Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | REGIONAL HEALTH PROPERTIES, INC. |
Entity Central Index Key | 0001004724 |
Entity Primary SIC Number | 6519 |
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 |
City Area Code | (678) |
Local Phone Number | 869-5116 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
ASSETS | |||||
Property and equipment, net | $ 46,109 | $ 46,611 | $ 50,127 | ||
Cash | 2,803 | 843 | [1] | 6,792 | [1] |
Restricted cash | 3,016 | 3,066 | 3,056 | ||
Accounts receivable, net of allowances | 2,915 | 6,289 | 2,145 | ||
Prepaid expenses and other | 495 | 746 | 460 | ||
Notes receivable | 804 | 1,099 | 362 | ||
Intangible assets - bed licenses | 2,471 | 2,471 | 2,471 | ||
Intangible assets - lease rights, net | 104 | 110 | 134 | ||
Right-of-use operating lease assets | 2,763 | 2,848 | 29,909 | ||
Goodwill | 1,585 | 1,585 | 1,585 | ||
Lease deposits and other deposits | 398 | ||||
Straight-line rent receivable | 2,887 | 2,912 | 8,257 | ||
Total assets | 65,952 | 68,580 | 105,696 | ||
LIABILITIES AND EQUITY | |||||
Senior debt, net | 44,857 | 45,163 | 46,043 | ||
Bonds, net | 6,122 | 6,120 | 6,239 | ||
Other debt, net | 533 | 895 | 594 | ||
Accounts payable | 3,159 | 3,293 | 3,749 | ||
Accrued expenses | 5,254 | 5,036 | 4,987 | ||
Operating lease obligation | 3,137 | 3,226 | 32,059 | ||
Other liabilities | 1,085 | 1,131 | 1,629 | ||
Total liabilities | 64,147 | 64,864 | 95,300 | ||
Commitments and Contingencies (Note 13) | |||||
Stockholders’ equity: | |||||
Common stock, value | 62,783 | 62,702 | 62,515 | ||
Preferred stock, value | 62,423 | 62,423 | 62,423 | ||
Accumulated deficit | (123,401) | (121,409) | (114,542) | ||
Total stockholders’ equity | 1,805 | 3,716 | 10,396 | ||
Total liabilities and stockholders’ equity | $ 65,952 | $ 68,580 | $ 105,696 | ||
[1]Includes a Medicaid overpayment of $ .02 1.5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, allowances | $ 1,204 | $ 1,298 | $ 177 |
Common stock and additional paid-in capital, par value | $ 0 | $ 0 | $ 0 |
Common stock and additional paid-in capital, shares authorized | 55,000 | 55,000 | 55,000 |
Common stock and additional paid-in capital, shares issued | 1,884 | 1,775 | 1,775 |
Common stock and additional paid-in capital, shares outstanding | 1,874 | 1,775 | 1,775 |
Preferred stock, par value | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 |
Preferred stock, shares issued | 2,812 | 2,812 | 2,812 |
Preferred stock, shares outstanding | 2,812 | 2,812 | 2,812 |
Preferred stock, redemption amount | $ 70,288 | $ 70,288 | $ 70,288 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||
Total revenues | $ 3,906 | $ 6,648 | $ 35,925 | $ 26,690 |
Expenses: | ||||
Patient care expense | 2,537 | 2,343 | 20,453 | 9,243 |
Facility rent expense | 149 | 1,639 | 4,876 | 6,464 |
Cost of management fees | 141 | 179 | 619 | 672 |
Depreciation and amortization | 510 | 613 | 2,404 | 2,591 |
General and administrative expense | 1,206 | 1,123 | 4,652 | 3,931 |
Doubtful accounts expense (recovery) | 16 | 1,761 | 4,916 | 182 |
Loss on disposal of assets | 1,417 | |||
Loss on lease termination | 1,436 | |||
Other operating expenses | 92 | 329 | 1,974 | 1,074 |
Total expenses | 4,651 | 7,987 | 42,747 | 24,157 |
Loss from operations | (745) | (1,339) | (6,822) | 2,533 |
Other expense: | ||||
Interest expense, net | 680 | 653 | 2,529 | 2,669 |
Other expense, net | 567 | 935 | ||
(Gain) Loss on extinguishment of debt | 452 | (146) | ||
Other (income) expense, net | (2,936) | 1,192 | ||
Total other expense, net | 1,247 | 1,588 | 45 | 3,715 |
Net loss | (1,992) | (2,927) | (6,867) | (1,182) |
Preferred stock dividends - undeclared | (2,249) | (2,250) | (8,997) | (8,997) |
Net loss attributable to Regional Health Properties, Inc. common stockholders | $ (4,241) | $ (5,177) | $ (15,864) | $ (10,179) |
Net loss per share of common stock attributable to Regional Health Properties, Inc. | ||||
Basic and diluted: | $ (2.28) | $ (2.89) | $ (8.93) | $ (5.87) |
Weighted average shares of common stock outstanding: | ||||
Basic and diluted | 1,862 | 1,790 | 1,776 | 1,734 |
Health Care, Patient Service [Member] | ||||
Revenues: | ||||
Other revenues | $ 1,916 | $ 2,311 | $ 22,060 | $ 9,485 |
Rental Revenue [Member] | ||||
Revenues: | ||||
Other revenues | 1,708 | 4,065 | 12,794 | 16,093 |
Management Service [Member] | ||||
Revenues: | ||||
Other revenues | 278 | 265 | 1,045 | 1,021 |
Product and Service, Other [Member] | ||||
Revenues: | ||||
Other revenues | $ 4 | $ 7 | $ 26 | $ 91 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Treasury Stock, Common [Member] | Common Stock Including Additional Paid in Capital [Member] | Preferred Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] | Total |
Balances at Dec. 31, 2020 | $ 1,688 | $ 2,812 | $ 62,041 | $ 62,423 | $ (113,360) | $ 11,104 | |
Stock-based compensation | 87 | 481 | 481 | ||||
Exercises of options and warrants | (1) | (7) | (7) | ||||
Treasury shares, no par value | 1 | ||||||
Net Loss | (1,182) | (1,182) | |||||
Balances at Dec. 31, 2021 | $ 1,775 | $ 2,812 | 62,515 | 62,423 | (114,542) | 10,396 | |
Balance, shares at Dec. 31, 2021 | 1,775 | 2,812 | (1) | ||||
Stock-based compensation | 111 | 111 | |||||
Net Loss | (2,927) | (2,927) | |||||
Exercise of restricted share awards net settlement option | (46) | (46) | |||||
Exercise of restricted share awards net settlement option, shares | (8) | ||||||
Restricted stock issuance | |||||||
Restricted stock issuance, shares | 24 | ||||||
Balances at Mar. 31, 2022 | 62,580 | 62,423 | (117,469) | 7,534 | |||
Balance, shares at Mar. 31, 2022 | 1,799 | 2,812 | (9) | ||||
Balances at Dec. 31, 2021 | $ 1,775 | $ 2,812 | 62,515 | 62,423 | (114,542) | 10,396 | |
Balance, shares at Dec. 31, 2021 | 1,775 | 2,812 | (1) | ||||
Stock-based compensation | 233 | 233 | |||||
Net Loss | (6,867) | (6,867) | |||||
Exercise of restricted share awards net settlement option | (46) | (46) | |||||
Balances at Dec. 31, 2022 | $ 1,775 | $ 2,812 | 62,702 | 62,423 | (121,409) | 3,716 | |
Balance, shares at Dec. 31, 2022 | 1,784 | 2,812 | (9) | ||||
Stock-based compensation | 81 | 81 | |||||
Net Loss | (1,992) | (1,992) | |||||
Restricted stock issuance | |||||||
Restricted stock issuance, shares | 99 | ||||||
Balances at Mar. 31, 2023 | $ 62,783 | $ 62,423 | $ (123,401) | $ 1,805 | |||
Balance, shares at Mar. 31, 2023 | 1,883 | 2,812 | (9) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,992) | $ (2,927) | $ (6,867) | $ (1,182) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 510 | 613 | 2,404 | 2,591 |
Stock-based compensation expense | 81 | 111 | 233 | 481 |
Rent expense (less than) in excess of cash paid | (4) | 60 | ||
Rent expense in excess of cash paid | 122 | 7 | ||
Rent revenue less than (in excess) of cash received | 26 | (440) | (425) | (2,687) |
Amortization of deferred financing costs, debt discounts and premiums | 19 | 22 | 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 | 16 | 1,761 | 4,916 | 182 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 3,357 | (1,696) | (6,677) | 790 |
Prepaid expenses and other assets | 546 | 94 | 197 | 932 |
Accounts payable and accrued expenses | (107) | 950 | (393) | 3,377 |
Other liabilities | 145 | (127) | (497) | 452 |
Net cash provided by (used in) operating activities | 2,597 | (1,579) | (3,596) | 4,894 |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (2) | (80) | (281) | (123) |
Net cash used in investing activities | (2) | (80) | (281) | (123) |
Cash flows from financing activities: | ||||
Proceeds from senior debt | 7,778 | |||
Payment of senior debt | (322) | (408) | (8,830) | (2,266) |
Deferred financing costs | (296) | |||
Payment of other debt | (363) | (219) | (718) | (121) |
Debt extinguishment and issuance costs | (46) | (21) | ||
Proceeds from other debt | 50 | |||
Repurchase of common stock | (46) | (7) | ||
Net cash used in financing activities | (685) | (673) | (2,062) | (2,415) |
Net change in cash and restricted cash | 1,910 | (2,332) | (5,939) | 2,356 |
Cash and restricted cash, beginning | 3,909 | 9,848 | 9,848 | 7,492 |
Cash and restricted cash, ending | 5,819 | 7,516 | 3,909 | 9,848 |
Supplemental disclosure of cash flow information: | ||||
Cash interest paid | 650 | 633 | 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 sale of property and equipment | ||||
Non-cash proceeds from financing | 5,146 | |||
Net proceeds through Lender | ||||
Non-cash gain on PPP Loan forgiveness | 229 | |||
Capture of security deposit and other payables | 38 | |||
Settlement agreements in excess of cash paid | ||||
Reclassification from accounts receivable to notes receivable | 546 | |||
Vendor-financed insurance | $ 606 | $ 1,259 | $ 867 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Description of Business 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). The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2022 audited consolidated financial statements and notes thereto, which are included in the 2022 Form 10-K filed with the SEC on April 14, 2023. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. 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. A reclassification has been made to the stock balances on the consolidated statement of stockholders’ equity in prior periods in order to conform to the current period’s presentation. Variable Interest Entities The Company has a loan receivable with Peach Health, a sublessee. Such agreement creates a variable interest in the 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 entity’s economic performance. Revenue Recognition and Allowances Patient Care Revenue. Revenue from Contracts with Customers Triple-Net Leased Properties. Management Fee Revenues and Other Revenues 50,000 Allowances. Regarding patient reimbursements, the Company assesses the patient receivable based on payor type and age of the receivable amongst several other factors. 1.5% As of March 31, 2023 and December 31, 2022, the Company reserved for approximately 1.2 and $ 1.3 2.9 at and $ 6.3 The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Amounts in 000’s) March 31, December 31, Gross receivables Real Estate Services $ 1,056 $ 1,094 Healthcare Services 3,063 6,493 Subtotal 4,119 7,587 Accounts receivables, gross 4,119 7,587 Allowance Real Estate Services (338 ) (338 ) Healthcare Services (866 ) (960 ) Subtotal (1,204 ) (1,298 ) Allowance for accounts receivables (1,204 ) (1,298 ) Accounts receivable, net of allowance $ 2,915 $ 6,289 Prepaid Expenses and Other As of March 31, 2023 and December 31, 2022 ely 0.5 and 0.7 , respectively, in prepaid expenses and other; the 0.2 decrease Accounts Payable The following table presents the Company’s Accounts payable for the periods presented: SCHEDULE OF ACCOUNTS PAYABLE (Amounts in 000’s) March 31, December 31, Accounts payable Real Estate Services $ 926 $ 797 Healthcare Services 2,233 2,496 Total Accounts payable $ 3,159 $ 3,293 Other Liabilities As of March 31, 2023 and December 31, 2022, the Company had approximatel y 1.1 1.1 Other Expense, net The Company has retained a law firm to evaluate and assist with possible opportunities to improve the Company’s capital structure. See Note 2 – Series A Preferred Exchange Offer. 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 finance lease. As of March 31, 2023, all of the Company’s leased facilities are accounted for as operating leases. 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. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC We report 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 its respective leases with us. Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. The present value of minimum lease payments was calculated on each lease, using a discount rate of 3.85% Leases Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Glenvue and Meadowood facilities. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). For further information, see Note 11 – Commitments and Contingencies – Commitments and Contingencies, Accrued Expenses 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 March 31, 2023 and December 21, 2022 the company determined remaining escheatment liabilities for discontinued operations are $ .8 Net Loss Per Share Basic net loss per share is computed by dividing net 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 net loss per share except that the net 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: SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Share amounts in 000’s) 2023 2022 March 31, (Share amounts in 000’s) 2023 2022 Stock options 13 13 Warrants - employee 34 34 Warrants - non employee 1 5 Total anti-dilutive securities 48 52 The weighted average contractual terms in years for these securities as of March 31, 2023, with no 1.3 1.6 New Accounting Pronouncements Issued But Not Yet Effective The Financial Accounting Standards Board (FASB) has issued amendments to Topic 842, which requires entities to determine whether related party arrangements between entities under common control are leases. The amendments also address the accounting treatment of leasehold improvements associated with common control leases. They require the lessee to amortize leasehold improvements over the useful life of the improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset. If the lessee no longer controls the use of the asset, the leasehold improvements are accounted for as a transfer between entities under common control through an adjustment to equity. These improvements are also subject to impairment guidance in Topic 360, Property, Plant, and Equipment. The amendment is effective for public entities beginning after December 15, 2023. | NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND 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”, 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 90% Triple-Net Leased Properties. Liquidity Leases Management Fee Revenues and Other Revenues 50,000 Allowances. Leases 1.5% As of December 31, 2022, and December 31, 2021, the Company reserved for approximately $ 1.3 0.2 6.3 2.1 The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Amounts in 000’s) December 31, 2022 December 31, 2021 Gross receivables Real Estate Services $ 1,094 $ 1,442 Healthcare Services (a) 6,493 880 Subtotal 7,587 2,322 Accounts receivables, gross 7,587 2,322 Allowance Real Estate Services (338 ) (35 ) Healthcare Services (a) (960 ) (142 ) Subtotal (1,298 ) (177 ) Allowance for accounts receivables (1,298 ) (177 ) Accounts receivable, net of allowance $ 6,289 $ 2,145 (a) At December 31, 2022, our accounts receivable included $ 1.9 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 ASC ASU ASC The following table summarizes real estate tax recognized on our consolidated statements of operations in “ Other Operating Expenses” SCHEDULE OF REAL ESTATE TAX RECOGNIZED 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: SCHEDULE OF ACCOUNTS PAYABLE (Amounts in 000’s) December 31, 2022 December 31, 2021 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 1.6 0.5 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 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 0.5 0.2 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” Report. 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: SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Amounts in 000’s) December 31, 2022 December 31, 2021 Stock options 13 13 Common Stock warrants - employee 34 34 Common Stock warrants - nonemployee 1 9 Total shares 48 56 Antidilutive securities 48 56 The weighted average contractual terms in years for these securities, with no 1.5 1.9 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% 21% 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 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 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 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, ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments—Credit Losses ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, ASU 2016-13, ASU 2016-13 ASU 2016-13 In July 2021, the FASB issued ASU 2021-05—Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments, ASU 2021-05 ASU 2021-05 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 2.4 |
LIQUIDITY
LIQUIDITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Liquidity | ||
