs which do not improve or extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. Property and equipment also includes bed license intangibles for states other than Ohio (where the building and bed license are deemed complimentary assets) and are amortized over the life of the building. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The circumstances and events regarding the possible presence of impairment are based on inputs such as, market conditions, operator performance, and legal matters. If there is an indication of possible impairment we conduct a review that is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and estimated hold period. This estimate considers factors such as expected future operating income, market and other applicable trends including the terminal value of the property. 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. |
Leases and Leasehold Improvements | Leases and Leasehold Improvements The Company leases certain facilities and equipment in the normal course of business. At the inception of each lease, the Company performs an evaluation to determine whether the lease should be classified as an operating lease or financing lease. As of December 31, 2022, the Company’s leased facility is accounted for as an operating lease. For operating leases that contain scheduled rent increases, the Company records rent expense on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term. On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) ASU 2016-02 , Leases , as codified in ASC 842, using the non-comparative transition option pursuant to ASU 2018-11. The Company recognized both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment, electing the practical expedient to maintain the prior operating lease classification. Effective January 1, 2019, the Company assesses any new contracts or modification of contracts in accordance with ASC 842 to determine the existence of a lease and its classification. We are reporting revenues and expenses for real estate taxes and insurance where the lessee has not made those payments directly to a third party in accordance with their respective leases with us. The following table summarizes real estate tax recognized on our consolidated statements of operations in “ Other Operating Expenses” for the year ended December 31, 2022, and 2021: Year Ended December 31, (Amounts in 000’s) 2022 2021 Rental revenues $ 391 $ 464 Other operating expenses $ 391 $ 464 Additionally, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. |
Accounts Payable | Accounts Payable The following table presents the Company's Accounts payable for the periods presented: (Amounts in 000’s) December 31, December 31, Accounts payable Real Estate Services $ 797 $ 2,781 Healthcare Services 2,496 968 Total Accounts payable $ 3,293 $ 3,749 |
Other Liabilities | Other Liabilities As of December 31, 2022, and December 31, 2021, the Company had $ 1.1 million and $ 1.6 million, respectively, in Other liabilities; the $ 0.5 million decrease compared to the prior period relates to restricted sublease improvements with lease security deposits comprising the remainder of the balances in both periods. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consist of finite lived and indefinite lived intangibles. The Company’s finite lived intangibles include lease rights and certain certificate of need (“CON”) and bed licenses that are not separable from the associated buildings. Finite lived intangibles are amortized over their estimated useful lives. For the Company’s lease related intangibles, the estimated remaining useful life is based on the terms of the underlying facility leases averaging approximately seven years . For the Company’s CON/bed licenses that are not separable from the buildings, the estimated useful life is based on the building life when acquired with a remaining average estimated useful life of approximately 24 years . The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. The circumstances and events regarding the possible presence of an impairment indicator are based on inputs such as, market conditions, operator performance, and legal matters. If there is an indication of possible impairment we conduct a review that is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and estimated hold period. This estimate considers factors such as expected future operating income, market and other applicable trends including the terminal value of the property. If impairment exists, due to the inability to recover the carrying amount of the CON, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the CON. The Company’s indefinite lived intangibles consist primarily of values assigned to CON/bed licenses that are separable from the buildings. The Company does not amortize goodwill or indefinite lived intangibles. The Company's goodwill is related to certain property acquisitions but is evaluated for impairment on the operator level. On an annual basis, the Company evaluates the recoverability of the indefinite lived intangibles and goodwill by performing an impairment test. The Company performs its annual test for impairment during the fourth quarter of each year or more frequently if events and circumstances indicate the goodwill might be impaired. For the years ended December 31, 2022, and 2021, the test results indicated no impairment necessary. |
Prepaid Expenses and Other | Prepaid Expenses and Other As of December 31, 2022, and December 31, 2021, the Company had $ 0.7 million and $ 0.5 million, respectively, in Prepaid expenses and other; approximately $ 0.2 million increase is related to insurance for the facilities we operate while the other amounts are predominantly for directors’ and officers’ insurance and mortgage insurance premiums. |
Extinguishment of Debt | Extinguishment of Debt The Company recognizes extinguishment of debt when the criteria for a troubled debt restructure are not met and the change in the debt terms is considered substantial. The Company calculates the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt (including deferred finance fees) and recognizes a gain or loss on the consolidated statement of operations in the period of extinguishment. For further information see Note – 2 Liquidity, and “ Debt – Debt Refinance” in Part II, Item 7., “Management’s Discussion |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the respective period. Diluted earnings per share is similar to basic earnings per share except that the net income or loss is adjusted by the impact of the weighted-average number of shares of common stock outstanding including potentially dilutive securities (such as options, warrants and non-vested common stock) when such securities are not anti-dilutive. Potentially dilutive securities from options, warrants and unvested restricted shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options and warrants with exercise prices exceeding the average market value are used to repurchase common stock at market value. The incremental shares remaining after the proceeds are exhausted represent the potentially dilutive effect of the securities. Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: (Amounts in 000’s) December 31, December 31, Stock options 13 13 Common Stock warrants - employee 34 34 Common Stock warrants - nonemployee 1 9 Total shares 48 56 The weighted average contractual terms in years for these securities, with no intrinsic value, are 1.5 years for t he stock options and 1.9 years f or the warrants. |
Other Operating Expenses | Other Operating Expenses Other operating expenses includes real estate tax expenses recognized during the year ended December 31, 2022, and December 31, 2021, where the lessee has not made those payments directly to a third party in accordance with their respective leases with us, mortgage insurance and other professional services expenses. |
Other Expense, Net | Other expense, net The Company has retained professional and legal services to evaluate and assist with possible opportunities to improve the Company’s capital structure, including on-going efforts to investigate alternatives to retire or refinance our outstanding Series A Preferred Stock. For further information, see Note 2 – Liquidity. |
Deferred Financing Costs | Deferred Financing Costs The Company records deferred financing costs associated with debt obligations as direct reduction from the carrying amount of the debt liability. Costs are amortized over the term of the related debt using the straight-line method and are reflected as interest expense. The straight-line method yields results substantially similar to those that would be produced under the effective interest rate method. |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions Deferred tax assets or liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that included the enactment date. Deferred tax assets are also recognized for the future tax benefits from net operating loss and other carry forwards. Valuation allowances are recorded for deferred tax assets when the recoverability of such assets is not deemed more likely than not. On December 22, 2017, tax legislation commonly known as The Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. Among other changes the Tax Reform Act reduced the US federal corporate tax rate from 35 % to 21 % beginning in 2018. As a result of the Tax Reform Act, net operating loss (“NOL”) carry forwards generated in tax years 2018 and forward have an indefinite life. For this reason, the Company has taken the position that the deferred tax liability related to the indefinite lived intangibles can be used to support an equal amount of the deferred tax asset related to the 2018 NOL carry forward generated. Judgment is required in evaluating uncertain tax positions. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is measured to determine the amount of benefit to recognize in the financial statements. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as liabilities in the consolidated balance sheets. As of December 31, 2022, the Company has a full valuation allowance on all deferred tax balances. On January 1, 2020, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. The Company’s adoption of this new guidance had no impact on its Consolidated Financial Statements. The Company is subject to income taxes in the U.S. and numerous state and local jurisdictions. In general, the Company’s tax returns filed for the 2019 through 2022 tax years are still subject to potential examination by taxing authorities. To the Company’s knowledge, the Company is not currently under examination by any major income tax jurisdiction. |
Stock Based Compensation | Stock Based Compensation The Company follows the provisions of ASC Topic 718 “ Compensation - Stock Compensation ”, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees, non-employees, and others receive shares of stock or equity instruments (options, warrants or restricted shares). All awards are amortized on a straight-line basis over their vesting terms. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Accounting guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1— Quoted market prices in active markets for identical assets or liabilities Level 2— Other observable market-based inputs or unobservable inputs that are corroborated by market data Level 3— Significant unobservable inputs The respective carrying value of certain financial instruments of the Company approximates their fair value. These instruments include cash, restricted cash and investments, accounts receivable, notes receivable, and accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values, they are receivable or payable on demand, or the interest rates earned and/or paid approximate current market rates. |
