Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-226979 | |
Entity Registrant Name | Assisted 4 Living, Inc. | |
Entity Central Index Key | 0001719435 | |
Entity Tax Identification Number | 82-1884480 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5115 East | |
Entity Address, Address Line Two | SR 64 | |
Entity Address, City or Town | Bradenton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34240 | |
City Area Code | (855) | |
Local Phone Number | 668-3331 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,345,418 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 3,894,536 | $ 345,982 |
Accounts receivable, net | 7,490,091 | 97,073 |
Prepaid expenses and other current assets | 3,747,240 | 207,592 |
Total current assets | 15,131,867 | 650,647 |
Operating Lease right-of-use assets | 46,089,030 | 3,977,988 |
Goodwill | 15,513,677 | 3,431,148 |
Leasehold improvements, net | 3,766,330 | 2,614,391 |
Property and equipment, net | 2,680,115 | 128,475 |
Other assets | 2,950,265 | |
Total assets | 86,131,284 | 10,802,649 |
Current liabilities: | ||
Accounts payable and accrued expenses | 10,879,082 | 148,180 |
Notes payable | 7,041,759 | 2,385,010 |
Accrued interest, Including related party | 42,567 | 48,601 |
Loans Payable - other | 498,140 | 63,907 |
Operating Lease obligations - current portion | 8,311,905 | 189,397 |
Advanced payments | 1,671,698 | |
Deferred Revenue | 596,227 | |
Deferred HHS Revenue | 778,408 | 25,703 |
Liability to issue shares | 5,000,000 | |
Due to Seller for acquisition | 902,847 | |
Total current liabilities | 35,722,633 | 2,860,798 |
Operating Lease obligations - net of current portion | 38,089,042 | 3,864,321 |
Liability to issue shares - long term | 4,750,000 | |
Notes payable, net of current portion | 265,117 | 322,490 |
Total liabilities | 78,826,792 | 7,047,609 |
Stockholders’ equity: | ||
Common stock, par value $0.0001; 100,000,000 shares authorized, 45,345,418, and 4,165,418 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 4,535 | 417 |
Additional paid-in capital | 17,876,115 | 7,460,348 |
Subscription receivable | (30) | |
Accumulated deficit | (10,576,158) | (3,705,695) |
Total stockholders’ equity | 7,304,492 | 3,755,040 |
Total liabilities and stockholders’ equity | $ 86,131,284 | $ 10,802,649 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 45,345,418 | 4,165,418 |
Common Stock, Shares, Outstanding | 45,345,418 | 4,165,418 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net Revenue | $ 22,375,092 | $ 659,449 | $ 29,093,845 | $ 1,102,841 |
Cost of services provided | 12,310,011 | 256,825 | 15,477,070 | 409,838 |
Gross profit | 10,065,081 | 402,624 | 13,616,775 | 693,003 |
Operating expenses | ||||
Salaries and payroll expense | 5,068,423 | 320,404 | 6,671,656 | 870,191 |
General and administrative | 4,978,559 | 205,818 | 6,591,749 | 454,482 |
Lease expense | 2,991,078 | 88,691 | 3,912,133 | 193,365 |
Professional fees | 1,722,741 | 70,819 | 2,707,511 | 134,829 |
Marketing and advertising | 236,499 | 4,276 | 336,984 | 12,378 |
Depreciation and amortization expense | 159,750 | 16,744 | 318,324 | 24,135 |
Total operating expenses | 15,157,050 | 706,752 | 20,538,357 | 1,689,380 |
Loss from operations | (5,091,969) | (304,128) | (6,921,582) | (996,377) |
Other income (expense) | ||||
Loss on disposal of asset | (22,753) | (22,753) | ||
Interest expense | (179,293) | (7,920) | (317,881) | (7,923) |
Total other income (expense) | (179,293) | (30,673) | (317,881) | (30,676) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND RESULTS FROM DISCONTINUED OPERATIONS | (5,271,262) | (334,801) | (7,239,463) | (1,027,053) |
Income taxes | ||||
LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS | (5,271,262) | (334,801) | (7,239,463) | (1,027,053) |
Loss from discontinued operations | (26,500) | |||
Gain on disposal of discontinued operations | 395,500 | |||
Income from discontinued operations | 369,000 | |||
Net loss attributable to common shareholders | $ (5,271,262) | $ (334,801) | $ (6,870,463) | $ (1,027,053) |
Continuing Operations | ||||
Loss per share - basic and diluted - Continuing operations | $ (0.12) | $ (0.08) | $ (0.24) | $ (0.25) |
Weighted average number of shares outstanding - basic and diluted | 42,783,081 | 4,221,021 | 29,984,191 | 4,064,414 |
Discontinued operations net income per share | ||||