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 following the date of this filing. At March 31, 2023, the Company had $ 2.8 During the three months ended March 31, 2023, the Company’s cash provided by operating activities was $ 2.6 Series A Preferred Exchange Offer In 2020, the Company began exploring 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. In February 2022, the Company commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding 10.875% 12.5% Series A Preferred Dividend Suspension On June 8, 2018, the board of directors of Regional (the “Board”) indefinitely suspended quarterly dividend payments on the 10.875% 48.1 12.875% 3.20 Debt As of March 31, 2023, the Company had $ 51.5 1.1 1.5 , approximately $ 1.4 0.1 Debt Extinguishment On December 30, 2022, the Company extended the maturity date on approximately $ 0.5 August 25, 2023 August 25, 2025 Notes Payable and Other Debt. 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 0.2 0.2 The aggregate principal amount of the three HUD Notes is $ 7.8 3.97% 5.0 November 1, 2052 2.0 November 1, 2050 0.8 December 1, 2039 Debt Covenant Compliance At March 31, 2023, 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 COVID-19 Portfolio Stabilization Measures SUMMARY OF LEASE TERMINATION Date Facility Name Former Operator Current Operator April 2022 Meadowood C.R. Management Regional Health (managed by Cavalier Senior Living Operations) August 2022 Glenvue C.R. Management Regional Health For more information, see Note 1 – Organization and Significant Accounting Policies, Leases – Segment Results Capital Requirements Since January, 2021, the Company’s Accounts Receivable, net of allowance and Accounts Payable for the Healthcare Services segment have grown to $ 2.2 2.2 On December 30, 2022, the Company and Spring Valley, LLC (“Spring Valley”) entered into a Lease Termination Agreement (the “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”). Since the termination, management has been focusing on collecting the Accounts Receivable and paying the Accounts Payable associated with the referenced 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 Company’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the Company to meet its obligations as they come due arising 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 Company 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, and the Company’s recurring business operating expenses. The Company concluded 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. | 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. SUMMARY OF LEASE TERMINATION 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 0.2 7.6 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 1.2 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 12.875% 3.20 Debt As of December 31, 2022, the Company had $ 52.2 1.1 1.8 1.7 0.1 0.1 Notes Payable and Other Debt Debt Refinance three Consequently, the Company recorded a net loss of approximately $ 0.4 0.2 0.2 The aggregate principal amount of the three HUD Notes is $ 7.8 3.97% 5.0 November 1, 2052 2.0 November 1, 2050 0.8 December 1, 2039 On September 30, 2021, the Company and the Exchange Bank of Alabama executed a $ 5.1 3.95% October 10, 2026 5.1 1.5% January 31, 2036 124 161 0.1 0.1 Consequently, the Company recorded a net gain of approximately $ 0.1 0.2 0.1 Debt Modification 3.5 May 1, 2022 October 1, 2026 0.5 August 25, 2021 August 25, 2023 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. For more information, please reference Note 6- Leases. During the year ended December 31, 2021, the Company recognized and collected $ 1.4 2.0 .9 Healthcare Services segment. five .5 1.8 0.9 6.5 2 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 AND RESTRICTED CASH
CASH AND RESTRICTED CASH | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
CASH AND RESTRICTED CASH | NOTE 3. CASH AND RESTRICTED CASH The following presents the Company’s cash and restricted cash: SCHEDULE OF CASH AND RESTRICTED CASH (Amounts in 000’s) March 31, December 31, Cash $ 2,803 $ 843 Restricted cash: Cash collateral $ 173 $ 135 HUD and other replacement reserves 2,119 2,155 Escrow deposits 407 459 Restricted investments for debt obligations 317 317 Total restricted cash 3,016 3,066 Total cash and restricted cash $ 5,819 $ 3,909 Cash collateral— HUD and other replacement reserves— Escrow deposits— Restricted cash for debt obligations | NOTE 3. CASH, RESTRICTED CASH, AND INVESTMENTS CASH AND RESTRICTED CASH The following presents the Company’s cash and restricted cash: SCHEDULE OF 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 1.5 Cash collateral— HUD and other replacement reserves— Escrow deposits— Restricted cash for debt obligations— |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | 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: SCHEDULE OF PROPERTY AND EQUIPMENT (Amounts in 000’s) Estimated March 31, December 31, Buildings and improvements 5 40 $ 63,746 $ 63,746 Equipment and computer related 2 10 1,463 1,807 Land (1) — 2,774 2,774 Property and equipment 67,983 68,327 Less: accumulated depreciation and amortization (21,874 ) (21,716 ) Property and equipment, net $ 46,109 $ 46,611 (1) Includes $ 0.1 6.6 The following table summarizes total depreciation and amortization expense three months ended March 31, 2023 and 2022: SCHEDULE OF TOTAL DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT Three Months Ended March 31, (Amounts in 000’s) 2023 2022 Depreciation $ 400 $ 503 Amortization 110 110 Total depreciation and amortization expense $ 510 $ 613 | NOTE 4. PROPERTY AND EQUIPMENT The following table sets forth the Company’s property and equipment: SCHEDULE OF 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 Property and equipment 68,327 72,965 Less: accumulated depreciation and (21,716 ) (22,838 ) Property and equipment, net $ 46,611 $ 50,127 (1) Includes $ 0.1 7 years During the year ended December 31, 2022, and the twelve months ended December 31, 2021, the Company recorded no The following table summarizes total depreciation and amortization for the year ended December 31, 2022, and 2021: SCHEDULE OF TOTAL DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS AND GOODWILL | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets and Goodwill consist of the following: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (1) (2) (2) (Amounts in 000’s) Bed licenses 1) Bed Licenses - (2) Lease Total Goodwill (2) 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 Balances, March 31, 2023 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (4,686 ) — (102 ) (4,788 ) — Net carrying amount $ 9,590 $ 2,471 $ 104 $ 12,165 $ 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 (2) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. The following table summarizes amortization expense for the three months ended March 31, 2023 and 2022: SCHEDULE OF TOTAL AMORTIZATION EXPENSE Three Months Ended March 31, (Amounts in 000’s) 2023 2022 Bed licenses $ 104 $ 104 Lease rights 6 6 Total amortization expense $ 110 $ 110 Expected amortization expense for the years ending December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR ALL DEFINITE LIVED INTANGIBLES (Amounts in 000’s) Bed Lease 2023 $ 311 $ 17 2024 414 18 2025 414 18 2026 414 18 2027 414 18 Thereafter 7,623 15 Total expected amortization expense $ 9,590 $ 104 | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (1) (Amounts in 000’s) Bed licenses (included in property and equipment) 1) Bed Licenses - Separable (2) Lease Rights 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: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR ALL DEFINITE LIVED INTANGIBLES Amounts in (000’s) Bed Licenses Lease Rights - - 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
LEASES | NOTE 6. LEASES Facility Lessee As of March 31, 2023, the Company leased one The remaining lease term for this one facility is approximately 6.1 Future Minimum Lease Payments Future minimum lease payments for the twelve months ending December 31, for each of the next five years and thereafter is as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Amounts in 000’s) Future Accretion of (1) Operating 2023 $ 480 $ (28 ) $ 452 2024 633 (62 ) 571 2025 645 (107 ) 538 2026 658 (152 ) 507 2027 671 (194 ) 477 Thereafter 914 (322 ) 593 Total $ 4,002 $ (865 ) $ 3,137 (1) Weighted average discount rate 3.85 Facilities Lessor As of March 31, 2023, the Company was the less or of 9 11 one nts to the Company. The weighted average remaining lease term for our 10 6.0 Future Minimum Lease Receivables Future minimum lease receivables for the twelve months ending December 31, for each of the next five years and thereafter is as follows: SCHEDULE OF FUTURE MINIMUM LEASE RECEIVABLES (Amounts 2023 $ 4,698 2024 6,187 2025 6,034 2026 5,362 2027 5,445 Thereafter 11,605 Total $ 39,330 For further details regarding the Company’s leased and subleased facilities to third-party operators, including a full summary of the Company’s leases to third-parties and which comprise the future minimum lease receivables of the Company, see Note 6 - Leases | NOTE 6. LEASES Operating Leases As of December 31, 2021, the Company leased a total of nine On December 30, 2022, the Company and Spring Valley entered into a Lease Termination Agreement relating to the lease of the following eight 2,700,000 6.25% 24 months As of December 31, 2022, the Company leases one 5.6 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% 0.8 0.5 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 Future Minimum Lease Payments Future minimum lease payments for each of the next five years ended December 31, and thereafter are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 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 12 eight As of December 31, 2022, the Company leased or subleased 11 eight The weighted average remaining lease term for our facilities is 5.6 Below is a description of the leases with the Company as lessor as of December 31, 2022. Aspire. 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 five year 1% 0.4 0.5 0.4 0.2 0.2 0.5 0.6 Symmetry. 2030 106 96 84 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. March 1, 2019 10 years 0.5 2.5 % Oak Hollow Healthcare Management. two 10 years 0.3 .4 2.5 % C.R. Management. two 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 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 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% 3.0% SCHEDULE OF FUTURE MINIMUM LEASE RECEIVABLES LEASES TO THIRD-PARTIES 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES (Amounts in 000’s) March 31, December 31, Accrued employee benefits and payroll-related $ 433 $ 539 Real estate and other taxes (1) 2,502 2,428 Self-insured reserve 66 80 Accrued interest 223 210 Unearned rental revenue — 43 Medicaid overpayment - Healthcare Services 52 169 Other accrued expenses 1,978 1,567 Total accrued expenses $ 5,254 $ 5,036 (1) March 31, 2023 includes approximately $ 2.2 2.1 | NOTE 7. ACCRUED EXPENSES Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES 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, includes approximately $ 0.7 1.3 0.3 0.7 0.3 |
NOTES PAYABLE AND OTHER DEBT
NOTES PAYABLE AND OTHER DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE AND OTHER DEBT | NOTE 8. NOTES PAYABLE AND OTHER DEBT See Note 8 – Notes Payable and Other Debt Notes payable and other debt consists of the following: SCHEDULE OF NOTES PAYABLE AND OTHER DEBT (Amounts in 000’s) March 31, December 31, Senior debt—guaranteed by HUD $ 29,584 $ 29,782 Senior debt—guaranteed by USDA (1) 7,472 7,526 Senior debt—guaranteed by SBA (2) 572 580 Senior debt—bonds 6,253 6,253 Senior debt—other mortgage indebtedness 8,221 8,266 Other debt 533 895 Subtotal 52,635 53,302 Deferred financing costs (1,005 ) (1,005 ) Unamortized discount on bonds (118 ) (119 ) Notes payable and other debt $ 51,512 $ 52,178 (1) U.S. Department of Agriculture (USDA) (2) 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 (1) March 31, December 31, Senior debt - guaranteed by HUD (2) The Pavilion Care Center Newpoint Capital 12/01/2039 Fixed 3.97 % $ 828 $ 835 Hearth and Care of Greenfield Newpoint Capital 8/01/2050 Fixed 3.97 % 1,939 1,949 Woodland Manor Newpoint Capital 11/01/2052 Fixed 3.97 % 4,958 4,980 Glenvue Newpoint Capital 10/01/2044 Fixed 3.75 % 7,243 7,297 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,297 6,344 Georgetown Newpoint Capital 10/01/2046 Fixed 2.98 % 3,191 3,214 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,128 5,163 Total $ 29,584 $ 29,782 Senior debt - guaranteed by USDA (3) Mountain Trace (4) Community B&T 12/24/2036 Prime + 1.75 9.25 % $ 3,643 $ 3,680 Southland (5) Cadence Bank, NA 07/27/2036 Prime + 1.50 9.00 % 3,829 3,846 Total $ 7,472 $ 7,526 Senior debt - guaranteed by SBA Southland (6) Cadence Bank, NA 07/27/2036 Prime + 2.25 9.75 % 572 580 Total $ 572 $ 580 (1) Represents cash interest rates as of March 31, 2023 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09 0.53 (2) For the seven 100 (3) For the two 70 80 0.25 1 1 10 years 0 (4) 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. (5) 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 (6) For the one 75 (Amounts in 000’s) Facility Lender Maturity Interest Rate (1) March 31, 2023 December 31, 2022 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,253 $ 6,253 (1) Represents cash interest rates as of March 31, 2023. The rates exclude amortization of deferred financing of approximately 0.01 (Amounts in 000’s) Facility Lender Maturity Interest Rate (1) March 31, December 31, Senior debt - other mortgage indebtedness Meadowood (2) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % $ 3,319 $ 3,319 Coosa (3) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % 4,902 4,946 Total $ 8,221 $ 8,266 (1) Represents cash interest rates as of March 31, 2023 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34 (2) 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 October 1, 2026 (3) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 5 5% 4% 1 (Amounts in 000’s) Lender Maturity Interest Rate March 31, December 31, Other debt First Insurance Funding (1) Various 2023 Fixed 3.19 % $ - $ 357 Key Bank (2) 08/25/2025 Fixed 0.00 % 495 495 Marlin Capital Solutions 06/1/2027 Fixed 5.00 % 38 43 Total $ 533 $ 895 (1) Annual Insurance financing primarily for the Company’s directors and officers insurance and professional liability for the facilities where the company is the licensed operator. (2) On December 30, 2022, Key Bank and the Company extended the maturity date from August 25, 2023 August 25, 2025 Debt Covenant Compliance As of March 31, 2023, the Company had 16 As of March 31, 2023, the Company was in compliance with the various financial and administrative covenants under the Company’s outstanding credit related instruments. Scheduled Maturities The schedule below summarizes the scheduled gross maturities as of March 31, 2023 for each of the next five years and thereafter. SCHEDULE OF MATURITY PAYMENTS For the Twelve Months Ended December 31, (Amounts in 000’s) 2023 $ 1,477 2024 1,597 2025 2,175 2026 8,540 2027 1,435 Thereafter 37,412 Subtotal $ 52,635 Less: unamortized discounts (118 ) Less: deferred financing costs, net (1,005 ) Total notes and other debt $ 51,512 | NOTE 8. NOTES PAYABLE AND OTHER DEBT Notes payable and other debt consists of the following: SCHEDULE OF NOTES PAYABLE AND OTHER DEBT (Amounts in 000’s) December 31, 2022 December 31, 2021 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 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 (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: SUMMARY OF DETAILED LISTING OF THE DEBT FACILITIES (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, 2021 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% 0.53% (b) For the seven 100% (c) For the two 70% 80% 0.25% 1% 1% 10 years 0% (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 (g) For one 75% (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, 2021 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% (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 0.6 0.3 (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 (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, 2021 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% (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 October 1, 2026 (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 5% 5% st 4% nd 1% (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2022 December 31, 2021 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 August 25, 2025 Debt Covenant Compliance As of December 31, 2022, the Company had approximately 16 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. SCHEDULE OF MATURITY PAYMENTS (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 |
SEGMENT RESULTS
SEGMENT RESULTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
SEGMENT RESULTS | NOTE 12. SEGMENT RESULTS The Company has two (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 Meadowood and Glenvue 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. SUMMARY OF RESULTS OF OPERATIONS FOR REPORTING SEGMENTS Three Months Ended March 31, Three Months Ended March 31, 2023 2023 2023 2022 2022 2022 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Revenues: Patient care revenues $ — $ 1,916 $ 1,916 $ — $ 2,311 $ 2,311 Rental revenues 1,708 — 1,708 4,065 — 4,065 Management fees 278 — 278 265 — 265 Other revenues 4 — 4 7 — 7 Total revenues 1,990 1,916 3,906 4,337 2,311 6,648 Expenses: Patient care expense — 2,537 2,537 — 2,343 2,343 Facility rent expense 149 — 149 1,341 298 1,639 Cost of management fees 141 — 141 179 — 179 Depreciation and amortization 507 3 510 607 6 613 General and administrative expense 1,042 164 1,206 1,020 103 1,123 Doubtful accounts expense (recovery) — 16 16 1,711 50 1,761 Other operating expenses 79 13 92 289 40 329 Total expenses 1,918 2,733 4,651 5,147 2,840 7,987 Income (loss) from operations 72 (817 ) (745 ) (810 ) (529 ) (1,339 ) Other expense: Interest expense, net 678 2 680 631 22 653 Other expense, net 350 217 567 935 — 935 Total other expense, net 1,028 219 1,247 1,566 22 1,588 Net loss $ (956 ) $ (1,036 ) $ (1,992 ) $ (2,376 ) $ (551 ) $ (2,927 ) $ — Total assets for the Real Estate Services segment and Healthcare Services segment were $ 62.0 3.9 $ 63.4 5.1 | 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 and Glenvue facilities as well as the subleased Lumber City, LaGrange and Thomasville facilities. Accordingly, the Company now has two (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. SUMMARY OF RESULTS OF OPERATIONS FOR REPORTING SEGMENTS (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total 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 were $ 63.5 5.6 Total assets for the Real Estate Services segment and Healthcare Services segment were $ 103.2 2.5 |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