Self-Insurance | Self-Insurance Prior to the Transition, the Company was self-insured for employee medical claims (in all states except for Oklahoma, where the Company participated in the Oklahoma state subsidy program) and had a large deductible workers’ compensation plan (in all states except for Ohio, where workers’ compensation is covered under a premium-only policy provided by the Ohio Bureau of Workers’ Compensation). In 2015, the insurance programs described above changed in order to address the different needs of the Company as a result of the Transition. The Company’s workers compensation plan transitioned from a high deductible to a guaranteed cost program in February 2015. As of December 31, 2022, there are no outstanding claims or unsettled claims for the legacy self-insured employee medical plan and the large deductible workers’ compensation plan. Professional liability insurance was provided to facilities operations up until the date of the Transition. Claims which were associated with operations of the Company prior to the Transition but not reported as of the transition date were self-insured. The Company maintains insurance for professional and general liability claims for its Healthcare Services segment, which includes any facility the Company is likely to operate, however for claims prior to January 1, 2020, the Company is self-insured against professional and general liability claims since it discontinued its healthcare operations in connection with the Transition. The Company evaluates quarterly the adequacy of its self-insurance reserve based on a number of factors, including: (i) the number of actions pending and the relief sought; (ii) analyses provided by defense counsel, medical experts or other information which comes to light during discovery; (iii) the legal fees and other expenses anticipated to be incurred in defending the actions; (iv) the status and likely success of any mediation or settlement discussions, including estimated settlement amounts and legal fees and other expenses anticipated to be incurred in such settlement, as applicable; and (v) the venues in which the actions have been filed or will be adjudicated. The Company believes that most of the professional and general liability actions are defensible and intends to defend them through final judgment unless settlement is more advantageous to the Company. Accordingly, the self-insurance reserve reflects the Company’s estimate of settlement amounts for the pending actions, if applicable, and legal costs of settling or litigating the pending actions, as applicable. Because the self-insurance reserve is based on estimates, the amount of the self-insurance reserve may not be sufficient to cover the settlement amounts actually incurred in settling the pending actions, or the legal costs actually incurred in settling or litigating the pending actions. See Note 7 – Accrued Expenses and Note 13 - Commitments and Contingencies . In addition, the Company maintains certain other insurance programs, including commercial general liability, property, casualty, directors’ and officers’ liability, crime, and employment practices liability. |
Recently Adapted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. In November 2018, the FASB issued ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments—Credit Losses . The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, extended the effective date of ASU 2016-13, which is now effective for annual and interim periods beginning after December 15, 2022, for smaller reporting companies and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company adopted ASU 2016-13 effective January 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. In July 2021, the FASB issued ASU 2021-05—Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments, which amends the lease classification requirements for lessors. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would have otherwise recognized a day-one loss. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-05 effective January 1, 2022, and as all our current leases are classified as operating leases, the adoption ASU 2021-05 did not have an impact on the Company’s consolidated financial statements. Discontinued Operations Prior to December 2015, the Company’s business focused primarily on owning and operating skilled nursing facilities ("SNF") and managing such facilities for unaffiliated owners with whom the Company had management contracts. These operations were discontinued and transitioned to the leasing model of business. As of December 31, 2022 the company determined remaining escheatment liabilities for discontinued operations are $ .8 million and are included in accrued expenses. As a result of this change in accounting estimate the Company recognized income net of expenses for discontinued operations of approximately $ 2.4 million for the year ended December 31, 2022 included in “Other (income) expense”. |
Discontinued Operations | Discontinued Operations Prior to December 2015, the Company’s business focused primarily on owning and operating skilled nursing facilities ("SNF") and managing such facilities for unaffiliated owners with whom the Company had management contracts. These operations were discontinued and transitioned to the leasing model of business. As of December 31, 2022 the company determined remaining escheatment liabilities for discontinued operations are $ .8 million and are included in accrued expenses. As a result of this change in accounting estimate the Company recognized income net of expenses for discontinued operations of approximately $ 2.4 million for the year ended December 31, 2022 included in “Other (income) expense”. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Company's Accounts Receivable, Net of Allowance | The following table presents the Company's Accounts receivable, net of allowance for the periods presented: (Amounts in 000’s) December 31, December 31, Gross receivables Real Estate Services $ 1,094 $ 1,442 Healthcare Services (a) 6,493 880 Subtotal 7,587 2,322 Allowance Real Estate Services ( 338 ) ( 35 ) Healthcare Services (a) ( 960 ) ( 142 ) Subtotal ( 1,298 ) ( 177 ) Accounts receivable, net of allowance $ 6,289 $ 2,145 (a) At December 31, 2022, our accounts receivable included $ 1.9 million from the Employee Retention Tax Credit (ERTC). |
Summary of Real Estate Tax Recognized on Consolidated Statements of Operations | The following table summarizes real estate tax recognized on our consolidated statements of operations in “ Other Operating Expenses” for the year ended December 31, 2022, and 2021: Year Ended December 31, (Amounts in 000’s) 2022 2021 Rental revenues $ 391 $ 464 Other operating expenses $ 391 $ 464 |
Company's Accounts Payable | The following table presents the Company's Accounts payable for the periods presented: (Amounts in 000’s) December 31, December 31, Accounts payable Real Estate Services $ 797 $ 2,781 Healthcare Services 2,496 968 Total Accounts payable $ 3,293 $ 3,749 |
Schedule of Securities Outstanding that were Excluded From the Computation, Prior to the Use of the Treasury Stock Method, Because They Would Have Been Anti-dilutive | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: (Amounts in 000’s) December 31, December 31, Stock options 13 13 Common Stock warrants - employee 34 34 Common Stock warrants - nonemployee 1 9 Total shares 48 56 |
Cash, Restricted Cash and Inv_2
Cash, Restricted Cash and Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash and Investments [Abstract] | |
Schedule of Cash and Restricted Cash | The following presents the Company’s cash and restricted cash: December 31, Amounts in (000's) 2022 2021 Cash (a) $ 843 $ 6,792 Restricted cash: Cash collateral 135 125 HUD and other replacement reserves 2,155 1,914 Escrow deposits 459 700 Restricted investments for debt obligations 317 317 Total restricted cash 3,066 3,056 Total cash and restricted cash $ 3,909 $ 9,848 (a) Includes a Medicaid overpayment of $ .02 million which the Company expects to repay soon and is recorded in “Accrued Expenses” in the Company’s consolidated balance sheet as of December 31, 2022 and a Medicaid overpayment of $ 1.5 million as of December 31, 2021. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table sets forth the Company’s property and equipment: December 31, (Amounts in 000's) Lives (Years) 2022 2021 Buildings and improvements 5 - 40 $ 63,746 $ 65,695 Equipment and computer related 2 - 10 1,807 4,494 Land (1) — 2,774 2,776 68,327 72,965 Less: accumulated depreciation and ( 21,716 ) ( 22,838 ) Property and equipment, net $ 46,611 $ 50,127 (1) Includes $ 0.1 million of land improvements with an average estimated useful remaining life of approximately 7 years . The following table summarizes total depreciation and amortization for the year ended December 31, 2022, and 2021: December 31, Amounts in (000's) 2022 2021 Depreciation $ 1,966 $ 2,153 Amortization 438 438 Total depreciation and amortization $ 2,404 $ 2,591 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: (Amounts in 000’s) Bed licenses 1) Bed Licenses - (2) Lease Total Goodwill (2) Balances, December 31, 2021 Gross $ 14,276 $ 2,471 $ 206 $ 16,953 $ 1,585 Accumulated amortization ( 4,168 ) — ( 72 ) ( 4,240 ) — Net carrying amount $ 10,108 $ 2,471 $ 134 $ 12,713 $ 1,585 Amortization expense ( 414 ) — ( 24 ) ( 438 ) — Balances, December 31, 2022 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization ( 4,583 ) — ( 96 ) ( 4,678 ) — Net carrying amount $ 9,693 $ 2,471 $ 110 $ 12,275 $ 1,585 (1) Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). |
Schedule of Estimated Amortization Expense for All Definite Lived Intangibles | Expected amortization expense for the year ended December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: Amounts in (000's) Bed Lease 2023 $ 414 $ 23 2024 414 18 2025 414 18 2026 414 18 2027 414 18 Thereafter 7,623 15 Total $ 9,693 $ 110 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | (Amounts in 000's) Future rental Accretion of (1) Operating lease 2023 $ 648 $ ( 54 ) $ 594 2024 633 ( 73 ) 560 2025 645 ( 118 ) 527 2026 658 ( 162 ) 496 2027 671 ( 203 ) 468 Thereafter 915 ( 334 ) 581 Total $ 4,170 $ ( 944 ) $ 3,226 (1) Weighted average discount rate 7.98 % |
Schedule of Future Minimum Lease Receivables | (Amounts in 000's) 2023 $ 6,256 2024 6,187 2025 6,034 2026 5,362 2027 5,445 Thereafter 11,605 Total $ 40,888 |
Schedule of Future Minimum Lease Receivables Leases to Third-Parties | The following table summarizes the Company’s leases to third-parties as of December 31, 2022. Each lease is structured as “triple-net” and contains specific rent escalation amounts ranging from 1.0 % to 3.0 % annually. Further, each lease has one or more renewal options. For those facilities subleased by the Company, the renewal option in the sublease agreement is dependent on the Company’s renewal of the prime lease agreement. Expiration 2023 Facility Name Operator Affiliation (1) Date Annual Rent (Thousands) Owned Eaglewood Village Aspire Regional Partners 11/30/2028 $ 630 Eaglewood Care Center Aspire Regional Partners 11/30/2028 813 Hearth & Care of Greenfield Aspire Regional Partners 11/30/2023 311 The Pavilion Care Center Aspire Regional Partners 11/30/2028 340 Autumn Breeze Healthcare Center C.R. Management 9/30/2025 962 Coosa Valley Health Care C.R. Management 8/31/2030 1,072 Georgetown Healthcare & Rehabilitation Oak Hollow Healthcare Management 10/31/2032 337 Mountain Trace Rehabilitation and Nursing Center Vero Health Management 2/28/2029 528 Sumter Valley Nursing and Rehab Center Oak Hollow Healthcare Management 10/31/2032 450 Subtotal Owned Facilities (10) $ 5,443 Leased Covington Care Center Aspire Regional Partners 11/30/2028 813 Subtotal Leased Facilities (1) $ 813 Total (11) $ 6,256 (1) Represents the number of facilities which are leased or subleased to separate tenants, which tenants are affiliates of the entity named in the table above. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, Amounts in (000's) 2022 2021 Accrued employee benefits and payroll related $ 539 $ 343 Real estate and other taxes (1) 2,428 1,391 Self-insured reserve 80 162 Accrued interest 210 206 Unearned rental revenue 43 192 Medicaid overpayment - Healthcare Services 169 1,529 Other accrued expenses 1,567 1,164 Total $ 5,036 $ 4,987 (1) In 2022, i ncludes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition in 2020 as well as $ 1.3 million of our own dates of operation under the Healthcare Services segment and approximately $ 0.3 million property tax accrual for the twelve months ended December 31, 2022 for the Real Estate segment. In 2021, i ncl udes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition and approximately $ 0.3 million bed tax accrual for the twelve months ended December 31, 2021 for the Healthcare Services segment. |