Earnings per share - basic | $ 0.01 | |||
Earnings per share - diluted | $ 0.01 | |||
Weighted average shares outstanding - basic | 29,984,191 | |||
Weighted average shares outstanding - diluted | 34,705,065 | |||
Product and Service, Other [Member] | ||||
Net Revenue | $ 21,602,984 | $ 654,351 | $ 27,581,902 | $ 1,088,341 |
Rental revenue [Member] | ||||
Net Revenue | 11,275 | 5,625 | 22,875 | 7,500 |
Other revenue [Member] | ||||
Net Revenue | $ 760,833 | $ (527) | $ 1,489,068 | $ 7,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 401 | $ 6,618,364 | $ (170) | $ (2,407,760) | $ 4,210,835 |
Balance, shares at Dec. 31, 2019 | 4,008,443 | ||||
Net loss for the period | (443,375) | (443,375) | |||
Ending balance, value at Mar. 31, 2020 | $ 401 | 6,618,364 | (170) | (2,851,135) | 3,767,460 |
Balance, shares at Mar. 31, 2020 | 4,008,443 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 401 | 6,618,364 | (170) | (2,407,760) | 4,210,835 |
Balance, shares at Dec. 31, 2019 | 4,008,443 | ||||
Net loss for the period | (1,027,054) | ||||
Ending balance, value at Sep. 30, 2020 | $ 417 | 7,460,348 | (170) | (4,570,441) | 2,890,154 |
Balance, shares at Sep. 30, 2020 | 4,175,110 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 401 | 6,618,364 | (170) | (2,851,135) | 3,767,460 |
Balance, shares at Mar. 31, 2020 | 4,008,443 | ||||
Net loss for the period | (692,252) | (692,252) | |||
Ending balance, value at Jun. 30, 2020 | $ 401 | 6,618,364 | (170) | (3,543,387) | 3,075,208 |
Balance, shares at Jun. 30, 2020 | 4,008,443 | ||||
Issuance of stock warrant expense | 342,000 | 342,000 | |||
Issuance of shares for the conversion of debt | $ 16 | 499,984 | 500,000 | ||
Issuance of shares for conversion of debt, shares | 166,667 | ||||
Net loss for the period | (1,027,054) | (1,027,054) | |||
Ending balance, value at Sep. 30, 2020 | $ 417 | 7,460,348 | (170) | (4,570,441) | 2,890,154 |
Balance, shares at Sep. 30, 2020 | 4,175,110 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 417 | 7,460,348 | (30) | (3,705,695) | 3,755,040 |
Balance, shares at Dec. 31, 2020 | 4,165,418 | ||||
Collection on subscription receivable | 30 | 30 | |||
Issuance of shares for acquisition | $ 3,123 | 3,039,874 | 3,042,997 | ||
Issuance of shares for acquisition, shares | 31,230,000 | ||||
Net loss for the period | (579,061) | (579,061) | |||
Ending balance, value at Mar. 31, 2021 | $ 3,540 | 10,500,222 | (4,284,756) | 6,219,006 | |
Balance, shares at Mar. 31, 2021 | 35,395,418 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 417 | 7,460,348 | (30) | (3,705,695) | 3,755,040 |
Balance, shares at Dec. 31, 2020 | 4,165,418 | ||||
Net loss for the period | (6,870,463) | ||||
Ending balance, value at Sep. 30, 2021 | $ 4,535 | 17,876,115 | (10,576,158) | 7,304,492 | |
Balance, shares at Sep. 30, 2021 | 45,345,418 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 3,540 | 10,500,222 | (4,284,756) | 6,219,006 | |
Balance, shares at Mar. 31, 2021 | 35,395,418 | ||||
Issuance of shares for the conversion of debt | $ 400 | 1,999,600 | 2,000,000 | ||
Issuance of shares for conversion of debt, shares | 4,000,000 | ||||
Issuance of shares via private placement | $ 115 | 574,885 | 575,000 | ||
Issuance of shares via private placement, shares | 1,150,000 | ||||
Shares returned and cancelled for transfer of discontinued operations | $ (20) | (369,980) | (370,000) | ||
Shares returned and cancelled for transfer of discontinued operations, shares | (200,000) | ||||
Net loss for the period | (1,020,140) | (1,020,140) | |||
Ending balance, value at Jun. 30, 2021 | $ 4,035 | 12,704,727 | (5,304,896) | 7,403,866 | |
Balance, shares at Jun. 30, 2021 | 40,345,418 | ||||
Issuance of shares via private placement | $ 500 | 4,999,500 | 5,000,000 | ||
Issuance of shares via private placement, shares | 5,000,000 | ||||
Stock-based compensation and issuance of employee stock award plan | 171,888 | 171,888 | |||
Net loss for the period | (5,271,262) | (5,271,262) | |||
Ending balance, value at Sep. 30, 2021 | $ 4,535 | $ 17,876,115 | $ (10,576,158) | $ 7,304,492 | |
Balance, shares at Sep. 30, 2021 | 45,345,418 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (6,870,463) | $ (1,027,054) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Net gain from discontinued operations | (369,000) | |
Depreciation and amortization | 318,324 | |