COMMON AND PREFERRED STOCK | NOTE 9. COMMON AND PREFERRED STOCK Common Stock There were no Preferred Stock No As of March 31, 2023, 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 $ 48.1 10.875 25.00 2.72 1.9 four 12.875 3.20 2.2 two As of March 31, 2023, the Company had 2,811,535 The Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, by paying $ 25.00 On February 28, 2022, the Company commenced an offer to exchange any and all of its outstanding 10.875 12.5 | NOTE 10. COMMON AND PREFERRED STOCK Common Stock There were no Preferred Stock As of December 31, 2022, the Company had 2,811,535 25.00 No 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. Dividends The following table summarizes the preferred stock dividends in arrears at December 31, 2022: SUMMARY OF PREFERRED STOCK UNDECLARED DIVIDENDS IN ARREARS Date paid / Arrears date Dividends Per Share 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 10.875% 25.00 2.72 four 12.875% 3.20 two |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK BASED COMPENSATION | NOTE 10. 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 No no 56,000 The 2020 Plan replaced 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 was originally due to expire on March 28, 2021 and provided for a maximum of 168,950 No 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; and (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. In addition, shares of common stock repurchased by the Company on the open market will not be added back to the shares of common stock available for issuance under the 2020 Plan. For the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense as follows: SUMMARY OF RECOGNIZED STOCK BASED COMPENSATION Three Months Ended March 31, (Amounts in 000’s) 2023 2022 Employee compensation: Stock compensation expense $ 81 $ 111 Forfeitures of stock based awards — (46 ) Total employee stock-based compensation expense $ 81 $ 65 For the three months ended March 31, 2023 and 2022, there were no Restricted Stock The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2023: SUMMARY OF COMPANY'S RESTRICTED STOCK ACTIVITY Number of Weighted Avg. Unvested, December 31, 2022 51 $ 8.99 Granted 99 $ 3.61 Vested (26 ) $ 9.06 Forfeited (1 ) $ 13.26 Unvested, March 31, 2023 123 $ 4.75 The remaining unvested shares at March 31, 2023 will vest over the next 1.9 0.6 Common Stock Options The following summarizes the Company’s employee and non-employee stock option activity for the three months ended March 31, 2023: SUMMARY OF COMPANY'S STOCK OPTION ACTIVITY Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 13 $ 47.53 0.5 $ — Granted 24 $ 3.09 9.9 $ — Outstanding and Vested, March 31, 2023 37 $ 18.70 6.8 $ — The following summary information reflects stock options outstanding, vested, and related details as of March 31, 2023: SCHEDULE OF EXERCISE PRICE RANGE Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Weighted Weighted Vested, Weighted $ 3.09 4.00 24 9.9 $ 3.09 24 $ 3.09 $ 15.72 51.60 13 0.5 $ 47.53 13 $ 47.53 Total 37 6.8 $ 18.70 37 $ 18.70 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. No no | 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 no 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 No 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: SUMMARY OF RECOGNIZED STOCK BASED COMPENSATION Amounts in (000’s) 2022 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: SUMMARY OF COMPANY'S STOCK OPTION ACTIVITY Number of Options (000’s) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000’s) (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 no The following summary information reflects stock options outstanding, vested, and related details as of December 31, 2022: SCHEDULE OF EXERCISE PRICE RANGE Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding (000’s) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000’s) Weighted Average Exercise Price $ 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: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY Number of Warrants (000’s) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000’s) (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 no The following summary information reflects warrants outstanding, vested, and related details as of December 31, 2022: SCHEDULE OF EXERCISE PRICE RANGE Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding (000’s) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000’s) Weighted Average Exercise Price $ 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: SUMMARY OF COMPANY'S RESTRICTED STOCK ACTIVITY Number of Shares (000’s) Weighted Average Grant Date Fair Value 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 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 11. 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 March 31, 2023, all of the Company’s facilities operated by Regional or leased and subleased to third-party operators and managed for third-parties are certified by CMS and are operational. See Note 6 - Leases Legal Matters The Company is a 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 it operated SNFs resulted in injury or death to the patients of the Company’s facilities and claims related to professional and general negligence, 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. The Company previously operated, and the Company and its tenants now operate, in an industry that is highly regulated. As such, in the ordinary course of business, the Company and its 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 and 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 or its 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 Claims on behalf of the Company’s Former Patients Prior to the Transition As of March 31, 2023, 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 March 31, 2023, the Company is a defendant in an aggregate of 10 four During the three months ended March 31, 2023, the following professional and general liability action (included in the 10 The resident’s daughter filed suit on behalf of Mr. Shellman 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. 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. The Company established a self-insurance reserve for its professional and general liability claims, included within Accrued expenses on the Company’s consolidated balance sheets of $ 0.1 0.2 0.1 0.1 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 one one 9 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 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 Subsequent Events four 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 ● 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 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 6 200.00 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES There was no At December 31, 2022 and 2021, the tax effect of significant temporary differences representing deferred tax assets and liabilities are as follows: SCHEDULE OF TAX EFFECT OF SIGNIFICANT TEMPORARY DIFFERENCES REPRESENTING DEFERRED TAX ASSETS AND LIABILITIES (Amounts in 000’s) 2022 2021 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: SCHEDULE OF DIFFERENCES BETWEEN INCOME TAXES COMPUTED AT THE FEDERAL STATUTORY RATE AND THE PROVISION FOR INCOME TAXES 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 25.8 65.3 48.3 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and filed with the SEC. Subsequent to quarterend, the Company and its former tenant, SL SNF, LLC are currently negotiating a short-term lease for the Southland facility. The lease is expected to end on November 30, 2024. | 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 29,085 250,000 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 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. |
ORGANIZATION AND SIGNIFICANT _2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business 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. | 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). The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2022 audited consolidated financial statements and notes thereto, which are included in the 2022 Form 10-K filed with the SEC on April 14, 2023. | 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those 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 | Reclassifications Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period’s presentation. A reclassification has been made to the stock balances on the consolidated statement of stockholders’ equity in prior periods in order to conform to the current period’s presentation. | 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”, 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. Revenue from Contracts with Customers Triple-Net Leased Properties. Management Fee Revenues and Other Revenues 50,000 Allowances. Regarding patient reimbursements, the Company assesses the patient receivable based on payor type and age of the receivable amongst several other factors. 1.5% As of March 31, 2023 and December 31, 2022, the Company reserved for approximately 1.2 and $ 1.3 2.9 at and $ 6.3 The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Amounts in 000’s) March 31, December 31, Gross receivables Real Estate Services $ 1,056 $ 1,094 Healthcare Services 3,063 6,493 Subtotal 4,119 7,587 Accounts receivables, gross 4,119 7,587 Allowance Real Estate Services (338 ) (338 ) Healthcare Services (866 ) (960 ) Subtotal (1,204 ) (1,298 ) Allowance for accounts receivables (1,204 ) (1,298 ) Accounts receivable, net of allowance $ 2,915 $ 6,289 | Revenue Recognition and Allowances Patient Care Revenue 90% Triple-Net Leased Properties. Liquidity Leases Management Fee Revenues and Other Revenues 50,000 Allowances. Leases 1.5% As of December 31, 2022, and December 31, 2021, the Company reserved for approximately $ 1.3 0.2 6.3 2.1 The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Amounts in 000’s) December 31, 2022 December 31, 2021 Gross receivables Real Estate Services $ 1,094 $ 1,442 Healthcare Services (a) 6,493 880 Subtotal 7,587 2,322 Accounts receivables, gross 7,587 2,322 Allowance Real Estate Services (338 ) (35 ) Healthcare Services (a) (960 ) (142 ) Subtotal (1,298 ) (177 ) Allowance for accounts receivables (1,298 ) (177 ) Accounts receivable, net of allowance $ 6,289 $ 2,145 (a) At December 31, 2022, our accounts receivable included $ 1.9 |
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 finance lease. As of March 31, 2023, all of the Company’s leased facilities are accounted for as operating leases. 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. In accordance with Accounting Standards Update (“ASU”) ASU 2016-02 Leases ASC ASC We report 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 its respective leases with us. Additionally, we expense certain leasing costs, other than leasing commissions, as they are incurred. The present value of minimum lease payments was calculated on each lease, using a discount rate of 3.85% Leases | 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 ASC ASU ASC The following table summarizes real estate tax recognized on our consolidated statements of operations in “ Other Operating Expenses” SCHEDULE OF REAL ESTATE TAX RECOGNIZED 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: SCHEDULE OF ACCOUNTS PAYABLE (Amounts in 000’s) March 31, December 31, Accounts payable Real Estate Services $ 926 $ 797 Healthcare Services 2,233 2,496 Total Accounts payable $ 3,159 $ 3,293 | Accounts Payable The following table presents the Company’s Accounts payable for the periods presented: SCHEDULE OF ACCOUNTS PAYABLE (Amounts in 000’s) December 31, 2022 December 31, 2021 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 March 31, 2023 and December 31, 2022, the Company had approximatel y 1.1 1.1 | Other Liabilities As of December 31, 2022, and December 31, 2021, the Company had $ 1.1 1.6 0.5 |
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 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 March 31, 2023 and December 31, 2022 ely 0.5 and 0.7 , respectively, in prepaid expenses and other; the 0.2 decrease | Prepaid Expenses and Other As of December 31, 2022, and December 31, 2021, the Company had $ 0.7 0.5 0.2 |
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” Report. | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net 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 net loss per share except that the net 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: SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Share amounts in 000’s) 2023 2022 March 31, (Share amounts in 000’s) 2023 2022 Stock options 13 13 Warrants - employee 34 34 Warrants - non employee 1 5 Total anti-dilutive securities 48 52 The weighted average contractual terms in years for these securities as of March 31, 2023, with no 1.3 1.6 | 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: SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Amounts in 000’s) December 31, 2022 December 31, 2021 Stock options 13 13 Common Stock warrants - employee 34 34 Common Stock warrants - nonemployee 1 9 Total shares 48 56 Antidilutive securities 48 56 The weighted average contractual terms in years for these securities, with no 1.5 1.9 |
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 a law firm to evaluate and assist with possible opportunities to improve the Company’s capital structure. See Note 2 – Series A Preferred Exchange Offer. | 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% 21% 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 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 | |
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. | |
Insurance | Insurance We maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards, including for the operations at the Glenvue and Meadowood facilities. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company has self-insured against professional and general liability claims related to its healthcare operations that were discontinued during 2014 and 2015 in connection with its transition from an owner and operator of healthcare properties to a healthcare property holding and leasing company (the “Transition”). For further information, see Note 11 – Commitments and Contingencies – Commitments and Contingencies, Accrued Expenses | 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 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. |
New Accounting Pronouncements Issued But Not Yet Effective | New Accounting Pronouncements Issued But Not Yet Effective The Financial Accounting Standards Board (FASB) has issued amendments to Topic 842, which requires entities to determine whether related party arrangements between entities under common control are leases. The amendments also address the accounting treatment of leasehold improvements associated with common control leases. They require the lessee to amortize leasehold improvements over the useful life of the improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset. If the lessee no longer controls the use of the asset, the leasehold improvements are accounted for as a transfer between entities under common control through an adjustment to equity. These improvements are also subject to impairment guidance in Topic 360, Property, Plant, and Equipment. The amendment is effective for public entities beginning after December 15, 2023. | 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, ASU 2018-19 Codification Improvements to Topic 326, Financial Instruments—Credit Losses ASU 2019-10 Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, ASU 2016-13, ASU 2016-13 ASU 2016-13 In July 2021, the FASB issued ASU 2021-05—Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments, ASU 2021-05 ASU 2021-05 |
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 March 31, 2023 and December 21, 2022 the company determined remaining escheatment liabilities for discontinued operations are $ .8 | 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 2.4 |
Variable Interest Entities | Variable Interest Entities The Company has a loan receivable with Peach Health, a sublessee. Such agreement creates a variable interest in the 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 entity’s economic performance. |
ORGANIZATION AND SIGNIFICANT _3
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE | The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Amounts in 000’s) March 31, December 31, Gross receivables Real Estate Services $ 1,056 $ 1,094 Healthcare Services 3,063 6,493 Subtotal 4,119 7,587 Accounts receivables, gross 4,119 7,587 Allowance Real Estate Services (338 ) (338 ) Healthcare Services (866 ) (960 ) Subtotal (1,204 ) (1,298 ) Allowance for accounts receivables (1,204 ) (1,298 ) Accounts receivable, net of allowance $ 2,915 $ 6,289 | The following table presents the Company’s Accounts receivable, net of allowance for the periods presented: SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Amounts in 000’s) December 31, 2022 December 31, 2021 Gross receivables Real Estate Services $ 1,094 $ 1,442 Healthcare Services (a) 6,493 880 Subtotal 7,587 2,322 Accounts receivables, gross 7,587 2,322 Allowance Real Estate Services (338 ) (35 ) Healthcare Services (a) (960 ) (142 ) Subtotal (1,298 ) (177 ) Allowance for accounts receivables (1,298 ) (177 ) Accounts receivable, net of allowance $ 6,289 $ 2,145 (a) At December 31, 2022, our accounts receivable included $ 1.9 |
SCHEDULE OF REAL ESTATE TAX RECOGNIZED | The following table summarizes real estate tax recognized on our consolidated statements of operations in “ Other Operating Expenses” SCHEDULE OF REAL ESTATE TAX RECOGNIZED Year Ended December 31, (Amounts in 000’s) 2022 2021 Rental revenues $ 391 $ 464 Other operating expenses $ 391 $ 464 | |
SCHEDULE OF ACCOUNTS PAYABLE | The following table presents the Company’s Accounts payable for the periods presented: SCHEDULE OF ACCOUNTS PAYABLE (Amounts in 000’s) March 31, December 31, Accounts payable Real Estate Services $ 926 $ 797 Healthcare Services 2,233 2,496 Total Accounts payable $ 3,159 $ 3,293 | The following table presents the Company’s Accounts payable for the periods presented: SCHEDULE OF ACCOUNTS PAYABLE (Amounts in 000’s) December 31, 2022 December 31, 2021 Accounts payable Real Estate Services $ 797 $ 2,781 Healthcare Services 2,496 968 Total Accounts payable $ 3,293 $ 3,749 |
SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Share amounts in 000’s) 2023 2022 March 31, (Share amounts in 000’s) 2023 2022 Stock options 13 13 Warrants - employee 34 34 Warrants - non employee 1 5 Total anti-dilutive securities 48 52 | Securities outstanding that were excluded from the computation, because they would have been anti-dilutive were as follows: SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Amounts in 000’s) December 31, 2022 December 31, 2021 Stock options 13 13 Common Stock warrants - employee 34 34 Common Stock warrants - nonemployee 1 9 Total shares 48 56 Antidilutive securities 48 56 |
LIQUIDITY (Tables)
LIQUIDITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Liquidity | ||
SUMMARY OF LEASE TERMINATION | SUMMARY OF LEASE TERMINATION Date Facility Name Former Operator Current Operator April 2022 Meadowood C.R. Management Regional Health (managed by Cavalier Senior Living Operations) August 2022 Glenvue C.R. Management Regional Health | SUMMARY OF LEASE TERMINATION |
CASH AND RESTRICTED CASH (Table
CASH AND RESTRICTED CASH (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
SCHEDULE OF CASH AND RESTRICTED CASH | The following presents the Company’s cash and restricted cash: SCHEDULE OF CASH AND RESTRICTED CASH (Amounts in 000’s) March 31, December 31, Cash $ 2,803 $ 843 Restricted cash: Cash collateral $ 173 $ 135 HUD and other replacement reserves 2,119 2,155 Escrow deposits 407 459 Restricted investments for debt obligations 317 317 Total restricted cash 3,016 3,066 Total cash and restricted cash $ 5,819 $ 3,909 | The following presents the Company’s cash and restricted cash: SCHEDULE OF 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 1.5 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | The following table sets forth the Company’s property and equipment: SCHEDULE OF PROPERTY AND EQUIPMENT (Amounts in 000’s) Estimated March 31, December 31, Buildings and improvements 5 40 $ 63,746 $ 63,746 Equipment and computer related 2 10 1,463 1,807 Land (1) — 2,774 2,774 Property and equipment 67,983 68,327 Less: accumulated depreciation and amortization (21,874 ) (21,716 ) Property and equipment, net $ 46,109 $ 46,611 (1) Includes $ 0.1 6.6 | The following table sets forth the Company’s property and equipment: SCHEDULE OF 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 Property and equipment 68,327 72,965 Less: accumulated depreciation and (21,716 ) (22,838 ) Property and equipment, net $ 46,611 $ 50,127 (1) Includes $ 0.1 7 years |
SCHEDULE OF TOTAL DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT | The following table summarizes total depreciation and amortization expense three months ended March 31, 2023 and 2022: SCHEDULE OF TOTAL DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT Three Months Ended March 31, (Amounts in 000’s) 2023 2022 Depreciation $ 400 $ 503 Amortization 110 110 Total depreciation and amortization expense $ 510 $ 613 | The following table summarizes total depreciation and amortization for the year ended December 31, 2022, and 2021: SCHEDULE OF TOTAL DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | Intangible assets and Goodwill consist of the following: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (1) (2) (2) (Amounts in 000’s) Bed licenses 1) Bed Licenses - (2) Lease Total Goodwill (2) 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 Balances, March 31, 2023 Gross 14,276 2,471 206 16,953 1,585 Accumulated amortization (4,686 ) — (102 ) (4,788 ) — Net carrying amount $ 9,590 $ 2,471 $ 104 $ 12,165 $ 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 (2) The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill. | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (1) (Amounts in 000’s) Bed licenses (included in property and equipment) 1) Bed Licenses - Separable (2) Lease Rights 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 years ending December 31, for all definite-lived intangibles, for each of the next five years and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR ALL DEFINITE LIVED INTANGIBLES (Amounts in 000’s) Bed Lease 2023 $ 311 $ 17 2024 414 18 2025 414 18 2026 414 18 2027 414 18 Thereafter 7,623 15 Total expected amortization expense $ 9,590 $ 104 | 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: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR ALL DEFINITE LIVED INTANGIBLES Amounts in (000’s) Bed Licenses Lease Rights - - 2023 $ 414 $ 23 2024 414 18 2025 414 18 2026 414 18 - - 2027 414 18 Thereafter 7,623 15 Total $ 9,693 $ 110 |
SCHEDULE OF TOTAL AMORTIZATION EXPENSE | The following table summarizes amortization expense for the three months ended March 31, 2023 and 2022: SCHEDULE OF TOTAL AMORTIZATION EXPENSE Three Months Ended March 31, (Amounts in 000’s) 2023 2022 Bed licenses $ 104 $ 104 Lease rights 6 6 Total amortization expense $ 110 $ 110 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments for the twelve months ending December 31, for each of the next five years and thereafter is as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Amounts in 000’s) Future Accretion of (1) Operating 2023 $ 480 $ (28 ) $ 452 2024 633 (62 ) 571 2025 645 (107 ) 538 2026 658 (152 ) 507 2027 671 (194 ) 477 Thereafter 914 (322 ) 593 Total $ 4,002 $ (865 ) $ 3,137 (1) Weighted average discount rate 3.85 | Future minimum lease payments for each of the next five years ended December 31, and thereafter are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Amounts in 000’s) Future rental payments Accretion of lease liability (1) Operating lease obligation 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 | Future minimum lease receivables for the twelve months ending December 31, for each of the next five years and thereafter is as follows: SCHEDULE OF FUTURE MINIMUM LEASE RECEIVABLES (Amounts 2023 $ 4,698 2024 6,187 2025 6,034 2026 5,362 2027 5,445 Thereafter 11,605 Total $ 39,330 | Future Minimum Lease Receivables 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 | SCHEDULE OF FUTURE MINIMUM LEASE RECEIVABLES LEASES TO THIRD-PARTIES 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES (Amounts in 000’s) March 31, December 31, Accrued employee benefits and payroll-related $ 433 $ 539 Real estate and other taxes (1) 2,502 2,428 Self-insured reserve 66 80 Accrued interest 223 210 Unearned rental revenue — 43 Medicaid overpayment - Healthcare Services 52 169 Other accrued expenses 1,978 1,567 Total accrued expenses $ 5,254 $ 5,036 (1) March 31, 2023 includes approximately $ 2.2 2.1 | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES 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, includes approximately $ 0.7 1.3 0.3 0.7 0.3 |
NOTES PAYABLE AND OTHER DEBT (T
NOTES PAYABLE AND OTHER DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF NOTES PAYABLE AND OTHER DEBT | Notes payable and other debt consists of the following: SCHEDULE OF NOTES PAYABLE AND OTHER DEBT (Amounts in 000’s) March 31, December 31, Senior debt—guaranteed by HUD $ 29,584 $ 29,782 Senior debt—guaranteed by USDA (1) 7,472 7,526 Senior debt—guaranteed by SBA (2) 572 580 Senior debt—bonds 6,253 6,253 Senior debt—other mortgage indebtedness 8,221 8,266 Other debt 533 895 Subtotal 52,635 53,302 Deferred financing costs (1,005 ) (1,005 ) Unamortized discount on bonds (118 ) (119 ) Notes payable and other debt $ 51,512 $ 52,178 (1) U.S. Department of Agriculture (USDA) (2) 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 (1) March 31, December 31, Senior debt - guaranteed by HUD (2) The Pavilion Care Center Newpoint Capital 12/01/2039 Fixed 3.97 % $ 828 $ 835 Hearth and Care of Greenfield Newpoint Capital 8/01/2050 Fixed 3.97 % 1,939 1,949 Woodland Manor Newpoint Capital 11/01/2052 Fixed 3.97 % 4,958 4,980 Glenvue Newpoint Capital 10/01/2044 Fixed 3.75 % 7,243 7,297 Autumn Breeze KeyBank 01/01/2045 Fixed 3.65 % 6,297 6,344 Georgetown Newpoint Capital 10/01/2046 Fixed 2.98 % 3,191 3,214 Sumter Valley KeyBank 01/01/2047 Fixed 3.70 % 5,128 5,163 Total $ 29,584 $ 29,782 Senior debt - guaranteed by USDA (3) Mountain Trace (4) Community B&T 12/24/2036 Prime + 1.75 9.25 % $ 3,643 $ 3,680 Southland (5) Cadence Bank, NA 07/27/2036 Prime + 1.50 9.00 % 3,829 3,846 Total $ 7,472 $ 7,526 Senior debt - guaranteed by SBA Southland (6) Cadence Bank, NA 07/27/2036 Prime + 2.25 9.75 % 572 580 Total $ 572 $ 580 (1) Represents cash interest rates as of March 31, 2023 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09 0.53 (2) For the seven 100 (3) For the two 70 80 0.25 1 1 10 years 0 (4) 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. (5) 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 (6) For the one 75 (Amounts in 000’s) Facility Lender Maturity Interest Rate (1) March 31, 2023 December 31, 2022 Senior debt - bonds Eaglewood Bonds Series A City of Springfield, Ohio 05/01/2042 Fixed 7.65 % $ 6,253 $ 6,253 (1) Represents cash interest rates as of March 31, 2023. The rates exclude amortization of deferred financing of approximately 0.01 (Amounts in 000’s) Facility Lender Maturity Interest Rate (1) March 31, December 31, Senior debt - other mortgage indebtedness Meadowood (2) Exchange Bank of Alabama 10/01/2026 Fixed 4.50 % $ 3,319 $ 3,319 Coosa (3) Exchange Bank of Alabama 10/10/2026 Fixed 3.95 % 4,902 4,946 Total $ 8,221 $ 8,266 (1) Represents cash interest rates as of March 31, 2023 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs of 0.34 (2) 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 October 1, 2026 (3) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 5 5% 4% 1 (Amounts in 000’s) Lender Maturity Interest Rate March 31, December 31, Other debt First Insurance Funding (1) Various 2023 Fixed 3.19 % $ - $ 357 Key Bank (2) 08/25/2025 Fixed 0.00 % 495 495 Marlin Capital Solutions 06/1/2027 Fixed 5.00 % 38 43 Total $ 533 $ 895 (1) Annual Insurance financing primarily for the Company’s directors and officers insurance and professional liability for the facilities where the company is the licensed operator. (2) On December 30, 2022, Key Bank and the Company extended the maturity date from August 25, 2023 August 25, 2025 | Notes payable and other debt consists of the following: SCHEDULE OF NOTES PAYABLE AND OTHER DEBT (Amounts in 000’s) December 31, 2022 December 31, 2021 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 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 (a) U.S. Department of Agriculture (“USDA”) (b) U.S. Small Business Administration (“SBA”) |
SUMMARY OF DETAILED LISTING OF THE DEBT FACILITIES | The following is a detailed listing of the debt facilities that comprise each of the above categories: SUMMARY OF DETAILED LISTING OF THE DEBT FACILITIES (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, 2021 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% 0.53% (b) For the seven 100% (c) For the two 70% 80% 0.25% 1% 1% 10 years 0% (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 (g) For one 75% (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, 2021 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% (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 0.6 0.3 (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 (Amounts in 000’s) Facility Lender Maturity Interest Rate (a) December 31, 2022 December 31, 2021 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% (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 October 1, 2026 (c) On September 30, 2021, the Company refinanced the MCB Coosa Loan secured by the Coosa Facility, incurring approximately $ 0.1 5% 5% st 4% nd 1% (Amounts in 000’s) Lender Maturity Interest Rate December 31, 2022 December 31, 2021 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 August 25, 2025 | |
SCHEDULE OF MATURITY PAYMENTS | The schedule below summarizes the scheduled gross maturities as of March 31, 2023 for each of the next five years and thereafter. SCHEDULE OF MATURITY PAYMENTS For the Twelve Months Ended December 31, (Amounts in 000’s) 2023 $ 1,477 2024 1,597 2025 2,175 2026 8,540 2027 1,435 Thereafter 37,412 Subtotal $ 52,635 Less: unamortized discounts (118 ) Less: deferred financing costs, net (1,005 ) Total notes and other debt $ 51,512 | 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. SCHEDULE OF MATURITY PAYMENTS (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 |
SEGMENT RESULTS (Tables)
SEGMENT RESULTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | 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. SUMMARY OF RESULTS OF OPERATIONS FOR REPORTING SEGMENTS Three Months Ended March 31, Three Months Ended March 31, 2023 2023 2023 2022 2022 2022 (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total Revenues: Patient care revenues $ — $ 1,916 $ 1,916 $ — $ 2,311 $ 2,311 Rental revenues 1,708 — 1,708 4,065 — 4,065 Management fees 278 — 278 265 — 265 Other revenues 4 — 4 7 — 7 Total revenues 1,990 1,916 3,906 4,337 2,311 6,648 Expenses: Patient care expense — 2,537 2,537 — 2,343 2,343 Facility rent expense 149 — 149 1,341 298 1,639 Cost of management fees 141 — 141 179 — 179 Depreciation and amortization 507 3 510 607 6 613 General and administrative expense 1,042 164 1,206 1,020 103 1,123 Doubtful accounts expense (recovery) — 16 16 1,711 50 1,761 Other operating expenses 79 13 92 289 40 329 Total expenses 1,918 2,733 4,651 5,147 2,840 7,987 Income (loss) from operations 72 (817 ) (745 ) (810 ) (529 ) (1,339 ) Other expense: Interest expense, net 678 2 680 631 22 653 Other expense, net 350 217 567 935 — 935 Total other expense, net 1,028 219 1,247 1,566 22 1,588 Net loss $ (956 ) $ (1,036 ) $ (1,992 ) $ (2,376 ) $ (551 ) $ (2,927 ) $ — | The table below presents the results of operations for our reporting segments for the periods presented. SUMMARY OF RESULTS OF OPERATIONS FOR REPORTING SEGMENTS (Amounts in 000’s) Real Estate Services Healthcare Services Total Real Estate Services Healthcare Services Total 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 | |
Equity [Abstract] | |
SUMMARY OF PREFERRED STOCK UNDECLARED DIVIDENDS IN ARREARS | The following table summarizes the preferred stock dividends in arrears at December 31, 2022: SUMMARY OF PREFERRED STOCK UNDECLARED DIVIDENDS IN ARREARS Date paid / Arrears date Dividends Per Share 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF RECOGNIZED STOCK BASED COMPENSATION | For the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense as follows: SUMMARY OF RECOGNIZED STOCK BASED COMPENSATION Three Months Ended March 31, (Amounts in 000’s) 2023 2022 Employee compensation: Stock compensation expense $ 81 $ 111 Forfeitures of stock based awards — (46 ) Total employee stock-based compensation expense $ 81 $ 65 | The following table summarizes employee and nonemployee stock-based compensation for the years ended December 31, 2022 and 2021: SUMMARY OF RECOGNIZED STOCK BASED COMPENSATION Amounts in (000’s) 2022 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 three months ended March 31, 2023: SUMMARY OF COMPANY'S STOCK OPTION ACTIVITY Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 13 $ 47.53 0.5 $ — Granted 24 $ 3.09 9.9 $ — Outstanding and Vested, March 31, 2023 37 $ 18.70 6.8 $ — | The following summarizes the Company’s employee and non-employee stock option activity for the years ended December 31, 2022 and 2021: SUMMARY OF COMPANY'S STOCK OPTION ACTIVITY Number of Options (000’s) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000’s) (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 March 31, 2023: SCHEDULE OF EXERCISE PRICE RANGE Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Weighted Weighted Vested, Weighted $ 3.09 4.00 24 9.9 $ 3.09 24 $ 3.09 $ 15.72 51.60 13 0.5 $ 47.53 13 $ 47.53 Total 37 6.8 $ 18.70 37 $ 18.70 | The following summary information reflects stock options outstanding, vested, and related details as of December 31, 2022: SCHEDULE OF EXERCISE PRICE RANGE Stock Options Outstanding Stock Options Exercisable Exercise Price Number Outstanding (000’s) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000’s) Weighted Average Exercise Price $ 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 table summarizes the Company’s restricted stock activity for the three months ended March 31, 2023: SUMMARY OF COMPANY'S RESTRICTED STOCK ACTIVITY Number of Weighted Avg. Unvested, December 31, 2022 51 $ 8.99 Granted 99 $ 3.61 Vested (26 ) $ 9.06 Forfeited (1 ) $ 13.26 Unvested, March 31, 2023 123 $ 4.75 | The following summarizes the Company’s restricted stock activity for the years ended December 31, 2022 and 2021: SUMMARY OF COMPANY'S RESTRICTED STOCK ACTIVITY Number of Shares (000’s) Weighted Average Grant Date Fair Value 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 [Member] | ||
SCHEDULE OF EXERCISE PRICE RANGE | The following summary information reflects warrants outstanding, vested, and related details as of December 31, 2022: SCHEDULE OF EXERCISE PRICE RANGE Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding (000’s) Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Vested and Exercisable (000’s) Weighted Average Exercise Price $ 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: SCHEDULE OF COMMON STOCK WARRANT ACTIVITY Number of Warrants (000’s) Weighted Average Exercise Price Weighted Average Remaining Contract Life (in years) Aggregate Intrinsic Value (000’s) (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: SCHEDULE OF TAX EFFECT OF SIGNIFICANT TEMPORARY DIFFERENCES REPRESENTING DEFERRED TAX ASSETS AND LIABILITIES (Amounts in 000’s) 2022 2021 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: SCHEDULE OF DIFFERENCES BETWEEN INCOME TAXES COMPUTED AT THE FEDERAL STATUTORY RATE AND THE PROVISION FOR INCOME TAXES 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 — % — % |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivables, gross | $ 4,119 | $ 7,587 | $ 2,322 | ||