Notes Payable and Other Debt (T
Notes Payable and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Other Debt | Notes payable and other debt consists of the following: (Amounts in 000’s) December 31, December 31, Senior debt—guaranteed by HUD $ 29,782 $ 30,178 Senior debt—guaranteed by USDA (a) 7,526 7,824 Senior debt—guaranteed by SBA (b) 580 602 Senior debt—bonds 6,253 6,379 Senior debt—other mortgage indebtedness 8,266 8,601 Other debt 895 594 Subtotal 53,302 54,178 Deferred financing costs ( 1,005 ) ( 1,177 ) Unamortized discount on bonds ( 119 ) ( 125 ) Notes payable and other debt $ 52,178 $ 52,876 (a) U.S. Department of Agriculture (“USDA”) (b) U.S. Small Business Administration (“SBA”) The following is a detailed listing of the debt facilities that comprise each of the above categories: (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, December 31, Senior debt - guaranteed by HUD (b) The Pavilion Care Center Newpoint Capital 12/01/2039 Fixed 3.97 % $ 835 $ 862 Hearth and Care of Greenfield Newpoint Capital 8/01/2050 Fixed 3.97 % 1,949 1,845 Woodland Manor Newpoint Capital 11/01/2052 Fixed 3.97 % 4,980 4,836 Glenvue Newpoint Capital 10/01/2044 Fixed 3.75 % 7,297 7,509 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,344 6,528 Georgetown Newpoint Capital 10/01/2046 Fixed 2.98 % 3,214 3,305 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,163 5,293 Total $ 29,782 $ 30,178 Senior debt - guaranteed by USDA (c) Mountain Trace (d) Community B&T 12/24/2036 Prime + 1.75 % 8.00 % $ 3,680 $ 3,835 Southland (e) Cadence Bank, NA 07/27/2036 Prime + 1.50 % 7.75 % 3,846 3,989 Total $ 7,526 $ 7,824 Senior debt - guaranteed by SBA Southland (f,g) Cadence Bank, NA 07/27/2036 Prime + 2.25 % 8.50 % 580 602 Total $ 580 $ 602 (a) Represents interest rates as of December 31, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.09 % to 0.53 % per annum. (b) For the seven SNF’s, the Company has term loans insured 100 % by HUD with financial institutions. The loans are secured by, among other things, an assignment of all rents paid under any existing or future leases and rental agreements with respect to the underlying facility. The loans contain customary events of default, including fraud or material misrepresentations or material omission, the commencement of a forfeiture action or proceeding, failure to make required payments, and failure to perform or comply with certain agreements. Upon the occurrence of certain events of default, the lenders may, after receiving the prior written approval of HUD, terminate the loans and all amounts under the loans will become immediately due and payable. In connection with entering into loans, the facilities entered into a healthcare regulatory agreement and a promissory note, each containing customary terms and conditions. (c) For the two SNF’s, the Company has term loans with financial institutions, which are insured 70 % to 80 % by the USDA. The loans have an annual renewal fee for the USDA guarantee of 0.25 % of the guaranteed portion. The loans have prepayment penalties of 1 % through 2020, capped at 1 % for the remainder of the first 10 years of the term and 0 % thereafter. (d) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through September 1, 2020 for the loan for the Coosa Facility, were deferred (a part of the “USDA Payment Program”). Monthly payments that commenced on October 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments were re-amortized over the remaining term of the loan. On September 30, 2021, the Company fully refinanced the MCB Coosa Loan with the Exchange Bank of Alabama, see “Senior debt - other mortgage indebtedness” below. (e) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through August 1, 2020 for the Mountain Trace Facility loan were deferred. Monthly payments that commenced on September 1, 2020 were being applied to current interest, then deferred interest until the deferred interest was paid in full on April 1, 2021. Payments have been re-amortized over the extended term of the loan. (f) Pursuant to the CARES Act, the monthly principal and interest payments due May 1, 2020 through October 1, 2020 for the loan for that certain 126 -bed SNF commonly known as Southland, located in Dublin, Georgia, were deferred as a part of the USDA Payment Program. Monthly payments recommenced on November 1, 2020 with payments through February 2021 being applied to principal and interest. Monthly payments that commenced on March 1, 2021 are being applied to current interest, then deferred interest until the deferred interest is paid in full, payments will be re-amortized over the extended term of the loan. (g) For one SNF, commonly known as Southland, the Company has a term loan with a financial institution, which is insured 75 % by the SBA. The SBA funded two monthly debt payments during the three months ended March 31, 2021 and six payments commencing on March 1, 2020 and ending on August 1, 2020. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, Senior debt - bonds (b) Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,253 $ 6,379 Total $ 6,253 $ 6,379 (a) Represents interest rates as of December 31, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of approximately 0.10 % per annum. (b) In April 2012, a wholly-owned subsidiary of the Company entered into a loan agreement with the City of Springfield, Ohio pursuant to which City of Springfield lent to such subsidiary the proceeds from the sale of City of Springfield’s Series 2012 Bonds. The Series 2012 Bonds consisted of $ 6.6 million in Series 2012A First Mortgage Revenue Bonds and $ 0.6 million in Taxable Series 2012B First Mortgage Revenue Bonds. The bonds are secured by the Company’s assisted living facility located in Springfield, Ohio known as Eaglewood Village and guaranteed by Regional. There is an original issue discount of $ 0.3 million related to this loan. (c) On May 3, 2021, in accordance with the terms of The City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds, the Company fully repaid approximately $ 0.1 million in outstanding principal and interest. (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, December 31, Senior debt - other mortgage indebtedness Meadowood (b) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % $ 3,319 $ 3,478 Coosa (c) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % $ 4,946 5,123 Total $ 8,266 $ 8,601 (a) Represents interest rates as of December 31, 2022 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34 % per annum. (b) On October 1, 2021, the Exchange Bank of Alabama and the Company extended the maturity date of the Meadowood Credit Facility; which is secured by the Meadowood Facility and the assets of Coosa, and which is guaranteed by Regional Health Properties, Inc., from May 1, 2022 to October 1, 2026 . (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 million in new fees. The Coosa Credit Facility, guaranteed by Regional Health Properties, Inc. includes customary terms, including events of default with an associated annual 5 % default interest rate, and is secured by the Coosa Facility and the assets of Meadowood. Upon the occurrence of certain events of default, the lenders may terminate the Coosa Credit Facility and the Meadowood Credit Facility, and all amounts due under both credit facilities will become immediately due and payable. The Coosa Credit Facility has prepayment penalties of 5 % in the 1 st year, 4 % in the 2 nd year and 1 % thereafter. (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2022 December 31, Other debt First Insurance Funding (a) 03/01/2023 Fixed 3.65 % $ 357 $ 99 KeyBank (b) 08/25/2025 Fixed 0.00 % 495 495 Marlin Capital Solutions 6/1/2027 Fixed 5.00 % 43 — Total $ 895 $ 594 (a) Annual Insurance financing primarily for the Company’s directors’ and officers’ insurance. (b) On December 30, 2022, Key Bank and the Company extended the maturity date from August 25, 2023 to August 25, 2025 . |
Summary of the Scheduled Minimum Debt Principal Payments and Maturity Payments | The schedule below summarizes the scheduled gross minimum principal payments and maturity payments as of December 31, 2022 for each of the next five years and thereafter. (Amounts in 000’s) 2023 $ 1,778 2024 1,578 2025 2,157 2026 8,624 2027 1,425 Thereafter 37,740 Subtotal 53,302 Less: unamortized discounts ( 119 ) Less: deferred financing costs, net ( 1,005 ) Total notes and other debt $ 52,178 |
Segments Results (Tables)
Segments Results (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Results of Operations for Reporting Segments | The table below presents the results of operations for our reporting segments for the periods presented. Twelve Months Ended December 31, Twelve Months Ended December 31, 2022 2022 2022 2021 2021 2021 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Revenues: Patient care revenues $ — $ 22,060 $ 22,060 $ — $ 9,485 $ 9,485 Rental revenues 12,794 — 12,794 16,093 — 16,093 Management fees 1,045 — 1,045 1,021 — 1,021 Other revenues 26 — 26 91 — 91 Total revenues 13,865 22,060 35,925 17,205 9,485 26,690 Expenses: Patient care expense — 20,453 20,453 — 9,243 9,243 Facility rent expense 4,050 826 4,876 5,274 1,190 6,464 Cost of management fees 619 — 619 672 — 672 Depreciation and amortization 2,371 33 2,404 2,575 16 2,591 General and administrative expense 3,458 1,194 4,652 3,427 504 3,931 Doubtful accounts expense (recovery) 4,298 618 4,916 ( 78 ) 260 182 Loss on disposal of assets 1,296 121 1,417 — — — Loss on Lease Termination 1,436 — 1,436 — — — Other operating expenses 631 1,343 1,974 1,016 58 1,074 Total expenses 18,159 24,588 42,747 12,886 11,271 24,157 Income (loss) from operations ( 4,294 ) ( 2,528 ) ( 6,822 ) 4,319 ( 1,786 ) 2,533 Other (income) expense: Interest expense, net 2,567 ( 38 ) 2,529 2,653 16 2,669 (Gain) Loss on extinguishment of debt 452 — 452 ( 146 ) — ( 146 ) Other (income) expense, net ( 987 ) ( 1,949 ) ( 2,936 ) 1,192 — 1,192 Total other (income) expense, net 2,032 ( 1,987 ) 45 3,699 16 3,715 Net loss $ ( 6,326 ) $ ( 541 ) $ ( 6,867 ) $ 620 $ ( 1,802 ) $ ( 1,182 ) |
Common And Preferred Stock (Tab
Common And Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Preferred Stock Undeclared Dividends in Arrears | The following table summarizes the preferred stock dividends in arrears at December 31, 2022: Date paid / Dividends Per Dividend Arrears (in 000's) Common Stock Dividends: * 4/30/2015 $ 0.050 $ 0.050 7/31/2015 0.055 0.055 10/31/2015 0.060 0.060 For the year ended December 31, 2015 $ 0.165 $ 0.165 Preferred Stock Dividends: 3/31/2017 $ 0.68 $ — 6/30/2017 0.68 — 9/30/2017 0.68 — 12/31/2017 $ 0.68 $ 1,912 For the year ended December 31, 2017 $ 0.68 $ 1,912 3/31/2018 $ 0.68 $ 1,912 6/30/2018 0.68 1,912 9/30/2018 0.68 1,912 12/31/2018 0.80 2,249 For the year ended December 31, 2018 $ 2.84 $ 7,985 3/31/2019 $ 0.80 $ 2,250 6/30/2019 0.80 2,249 9/30/2019 0.80 2,249 12/31/2019 0.80 2,249 For the year ended December 31, 2019 $ 3.20 $ 8,997 3/31/2020 $ 0.80 $ 2,250 6/30/2020 0.80 2,249 9/30/2020 0.80 2,249 12/31/2020 0.80 2,249 For the year ended December 31, 2020 $ 3.20 $ 8,997 3/31/2021 $ 0.80 $ 2,250 6/30/2021 0.80 2,249 9/30/2021 0.80 2,249 12/31/2021 0.80 2,249 For the year ended December 31, 2021 $ 3.20 $ 8,997 3/31/2022 0.80 2,250 6/30/2022 0.80 2,249 9/30/2022 0.80 2,249 12/31/2022 0.80 2,249 For the year ended December 31, 2022 $ 3.20 $ 8,997 Cumulative Total Outstanding $ 45,885 * The Board has suspended payment of the quarterly dividend on the Series A Preferred Stock indefinitely. Such dividend suspension does not trigger a default under the Company’s outstanding indebtedness. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Recognized Stock Based Compensation | The following table summarizes employee and nonemployee stock-based compensation for the years ended December 31, 2022 and 2021: Year Ending December 31, Amounts in (000's) 2022 2021 Employee compensation: Restricted stock $ 233 $ 481 Total employee stock-based compensation expense $ 233 $ 481 Non-employee compensation: Restricted stock $ — $ — Total non-employee stock-based compensation expense $ — $ — Total stock-based compensation expense $ 233 $ 481 |