(Increase) decrease in assets | ||
Prepaid expenses and other current assets | (1,824,624) | (2,877) |
Deposits and other assets | (2,003,607) | |
Accounts receivable | 435,016 | (145,225) |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 2,373,538 | 249,999 |
Deferred Revenues | 1,331,333 | 55,371 |
Advance payments | (3,396,502) | |
Accrued interest | (6,034) | |
Cash used in operating activities | (10,012,019) | (870,286) |
Cash flows from investing activities | ||
Goodwill from acquisition | (3,431,148) | |
Non-cash operating lease expense | 212,326 | 28,541 |
Cash and assets from acquisition | 3,432,847 | |
Investment in leasehold improvements | (1,852,465) | |
Purchase of property and equipment | (76,317) | (61,083) |
Cash used in investing activities | 3,568,856 | (5,316,155) |
Cash flows from financing activities | ||
Repayment of principal on notes payable | (776,207) | |
Proceeds from the sale of common stock | 575,000 | |
Proceeds from notes payable | 5,212,234 | 2,664,234 |
Repayment on loans payable | (18,810) | |
Warrants to be issued | 342,000 | |
Proceeds from the issuance of registered shares | 4,999,500 | 328 |
Cash provided by financing activities | 9,991,717 | 3,006,562 |
Net increase (decrease) in cash | 3,548,554 | (3,179,879) |
Cash, beginning of year | 345,982 | 4,044,700 |
Cash, end of period | 3,894,536 | 864,821 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS | ||
Interest Paid | 275,831 | |
Taxes Paid | ||
NON-CASH ITEMS | ||
Liability to issue shares for acquisition | 9,750,000 | |
Goodwill from acquisition | 12,082,529 | |
Recognition of lease liability and right of use asset at inception | 46,089,030 | 3,976,562 |
Conversion of notes payable and accrued interest for common stock | $ 2,000,000 | $ 500,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Assisted 4 Living, Inc. (“the Company,” “we”, “our” or “us”) was incorporated in the state of Nevada on May 24, 2017, and is based in Bradenton, Florida. Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”), and the fiscal year end is December 31. As discussed in NOTE 3, on March 23, 2021, we entered into a Plan of Merger with our wholly-owned subsidiary, BPCC Acquisition, Inc., a Florida corporation (“Merger Sub”) and Banyan Pediatric Care Centers, Inc. (“Banyan”). Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan surviving the merger (the “Surviving Entity”) and becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger, we succeeded to the business of Banyan. The Merger has been treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes, and Banyan is considered the acquirer for financial reporting purposes. This means that the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan before the Merger in this Quarterly Report and future filings with the SEC. Banyan, operates three pediatric extended care centers (“PPECs”) in southwest Florida. A PPEC is a nurse-staffed pediatric day care center for medically complex children age birth to 21 years. Our staff includes Registered Nurses (RNs), Licensed Practical Nurses (LPNs), Certified Nursing Assistants (CNAs) and Caregivers, who attend to the children’s medical conditions throughout the day in classroom, dining, play, and clinical settings. Banyan is fully licensed and accepts Florida Medicaid. As discussed in NOTE 5, on June 10, 2021, we entered into an Amended and Restated Membership Interest Purchase Agreement (the “Restated Purchase Agreement”), by and among the Company, Richard T. Mason (“Mason”), G. Shayne Bench (“Bench”) and Trillium Healthcare Group, LLC, a Florida limited liability company (“Trillium”) to acquire all of the issued and outstanding ownership interests of Fairway Healthcare Properties, LLC (“FHP”) and Trillium Healthcare Consulting, LLC (together with FHP, the “Trillium Subsidiaries”) from Trillium. The transaction closed and was effective June 10, 2021. Trillium subsidiaries lease and operate 26 facilities in four states: Florida, Georgia, Iowa, and Nebraska with 1,685 total licensed beds (1,546 skilled nursing, 139 assisted living) and 36 independent living apartments. The breakdown by state is as follows: Florida – 1 skilled nursing facility; Georgia – 1 skilled nursing facility; Iowa – 16 skilled nursing facilities, 2 independent living centers and 1 assisted living centers; Nebraska – 4 skilled nursing facilities