Allowance for accounts receivables | (1,204) | (1,298) | (177) | ||
Accounts receivable, net of allowance | 2,915 | 6,289 | 2,145 | ||
Real Estate Services [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivables, gross | 1,056 | 1,094 | 1,442 | ||
Allowance for accounts receivables | (338) | (338) | (35) | ||
Healthcare Services [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivables, gross | 3,063 | 6,493 | [1] | 880 | [1] |
Allowance for accounts receivables | $ (866) | $ (960) | [1] | $ (142) | [1] |
[1]At December 31, 2022, our accounts receivable included $ 1.9 |
SCHEDULE OF ACCOUNTS RECEIVAB_2
SCHEDULE OF ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Details) (Parenthetical) $ in Millions | Dec. 31, 2022 USD ($) |
Accounts Receivable [Member] | Healthcare Services [Member] | |
Employee retention tax credit | $ 1.9 |
SCHEDULE OF REAL ESTATE TAX REC
SCHEDULE OF REAL ESTATE TAX RECOGNIZED (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 |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Accounts payable | $ 3,159 | $ 3,293 | $ 3,749 |
Real Estate Services [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Accounts payable | 926 | 797 | 2,781 |
Healthcare Services [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Accounts payable | $ 2,233 | $ 2,496 | $ 968 |
SCHEDULE OF SECURITIES OUTSTAND
SCHEDULE OF SECURITIES OUTSTANDING EXCLUDED FROM COMPUTATION (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 48 | 52 | 48 | 56 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 13 | 13 | 13 | 13 |
Employee Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 34 | 34 | 34 | 34 |
Non Employee Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities | 1 | 5 | 1 | 9 |
ORGANIZATION AND SIGNIFICANT _4
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percentage of revenue recognized from government sources | 90% | ||||
Penalty for service contract non performance | $ 50,000 | $ 50,000 | |||
Percentage of reserve for patient care receivables | 1.50% | 1.50% | |||
Allowance for doubtful accounts | $ 1,204,000 | $ 1,298,000 | $ 177,000 | ||
Accounts receivable, net of allowance | 2,915,000 | 6,289,000 | 2,145,000 | ||
Other liabilities | 1,085,000 | 1,131,000 | 1,629,000 | ||
Lease deposit liability | 500,000 | ||||
Prepaid expenses and other | 500,000 | 700,000 | $ 500,000 | ||
Decrease in Prepaid expenses and other | 200,000 | ||||
Antidilutive securities | $ 0 | $ 0 | |||
Effective income tax rate reconciliation | 21% | 21% | 21% | 35% | |
Weighted average discount rate | 3.85% | 7.98% | |||
Other Nonoperating Income (Expense) [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Disposal group including discontinued operation escheatment liabilities | $ 2,400,000 | ||||
Accrued Liabilities [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Escheatment liabilities | $ 800,000 | $ 800,000 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Antidilutive securities contractual terms | 1 year 3 months 18 days | 1 year 6 months | |||
Warrant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Antidilutive securities contractual terms | 1 year 7 months 6 days | 1 year 10 months 24 days | |||
Directors And Officers [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Decrease in Prepaid expenses and other | $ 200,000 | ||||
Lease Related Intangible Asset [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Remaining amortization period | 7 years | ||||
Intangible Assets Bed Licenses [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Remaining amortization period | 24 years | ||||
Wellington Lease Termination [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Allowance for doubtful accounts | $ 1,300,000 | $ 200,000 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 30, 2022 USD ($) | Dec. 29, 2022 | Oct. 21, 2022 USD ($) Facility | Feb. 28, 2022 | Sep. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) Facility | Aug. 17, 2021 USD ($) | Aug. 16, 2021 | Oct. 01, 2018 $ / shares | Jun. 08, 2018 | Feb. 28, 2022 | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) 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 ($) | Dec. 31, 2017 USD ($) | Dec. 31, 2022 USD ($) Facility | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | |||||
Unrestricted cash | $ 2,800 | $ 800 | $ 800 | ||||||||||||||||||||||||||||||||||||||||
Financing receivable, after allowance for credit loss | 804 | 1,099 | $ 362 | 1,099 | $ 362 | ||||||||||||||||||||||||||||||||||||||
Other expenses | 1,300 | 1,200 | |||||||||||||||||||||||||||||||||||||||||
Undeclared preferred stock dividends arrears | 2,249 | $ 2,249 | $ 2,249 | $ 2,250 | 2,249 | $ 2,249 | $ 2,249 | $ 2,250 | $ 2,249 | $ 2,249 | $ 2,249 | $ 2,250 | $ 2,249 | $ 2,249 | $ 2,249 | $ 2,250 | $ 2,249 | $ 1,912 | $ 1,912 | $ 1,912 | $ 1,912 | 8,997 | 8,997 | $ 8,997 | $ 8,997 | $ 7,985 | $ 1,912 | ||||||||||||||||
Total indebtedness | 51,512 | 52,178 | 52,178 | ||||||||||||||||||||||||||||||||||||||||
Deferred finance costs | 1,100 | 1,100 | |||||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,500 | 1,800 | 1,800 | ||||||||||||||||||||||||||||||||||||||||
Number of skilled nursing facilities | Facility | 3 | ||||||||||||||||||||||||||||||||||||||||||
Net loss on extinguishment of debt | (452) | 146 | |||||||||||||||||||||||||||||||||||||||||
Prepayment penalty | 46 | 21 | |||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | 1,100 | $ 1,005 | 1,005 | ||||||||||||||||||||||||||||||||||||||||
Variable rent recognized and collected | $ 900 | ||||||||||||||||||||||||||||||||||||||||||
Number of facilities | Facility | 5 | 5 | |||||||||||||||||||||||||||||||||||||||||
Accounts receivable, allowance for credit loss, current | 1,204 | $ 1,298 | 177 | $ 1,298 | 177 | ||||||||||||||||||||||||||||||||||||||
Accounts receivable, before allowance for credit loss, current | 4,119 | 7,587 | 2,322 | 7,587 | 2,322 | ||||||||||||||||||||||||||||||||||||||
Cash flow from operations | 2,597 | $ (1,579) | (3,596) | 4,894 | |||||||||||||||||||||||||||||||||||||||
Accounts payable | 3,159 | 3,293 | 3,749 | 3,293 | 3,749 | ||||||||||||||||||||||||||||||||||||||
Healthcare Services [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accounts receivable, allowance for credit loss, current | 866 | 960 | [1] | 142 | [1] | 960 | [1] | 142 | [1] | ||||||||||||||||||||||||||||||||||
Accounts receivable, before allowance for credit loss, current | 3,063 | 6,493 | [1] | 880 | [1] | 6,493 | [1] | 880 | [1] | ||||||||||||||||||||||||||||||||||
Accounts receivable | 2,200 | ||||||||||||||||||||||||||||||||||||||||||
Accounts payable | 2,233 | 2,496 | 968 | 2,496 | 968 | ||||||||||||||||||||||||||||||||||||||
Employee Retention Tax Credit [Member] | |||||||||||||||||||||||||||||||||||||||||||
Cash flow from operations | 2,600 | ||||||||||||||||||||||||||||||||||||||||||
Healthcare Services Segment [Member] | |||||||||||||||||||||||||||||||||||||||||||
Net loss on extinguishment of debt | |||||||||||||||||||||||||||||||||||||||||||
Accounts receivable, allowance for credit loss, current | 500 | 1,800 | 500 | 1,800 | |||||||||||||||||||||||||||||||||||||||
Accounts receivable, before allowance for credit loss, current | $ 6,500 | 900 | $ 6,500 | 900 | |||||||||||||||||||||||||||||||||||||||
Number of facilities operated | Facility | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||
Wellington Tenants [Member] | |||||||||||||||||||||||||||||||||||||||||||
Cash rent | 2,000 | 2,000 | |||||||||||||||||||||||||||||||||||||||||
Powder Springs Facility [Member] | |||||||||||||||||||||||||||||||||||||||||||
Variable rent recognized and collected | 1,400 | ||||||||||||||||||||||||||||||||||||||||||
Coosa MCB Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Net loss on extinguishment of debt | $ 400 | 100 | |||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | $ 100 | $ 100 | $ 100 | 100 | 100 | ||||||||||||||||||||||||||||||||||||||
Coosa Credit Facility [Member] | |||||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | 100 | $ 100 | 100 | ||||||||||||||||||||||||||||||||||||||||
Coosa Credit Facility [Member] | Coosa Facility [Member] | Coosa Nursing ADK LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of licensed beds | Facility | 124 | ||||||||||||||||||||||||||||||||||||||||||
Coosa Credit Facility [Member] | Meadowood [Member] | Meadowood Property Holdings LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of licensed beds | Facility | 161 | ||||||||||||||||||||||||||||||||||||||||||
Fountain Head Commercial Capital PPP Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument, decrease, forgiveness | $ 200 | ||||||||||||||||||||||||||||||||||||||||||
Coosa Facility Refinance [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,500 | $ 3,500 | 3,500 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | May 01, 2022 | Oct. 01, 2026 | |||||||||||||||||||||||||||||||||||||||||
Key Bank Exit Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 500 | $ 500 | |||||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 25, 2025 | Aug. 25, 2023 | Aug. 25, 2023 | Aug. 25, 2021 | |||||||||||||||||||||||||||||||||||||||
Routine Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | $ 1,700 | 1,700 | |||||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 1,400 | ||||||||||||||||||||||||||||||||||||||||||
Other Non Routine Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 100 | 100 | |||||||||||||||||||||||||||||||||||||||||
Bond Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 100 | 100 | |||||||||||||||||||||||||||||||||||||||||
Debt repayments of principal in next 12 months, amortization | 100 | ||||||||||||||||||||||||||||||||||||||||||
HUD Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Net loss on extinguishment of debt | 400 | ||||||||||||||||||||||||||||||||||||||||||
Prepayment penalty | 200 | ||||||||||||||||||||||||||||||||||||||||||
Deferred financing fees | 200 | 200 | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 7,800 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 3.97% | ||||||||||||||||||||||||||||||||||||||||||
HUD Notes [Member] | Northwood HUD Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2052 | ||||||||||||||||||||||||||||||||||||||||||
HUD Notes [Member] | Greenfield HUD Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2050 | ||||||||||||||||||||||||||||||||||||||||||
HUD Notes [Member] | Pavilion HUD Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 800 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 01, 2039 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Coosa Credit Facility [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 5,100 | $ 5,100 | $ 5,100 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 3.95% | 3.95% | 3.95% | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Oct. 10, 2026 | ||||||||||||||||||||||||||||||||||||||||||
Refinanced [Member] | Metro City Bank [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 5,100 | $ 5,100 | $ 5,100 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 1.50% | 1.50% | 1.50% | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 31, 2036 | ||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ 48,100 | $ 45,900 | |||||||||||||||||||||||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | 12.875% | ||||||||||||||||||||||||||||||||||||||||
Dividends payable, amount per share | $ / shares | $ 3.20 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock, fixed interest rate | 10.875% | 10.875% | |||||||||||||||||||||||||||||||||||||||||
Cumulative preferential cash dividend rate | 10.875% | 10.875% | 10.875% | ||||||||||||||||||||||||||||||||||||||||
Increase of preferred dividends rate per share unpaid and undeclared | $ / shares | $ 3.20 | ||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock, fixed interest rate | 12.50% | 12.50% | |||||||||||||||||||||||||||||||||||||||||
Mediacaid Overpayment [Member] | |||||||||||||||||||||||||||||||||||||||||||
Unrestricted cash | $ 200 | $ 200 | 200 | $ 200 | $ 200 | ||||||||||||||||||||||||||||||||||||||
Financing receivable, after allowance for credit loss | $ 7,600 | $ 7,600 | |||||||||||||||||||||||||||||||||||||||||
[1]At December 31, 2022, our accounts receivable included $ 1.9 |
SCHEDULE OF CASH AND RESTRICTED
SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Variable Interest Entity [Line Items] | |||||||
Cash | $ 2,803 | $ 843 | [1] | $ 6,792 | [1] | ||
Restricted cash: | |||||||
HUD and other replacement reserves | 2,119 | 2,155 | 1,914 | ||||
Escrow deposits | 407 | 459 | 700 | ||||
Restricted investments for debt obligations | 317 | 317 | 317 | ||||
Total restricted cash | 3,016 | 3,066 | 3,056 | ||||
Total cash and restricted cash | 5,819 | 3,909 | $ 7,516 | 9,848 | $ 7,492 | ||
Asset Pledged as Collateral without Right [Member] | |||||||
Restricted cash: | |||||||
Cash collateral | $ 173 | $ 135 | $ 125 | ||||
[1]Includes a Medicaid overpayment of $ .02 1.5 |
SCHEDULE OF CASH AND RESTRICT_2
SCHEDULE OF CASH AND RESTRICTED CASH (Details) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash and Cash Equivalents [Line Items] | |||||
Cash | $ 2,803 | $ 843 | [1] | $ 6,792 | [1] |
Medicaid Overpayment [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash | $ 20 | $ 1,500 | |||
[1]Includes a Medicaid overpayment of $ .02 1.5 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 67,983 | $ 68,327 | $ 72,965 | |||
Less: accumulated depreciation and amortization | (21,874) | (21,716) | (22,838) | |||
Property and equipment, net | 46,109 | 46,611 | 50,127 | |||
Building and Building Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 63,746 | 63,746 | $ 65,695 | |||
Building and Building Improvements [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 5 years | 5 years | ||||
Building and Building Improvements [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 40 years | 40 years | ||||
Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 1,463 | 1,807 | $ 4,494 | |||
Equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 2 years | 2 years | ||||
Equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful lives | 10 years | 10 years | ||||
Land [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 2,774 | [1] | $ 2,774 | [1],[2] | $ 2,776 | [2] |
[1]Includes $ 0.1 6.6 0.1 7 years |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Land improvements | $ 0.1 | $ 0.1 |
Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 6 years 7 months 6 days | 7 years |
SCHEDULE OF TOTAL DEPRECIATION
SCHEDULE OF TOTAL DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 400 | $ 503 | $ 1,966 | $ 2,153 |
Amortization | 110 | 110 | 438 | 438 |
Total depreciation and amortization expense | $ 510 | $ 613 | $ 2,404 | $ 2,591 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Tangible asset impairment charges | $ 0 | $ 0 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross | $ 16,953 | $ 16,953 | $ 16,953 | ||||
Goodwill, Gross | 1,585 | [1] | 1,585 | [1] | 1,585 | ||
Accumulated amortization | (4,788) | (4,678) | (4,240) | ||||
Net carrying amount | 12,165 | 12,275 | 12,713 | ||||
Goodwill | 1,585 | 1,585 | 1,585 | ||||
Amortization expense | (110) | $ (110) | (438) | (438) | |||
Bed Licenses Included in Property and Equipment [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross | 14,276 | [2] | 14,276 | [3] | 14,276 | [3] | |
Accumulated amortization | (4,686) | [2] | (4,583) | [3] | (4,168) | [3] | |
Net carrying amount | 9,590 | [2] | 9,693 | [3] | 10,108 | [3] | |
Amortization expense | (104) | (104) | (414) | [3] | |||
Bed Licenses Separable [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross | 2,471 | [1] | 2,471 | [1] | 2,471 | ||
Accumulated amortization | [1] | [1] | |||||
Net carrying amount | 2,471 | [1] | 2,471 | [1] | 2,471 | ||
Amortization expense | |||||||
Lease Agreements [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross | 206 | 206 | 206 | ||||
Accumulated amortization | (102) | (96) | (72) | ||||
Net carrying amount | 104 | $ 110 | 134 | ||||
Amortization expense | $ (6) | $ (6) | $ (24) | ||||
[1]The Company does not amortize indefinite-lived intangibles, which consist of separable bed licenses and goodwill.[2]Non-separable bed licenses are included in property and equipment as is the related accumulated amortization expense (see Note 4 – Property and Equipment Property and Equipment |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR ALL DEFINITE LIVED INTANGIBLES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Total expected amortization expense | $ 104 | $ 110 | $ 134 |
Bed Licenses Included in Property and Equipment [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remainder of Fiscal Year | 311 | ||
Year One | 414 | 414 | |
Year Two | 414 | 414 | |
Year Three | 414 | 414 | |
Year Four | 414 | 414 | |
Year After Four | 7,623 | ||
Year Five | 414 | ||
Thereafter | 7,623 | ||
Total expected amortization expense | 9,590 | ||
Lease Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remainder of Fiscal Year | 17 | ||
Year One | 18 | 23 | |
Year Two | 18 | 18 | |
Year Three | 18 | 18 | |
Year Four | 18 | 18 | |
Year After Four | 15 | ||
Year Five | 18 | ||
Thereafter | $ 15 | ||
Total expected amortization expense | $ 104 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Leases | |||||
Future rental payments 2023 | $ 480 | $ 648 | |||
Accretion of lease liability 2023 | (28) | [1] | (54) | [2] | |
Operating lease obligation 2023 | 452 | 594 | |||
Future rental payments 2024 | 633 | 633 | |||
Accretion of lease liability 2024 | (62) | [1] | (73) | [2] | |
Operating lease obligation 2024 | 571 | 560 | |||
Future rental payments 2025 | 645 | 645 | |||
Accretion of lease liability 2025 | (107) | [1] | (118) | [2] | |
Operating lease obligation 2025 | 538 | 527 | |||
Future rental payments 2026 | 658 | 658 | |||