Summary of Company's Stock Option Activity | The following summarizes the Company’s employee and non-employee stock option activity for the years ended December 31, 2022 and 2021: Number of Weighted Weighted Aggregate (a) Outstanding and vested at December 31, 2020 13 $ 47.53 3.5 $ — Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — — Outstanding and vested at December 31, 2021 13 $ 47.53 2.5 $ — Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — Outstanding and vested at December 31, 2022 13 $ 47.53 1.6 $ — (a) Represents the aggregate gain on exercise for vested in-the-money options. |
Schedule of Exercise Price Range | The following summary information reflects stock options outstanding, vested, and related details as of December 31, 2022: Stock Options Outstanding Stock Options Exercise Price Number Weighted Weighted Vested and Weighted $ 15.72 - $ 47.99 9 2.0 $ 46.81 9 $ 46.81 $ 48.00 - $ 51.60 4 0.8 $ 48.96 4 $ 48.96 Total 13 1.6 $ 47.53 13 $ 47.53 |
Summary of Company's Restricted Stock Activity | The following summarizes the Company’s restricted stock activity for the years ended December 31, 2022 and 2021: Number Weighted Unvested at December 31, 2020 14 $ 3.60 Granted 87 $ 13.01 Vested ( 22 ) $ 7.18 Forfeited — $ - Unvested at December 31, 2021 79 $ 12.99 Granted 24 $ 4.51 Vested ( 29 ) $ 13.01 Forfeited ( 23 ) $ 12.95 Unvested at December 31, 2022 51 $ 8.99 |
Warrant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Exercise Price Range | The following summary information reflects warrants outstanding, vested, and related details as of December 31, 2022: Warrants Outstanding Warrants Exercisable Exercise Price Number Weighted Weighted Vested and Weighted $ 36.00 - $ 47.99 1 0.8 $ 47.52 1 $ 47.52 $ 48.00 - $ 59.99 32 1.8 $ 52.50 32 $ 52.50 $ 60.00 - $ 70.80 2 0.4 $ 70.80 2 $ 70.80 Total 35 1.9 $ 53.31 35 $ 53.31 |
Schedule of Common Stock Warrant Activity | The following summarizes the Company’s employee and non-employee common stock warrant activity for the years ended December 31, 2022 and 2021: Number of Weighted Weighted Aggregate (a) Outstanding and vested at December 31, 2020 58 $ 52.09 3.0 $ — Granted — $ — Exercised — $ — Forfeited — $ — Expired ( 15 ) $ 50.28 $ — Outstanding and vested at December 31, 2021 43 $ 52.71 2.6 $ — Granted $ — Exercised $ — Forfeited $ — Expired ( 8 ) $ 49.76 $ — Outstanding and vested at December 31, 2022 35 $ 53.31 1.9 (a) Represents the aggregate gain on exercise for vested in-the-money warrants. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Tax Effect of Significant Temporary Differences Representing Deferred Tax Assets and Liabilities | At December 31, 2022 and 2021, the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: Year Ended December 31, (Amounts in 000's) 2022 2021 Net deferred tax asset (liability): Allowance for doubtful accounts $ 29 $ 44 Accrued expenses 192 143 Right of use asset 800 7,919 Right of use liability ( 706 ) ( 7,388 ) Net operating loss carry forwards 21,127 18,253 Property, equipment & intangibles ( 3,315 ) ( 2,998 ) Stock based compensation 175 209 Self-Insurance Reserve 20 40 Interest Expense 1,862 2,300 Total deferred tax assets 20,184 18,522 Valuation allowance ( 20,184 ) ( 18,522 ) Net deferred tax liability $ — $ — |
Schedule of Differences Between Income Taxes Computed at the Federal Statutory Rate and the Provision for Income Taxes | The items accounting for the differences between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: Year Ended December 31, 2022 2021 Federal income tax at statutory rate 21.0 % 21.0 % State and local taxes 2.2 % ( 2.6 )% Nondeductible expenses ( 1.3 )% ( 1.7 )% Change in valuation allowance ( 21.6 )% ( 16.7 )% Effective tax rate — % — % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Oct. 21, 2022 Facility | Dec. 31, 2022 USD ($) Facility Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Acquisition Policy | |||||
Number of facilities | Facility | 5 | ||||
Number of managed SNFs | Facility | 8 | ||||
Number of reporting segments | Segment | 2 | ||||
Number of skilled nursing facilities | Facility | 3 | ||||
Percentage of revenue recognized from government sources | 90% | ||||
Maximum penalty for service contract nonperformance | $ 50,000 | ||||
Percentage of reserve for patient care receivables | 1.50% | ||||
Receivables, estimated allowance for uncollectible accounts | $ 1,298,000 | $ 177,000 | |||
Accounts recievables | 6,289,000 | 2,145,000 | |||
Right-of-use assets | 2,848,000 | 29,909,000 | |||
Right-of-use lease liabilities | $ 3,226,000 | 32,059,000 | |||
Weighted average discount rate | 7.98% | ||||
Other liabilities | $ 1,131,000 | 1,629,000 | |||
Lease security deposit | 500,000 | ||||
Prepaid expenses and other | 700,000 | $ 500,000 | |||
Intrinsic value | $ 0 | ||||
Federal income tax at statutory rate | 21% | 21% | 21% | 35% | |
Other (Income) Expense | |||||
Acquisition Policy | |||||
Net expenses | $ 2,400,000 | ||||
Accrued Expenses | |||||
Acquisition Policy | |||||
Escheatment liabilities | $ 800,000 | ||||
Stock options | |||||
Acquisition Policy | |||||
Weighted average contractual terms | 1 year 6 months | ||||
Warrants | |||||
Acquisition Policy | |||||
Weighted average contractual terms | 1 year 10 months 24 days | ||||
Directors and Officers | |||||
Acquisition Policy | |||||
Increase in Prepaid expenses and other | $ 200,000 | ||||
Lease-Related Intangible Asset | |||||
Acquisition Policy | |||||
Estimated remaining useful life | 7 years | ||||
Intangible Assets-bed licenses | |||||
Acquisition Policy | |||||
Estimated remaining useful life | 24 years | ||||
Wellington Lease Termination | |||||
Acquisition Policy | |||||
Receivables, estimated allowance for uncollectible accounts | $ 1,300,000 | $ 200,000 | |||
Healthcare Services | |||||
Acquisition Policy | |||||
Receivables, estimated allowance for uncollectible accounts | $ 500,000 | $ 1,800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Company's Accounts Receivable, Net of Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Notes And Loans Receivable [Line Items] | ||
Gross receivables | $ 7,587 | $ 2,322 |
Allowance | (1,298) | (177) |
Accounts receivable, net of allowance | 6,289 | 2,145 |
Real Estate Services | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Gross receivables | 1,094 | 1,442 |
Allowance | (338) | (35) |
Healthcare Services | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Gross receivables | 6,493 | 880 |
Allowance | $ (960) | $ (142) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Company's Accounts Receivable, Net of Allowance (Parenthetical) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Healthcare Services | Accounts Receivable | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Employee retention tax credit | $ 1.9 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Real Estate Tax Recognized on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Rental revenues | $ 391 | $ 464 |
Other operating expenses | $ 391 | $ 464 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Company's Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable [Line Items] | ||
Accounts payable | $ 3,293 | $ 3,749 |
Real Estate Services | ||
Accounts Payable [Line Items] | ||
Accounts payable | 797 | 2,781 |
Healthcare Services | ||
Accounts Payable [Line Items] | ||
Accounts payable | $ 2,496 | $ 968 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 56 | 48 |
Stock options | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 13 | 13 |
Common Stock warrants - employee | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 34 | 34 |
Common Stock warrants - nonemployee | ||
Anti-dilutive securities outstanding that were excluded from the computation | ||
Antidilutive securities | 9 | 1 |
Liquidity - Additional Informat
Liquidity - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Oct. 21, 2022 USD ($) Facility | Oct. 01, 2021 | Sep. 30, 2021 USD ($) | Aug. 17, 2021 | Aug. 16, 2021 USD ($) | Oct. 01, 2018 $ / shares | Dec. 31, 2022 USD ($) Agreement Facility | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 30, 2019 USD ($) | Jun. 30, 2019 USD ($) | Mar. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Sep. 30, 2018 USD ($) | Jun. 30, 2018 USD ($) | Mar. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | Sep. 30, 2021 USD ($) Facility | Dec. 31, 2022 USD ($) Facility Agreement | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | |
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Unrestricted cash | $ 800,000 | $ 800,000 | |||||||||||||||||||||||||||||||
Undeclared preferred stock dividends arrears | 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | 8,997,000 | $ 8,997,000 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | |||||||
Total indebtedness | 52,178,000 | 52,178,000 | |||||||||||||||||||||||||||||||
Deferred financing fees | 1,005,000 | 1,005,000 | |||||||||||||||||||||||||||||||
Net of deferred financing and unamortized discounts, in indebtedness | 1,100,000 | 1,100,000 | |||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 1,800,000 | 1,800,000 | |||||||||||||||||||||||||||||||
(Gain) Loss on extinguishment of debt | $ 452,000 | (146,000) | |||||||||||||||||||||||||||||||
Number of facilities | Facility | 5 | 5 | |||||||||||||||||||||||||||||||
Variable rent recognized and collected | $ 900,000 | ||||||||||||||||||||||||||||||||
Prior leases contracted cash rent | 2,000,000 | ||||||||||||||||||||||||||||||||
Accounts receivable | $ 1,099,000 | 362,000 | 1,099,000 | 362,000 | |||||||||||||||||||||||||||||
Prepayment penalty | 0 | 21,000 | |||||||||||||||||||||||||||||||
Receivables, estimated allowance for uncollectible accounts | 1,298,000 | 177,000 | 1,298,000 | 177,000 | |||||||||||||||||||||||||||||
Gross receivables | 7,587,000 | 2,322,000 | 7,587,000 | 2,322,000 | |||||||||||||||||||||||||||||
Number of skilled nursing facilities | Facility | 3 | ||||||||||||||||||||||||||||||||
Healthcare Services [Member] | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Receivables, estimated allowance for uncollectible accounts | 960,000 | 142,000 | 960,000 | 142,000 | |||||||||||||||||||||||||||||
Gross receivables | 6,493,000 | 880,000 | 6,493,000 | 880,000 | |||||||||||||||||||||||||||||
Mediacaid Overpayment [Member] | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Unrestricted cash | $ 200,000 | 200,000 | 200,000 | $ 200,000 | 200,000 | ||||||||||||||||||||||||||||
Powder Springs | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Variable rent recognized and collected | 1,400,000 | ||||||||||||||||||||||||||||||||
Wellington Lease Termination | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Receivables, estimated allowance for uncollectible accounts | $ 1,300,000 | 200,000 | $ 1,300,000 | 200,000 | |||||||||||||||||||||||||||||
CRM | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Number of Consent Agreements | Agreement | 2 | 2 | |||||||||||||||||||||||||||||||
Coosa Credit Facility | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Deferred financing fees | 100,000 | 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Coosa Credit Facility | Coosa Facility | Coosa Nursing ADK, LLC | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Number of licensed beds | Facility | 124 | ||||||||||||||||||||||||||||||||
Coosa Credit Facility | Meadowood Facility | Meadowood Property Holdings, LLC | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Number of licensed beds | Facility | 161 | ||||||||||||||||||||||||||||||||
Coosa MCB Loan | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Deferred financing fees | 100,000 | 100,000 | 100,000 | $ 100,000 | 100,000 | ||||||||||||||||||||||||||||
(Gain) Loss on extinguishment of debt | (100,000) | ||||||||||||||||||||||||||||||||
FountainHead Commercial Capital - PPP Loan | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt Instrument, forgiven | 200,000 | ||||||||||||||||||||||||||||||||
Coosa Facility Refinance | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | 3,500,000 | 3,500,000 | $ 3,500,000 | ||||||||||||||||||||||||||||||
Maturity date | Oct. 01, 2026 | May 01, 2022 | |||||||||||||||||||||||||||||||
KeyBank Exit Notes | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | $ 500,000 | ||||||||||||||||||||||||||||||||
Maturity date | Aug. 25, 2023 | Aug. 25, 2021 | |||||||||||||||||||||||||||||||
Other Non-routine Debt | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||
Routine debt | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1.7 | 1.7 | |||||||||||||||||||||||||||||||
Bond Debt | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 0.1 | 0.1 | |||||||||||||||||||||||||||||||
Promissory Note | Coosa Credit Facility | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | $ 5,100,000 | $ 5,100,000 | $ 5,100,000 | ||||||||||||||||||||||||||||||
Interest rate | 3.95% | 3.95% | 3.95% | ||||||||||||||||||||||||||||||
Maturity date | Oct. 10, 2026 | ||||||||||||||||||||||||||||||||
Refinanced | Metro City Bank | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | $ 5,100,000 | $ 5,100,000 | $ 5,100,000 | ||||||||||||||||||||||||||||||
Maturity date | Jan. 31, 2036 | ||||||||||||||||||||||||||||||||
Refinanced | Metro City Bank | Prime Rate | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Basis spread | 1.50% | ||||||||||||||||||||||||||||||||
HUD Notes | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Deferred financing fees | 200,000 | 200,000 | |||||||||||||||||||||||||||||||
Debt instrument | $ 7,800,000 | ||||||||||||||||||||||||||||||||
Interest rate | 3.97% | ||||||||||||||||||||||||||||||||
(Gain) Loss on extinguishment of debt | (400,000) | ||||||||||||||||||||||||||||||||
Prepayment penalty | 200,000 | ||||||||||||||||||||||||||||||||
HUD Notes | Northwood H U D Note | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2052 | ||||||||||||||||||||||||||||||||
HUD Notes | Greenfield HUD Note | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2050 | ||||||||||||||||||||||||||||||||
HUD Notes | Pavilion HUD Note | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Debt instrument | $ 800,000 | ||||||||||||||||||||||||||||||||
Maturity date | Dec. 01, 2039 | ||||||||||||||||||||||||||||||||
Retire or Refinance of Series A Preferred Stock | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Cost associated with retire or refinance of outstanding shares | 1,300,000 | 1,200,000 | |||||||||||||||||||||||||||||||
10.875% Series A Cumulative Redeemable Preferred Stock | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ 45,900,000 | ||||||||||||||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | |||||||||||||||||||||||||||||||
Dividends payable, preferred stock | $ / shares | $ 3.20 | ||||||||||||||||||||||||||||||||
Accounts receivable | 7,600,000 | $ 7,600,000 | |||||||||||||||||||||||||||||||
Healthcare Services Segment | |||||||||||||||||||||||||||||||||
Management's plan for increasing liquidity | |||||||||||||||||||||||||||||||||
Bed taxes | 1,300,000 | 1,300,000 | |||||||||||||||||||||||||||||||
Receivables, estimated allowance for uncollectible accounts | 500,000 | 1,800,000 | 500,000 | 1,800,000 | |||||||||||||||||||||||||||||
Gross receivables | $ 6,500,000 | $ 900,000 | $ 6,500,000 | $ 900,000 | |||||||||||||||||||||||||||||
Number of facilities operated | Facility | 2 |
Cash, Restricted Cash and Inv_3
Cash, Restricted Cash and Investments - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash And Investments [Line Items] | |||
Cash | $ 843 | $ 6,792 | |
Restricted cash: | |||
Cash collateral | 135 | 125 | |
HUD and other replacement reserves | 2,155 | 1,914 | |
Escrow deposits | 459 | 700 | |
Restricted investments for debt obligations | 317 | 317 | |
Total restricted cash | 3,066 | 3,056 | |
Total cash and restricted cash | $ 3,909 | $ 9,848 | $ 7,492 |
Cash, Restricted Cash and Inv_4
Cash, Restricted Cash and Investments - Schedule of Cash and Restricted Cash (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash And Cash Equivalents [Line Items] | ||
Cash | $ 843 | $ 6,792 |
Medicaid Overpayment | ||
Cash And Cash Equivalents [Line Items] | ||
Cash | $ 20 | $ 1,500 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 68,327 | $ 72,965 |
Less: accumulated depreciation and amortization | (21,716) | (22,838) |
Property and equipment, net | 46,611 | 50,127 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 63,746 | 65,695 |
Buildings and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Lives | 5 years | |
Buildings and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Lives | 40 years | |
Equipment and Computer Related | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,807 | 4,494 |
Equipment and Computer Related | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Lives | 2 years | |
Equipment and Computer Related | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Lives | 10 years | |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,774 | $ 2,776 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Property Plant And Equipment [Line Items] | |
Land improvements | $ 0.1 |
Land Improvements | |
Property Plant And Equipment [Line Items] | |
Lives | 7 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Asset impairment charges | $ 0 | $ 0 |
Property and Equipment - Sche_3
Property and Equipment - Schedule of Total Depreciation and Amortization of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,966 | $ 2,153 |
Amortization | 438 | 438 |
Total depreciation and amortization | $ 2,404 | $ 2,591 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Balance at the start of the period | |||
Finite and indefinite lived intangible assets, gross | $ 16,953 | $ 16,953 | |
Finite and indefinite lived intangible assets, accumulated amortization | (4,678) | (4,240) | |
Intangible assets, net carrying amount | 12,275 | 12,713 | |
Amortization expense | (438) | (438) | |
Intangible assets | |||
Goodwill, Gross | 1,585 | 1,585 | |
Goodwill | 1,585 | 1,585 | |
Bed Licenses Separable | |||
Balance at the start of the period | |||
Finite and indefinite lived intangible assets, gross | 2,471 | 2,471 | |
Intangible assets, net carrying amount | 2,471 | 2,471 | |
Bed Licenses Included In Property And Equipment | |||
Balance at the start of the period | |||
Finite and indefinite lived intangible assets, gross | [1] | 14,276 | 14,276 |
Finite and indefinite lived intangible assets, accumulated amortization | [1] | (4,583) | (4,168) |
Intangible assets, net carrying amount | [1] | 9,693 | 10,108 |
Amortization expense | [1] | (414) | |
Lease Rights | |||
Balance at the start of the period | |||
Finite and indefinite lived intangible assets, gross | 206 | 206 | |
Finite and indefinite lived intangible assets, accumulated amortization | (96) | (72) | |
Intangible assets, net carrying amount | $ 110 | 134 | |
Amortization expense | $ (24) | ||
[1] Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment ). |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Estimated Amortization Expense for All Definite Lived Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 110 | $ 134 |
Bed Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 414 | |
2024 | 414 | |
2025 | 414 | |
2026 | 414 | |
2027 | 414 | |
Thereafter | 7,623 | |
Total | 9,693 | |
Lease Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 23 | |
2024 | 18 | |
2025 | 18 | |
2026 | 18 | |
2027 | 18 | |
Thereafter | 15 | |
Total | $ 110 |
Leases - Operating Leases - Add
Leases - Operating Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 30, 2022 USD ($) Facility | Dec. 31, 2022 Facility | Dec. 31, 2021 Facility | |
Lessee, Lease, Description [Line Items] | |||
Number of SNFs under non-cancelable operating leases | 9 | ||
Covington, Ohio | |||
Lessee, Lease, Description [Line Items] | |||
Number of SNFs under non-cancelable operating leases | 1 | ||
Weighted average remaining lease term | 5 years 7 months 6 days | ||
Lease Termination Agreement | |||
Lessee, Lease, Description [Line Items] | |||
Number of Nursing Facilities | 8 | ||
Promissory Note | Lease Termination Agreement | |||
Lessee, Lease, Description [Line Items] | |||
Debt instrument | $ | $ 2,700,000 | ||
Interest rate | 6.25% | ||
Term of note | 24 months |
Leases - Facilities Leased to t
Leases - Facilities Leased to the Company - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Jan. 11, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) Facility | Aug. 01, 2015 | |
Lessee Lease Description [Line Items] | ||||
Number of SNFs under non-cancelable operating leases | Facility | 9 | |||
Covington Forbearance Agreement | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease, escalation percentage, renewal term, percentage | 102% | |||
Decrease in base rent | $ 0.8 | |||
Relief from outstanding lease amounts | $ 0.5 | |||
Portions of rent due | Covington has released the Company of 2/3 of the Rent Due and will release the remaining 1/3 of Rent Due on December 31, 2023, assuming the Company and its sublessee remains in compliance with the lease. During each of December 2021 and December 2022, the Company recognized approximately $0.1 million as a reduction of “Facility rent expense” on our consolidated statements of operations from the respective portions of forgiven rent. | |||
Reduction in facility rent expense | $ 0.1 | $ 0.1 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) | |
Future Rental Payments [Abstract] | ||
2023 | $ 648 | |
2024 | 633 | |
2025 | 645 | |
2026 | 658 | |
2027 | 671 | |
Thereafter | 915 | |
Total | 4,170 | |
Accretion of Lease Liability [Abstract] | ||
2023 | 54 | [1] |
2024 | 73 | [1] |
2025 | 118 | [1] |
2026 | 162 | [1] |
2027 | 203 | [1] |
Thereafter | 334 | [1] |
Total | 944 | [1] |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 | 594 | |
2024 | 560 | |
2025 | 527 | |
2026 | 496 | |
2027 | 468 | |
Thereafter | 581 | |
Lessee, Operating Lease, Liability, to be Paid, Total | $ 3,226 | |
[1] Weighted average discount rate 7.98 % |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments (Parenthetical) (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted average discount rate | 7.98% |
Leases - Facilities Leased or S
Leases - Facilities Leased or Subleased by the Company - Additional Information (Details) | 12 Months Ended | 96 Months Ended | ||||||||
Nov. 01, 2022 USD ($) Agreement | Jan. 01, 2021 | Feb. 28, 2019 USD ($) | Dec. 01, 2018 Bed Facility | Nov. 30, 2018 Facility | Dec. 31, 2022 USD ($) Facility Bed Agreement | Dec. 31, 2021 USD ($) Facility | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) Facility Bed Agreement | Dec. 31, 2019 USD ($) | |
Operating Leased Assets [Line Items] | ||||||||||
Number of leased or subleased facilities | Facility | 11 | 20 | ||||||||
Number of skilled nursing facilities sub leased | Facility | 8 | |||||||||
Lessor operating lease existence of option to extend | true | true | ||||||||
Lessor, operating lease, number of optional extensions | Each sublease has an initial term of 10 years, with renewal options | |||||||||
Number of facilities | Facility | 5 | 5 | ||||||||
Gross receivables | $ | $ 7,587,000 | $ 2,322,000 | $ 7,587,000 | |||||||
Number of SNFs under non-cancelable operating leases | Facility | 9 | |||||||||
Bad debt expense | $ | $ 4,916,000 | $ 182,000 | ||||||||
Lease initial term | 10 years | |||||||||
Number of managed SNFs | Facility | 8 | |||||||||
Weighted average remaining lease term, Facilities lessor | 5 years 7 months 6 days | |||||||||
Facility rent expense | $ | $ 4,876,000 | $ 6,464,000 | ||||||||
Minimum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Operating lease, escalation percentage | 1% | 1% | ||||||||
Maximum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Operating lease, escalation percentage | 3% | 3% | ||||||||
Aspire | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of facilities | Facility | 5 | |||||||||
Number of subleased facilities | Facility | 5 | |||||||||
PS Sublease | Powder Springs | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lessor operating lease existence of option to extend | true | |||||||||
Covington Care Center | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease, expiration date | Nov. 30, 2028 | |||||||||
Number of beds in skilled nursing facility | Facility | 94 | |||||||||
Covington Care Center | Minimum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Straight-line rent receivable | $ | $ 500,000 | $ 400,000 | ||||||||