Accretion of lease liability 2026 | (152) | [1] | (162) | [2] | |
Operating lease obligation 2026 | 507 | 496 | |||
Future rental payments 2027 | 671 | 671 | |||
Accretion of lease liability 2027 | (194) | [1] | (203) | [2] | |
Operating lease obligation 2027 | 477 | 468 | |||
Future rental payments thereafter | 914 | 915 | |||
Accretion of lease liability thereafter | (322) | [1] | (334) | [2] | |
Operating lease obligation thereafter | 593 | $ 581 | |||
Future rental payments | 4,002 | 4,170 | |||
Accretion of lease liability | (865) | [1] | (944) | [2] | |
Operating lease obligation | 3,137 | 3,226 | |||
Future rental payments | $ 4,002 | $ 4,170 | |||
[1]Weighted average discount rate 3.85 7.98% |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) (Parenthetical) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted average discount rate | 3.85% | 7.98% |
SCHEDULE OF FUTURE MINIMUM LE_3
SCHEDULE OF FUTURE MINIMUM LEASE RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2023 | $ 4,698 | $ 6,256 |
2024 | 6,187 | 6,187 |
2025 | 6,034 | 6,034 |
2026 | 5,362 | 5,362 |
2027 | 5,445 | 5,445 |
Thereafter | 11,605 | 11,605 |
Total | $ 39,330 | $ 40,888 |
SCHEDULE OF FUTURE MINIMUM LE_4
SCHEDULE OF FUTURE MINIMUM LEASE RECEIVABLES LEASES TO THIRD-PARTIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Annual rent | $ 6,256 | $ 4,698 | |
Eaglewood Village [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Aspire Regional Partners | |
Lease expiration date | Nov. 30, 2028 | ||
Annual rent | $ 630 | ||
Eaglewood Care Center [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Aspire Regional Partners | |
Lease expiration date | Nov. 30, 2028 | ||
Annual rent | $ 813 | ||
Hearth and Care of Greenfield [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Aspire Regional Partners | |
Lease expiration date | Nov. 30, 2023 | ||
Annual rent | $ 311 | ||
The Pavilion Care Center [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Aspire Regional Partners | |
Lease expiration date | Nov. 30, 2028 | ||
Annual rent | $ 340 | ||
Autumn Breeze Facility [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | C.R. Management | |
Lease expiration date | Sep. 30, 2025 | ||
Annual rent | $ 962 | ||
Coosa Valley Health Care [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | C.R. Management | |
Lease expiration date | Aug. 31, 2030 | ||
Annual rent | $ 1,072 | ||
Georgetown Health [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Oak Hollow Healthcare Management | |
Lease expiration date | Oct. 31, 2032 | ||
Annual rent | $ 337 | ||
Mountain Trace Rehab [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Vero Health Management | |
Lease expiration date | Feb. 28, 2029 | ||
Annual rent | $ 528 | ||
Sumter Valley Nursing and Rehab [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Oak Hollow Healthcare Management | |
Lease expiration date | Oct. 31, 2032 | ||
Annual rent | $ 450 | ||
Owned Facilities [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Annual rent | $ 5,443 | ||
Covington Care Center [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of operator affiliation | [1] | Aspire Regional Partners | |
Lease expiration date | Nov. 30, 2028 | ||
Annual rent | $ 813 | ||
Leased Facilities [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Annual rent | [1] | $ 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. |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 30, 2022 USD ($) Facility | Nov. 01, 2022 USD ($) Agreement | Feb. 28, 2019 USD ($) | Jan. 11, 2019 USD ($) | Dec. 01, 2018 Bed | Nov. 30, 2018 Facility Bed | Mar. 31, 2023 USD ($) Facility | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Facility Bed Agreement | Dec. 31, 2021 USD ($) Facility | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Aug. 01, 2015 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of SNFs under non-cancelable operating leases | 1 | 9 | |||||||||||
Lease term for this one facility | 6 years 1 month 6 days | ||||||||||||
Number of leased or subleased facilities | 11 | 20 | |||||||||||
Operating leases number of skilled nursing facilities sub leased | 8 | ||||||||||||
Number of managed skilled nursing facilities | 8 | ||||||||||||
Owned and subleased out facilities | 6 years | 5 years 7 months 6 days | |||||||||||
Number of facilities | 5 | ||||||||||||
Lessor, operating lease, option to extend | Each sublease has an initial term of 10 years, with renewal options | ||||||||||||
Lessor, operating lease, term of contract | 10 years | ||||||||||||
Facility rent expense | $ | $ 149,000 | $ 1,639,000 | $ 4,876,000 | $ 6,464,000 | |||||||||
Number Of owned facilities lessor | 9 | ||||||||||||
Number of owned facilities | 11 | ||||||||||||
Number of owned facilities sub lessor | 1 | ||||||||||||
Number of owned facilities | 10 | ||||||||||||
Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Operating lease, escalation percentage, initial term, percentage | 1% | ||||||||||||
Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Operating lease, escalation percentage, initial term, percentage | 3% | ||||||||||||
Aspire [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of subleased facilities | 5 | ||||||||||||
Number of facilities | 5 | ||||||||||||
Number of beds in skilled nursing facility | Bed | 94 | ||||||||||||
Third Party Operators [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of sublease agreements executed, owned by company | 12 | ||||||||||||
Covington Ohio [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of SNFs under non-cancelable operating leases | 1 | ||||||||||||
Lease term for this one facility | 5 years 7 months 6 days | ||||||||||||
Covington Forbearance Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Operating lease escalation percentage renewal term percentage | 102% | ||||||||||||
Decrease in base rent | $ | $ 800,000 | ||||||||||||
Decrease In outstanding lease amounts | $ | $ 500,000 | ||||||||||||
Portions of rent due description | 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 operating lease rent expense | $ | $ 100,000 | ||||||||||||
Eaglewood ALF [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 80 | ||||||||||||
Eaglewood ALF [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Straight-line rent receivable | $ | $ 600,000 | $ 500,000 | |||||||||||
Eaglewood Care Center [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 99 | ||||||||||||
Eaglewood Care Center [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Straight-line rent receivable | $ | 400,000 | ||||||||||||
Hearth and Care of Greenfield [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 50 | ||||||||||||
Lessor, operating lease, term of contract | 5 years | ||||||||||||
Operating lease minimum annual rent escalation percentage | 1% | ||||||||||||
Hearth and Care of Greenfield [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Straight-line rent receivable | $ | 200,000 | ||||||||||||
The Pavilion Care Center [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 50 | ||||||||||||
The Pavilion Care Center [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Straight-line rent receivable | $ | 200,000 | ||||||||||||
Covington Care Center [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Straight-line rent receivable | $ | $ 500,000 | $ 400,000 | |||||||||||
Symmetry Health Care [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Lease agreement expiration year | 2030 | ||||||||||||
Symmetry Health Care [Member] | Mountain Trace Facility [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 106 | ||||||||||||
Symmetry Health Care [Member] | Sumter Facility [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 96 | ||||||||||||
Symmetry Health Care [Member] | Georgetown Facility [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of beds in skilled nursing facility | Bed | 84 | ||||||||||||
Vero Health Lease [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Lessor, operating lease, term of contract | 10 years | ||||||||||||
Lease start date | Mar. 01, 2019 | ||||||||||||
Rent per year | $ | $ 500,000 | ||||||||||||
Operating lease, escalation percentage, initial term, percentage | 2.50% | ||||||||||||
Oak Hollow Health Management, LLC [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Lessor, operating lease, term of contract | 10 years | ||||||||||||
Number of lease agreements | Agreement | 2 | ||||||||||||
Facility rent expense | $ | $ 400,000 | ||||||||||||
Georgetown Health Rehab [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Facility rent expense | $ | $ 300,000 | ||||||||||||
Georgetown and Sumter [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Operating lease minimum annual rent escalation percentage | 2.50% | ||||||||||||
CRM [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of consent agreements | Agreement | 2 | ||||||||||||
Lease Termination Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of Nursing Facilities | 8 | ||||||||||||
Lease Termination Agreement [Member] | Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt instrument, face amount | $ | $ 2,700,000 | ||||||||||||
Debt instrument, interest rate | 6.25% | ||||||||||||
Debt instrument, term | 24 months |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Payables and Accruals [Abstract] | ||||||
Accrued employee benefits and payroll-related | $ 433 | $ 539 | $ 343 | |||
Real estate and other taxes | 2,502 | [1] | 2,428 | [1],[2] | 1,391 | [2] |
Self-insured reserve | 66 | 80 | 162 | |||
Accrued interest | 223 | 210 | 206 | |||
Unearned rental revenue | 43 | 192 | ||||
Medicaid overpayment - Healthcare Services | 52 | 169 | 1,529 | |||
Other accrued expenses | 1,978 | 1,567 | 1,164 | |||
Total accrued expenses | $ 5,254 | $ 5,036 | $ 4,987 | |||
[1]March 31, 2023 includes approximately $ 2.2 2.1 0.7 1.3 0.3 0.7 0.3 |
SCHEDULE OF ACCRUED EXPENSES _2
SCHEDULE OF ACCRUED EXPENSES (Details) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Healthcare Services Segment [Member] | |||
Bed taxes | $ 2.2 | $ 2.1 | |
Healthcare Services Segment [Member] | |||
Bed taxes | 1.3 | ||
Accrued property tax | $ 0.3 | ||
Healthcare Services Segment [Member] | Wellington Transition [Member] | |||
Bed taxes | 0.7 | $ 0.7 | |
Real Estate Service Segment [Member] | |||
Accrued property tax | $ 0.3 |
SCHEDULE OF NOTES PAYABLE AND O
SCHEDULE OF NOTES PAYABLE AND OTHER DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 52,635 | $ 53,302 | $ 54,178 | ||||
Deferred financing costs | (1,005) | (1,005) | (1,177) | ||||
Unamortized discount on bonds | (118) | (119) | (125) | ||||
Notes payable and other debt | 51,512 | 52,178 | 52,876 | ||||
Notes payable and other debt | 51,512 | 52,178 | 52,876 | ||||
Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 533 | $ 895 | 594 | ||||
Exchange Bank of Alabama [Member] | Meadowood [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct. 01, 2026 | Oct. 01, 2026 | [1] | ||||
Effective interest rate | 4.50% | [2] | 4.50% | [1],[3] | |||
Exchange Bank of Alabama [Member] | Coosa Valley Health Care [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct. 10, 2026 | Oct. 10, 2026 | [4] | ||||
Effective interest rate | 3.95% | [2] | 3.95% | [3],[4] | |||
First Insurance Funding [Member] | Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 357 | [5] | 99 | [5] | |||
Maturity date | [5] | Mar. 01, 2023 | |||||
Interest rate | 3.19% | 3.65% | [5] | ||||
Maturity date | Various 2023 | ||||||
Key Bank [Member] | Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 495 | $ 495 | [5] | 495 | [5] | ||
Maturity date | Aug. 25, 2025 | Aug. 25, 2025 | [6] | ||||
Interest rate | 0% | 0% | [5] | ||||
Marlin Capital Solutions [Member] | Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 38 | $ 43 | |||||
Maturity date | Jun. 01, 2027 | Jun. 01, 2027 | |||||
Interest rate | 5% | 5% | |||||
Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 29,584 | $ 29,782 | 30,178 | ||||
Senior debt - guaranteed by HUD [Member] | Senior Debt Obligations [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 29,584 | 29,782 | [7] | 30,178 | [7] | ||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | The Pavilion Care Center [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 828 | $ 835 | [7] | 862 | [7] | ||
Maturity date | Dec. 01, 2039 | Dec. 01, 2039 | [7] | ||||
Interest rate | 3.97% | 3.97% | [7],[8] | ||||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | Hearth and Care of Greenfield [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 1,939 | $ 1,949 | [7] | 1,845 | [7] | ||
Maturity date | Aug. 01, 2050 | Aug. 01, 2050 | [7] | ||||
Interest rate | 3.97% | 3.97% | [7],[8] | ||||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | Woodland Manor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 4,958 | $ 4,980 | [7] | 4,836 | [7] | ||
Maturity date | Nov. 01, 2052 | Nov. 01, 2052 | [7] | ||||
Interest rate | 3.97% | 3.97% | [7],[8] | ||||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | Glenvue H&R [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 7,243 | $ 7,297 | [7] | 7,509 | [7] | ||
Maturity date | Oct. 01, 2044 | Oct. 01, 2044 | [7] | ||||
Interest rate | 3.75% | 3.75% | [7],[8] | ||||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | Autumn Breeze Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 6,297 | $ 6,344 | |||||
Maturity date | Jan. 01, 2045 | ||||||
Interest rate | 3.65% | ||||||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | Georgetown Health [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 3,191 | $ 3,214 | [7] | 3,305 | [7] | ||
Maturity date | Oct. 01, 2046 | Oct. 01, 2046 | [7] | ||||
Interest rate | 2.98% | 2.98% | [7],[8] | ||||
Senior debt - guaranteed by HUD [Member] | Newpoint Capital [Member] | Senior Debt Obligations [Member] | Sumter Valley [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 5,128 | $ 5,163 | |||||
Maturity date | Jan. 01, 2047 | ||||||
Interest rate | 3.70% | ||||||
Senior debt - guaranteed by HUD [Member] | Key Bank [Member] | Senior Debt Obligations [Member] | Autumn Breeze Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | [7] | $ 6,344 | 6,528 | ||||
Maturity date | [7] | Jan. 01, 2045 | |||||
Interest rate | [7],[8] | 3.65% | |||||
Senior debt - guaranteed by HUD [Member] | Key Bank [Member] | Senior Debt Obligations [Member] | Sumter Valley [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | [7] | $ 5,163 | 5,293 | ||||
Maturity date | [7] | Jan. 01, 2047 | |||||
Interest rate | [7],[8] | 3.70% | |||||
Senior debt - guaranteed by USDA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 7,472 | [9],[10] | $ 7,526 | [9],[10],[11] | 7,824 | [11] | |
Senior debt - guaranteed by USDA [Member] | Senior Debt Obligations [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 7,472 | 7,526 | [7] | 7,824 | [7] | ||
Senior debt - guaranteed by USDA [Member] | Community Bank [Member] | Senior Debt Obligations [Member] | Mountain Trace Rehab [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 3,643 | $ 3,680 | [12],[13] | 3,835 | [12],[13] | ||
Maturity date | Dec. 24, 2036 | Dec. 24, 2036 | [12],[13] | ||||
Interest rate | 9.25% | 8% | [8],[12],[13] | ||||
Senior debt - guaranteed by USDA [Member] | Community Bank [Member] | Senior Debt Obligations [Member] | Mountain Trace Rehab [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 1.75% | 1.75% | [12],[13] | ||||
Senior debt - guaranteed by USDA [Member] | Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 3,829 | $ 3,846 | [12],[14] | 3,989 | [12],[14] | ||
Maturity date | Jul. 27, 2036 | Jul. 27, 2036 | [12],[14] | ||||
Interest rate | 9% | 7.75% | [8],[12],[14] | ||||
Senior debt - guaranteed by USDA [Member] | Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 1.50% | 1.50% | [12],[14] | ||||
Senior debt - guaranteed by SBA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 572 | [15],[16] | $ 580 | [15],[16],[17] | 602 | [17] | |
Senior debt - guaranteed by SBA [Member] | Senior Debt Obligations [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 572 | 580 | [7] | 602 | [7] | ||
Senior debt - guaranteed by SBA [Member] | Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 572 | $ 580 | |||||
Maturity date | Jul. 27, 2036 | Jul. 27, 2036 | [18],[19] | ||||
Interest rate | 9.75% | ||||||
Senior debt - guaranteed by SBA [Member] | Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 2.25% | 2.25% | [18],[19] | ||||
Senior debt Bonds, net of discount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 6,253 | $ 6,253 | 6,379 | ||||
Senior debt - other mortgage indebtedness [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 8,221 | 8,266 | 8,601 | ||||
Senior debt - other mortgage indebtedness [Member] | Exchange Bank of Alabama [Member] | Meadowood [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 3,319 | 3,319 | [1] | 3,478 | [1] | ||
Senior debt - other mortgage indebtedness [Member] | Exchange Bank of Alabama [Member] | Coosa Valley Health Care [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 4,902 | 4,946 | [4] | 5,123 | [4] | ||
Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 533 | 895 | 594 | ||||
Bonds Series A [Member] | Bonds [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | [20] | 6,253 | 6,379 | ||||
Bonds Series A [Member] | City of Springfield [Member] | Bonds [Member] | Eaglewood Care Center [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 6,253 | $ 6,253 | [20] | $ 6,379 | [20] | ||
Maturity date | May 01, 2042 | May 01, 2042 | [20] | ||||
Interest rate | 7.65% | [21] | 7.65% | [20],[22] | |||
[1]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 October 1, 2026 0.34 0.34% 0.1 5% 5% st 4% nd 1% August 25, 2023 August 25, 2025 seven 100% 0.09% 0.53% 0.09 0.53 two 70% 80% 0.25% 1% 1% 10 years 0% seven 100 one 75% 126 6.6 0.6 0.3 0.01 0.10% |
SUMMARY OF DETAILED LISTING OF
SUMMARY OF DETAILED LISTING OF THE DEBT FACILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 52,635 | $ 53,302 | $ 54,178 | ||||
Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 29,584 | 29,782 | 30,178 | ||||
Senior debt - guaranteed by USDA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 7,472 | [1],[2] | 7,526 | [1],[2],[3] | 7,824 | [3] | |
Senior debt - guaranteed by SBA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 572 | [4],[5] | 580 | [4],[5],[6] | 602 | [6] | |
Senior debt - other mortgage indebtedness [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 8,221 | 8,266 | 8,601 | ||||
Senior Debt Obligations [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 29,584 | 29,782 | [7] | 30,178 | [7] | ||
Senior Debt Obligations [Member] | Senior debt - guaranteed by USDA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 7,472 | 7,526 | [7] | 7,824 | [7] | ||
Senior Debt Obligations [Member] | Senior debt - guaranteed by SBA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | 572 | 580 | [7] | 602 | [7] | ||
Bonds [Member] | Bonds Series A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | [8] | 6,253 | 6,379 | ||||
Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 533 | $ 895 | 594 | ||||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | The Pavilion Care Center [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Dec. 01, 2039 | Dec. 01, 2039 | [7] | ||||
Interest rate | 3.97% | 3.97% | [7],[9] | ||||
Debt instrument, outstanding amount | $ 828 | $ 835 | [7] | 862 | [7] | ||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | Hearth and Care of Greenfield [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Aug. 01, 2050 | Aug. 01, 2050 | [7] | ||||
Interest rate | 3.97% | 3.97% | [7],[9] | ||||
Debt instrument, outstanding amount | $ 1,939 | $ 1,949 | [7] | 1,845 | [7] | ||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | Woodland Manor [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Nov. 01, 2052 | Nov. 01, 2052 | [7] | ||||
Interest rate | 3.97% | 3.97% | [7],[9] | ||||
Debt instrument, outstanding amount | $ 4,958 | $ 4,980 | [7] | 4,836 | [7] | ||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | Glenvue H&R [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct. 01, 2044 | Oct. 01, 2044 | [7] | ||||
Interest rate | 3.75% | 3.75% | [7],[9] | ||||
Debt instrument, outstanding amount | $ 7,243 | $ 7,297 | [7] | 7,509 | [7] | ||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | Autumn Breeze Facility [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jan. 01, 2045 | ||||||
Interest rate | 3.65% | ||||||
Debt instrument, outstanding amount | $ 6,297 | $ 6,344 | |||||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | Georgetown Health [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct. 01, 2046 | Oct. 01, 2046 | [7] | ||||
Interest rate | 2.98% | 2.98% | [7],[9] | ||||
Debt instrument, outstanding amount | $ 3,191 | $ 3,214 | [7] | 3,305 | [7] | ||
Newpoint Capital [Member] | Senior Debt Obligations [Member] | Sumter Valley [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jan. 01, 2047 | ||||||
Interest rate | 3.70% | ||||||
Debt instrument, outstanding amount | $ 5,128 | $ 5,163 | |||||
Key Bank [Member] | Senior Debt Obligations [Member] | Autumn Breeze Facility [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | [7] | Jan. 01, 2045 | |||||
Interest rate | [7],[9] | 3.65% | |||||
Debt instrument, outstanding amount | [7] | $ 6,344 | 6,528 | ||||
Key Bank [Member] | Senior Debt Obligations [Member] | Sumter Valley [Member] | Senior debt - guaranteed by HUD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | [7] | Jan. 01, 2047 | |||||
Interest rate | [7],[9] | 3.70% | |||||
Debt instrument, outstanding amount | [7] | $ 5,163 | 5,293 | ||||
Key Bank [Member] | Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Aug. 25, 2025 | Aug. 25, 2025 | [10] | ||||
Interest rate | 0% | 0% | [11] | ||||
Debt instrument, outstanding amount | $ 495 | $ 495 | [11] | 495 | [11] | ||
Community Bank [Member] | Senior Debt Obligations [Member] | Mountain Trace Rehab [Member] | Senior debt - guaranteed by USDA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Dec. 24, 2036 | Dec. 24, 2036 | [12],[13] | ||||
Interest rate | 9.25% | 8% | [9],[12],[13] | ||||
Debt instrument, outstanding amount | $ 3,643 | $ 3,680 | [12],[13] | 3,835 | [12],[13] | ||
Community Bank [Member] | Senior Debt Obligations [Member] | Mountain Trace Rehab [Member] | Senior debt - guaranteed by USDA [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 1.75% | 1.75% | [12],[13] | ||||
Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Senior debt - guaranteed by USDA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jul. 27, 2036 | Jul. 27, 2036 | [12],[14] | ||||
Interest rate | 9% | 7.75% | [9],[12],[14] | ||||
Debt instrument, outstanding amount | $ 3,829 | $ 3,846 | [12],[14] | 3,989 | [12],[14] | ||
Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Senior debt - guaranteed by USDA [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 1.50% | 1.50% | [12],[14] | ||||
Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Senior debt - guaranteed by SBA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jul. 27, 2036 | Jul. 27, 2036 | [15],[16] | ||||
Interest rate | 9.75% | ||||||
Debt instrument, outstanding amount | $ 572 | $ 580 | |||||
Cadence Bank NA [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Senior debt - guaranteed by SBA [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 2.25% | 2.25% | [15],[16] | ||||
Southland Healthcare [Member] | Senior Debt Obligations [Member] | Southland Healthcare [Member] | Senior debt - guaranteed by SBA [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | [9],[15],[16] | 8.50% | |||||
Debt instrument, outstanding amount | [15],[16] | $ 580 | 602 | ||||
City of Springfield [Member] | Bonds [Member] | Eaglewood Care Center [Member] | Bonds Series A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | May 01, 2042 | May 01, 2042 | [8] | ||||
Interest rate | 7.65% | [17] | 7.65% | [8],[18] | |||
Debt instrument, outstanding amount | $ 6,253 | $ 6,253 | [8] | 6,379 | [8] | ||
Exchange Bank of Alabama [Member] | Meadowood [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct. 01, 2026 | Oct. 01, 2026 | [19] | ||||
Effective interest rate | 4.50% | [20] | 4.50% | [19],[21] | |||
Exchange Bank of Alabama [Member] | Meadowood [Member] | Senior debt - other mortgage indebtedness [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 3,319 | $ 3,319 | [19] | 3,478 | [19] | ||
Exchange Bank of Alabama [Member] | Coosa Valley Health Care [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct. 10, 2026 | Oct. 10, 2026 | [22] | ||||
Effective interest rate | 3.95% | [20] | 3.95% | [21],[22] | |||
Exchange Bank of Alabama [Member] | Coosa Valley Health Care [Member] | Senior debt - other mortgage indebtedness [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, outstanding amount | $ 4,902 | $ 4,946 | [22] | 5,123 | [22] | ||
First Insurance Funding [Member] | Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | [11] | Mar. 01, 2023 | |||||
Interest rate | 3.19% | 3.65% | [11] | ||||
Debt instrument, outstanding amount | $ 357 | [11] | 99 | [11] | |||
Marlin Capital Solutions [Member] | Other Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Jun. 01, 2027 | Jun. 01, 2027 | |||||
Interest rate | 5% | 5% | |||||
Debt instrument, outstanding amount | $ 38 | $ 43 | |||||
[1]Represents cash interest rates as of March 31, 2023 as adjusted for interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs, which range from 0.09 0.53 seven 100 seven 100% 6.6 0.6 0.3 0.09% 0.53% August 25, 2023 August 25, 2025 two 70% 80% 0.25% 1% 1% 10 years 0% one 75% 126 0.01 0.10% May 1, 2022 October 1, 2026 0.34 0.34% 0.1 5% 5% st 4% nd 1% |
SUMMARY OF DETAILED LISTING O_2
SUMMARY OF DETAILED LISTING OF THE DEBT FACILITIES (Details) (Parenthetical) $ in Thousands | 1 Months Ended | 3 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 ($) | Mar. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) Integer | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Number of skilled nursing facilities | Facility | 3 | ||||||||
Proceeds from issuance of debt | $ 6,600 | ||||||||
Unamortized discounts on bonds | $ 118 | $ 119 | $ 125 | ||||||
Key Bank [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date range, start | Aug. 25, 2023 | ||||||||
Debt instrument, maturity date range, end | Aug. 25, 2025 | ||||||||
Meadowood [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date range, start | May 01, 2022 | ||||||||
Debt instrument, maturity date range, end | Oct. 01, 2026 | ||||||||
Coosa Valley Health Care [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment penalties capped percentage | 5% | ||||||||
Debt instrument prepayment penalties percentage capped thereafter | 1% | ||||||||
New fees amount | $ 100 | ||||||||
Default interest rate | 5% | ||||||||
Prepayment penalties capped percentage in second year | 4% | ||||||||
Senior debt - guaranteed by HUD [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of skilled nursing facilities | Integer | 7 | 7 | |||||||
Percentage of debt insured | 100% | 100% | |||||||
Senior debt - guaranteed by USDA [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of skilled nursing facilities | Integer | 2 | 2 | |||||||
Annual renewal fee for the USDA guarantee percentage | 0.25% | 0.25% | |||||||
Debt instrument prepayment penalties percentage | 1% | 1% | |||||||
Prepayment penalties capped percentage | 1% | 1% | |||||||
Prepayment penalties percentage capped, period | 10 years | 10 years | |||||||
Debt instrument prepayment penalties percentage capped thereafter | 0% | 0% | |||||||
Senior debt - guaranteed by SBA [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs percentage | 1% | ||||||||
Number of skilled nursing facilities | Integer | 1 | 1 | |||||||
Percentage of debt insured | 75% | 75% | |||||||
Number of licensed beds | Integer | 126 | 126 | |||||||
Senior debt Bonds, net of discount [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs percentage | 0.10% | ||||||||
Series 2012 B Bonds [Member] | Eaglewood Village [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of debt | 600 | ||||||||
Series 2012 Bonds [Member] | Eaglewood Village [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized discounts on bonds | $ 300 | ||||||||
Bond Series B [Member] | Bonds [Member] | Eaglewood Care Center [Member] | City of Springfield [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 100 | ||||||||
Senior debt - other mortgage indebtedness [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs percentage | 0.34% | 0.34% | |||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs percentage | 0.09% | 0.09% | |||||||
Minimum [Member] | Senior debt - guaranteed by USDA [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of debt insured | 70% | 70% | |||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of deferred financing costs percentage | 0.53% | 0.53% | |||||||
Maximum [Member] | Senior debt - guaranteed by USDA [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of debt insured | 80% | 80% |
SCHEDULE OF MATURITY PAYMENTS (
SCHEDULE OF MATURITY PAYMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
2023 | $ 1,477 | $ 1,778 | |
2024 | 1,597 | 1,578 | |
2025 | 2,175 | 2,157 | |
2026 | 8,540 | 8,624 | |
2027 | 1,435 | 1,425 | |
Thereafter | 37,412 | 37,740 | |
Subtotal | 52,635 | 53,302 | $ 54,178 |
Less: unamortized discounts | (118) | (119) | (125) |
Less: deferred financing costs, net | (1,100) | (1,005) | |
Total notes and other debt | 51,512 | 52,178 | |
Less: deferred financing costs, net | $ (1,005) | $ (1,005) | $ (1,177) |
NOTES PAYABLE AND OTHER DEBT (D
NOTES PAYABLE AND OTHER DEBT (Details Narrative) - CreditInstrument | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Number of credit related instruments | 16 | 16 |
SUMMARY OF RESULTS OF OPERATION
SUMMARY OF RESULTS OF OPERATIONS FOR REPORTING SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||
Total revenues | $ 3,906 | $ 6,648 | $ 35,925 | $ 26,690 |
Expenses: | ||||
Patient care expense | 2,537 | 2,343 | 20,453 | 9,243 |
Facility rent expense | 149 | 1,639 | 4,876 | 6,464 |
Cost of management fees | 141 | 179 | 619 | 672 |
Depreciation and amortization | 510 | 613 | 2,404 | 2,591 |
General and administrative expense | 1,206 | 1,123 | 4,652 | 3,931 |
Doubtful accounts expense (recovery) | 16 | 1,761 | 4,916 | 182 |
Loss on disposal of assets | 1,417 | |||
Loss on Lease Termination | 1,436 | |||
Other operating expenses | 92 | 329 | 1,974 | 1,074 |
Total expenses | 4,651 | 7,987 | 42,747 | 24,157 |
Loss from operations | (745) | (1,339) | (6,822) | 2,533 |
Other expense: | ||||
Interest expense, net | 680 | 653 | 2,529 | 2,669 |
(Gain) Loss on extinguishment of debt | 452 | (146) | ||
Other (income) expense, net | (2,936) | 1,192 | ||
Total other expense, net | 1,247 | 1,588 | 45 | 3,715 |
Net loss | (1,992) | (2,927) | (6,867) | (1,182) |
Other expense, net | 567 | 935 | ||
Health Care, Patient Service [Member] | ||||
Revenues: | ||||
Other revenues | 1,916 | 2,311 | 22,060 | 9,485 |
Rental Revenue [Member] | ||||
Revenues: | ||||
Other revenues | 1,708 | 4,065 | 12,794 | 16,093 |
Management Service [Member] | ||||
Revenues: | ||||
Other revenues | 278 | 265 | 1,045 | 1,021 |
Product and Service, Other [Member] | ||||
Revenues: | ||||
Other revenues | 4 | 7 | 26 | 91 |
Real Estate Service Segment [Member] | ||||
Revenues: | ||||
Total revenues | 1,990 | 4,337 | 13,865 | 17,205 |
Expenses: | ||||
Patient care expense | ||||
Facility rent expense | 149 | 1,341 | 4,050 | 5,274 |
Cost of management fees | 141 | 179 | 619 | 672 |
Depreciation and amortization | 507 | 607 | 2,371 | 2,575 |
General and administrative expense | 1,042 | 1,020 | 3,458 | 3,427 |
Doubtful accounts expense (recovery) | 1,711 | 4,298 | (78) | |
Loss on disposal of assets | 1,296 | |||
Loss on Lease Termination | 1,436 | |||
Other operating expenses | 79 | 289 | 631 | 1,016 |
Total expenses | 1,918 | 5,147 | 18,159 | 12,886 |
Loss from operations | 72 | (810) | (4,294) | 4,319 |
Other expense: | ||||
Interest expense, net | 678 | 631 | 2,567 | 2,653 |
(Gain) Loss on extinguishment of debt | 452 | (146) | ||
Other (income) expense, net | (987) | 1,192 | ||
Total other expense, net | 1,028 | 1,566 | 2,032 | 3,699 |
Net loss | (956) | (2,376) | (6,326) | 620 |
Other expense, net | 350 | 935 | ||
Real Estate Service Segment [Member] | Health Care, Patient Service [Member] | ||||
Revenues: | ||||
Other revenues | ||||
Real Estate Service Segment [Member] | Rental Revenue [Member] | ||||
Revenues: | ||||
Other revenues | 1,708 | 4,065 | 12,794 | 16,093 |
Real Estate Service Segment [Member] | Management Service [Member] | ||||
Revenues: | ||||
Other revenues | 278 | 265 | 1,045 | 1,021 |
Real Estate Service Segment [Member] | Product and Service, Other [Member] | ||||
Revenues: | ||||
Other revenues | 4 | 7 | 26 | 91 |
Healthcare Services Segment [Member] | ||||
Revenues: | ||||
Total revenues | 1,916 | 2,311 | 22,060 | 9,485 |
Expenses: | ||||
Patient care expense | 2,537 | 2,343 | 20,453 | 9,243 |
Facility rent expense | 298 | 826 | 1,190 | |
Cost of management fees | ||||
Depreciation and amortization | 3 | 6 | 33 | 16 |
General and administrative expense | 164 | 103 | 1,194 | 504 |
Doubtful accounts expense (recovery) | 16 | 50 | 618 | 260 |
Loss on disposal of assets | 121 | |||
Loss on Lease Termination | ||||
Other operating expenses | 13 | 40 | 1,343 | 58 |
Total expenses | 2,733 | 2,840 | 24,588 | 11,271 |
Loss from operations | (817) | (529) | (2,528) | (1,786) |
Other expense: | ||||
Interest expense, net | 2 | 22 | (38) | 16 |
(Gain) Loss on extinguishment of debt | ||||
Other (income) expense, net | (1,949) | |||
Total other expense, net | 219 | 22 | (1,987) | 16 |
Net loss | (1,036) | (551) | (541) | (1,802) |
Other expense, net | 217 | |||
Healthcare Services Segment [Member] | Health Care, Patient Service [Member] | ||||
Revenues: | ||||
Other revenues | 1,916 | 2,311 | 22,060 | 9,485 |
Healthcare Services Segment [Member] | Rental Revenue [Member] | ||||
Revenues: | ||||
Other revenues | ||||
Healthcare Services Segment [Member] | Management Service [Member] | ||||
Revenues: | ||||
Other revenues | ||||
Healthcare Services Segment [Member] | Product and Service, Other [Member] | ||||
Revenues: | ||||
Other revenues |
SEGMENT RESULTS (Details Narrat
SEGMENT RESULTS (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | 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 Meadowood and Glenvue facilities. | (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. | |
Total assets | $ 65,952 | $ 68,580 | $ 105,696 |
Real Estate Service Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 62,000 | 63,400 | 103,200 |
Healthcare Services Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | $ 3,900 | $ 5,100 | $ 2,500 |
SUMMARY OF PREFERRED STOCK UNDE
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 | ||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||
Dividends paid, common stock (in dollars per share) | [1] | $ 0.060 | $ 0.055 | $ 0.050 | $ 0.165 | ||||||||||||||||||||||||||||||
Dividend arrears, common stock | [1] | $ 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 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | ||||||||
Cumulative Total Outstanding | $ 45,885,000 | ||||||||||||||||||||||||||||||||||
[1]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. |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Feb. 28, 2022 | Oct. 01, 2018 USD ($) $ / shares | Jun. 08, 2018 | Feb. 28, 2022 | Mar. 31, 2023 USD ($) DividendsPeriod Director $ / shares 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 Integer $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) $ / shares | Dec. 31, 2018 USD ($) $ / shares | Dec. 31, 2017 USD ($) $ / shares | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Dividends paid, common stock | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 2,812,000 | 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 | 2,812,000 | ||||||||||||||||||||||||||||||