Eaglewood ALF | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of beds in skilled nursing facility | Facility | 80 | |||||||||
Eaglewood ALF | Minimum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Straight-line rent receivable | $ | $ 600,000 | 500,000 | ||||||||
Eaglewood Care Center | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease, expiration date | Nov. 30, 2028 | |||||||||
Number of beds in skilled nursing facility | Bed | 99 | |||||||||
Eaglewood Care Center | Minimum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Straight-line rent receivable | $ | 400,000 | |||||||||
Hearth And Care Of Greenfield | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease, expiration date | Nov. 30, 2023 | |||||||||
Number of beds in skilled nursing facility | Bed | 50 | |||||||||
Lease initial term | 5 years | |||||||||
Operating lease, minimum annual rent escalation percentage | 1% | |||||||||
Hearth And Care Of Greenfield | Minimum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Straight-line rent receivable | $ | 200,000 | |||||||||
The Pavilion Care Center | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease, expiration date | Nov. 30, 2028 | |||||||||
Number of beds in skilled nursing facility | Bed | 50 | |||||||||
The Pavilion Care Center | Minimum | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Straight-line rent receivable | $ | $ 200,000 | |||||||||
Symmetry | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease agreement expiration year | 2030 | |||||||||
Symmetry | Mountain Trace Facility | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of beds in skilled nursing facility | Bed | 106 | 106 | ||||||||
Symmetry | Sumter Facility | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of beds in skilled nursing facility | Bed | 96 | 96 | ||||||||
Symmetry | Georgetown Facility | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of beds in skilled nursing facility | Bed | 84 | 84 | ||||||||
Vero Health Lease | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease initial term | 10 years | |||||||||
Lease start date | Mar. 01, 2019 | |||||||||
Rent per year | $ | $ 500,000 | |||||||||
Operating lease, escalation percentage | 2.50% | |||||||||
Oak Hollow Health Management, LLC | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Lease initial term | 10 years | |||||||||
Number of lease agreements | Agreement | 2 | |||||||||
Georgetown Health Rehab | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Facility rent expense | $ | $ 300,000 | |||||||||
Sumter Valley Health Rehab | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Facility rent expense | $ | $ 400,000 | |||||||||
Georgetown and Sumter | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Operating lease, minimum annual rent escalation percentage | 2.50% | |||||||||
CRM | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of leased facilities | Facility | 6 | |||||||||
Number of Consent Agreements | Agreement | 2 | 2 | ||||||||
Third Party Operators | ||||||||||
Operating Leased Assets [Line Items] | ||||||||||
Number of sublease agreements executed, owned by company | Facility | 12 |
Leases - Schedule of Future M_3
Leases - Schedule of Future Minimum Lease Receivables from Company's Facilities Leased and Subleased to Third Party Tenants (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2023 | $ 6,256 |
2024 | 5,445 |
2025 | 6,187 |
2026 | 6,034 |
2027 | 5,362 |
Thereafter | 11,605 |
Total | $ 40,888 |
Leases - Future Minimum Lease R
Leases - Future Minimum Lease Receivables - Additional Information (Details) | Dec. 31, 2022 |
Minimum | |
Operating Leased Assets [Line Items] | |
Operating lease, escalation percentage, initial term, percentage | 1% |
Maximum | |
Operating Leased Assets [Line Items] | |
Operating lease, escalation percentage, initial term, percentage | 3% |
Leases - Schedule of Future M_4
Leases - Schedule of Future Minimum Lease Receivables Leases to Third-Parties (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 6,256 | |
Eaglewood Village | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire Regional Partners | [1] |
Lease, expiration date | Nov. 30, 2028 | |
Annual rent, per agreement | $ 630 | |
Eaglewood Care Center | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire Regional Partners | [1] |
Lease, expiration date | Nov. 30, 2028 | |
Annual rent, per agreement | $ 813 | |
Hearth And Care Of Greenfield | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire Regional Partners | [1] |
Lease, expiration date | Nov. 30, 2023 | |
Annual rent, per agreement | $ 311 | |
The Pavilion Care Center | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire Regional Partners | [1] |
Lease, expiration date | Nov. 30, 2028 | |
Annual rent, per agreement | $ 340 | |
Autumn Breeze | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | [1] |
Annual rent, per agreement | $ 962 | |
Autumn Breeze Healthcare Center | ||
Operating Leased Assets [Line Items] | ||
Lease, expiration date | Sep. 30, 2025 | |
Coosa Valley Health Care | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | C.R. Management | [1] |
Lease, expiration date | Aug. 31, 2030 | |
Annual rent, per agreement | $ 1,072 | |
Georgetown Healthcare & Rehabilitation | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | 337 | |
Mountain Trace Rehabilitation and Nursing Center | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | 528 | |
Sumter Valley Nursing and Rehab Center | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 450 | |
Georgetown Health | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Oak Hollow Healthcare Management | [1] |
Lease, expiration date | Oct. 31, 2032 | |
Mountain Trace Rehab | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Vero Health Management | [1] |
Lease, expiration date | Feb. 28, 2029 | |
Sumter Valley Nursing | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Oak Hollow Healthcare Management | [1] |
Lease, expiration date | Oct. 31, 2032 | |
Owned Facilities | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 5,443 | |
Covington Care Center | ||
Operating Leased Assets [Line Items] | ||
Operator Affiliation | Aspire Regional Partners | [1] |
Lease, expiration date | Nov. 30, 2028 | |
Annual rent, per agreement | $ 813 | |
Leased Facilities | ||
Operating Leased Assets [Line Items] | ||
Annual rent, per agreement | $ 813 | |
[1] Represents the number of facilities which are leased or subleased to separate tenants, which tenants are affiliates of the entity named in the table above. |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables And Accruals [Line Items] | |||
Accrued employee benefits and payroll related | $ 539 | $ 343 | |
Real estate and other taxes | [1] | 2,428 | 1,391 |
Self-insured reserve | 80 | 162 | |
Accrued interest | 210 | 206 | |
Unearned rental revenue | 43 | 192 | |
Medicaid overpayment - Healthcare Services | 169 | 1,529 | |
Other accrued expenses | 1,567 | 1,164 | |
Total | $ 5,036 | $ 4,987 | |
[1] ncludes approximately $ 0.7 million of bed taxes in arrears related to the Wellington Transition in 2020 as well as $ 1.3 million of our own dates of operation under the Healthcare Services segment and approximately $ 0.3 million property tax accrual for the twelve months ended December 31, 2022 for the Real Estate segment. |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Healthcare Services Segment | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 1.3 | |
Accrued property tax | $ 0.3 | |
Real Estate Services | ||
Payables And Accruals [Line Items] | ||
Accrued property tax | 0.3 | |
Wellington Transition | Healthcare Services Segment | ||
Payables And Accruals [Line Items] | ||
Bed taxes | $ 0.7 | $ 0.7 |
Notes Payable and Other Debt -
Notes Payable and Other Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 53,302 | $ 54,178 |
Deferred financing costs | (1,005) | (1,177) |
Unamortized discount on bonds | (119) | (125) |
Notes payable and other debt | 52,178 | 52,876 |
Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 29,782 | 30,178 |
Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 7,526 | 7,824 |
Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 580 | 602 |
Senior debt Bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 6,253 | 6,379 |
Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 8,266 | 8,601 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 895 | $ 594 |
Notes Payable and Other Debt _2
Notes Payable and Other Debt - Details of Long-term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 53,302 | $ 54,178 |
Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 29,782 | 30,178 |
Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 7,526 | 7,824 |
Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 580 | 602 |
Senior debt Bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 6,253 | 6,379 |
Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 8,266 | 8,601 |
Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 29,782 | 30,178 |
Senior Debt Obligations | Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 7,526 | 7,824 |
Senior Debt Obligations | Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 580 | 602 |
Bonds | Senior debt Bonds, net of discount | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | 6,253 | 6,379 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 895 | 594 |
Newpoint Capital | The Pavilion Care Center | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 01, 2039 | |
Interest rate | 3.97% | |
Debt instrument, outstanding amount | $ 835 | 862 |
Newpoint Capital | Hearth And Care Of Greenfield | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Aug. 01, 2050 | |
Interest rate | 3.97% | |
Debt instrument, outstanding amount | $ 1,949 | 1,845 |
Newpoint Capital | Woodland Manor | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Nov. 01, 2052 | |
Interest rate | 3.97% | |
Debt instrument, outstanding amount | $ 4,980 | 4,836 |
Newpoint Capital | Glenvue H&R | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2044 | |
Interest rate | 3.75% | |
Debt instrument, outstanding amount | $ 7,297 | 7,509 |
Newpoint Capital | Georgetown Health | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2046 | |
Interest rate | 2.98% | |
Debt instrument, outstanding amount | $ 3,214 | 3,305 |
KeyBank | Other Debt | ||
Debt Instrument [Line Items] | ||
Maturity date | Aug. 25, 2025 | |
Interest rate | 0% | |
Debt instrument, outstanding amount | $ 495 | 495 |
KeyBank | Autumn Breeze | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 01, 2045 | |
Interest rate | 3.65% | |
Debt instrument, outstanding amount | $ 6,344 | 6,528 |
KeyBank | Sumter Valley | Senior Debt Obligations | Senior debt - guaranteed by HUD | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 01, 2047 | |
Interest rate | 3.70% | |
Debt instrument, outstanding amount | $ 5,163 | 5,293 |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 24, 2036 | |
Effective interest rate (as a percent) | 8% | |
Debt instrument, outstanding amount | $ 3,680 | 3,835 |
Community Bank | Mountain Trace Rehab | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.75% | |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | ||
Debt Instrument [Line Items] | ||
Maturity date | Jul. 27, 2036 | |
Effective interest rate (as a percent) | 7.75% | |
Debt instrument, outstanding amount | $ 3,846 | 3,989 |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by USDA | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | ||
Debt Instrument [Line Items] | ||
Maturity date | Jul. 27, 2036 | |
Effective interest rate (as a percent) | 8.50% | |
Debt instrument, outstanding amount | $ 580 | 602 |
Cadence Bank, NA | Southland Healthcare | Senior Debt Obligations | Senior debt - guaranteed by SBA | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.25% | |
City of Springfield | Eaglewood Care Center | Bonds | Bonds Series A | ||
Debt Instrument [Line Items] | ||
Maturity date | May 01, 2042 | |
Interest rate | 7.65% | |
Debt instrument, outstanding amount | $ 6,253 | 6,379 |
Exchange Bank Of Alabama | Coosa Valley Health Care | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 10, 2026 | |
Effective interest rate (as a percent) | 3.95% | |
Exchange Bank Of Alabama | Coosa Valley Health Care | Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 4,946 | 5,123 |
Exchange Bank Of Alabama | Meadowood Facility | ||
Debt Instrument [Line Items] | ||
Maturity date | Oct. 01, 2026 | |
Effective interest rate (as a percent) | 4.50% | |
Exchange Bank Of Alabama | Meadowood Facility | Senior debt - other mortgage indebtedness | ||
Debt Instrument [Line Items] | ||
Debt instrument, outstanding amount | $ 3,319 | 3,478 |
First Insurance Funding | Other Debt | ||
Debt Instrument [Line Items] | ||
Maturity date | Mar. 01, 2023 | |
Interest rate | 3.65% | |
Debt instrument, outstanding amount | $ 357 | $ 99 |
Marlin Capital Solutions | Other Debt | ||
Debt Instrument [Line Items] | ||
Maturity date | Jun. 01, 2027 | |
Interest rate | 5% | |
Debt instrument, outstanding amount | $ 43 |
Notes Payable and Other Debt _3
Notes Payable and Other Debt - Details of Long-term Debt (Parenthetical) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 30, 2022 | Oct. 21, 2022 Facility | Oct. 01, 2021 | Sep. 30, 2021 USD ($) | May 03, 2021 USD ($) | Apr. 30, 2012 USD ($) | Dec. 31, 2022 USD ($) Facility Bed | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Number of skilled nursing facilities | Facility | 3 | |||||||
Proceeds from issuance of debt | $ 6,600 | |||||||
Unamortized discounts on bonds | $ 119 | $ 125 | ||||||
Meadowood Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date start range | May 01, 2022 | |||||||
Debt instrument maturity date end range | Oct. 01, 2026 | |||||||
Coosa Valley Health Care | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment penalties capped percentage | 5% | |||||||
Prepayment penalties percentage capped thereafter | 1% | |||||||
New fees amount | $ 100 | |||||||
Default interest rate | 5% | |||||||
Prepayment penalties capped percentage in second year | 4% | |||||||
KeyBank | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date start range | Aug. 25, 2023 | |||||||
Debt instrument maturity date end range | Aug. 25, 2025 | |||||||
Senior debt - guaranteed by HUD | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of skilled nursing facilities | Facility | 7 | |||||||
Percentage of debt insured | 100% | |||||||
Senior debt - guaranteed by USDA | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of skilled nursing facilities | Facility | 2 | |||||||
Annual renewal fee for the USDA guarantee (as a percent) | 0.25% | |||||||
Debt Instrument Prepayment Penalties Percentage | 1% | |||||||
Prepayment penalties capped percentage | 1% | |||||||
Prepayment penalties percentage capped, period | 10 years | |||||||
Prepayment penalties percentage capped thereafter | 0% | |||||||
Senior debt - guaranteed by SBA | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of skilled nursing facilities | Facility | 1 | |||||||
Percentage of debt insured | 75% | |||||||
Number of licensed beds | Bed | 126 | |||||||
Senior debt Bonds, net of discount | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of deferred financing costs (in percentage) | 0.10% | |||||||
Series2012 B Bonds | Eaglewood Village | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of debt | 600 | |||||||
Series2012 Bonds | Eaglewood Village | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized discounts on bonds | $ 300 | |||||||
Bond Series B | Bonds | City of Springfield | Eaglewood Care Center | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of debt | $ 100 | |||||||
Senior debt - other mortgage indebtedness | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of deferred financing costs (in percentage) | 0.34% | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of deferred financing costs (in percentage) | 0.09% | |||||||
Minimum | Senior debt - guaranteed by USDA | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of debt insured | 70% | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of deferred financing costs (in percentage) | 0.53% | |||||||
Maximum | Senior debt - guaranteed by USDA | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of debt insured | 80% |
Notes Payable and Other Debt _4
Notes Payable and Other Debt - Additional Information (Details) | Dec. 31, 2022 Credit_instrument |
Debt Disclosure [Abstract] | |
Number of credit related instruments | 16 |
Notes Payable and Other Debt _5
Notes Payable and Other Debt - Summary of the Scheduled Minimum Debt Principal Payments and Maturity Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 1,778 | |
2024 | 1,578 | |
2025 | 2,157 | |
2026 | 8,624 | |
2027 | 1,425 | |
Thereafter | 37,740 | |
Subtotal | 53,302 | $ 54,178 |
Less: unamortized discounts | (119) | $ (125) |
Less: deferred financing costs, net | (1,005) | |
Total notes and other debt | $ 52,178 |
Segment Results - Additional In
Segment Results - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of primary reporting segments | Segment | 2 | |
Description of primary reporting segments | (i) Real Estate Services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners; and (ii) Healthcare Services, which consists of the operation of the Lumber City, LaGrange, Meadowood, Thomasville, Glenvue and the Tara Facilities. | |
Assets | $ 68,580 | $ 105,696 |
Real Estate Services | ||
Segment Reporting Information [Line Items] | ||
Assets | 63,500 | 103,200 |
Healthcare Services Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 5,600 | $ 2,500 |
Segment Results - Summary of Re
Segment Results - Summary of Results of Operations for Reporting Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Rental revenues | $ 12,794 | $ 16,093 |
Total revenues | 35,925 | 26,690 |
Expenses: | ||
Patient care expense | 20,453 | 9,243 |
Facility rent expense | 4,876 | 6,464 |
Cost of management fees | 619 | 672 |
Depreciation and amortization | 2,404 | 2,591 |
General and administrative expense | 4,652 | 3,931 |
Doubtful accounts expense (recovery) | 4,916 | 182 |
Loss on disposal of assets | 1,417 | |
Loss on lease Termination | 1,436 | |
Other operating expenses | 1,974 | 1,074 |
Total expenses | 42,747 | 24,157 |
(Loss) income from operations | (6,822) | 2,533 |
Other (income) expense: | ||
Interest expense, net | 2,529 | 2,669 |
(Gain) Loss on extinguishment of debt | 452 | (146) |
Other (income) expense, net | (2,936) | 1,192 |
Total other (income) expense, net | 45 | 3,715 |
Net loss | (6,867) | (1,182) |
Real Estate Services | ||
Revenues: | ||
Rental revenues | 12,794 | 16,093 |
Total revenues | 13,865 | 17,205 |
Expenses: | ||
Facility rent expense | 4,050 | 5,274 |
Cost of management fees | 619 | 672 |
Depreciation and amortization | 2,371 | 2,575 |
General and administrative expense | 3,458 | 3,427 |
Doubtful accounts expense (recovery) | 4,298 | (78) |
Loss on disposal of assets | 1,296 | |
Loss on lease Termination | 1,436 | |
Other operating expenses | 631 | 1,016 |
Total expenses | 18,159 | 12,886 |
(Loss) income from operations | (4,294) | 4,319 |
Other (income) expense: | ||
Interest expense, net | 2,567 | 2,653 |
(Gain) Loss on extinguishment of debt | 452 | (146) |
Other (income) expense, net | (987) | 1,192 |
Total other (income) expense, net | 2,032 | 3,699 |
Net loss | (6,326) | 620 |
Healthcare Services | ||
Revenues: | ||
Total revenues | 22,060 | 9,485 |
Expenses: | ||
Patient care expense | 20,453 | 9,243 |
Facility rent expense | 826 | 1,190 |
Depreciation and amortization | 33 | 16 |
General and administrative expense | 1,194 | 504 |
Doubtful accounts expense (recovery) | 618 | 260 |
Loss on disposal of assets | 121 | |
Other operating expenses | 1,343 | 58 |
Total expenses | 24,588 | 11,271 |
(Loss) income from operations | (2,528) | (1,786) |
Other (income) expense: | ||
Interest expense, net | (38) | 16 |
Other (income) expense, net | (1,949) | |
Total other (income) expense, net | (1,987) | 16 |
Net loss | (541) | (1,802) |
Patient Care | ||
Revenues: | ||
Patient care, management fees and other revenues | 22,060 | 9,485 |
Patient Care | Healthcare Services | ||
Revenues: | ||
Patient care, management fees and other revenues | 22,060 | 9,485 |
Management Fees | ||
Revenues: | ||
Patient care, management fees and other revenues | 1,045 | 1,021 |
Management Fees | Real Estate Services | ||
Revenues: | ||
Patient care, management fees and other revenues | 1,045 | 1,021 |
Other Revenues | ||
Revenues: | ||
Patient care, management fees and other revenues | 26 | 91 |
Other Revenues | Real Estate Services | ||
Revenues: | ||
Patient care, management fees and other revenues | $ 26 | $ 91 |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Oct. 01, 2018 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares | Mar. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Sep. 30, 2020 USD ($) $ / shares | Jun. 30, 2020 USD ($) $ / shares | Mar. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) $ / shares | Sep. 30, 2019 USD ($) $ / shares | Jun. 30, 2019 USD ($) $ / shares | Mar. 31, 2019 USD ($) $ / shares | Dec. 31, 2018 USD ($) $ / shares | Sep. 30, 2018 USD ($) $ / shares | Jun. 30, 2018 USD ($) $ / shares | Mar. 31, 2018 USD ($) $ / shares | Dec. 31, 2017 USD ($) $ / shares | Sep. 30, 2017 $ / shares | Jun. 30, 2017 $ / shares | Mar. 31, 2017 $ / shares | Dec. 31, 2022 USD ($) Director DividendsPeriod $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 $ / shares | Dec. 31, 2018 USD ($) $ / shares | Dec. 31, 2017 USD ($) $ / shares | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Dividends paid, common stock | $ | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | |||||||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 2,812,000 | 2,812,000 | 2,812,000 | 2,812,000 | |||||||||||||||||||||||||||
Dividend arrears, preferred stock | $ | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 8,997,000 | $ 8,997,000 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | |||||
Dividends paid, preferred stock | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 3.20 | $ 3.20 | $ 3.20 | $ 3.20 | $ 2.84 | $ 0.68 | |
10.875% Series A Cumulative Redeemable Preferred Stock | |||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 2,811,535 | 2,811,535 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 2,811,535 | 2,811,535 | |||||||||||||||||||||||||||||
Redemption price per share | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||||||||||
Dividends paid, preferred stock | $ | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Preferred stock, voting rights | no voting rights but have limited voting rights under certain circumstances, as described in the Charter. | ||||||||||||||||||||||||||||||
Dividend arrears, preferred stock | $ | $ 45,900,000 | ||||||||||||||||||||||||||||||
Cumulative preferential cash dividend rate | 10.875% | ||||||||||||||||||||||||||||||
Stated liquidation preference | $ / shares | $ 25 | $ 25 | |||||||||||||||||||||||||||||
Dividends paid, preferred stock | $ / shares | $ 3.20 | $ 2.72 | |||||||||||||||||||||||||||||
Number of dividends period | DividendsPeriod | 4 | ||||||||||||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | |||||||||||||||||||||||||||||
Number of additional directors | Director | 2 |
Common and Preferred Stock - Su
Common and Preferred Stock - Summary of Preferred Stock Undeclared Dividends in Arrears (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||
Dividends paid, common stock (in dollars per share) | $ 0.060 | $ 0.055 | $ 0.050 | $ 0.165 | ||||||||||||||||||||||||||||||
Dividend arrears, common stock | $ 60 | $ 55 | $ 50 | $ 165 | ||||||||||||||||||||||||||||||
Dividends paid, preferred stock (in dollars per share) | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 0.68 | $ 3.20 | $ 3.20 | $ 3.20 | $ 3.20 | $ 2.84 | $ 0.68 | ||||
Dividend arrears, preferred stock | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 2,249,000 | $ 2,249,000 | $ 2,250,000 | $ 2,249,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 1,912,000 | $ 8,997,000 | $ 8,997,000 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | ||||||||
Cumulative Total Outstanding | $ 45,885,000 | $ 8,997,000 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 0 | ||
Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants granted | 0 | ||
Employee | Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 0 | ||
Warrants granted | 0 | 0 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, granted during the period | 0 | 0 | |