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 | $ 8,997,000 | $ 7,985,000 | $ 1,912,000 | ||||||||
Dividends paid, preferred stock | $ 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 | |||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | shares | 2,811,535 | 2,811,535 | 2,811,535 | ||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 2,811,535 | 2,811,535 | 2,811,535 | ||||||||||||||||||||||||||||||||
Redemption price per share | $ 25 | $ 25 | $ 25 | ||||||||||||||||||||||||||||||||
Dividends paid, preferred stock | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Preferred stock, voting rights | no voting rights but have limited voting rights under certain circumstances, as described in the Charter. | ||||||||||||||||||||||||||||||||||
Undeclared preferred stock dividends arrears | $ | $ 48,100,000 | $ 45,900,000 | |||||||||||||||||||||||||||||||||
Cumulative preferential cash dividend rate | 10.875% | 10.875% | 10.875% | ||||||||||||||||||||||||||||||||
Stated liquidation preference | $ 25 | $ 25 | $ 25 | ||||||||||||||||||||||||||||||||
Dividends paid, preferred stock | $ 3.20 | $ 2.72 | |||||||||||||||||||||||||||||||||
Number of dividends period | 4 | 4 | |||||||||||||||||||||||||||||||||
Increase of preferred stock dividend rate | 12.875% | 12.875% | 12.875% | ||||||||||||||||||||||||||||||||
Number of additional directors | Director | 2 | 2 | |||||||||||||||||||||||||||||||||
Preferred stock cumulative preferential cash dividends annual rate per share | $ 2.72 | ||||||||||||||||||||||||||||||||||
Unpaid accrued dividends on preferred stock | $ | $ 1,900,000 | $ 2,200,000 | |||||||||||||||||||||||||||||||||
Dividends paid, preferred stock | $ 3.20 | ||||||||||||||||||||||||||||||||||
Preferred stock, fixed interest rate (percentage) | 10.875% | 10.875% | |||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred stock, fixed interest rate (percentage) | 12.50% | 12.50% |
SUMMARY OF RECOGNIZED STOCK BAS
SUMMARY OF RECOGNIZED STOCK BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense | $ 81 | $ 65 | $ 233 | $ 481 |
Employee [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense | 233 | 481 | ||
Employee [Member] | Stock Compensation Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense | 81 | 111 | ||
Employee [Member] | Forfeitures Of Stock Based Awards [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense | $ (46) | |||
Nonemployee [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense | ||||
Restricted Stock [Member] | Employee [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense | 233 | 481 | ||
Restricted Stock [Member] | Nonemployee [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total employee stock-based compensation expense |
SUMMARY OF COMPANY'S STOCK OPTI
SUMMARY OF COMPANY'S STOCK OPTION ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Beginning balance (shares) | 13 | 13 | 13 | |||||
Beginning balance (USD per share) | $ 47.53 | $ 47.53 | $ 47.53 | |||||
Outstanding - weighted average remaining contractual life | 6 years 9 months 18 days | 6 months | 2 years 6 months | 3 years 6 months | ||||
Outstanding, aggregate intrinsic value | [1] | |||||||
Options, granted during the period | 24 | |||||||
Granted, weighted average exercise price | $ 3.09 | |||||||
Exercised, number of options | ||||||||
Weighted average exercise price, Exercised | ||||||||
Forfeited, number of options | ||||||||
Weighted average exercise price, Forfeited | ||||||||
Expired, number of options | ||||||||
Weighted average exercise price, Expired | ||||||||
Outstanding and vested - weighted average remaining contractual life | 37 | 13 | 13 | 13 | ||||
Ending balance (USD per share) | $ 18.70 | $ 47.53 | $ 47.53 | $ 47.53 | ||||
Outstanding, aggregate intrinsic value | [1] | [1] | [1] | |||||
Granted - weighted average remaining contractual life | 9 years 10 months 24 days | |||||||
[1]Represents the aggregate gain on exercise for vested in-the-money options. |
SCHEDULE OF EXERCISE PRICE RANG
SCHEDULE OF EXERCISE PRICE RANGE (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Stock options outstanding, number (shares) | 37 | 13 | ||
Weighted Average Remaining Contractual Term (in years) | 6 years 9 months 18 days | 1 year 7 months 6 days | ||
Stock options outstanding, weighted average exercise price (USD per share) | $ 18.70 | $ 47.53 | ||
Stock options outstanding, number (shares) | 37 | 13 | ||
Stock options outstanding, weighted average exercise price (USD per share) | $ 18.70 | $ 47.53 | ||
Warrants outstanding | 35 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year 10 months 24 days | |||
Vested and Exercisable | 35 | |||
Warrant [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants outstanding | 35 | 43 | 58 | |
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 53.31 | $ 52.71 | $ 52.09 | |
Warrant [Member] | Employee [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | 53.31 | 53.31 | ||
$15.72 - $47.99 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 15.72 | |||
Weighted Average Exercise Price (in dollars per share) | $ 51.60 | |||
Stock options outstanding, number (shares) | 24 | 9 | ||
Weighted Average Remaining Contractual Term (in years) | 9 years 10 months 24 days | 2 years | ||
Stock options outstanding, weighted average exercise price (USD per share) | $ 3.09 | $ 46.81 | ||
Stock options outstanding, number (shares) | 24 | 9 | ||
Stock options outstanding, weighted average exercise price (USD per share) | $ 3.09 | $ 46.81 | ||
Warrants outstanding | 1 | |||
Weighted Average Remaining Contractual Term (in years) | 9 months 18 days | |||
Vested and Exercisable | 1 | |||
$15.72 - $47.99 [Member] | Warrant [Member] | Employee [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 47.52 | 47.52 | ||
$15.72 - $47.99 [Member] | Minimum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 3.09 | |||
Weighted Average Exercise Price (in dollars per share) | 47.99 | |||
Weighted Average Exercise Price (in dollars per share) | 36 | |||
$15.72 - $47.99 [Member] | Maximum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 4 | |||
Weighted Average Exercise Price (in dollars per share) | 47.99 | |||
$48.00 - $51.60 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 15.72 | $ 48 | ||
Weighted Average Exercise Price (in dollars per share) | $ 51.60 | |||
Stock options outstanding, number (shares) | 13 | 4 | ||
Weighted Average Remaining Contractual Term (in years) | 6 months | 9 months 18 days | ||
Stock options outstanding, weighted average exercise price (USD per share) | $ 47.53 | $ 48.96 | ||
Stock options outstanding, number (shares) | 13 | 4 | ||
Stock options outstanding, weighted average exercise price (USD per share) | $ 47.53 | $ 48.96 | ||
Warrants outstanding | 32 | |||
Weighted Average Remaining Contractual Term (in years) | 1 year 9 months 18 days | |||
Vested and Exercisable | 32 | |||
$48.00 - $51.60 [Member] | Warrant [Member] | Employee [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 52.50 | 52.50 | ||
$48.00 - $51.60 [Member] | Minimum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 48 | |||
$48.00 - $51.60 [Member] | Maximum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | $ 59.99 | |||
$36.00 - $47.99 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants outstanding | 2 | |||
Weighted Average Remaining Contractual Term (in years) | 4 months 24 days | |||
Vested and Exercisable | 2 | |||
$36.00 - $47.99 [Member] | Warrant [Member] | Employee [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 70.80 | $ 70.80 | ||
$36.00 - $47.99 [Member] | Minimum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | 60 | |||
$36.00 - $47.99 [Member] | Maximum [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Weighted Average Exercise Price (in dollars per share) | $ 70.80 |
SCHEDULE OF COMMON STOCK WARRAN
SCHEDULE OF COMMON STOCK WARRANT ACTIVITY (Details) - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Outstanding and vested at the beginning of the period | ||||
Outstanding and vested at the ending of the period | 35 | |||
Warrant [Member] | ||||
Outstanding and vested at the beginning of the period | 43 | 58 | ||
Outstanding and vested at the beginning of the period | $ 52.71 | $ 52.09 | ||
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] | |||
Number of warrants, Granted | ||||
Weighted average exercise price, Granted | ||||
Number of warrants, Exercised | ||||
Weighted average exercise price, Exercised | ||||
Number of warrants, Forfeited | ||||
Weighted average exercise price, Forfeited | ||||
Expired | (8) | (15) | ||
Weighted average exercise price, Expired | $ 49.76 | $ 50.28 | ||
Outstanding and vested at the ending of the period | 35 | 43 | 58 | |
Outstanding and vested at the ending of the period | $ 53.31 | $ 52.71 | $ 52.09 | |
[1]Represents the aggregate gain on exercise for vested in-the-money warrants. |
SUMMARY OF COMPANY'S RESTRICTED
SUMMARY OF COMPANY'S RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unvested at the beginning of the period (in shares) | 51 | 79 | 14 |
Unvested at the beginning of the period (in dollars per share) | $ 8.99 | $ 12.99 | $ 3.60 |
Granted (in shares) | 99 | 24 | 87 |
Granted (in dollars per share) | $ 3.61 | $ 4.51 | $ 13.01 |
Vested (in shares) | (26) | (29) | (22) |
Vested (in dollars per share) | $ 9.06 | $ 13.01 | $ 7.18 |
Forfeited (in shares) | (1) | (23) | |
Forfeited (in dollars per share) | $ 13.26 | $ 12.95 | |
Unvested at the beginning of the period (in shares) | 123 | 51 | 79 |
Unvested at the ending of the period (in dollars per share) | $ 4.75 | $ 8.99 | $ 12.99 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 16, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 0 | ||||
Employee stock options issued | $ 0 | $ 0 | |||
Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants granted | |||||
Employee [Member] | Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 0 | $ 0 | |||
Warrants granted | 0 | 0 | 0 | 0 | |
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options, granted during the period | 24,000 | ||||
Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 600,000 | ||||
Unrecognized compensation expense | $ 200,000 | ||||
Period of recognition of compensation expense | 1 year 10 months 24 days | ||||
Employee Stock Option2020 Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of awards made under employee stock option plan | 0 | 0 | |||
Number of securities remaining available for future issuance | 155,000 | ||||
Incentive stock options may be granted after 10th anniversary of date of Board approval | 0 | ||||
Employee Stock Option2020 Plan [Member] | Maximum [Member] | |||||
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 | 250,000 | |||
Number of securities remaining available for future issuance | 56,000 | ||||
Employee Stock Option2011 Plan [Member] | |||||
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 | 168,950 | |||
Additional award granted | 0 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 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 ($) Case | Mar. 31, 2023 USD ($) Case | Dec. 31, 2021 USD ($) Case | |
Loss Contingencies [Line Items] | |||||||
Pending litigation | 10 | ||||||
Self-insured reserve | $ | $ 80,000 | $ 66,000 | $ 162,000 | ||||
AccruedExpenses [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Self-insured reserve | $ | 200,000 | 100,000 | |||||
Accounts Payable [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Self-insured reserve | $ | $ 100,000 | $ 100,000 | |||||
Fair Labor Standards Legal Complaint [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
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. | ||||||
Percentage of total unpaid wages | 6% | ||||||
Punitive damages for each instance of failure to pay wages owed within thirty days | $ | $ 200 | ||||||
Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Offer to settle claims | $ | $ 10,000 | ||||||
Maximum [Member] | Fair Labor Standards Legal Complaint [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Punitive damages | $ | $ 150 | ||||||
Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Pending litigation | 13 | ||||||
Pending Litigation [Member] | ARGENTINA | |||||||
Loss Contingencies [Line Items] | |||||||
Pending litigation | 4 | ||||||
Professional And General Liability Actions [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Pending litigation | 10 | ||||||
Professional And General Liability Actions [Member] | Dismissed Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of claims dismissed | 2 | ||||||
Professional And General Liability Actions [Member] | Legacy Action From Prior To Transition [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Pending litigation | 1 | ||||||
Professional And General Liability Actions [Member] | Patient Care That Current Or Prior Tenants Provided To Their Patients [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Pending litigation | 9 | ||||||
Professional And General Liability Actions [Member] | Subsequent Event [Member] | Dismissed Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of claims dismissed | 1 | ||||||
Former Patients [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Pending litigation | 1 |
SCHEDULE OF TAX EFFECT OF SIGNI
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) |
Net deferred tax liability |
SCHEDULE OF DIFFERENCES BETWEEN
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 | 21% | 21% | 21% | 35% |
State and local taxes | 2.20% | 2.60% | ||
Nondeductible expenses | 1.30% | 1.70% | ||
Change in valuation allowance | 21.60% | 16.70% | ||
Effective tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - 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. | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 91,300,000 | ||
Operating loss carryforwards, valuation allowance, not subject to expiration | 25,800,000 | ||
Operating loss carryforwards, valuation allowance | $ 65,300,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 48,300,000 |
SUMMARY OF LEASE TERMINATION (D
SUMMARY OF LEASE TERMINATION (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Meadowood Facility [Member] | |
Date | 2022-04 |
Former Operator | C.R. Management |
Current Operator | Regional Health (managed by Cavalier Senior Living Operations) |
Glenvue Facility [Member] | |
Date | 2022-08 |
Former Operator | C.R. Management |
Current Operator | Regional Health |
SCHEDULE OF TOTAL AMORTIZATION
SCHEDULE OF TOTAL AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Total amortization expense | $ 110 | $ 110 | $ 438 | $ 438 | |
Bed Licenses Included in Property and Equipment [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total amortization expense | 104 | 104 | 414 | [1] | |
Lease Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total amortization expense | $ 6 | $ 6 | $ 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 |
SCHEDULE OF NOTES PAYABLE AND_2
SCHEDULE OF NOTES PAYABLE AND OTHER DEBT (Details) (Parenthetical) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 30, 2022 | Oct. 21, 2022 Facility | Oct. 01, 2021 | Sep. 30, 2021 USD ($) | Mar. 31, 2023 Integer | Dec. 31, 2022 Integer | |
Number of skilled nursing facilities | Facility | 3 | |||||
Key Bank [Member] | ||||||
Debt instrument, maturity date range, start | Aug. 25, 2023 | |||||
Debt instrument, maturity date range, end | Aug. 25, 2025 | |||||
Meadowood [Member] | ||||||
Debt instrument, maturity date range, start | May 01, 2022 | |||||
Debt instrument, maturity date range, end | Oct. 01, 2026 | |||||
Coosa Valley Health Care [Member] | ||||||
Prepayment penalties capped percentage | 5% | |||||
New fees amount | $ | $ 0.1 | |||||
Default interest rate | 5% | |||||
Prepayment penalties capped percentage in second year | 4% | |||||
Prepayment penalties percentage capped thereafter | 1% | |||||
Senior debt - guaranteed by HUD [Member] | ||||||
Number of skilled nursing facilities | 7 | 7 | ||||
Percentage of debt insured | 100% | 100% | ||||
Senior debt - guaranteed by USDA [Member] | ||||||
Number of skilled nursing facilities | 2 | 2 | ||||
Annual renewal fee for the USDA guarantee percentage | 0.25% | 0.25% | ||||
Debt instrument prepayment penalties percentage | 1% | 1% | ||||
Prepayment penalties capped percentage | 1% | 1% | ||||
Prepayment penalties percentage capped, period | 10 years | 10 years | ||||
Prepayment penalties percentage capped thereafter | 0% | 0% | ||||
Senior debt - guaranteed by SBA [Member] | ||||||
Amortization of deferred financing costs percentage | 1% | |||||
Number of skilled nursing facilities | 1 | 1 | ||||
Percentage of debt insured | 75% | 75% | ||||
Number of licensed beds | 126 | 126 | ||||
Senior debt - other mortgage indebtedness [Member] | ||||||
Amortization of deferred financing costs percentage | 0.34% | 0.34% | ||||
Minimum [Member] | ||||||
Amortization of deferred financing costs percentage | 0.09% | 0.09% | ||||
Minimum [Member] | Senior debt - guaranteed by USDA [Member] | ||||||
Percentage of debt insured | 70% | 70% | ||||
Maximum [Member] | ||||||
Amortization of deferred financing costs percentage | 0.53% | 0.53% | ||||
Maximum [Member] | Senior debt - guaranteed by USDA [Member] | ||||||
Percentage of debt insured | 80% | 80% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Feb. 28, 2023 USD ($) | |
Subsequent Event [Line Items] | |
Employee retention tax credit | $ 1,900,000 |
Symmetry Health Care [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, frequency of periodic payment | 14 monthly payments |
Monthly installments | $ 29,085 |
Lump sum payment of remaining promissory note | $ 250,000 |