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 200,000 | ||
2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards made under employee stock option plan | 0 | ||
Number of securities remaining available for future issuance | 155,000 | ||
2011 plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares of the company's stock that may be issued | 168,950 | ||
Additional award granted | 0 | ||
Maximum | 2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares of the company's stock that may be issued | 250,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Recognized Stock Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 233 | $ 481 |
Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 233 | 481 |
Employee | Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 233 | 481 |
Nonemployee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 0 | 0 |
Nonemployee | Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 0 | $ 0 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Company's Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Ending balance (shares) | 13,000 | 13,000 | 13,000 | |
Granted, number of options | 0 | 0 | ||
Exercised, number of options | 0 | 0 | ||
Forfeited, number of options | 0 | 0 | ||
Expired, number of options | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Ending balance (USD per share) | $ 47.53 | $ 47.53 | $ 47.53 | |
Granted, weighted average remaining contrctual term | 0 | 0 | ||
Exercised, weighted average remaining contrctual term | 0 | 0 | ||
Forfeited, weighted average remaining contrctual term | 0 | 0 | ||
Expired, weighted average remaining contrctual term | $ 0 | $ 0 | ||
Additional disclosures | ||||
Outstanding and vested - weighted average remaining contractual life | 1 year 7 months 6 days | 2 years 6 months | 3 years 6 months | |
Outstanding and vested, aggregate intrinsic value | [1] | $ 0 | $ 0 | $ 0 |
[1] Represents the aggregate gain on exercise for vested in-the-money options. |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 13 |
Stock options outstanding, weighted average remaining contractual term (in years) | 1 year 7 months 6 days |
Stock options outstanding, weighted average exercise price (USD per share) | $ 47.53 |
Options exercisable, vested and exercisable (shares) | shares | 13 |
Options exercisable, weighted average exercise price (USD per share) | $ 47.53 |
$15.72 - $47.99 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 9 |
Stock options outstanding, weighted average remaining contractual term (in years) | 2 years |
Stock options outstanding, weighted average exercise price (USD per share) | $ 46.81 |
Options exercisable, vested and exercisable (shares) | shares | 9 |
Options exercisable, weighted average exercise price (USD per share) | $ 46.81 |
Exercise price, minimum (USD per share) | 15.72 |
Exercise price, maximum (USD per share) | $ 47.99 |
$48.00 - $51.60 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding, number (shares) | shares | 4 |
Stock options outstanding, weighted average remaining contractual term (in years) | 9 months 18 days |
Stock options outstanding, weighted average exercise price (USD per share) | $ 48.96 |
Options exercisable, vested and exercisable (shares) | shares | 4 |
Options exercisable, weighted average exercise price (USD per share) | $ 48.96 |
Exercise price, minimum (USD per share) | 48 |
Exercise price, maximum (USD per share) | $ 51.60 |
Stock Based Compensation - Warr
Stock Based Compensation - Warrants Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding and vested at the ending of the period (in shares) | 35 | |||
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding and vested at the ending of the period (in shares) | 35 | 43 | 58 | |
Granted (in shares) | 0 | |||
Exercised (in shares) | 0 | |||
Forfeited (in shares) | 0 | |||
Expired (in shares) | 8 | 15 | ||
Outstanding and vested at the ending of the period (in dollars per share) | $ 53.31 | $ 52.71 | $ 52.09 | |
Granted (in dollars per share) | 0 | 0 | ||
Exercised (in dollars per share) | 0 | 0 | ||
Forfeited (in dollars per share) | 0 | 0 | ||
Expired (in dollars per share) | $ 49.76 | $ 50.28 | ||
Weighted average remaining contractual term (in years) | 1 year 10 months 24 days | 2 years 7 months 6 days | 3 years | |
Aggregate intrinsic value (in dollars) | [1] | $ 0 | $ 0 | |
[1] Represents the aggregate gain on exercise for vested in-the-money warrants. |
Stock Based Compensation - Opti
Stock Based Compensation - Options and Warrants Outstanding by Exercise Price (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding | 35 | ||
Weighted Average Remaining Contractual Term (in years) | 1 year 10 months 24 days | ||
Vested and Exercisable | 35 | ||
Warrant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding | 35 | 43 | 58 |
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 53.31 | $ 52.71 | $ 52.09 |
Warrant | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 53.31 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 53.31 | ||
$36.00 - $47.99 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding | 1 | ||
Weighted Average Remaining Contractual Term (in years) | 9 months 18 days | ||
Vested and Exercisable | 1 | ||
$36.00 - $47.99 | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | $ 36 | ||
$36.00 - $47.99 | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | 47.99 | ||
$36.00 - $47.99 | Warrant | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 47.52 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 47.52 | ||
$48.00 - $59.99 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding | 32 | ||
Weighted Average Remaining Contractual Term (in years) | 1 year 9 months 18 days | ||
Vested and Exercisable | 32 | ||
$48.00 - $59.99 | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | $ 48 | ||
$48.00 - $59.99 | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | 59.99 | ||
$48.00 - $59.99 | Warrant | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 52.50 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 52.50 | ||
$60.00 - $70.80 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants outstanding | 2 | ||
Weighted Average Remaining Contractual Term (in years) | 4 months 24 days | ||
Vested and Exercisable | 2 | ||
$60.00 - $70.80 | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | $ 60 | ||
$60.00 - $70.80 | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Exercise Price (in dollars per share) | 70.80 | ||
$60.00 - $70.80 | Warrant | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 70.80 | ||
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 70.80 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Company's Restricted Stock Activity (Details) - Restricted stock - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares (000's) | ||
Unvested at the beginning of the period (in shares) | 79 | 14 |
Granted (in shares) | 24 | 87 |
Vested (in shares) | (29) | (22) |
Forfeited (in shares) | 23 | 0 |
Unvested at the end of the period (in shares) | 51 | 79 |
Weighted Average Grant Date Fair Value | ||
Unvested at the beginning of the period (in dollars per share) | $ 12.99 | $ 3.60 |
Granted (in dollars per share) | 4.51 | 13.01 |
Vested (in dollars per share) | 13.01 | 7.18 |
Forfeited (in dollars per share) | 12.95 | 0 |
Unvested at the ending of the period (in dollars per share) | $ 8.99 | $ 12.99 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||
Oct. 07, 2021 USD ($) | Oct. 04, 2021 USD ($) | Feb. 28, 2023 Case | Jan. 31, 2022 Case | Dec. 31, 2022 USD ($) Case | Dec. 31, 2021 USD ($) Case | |
Loss Contingencies [Line Items] | ||||||
Self-insured reserve | $ | $ 80,000 | $ 162,000 | ||||
Fair Labor Standards Legal Complaint | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of total unpaid wages | 6% | |||||
Punitive damages for each instance of failure to pay wages owed within thirty days | $ | $ 200 | |||||
Loss contingency, damages sought | Additionally, the plaintiff is seeking, for Putative Class Members, back pay equal to the amount of all unpaid overtime pay for three years preceding October 7, 2021 plus an additional equal amount in liquidation damages, punitive damages of not less than $150.00 for each day the violation continued, an award of 6% of the total unpaid wages or $200.00 for each instance of failure to pay wages owed within thirty days, whichever is greater, attorney’s fees and costs, and any other relief the plaintiff is entitled to. The Company intends to take action most favorable to the Company. There is no guarantee that the Company will prevail in this action. This case has reached a mutually agreed upon settlement. | |||||
Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Offer to settle claims | $ | $ 10,000 | |||||
Maximum | Fair Labor Standards Legal Complaint | ||||||
Loss Contingencies [Line Items] | ||||||
Punitive damages | $ | $ 150 | |||||
Pending Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Pending litigation | 13 | |||||
Pending Litigation | ARKANSAS | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency claims after disposal of facilities | 4 | |||||
Professional and General Liability Actions | ||||||
Loss Contingencies [Line Items] | ||||||
Pending litigation | 10 | |||||
Professional and General Liability Actions | Dismissed Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims dismissed | 2 | |||||
Professional and General Liability Actions | Legacy Action from prior to Transition | ||||||
Loss Contingencies [Line Items] | ||||||
Pending litigation | 1 | |||||
Professional and General Liability Actions | Patient Care that Current or Prior Tenants Provided to their Patients | ||||||
Loss Contingencies [Line Items] | ||||||
Pending litigation | 9 | |||||
Former Patients | ||||||
Loss Contingencies [Line Items] | ||||||
Pending litigation | 1 | |||||
Subsequent Event | Professional and General Liability Actions | Dismissed Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims dismissed | 1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for income taxes | $ 0 | $ 0 | |
Income tax examination description | The Company files federal, state and local income tax returns in the U.S. The Company is generally no longer subject to income tax examinations for years prior to fiscal 2018. | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 91,300,000 | ||
Operating loss carryforwards, valuation allowance | $ 65,300,000 | ||
Operating loss carryforwards, valuation allowance, not subject to expiration | 25,800,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 48,300,000 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effect of Significant Temporary Differences Representing Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Allowance for doubtful accounts | $ 29 | $ 44 |
Accrued expenses | 192 | 143 |
Right of use asset | 800 | 7,919 |
Right of use liability | (706) | (7,388) |
Net operating loss carry forwards | 21,127 | 18,253 |
Property, equipment & intangibles | (3,315) | (2,998) |
Stock based compensation | 175 | 209 |
Self-Insurance Reserve | 20 | 40 |
Interest Expense | 1,862 | 2,300 |
Total deferred tax assets | 20,184 | 18,522 |
Valuation allowance | $ (20,184) | $ (18,522) |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Differences Between Income Taxes Computed at the Federal Statutory Rate and the Provision for Income Taxes (Details) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Federal income tax at statutory rate (as a percent) | 21% | 21% | 21% | 35% |
State and local taxes (as a percent) | 2.20% | (2.60%) | ||
Nondeductible expenses (as a percent) | (1.30%) | (1.70%) | ||
Change in valuation allowance (as a percent) | (21.60%) | (16.70%) | ||
Effective tax rate (as a percent) | 0% | 0% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | |
Oct. 04, 2021 | Feb. 28, 2023 | |
Minimum | ||
Subsequent Event [Line Items] | ||
Offer to settle claims | $ 10,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Employee retention tax credit | $ 1,900,000 | |
Subsequent Event | Symmetry | ||
Subsequent Event [Line Items] | ||
Debt instrument, frequency of periodic payment | 14 monthly payments | |
Monthly installments | $ 29,085 | |
Lump sum payment of remaining promissary note | $ 250,000 |