and 1 assisted living center The facilities provide room and board, routine daily care services, post-acute care including rehabilitation and memory care. The Trillium Subsidiaries were organized under the laws of the State of Florida on February 9, 2012, for the purpose of acquiring and managing long term care facilities, such as skilled nursing facilities and assisted living centers. We are headquartered in Bradenton, Florida. The corporate website is www.assisted4living.com COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. We are closely monitoring developments and are taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients. Our evaluations of our practices, procedures, and operations, related to COVID-19, is ongoing. Additional updates to policies, procedures and operations will occur as best practices are adopted and as we deem necessary or advisable, or as further governmental guidance or regulations are implemented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company (“Financial Statements”) have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, the accompanying condensed consolidated Financial Statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These condensed consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021 and Current Report on Form 8-K on June 2, 2021. As of April 30, 2021, we had discontinued operations reflected in the accompanying condensed consolidated Financial Statements. As a result of the Plan of Merger completed on March 23, 2021 (see NOTE 3) we have changed our year end reporting period from November to December. Capital Requirements, Liquidity and Going Concern Considerations These condensed consolidated Financial Statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we had cash and accounts receivable in the amount of approximately $ 11.4 6.5 20.6 6.9 As a result of these factors, we determined it was necessary to review our cash flow for 2021 and an overall analysis of market trends to determine whether or not we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. We also determined it was necessary to take certain corporate actions, including reducing discretionary expenses (and reduced reliance on agency staffing), improving revenue (including added Therapy and Rehab services), and raising additional capital, in order to ensure we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. During the three months ended September 30, 2021 we sold 5.0 million shares for an aggregate total of $ 5.0 million. This capital raise will be used for additional growth through acquisitions and for working capital. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. Basis of Consolidation These condensed consolidated Financial Statements include the accounts of the Company and the wholly-owned subsidiaries, Banyan Pediatric Care Centers – OPS, LLC, Banyan Pediatric Care Centers – St. Petersburg, LLC, Banyan Pediatric Care Centers, - Pasco, LLC and Banyan Pediatric Care Centers – Sarasota, LLC and the discontinued operations of Assisted 2 Live, Inc., the wholly owned subsidiary that was discontinued as of April 30, 2021. All material intercompany balances and transactions have been eliminated. The condensed consolidated Financial Statements also include the accounts of the Trillium Subsidiaries from June 10, 2021, the effective date of the transaction with Trillium. Use of Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of contractual allowances and reserves for doubtful accounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s Financial Statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. COVID-19 Pandemic and CARES Act Funding COVID-19 Pandemic. In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus. In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100 The Company’s accounting policies for the recognition of these stimulus monies is as follows: Pandemic Relief Funds Trillium received an aggregate of $ 13,487,923 in PHSSEF payments, of which $ 4,242,796 was applied during 2020. Prior to the acquisition date of June 10, 2021 Trillium had recognized $ 7,081,557 as other operating income. During the three and nine-month period ended September 30, 2021 we recognized $ 1,385,162 as other operating income resulting in a remaining balance of $ 778,408 which is classified on the balance sheet as Deferred HHS Revenue. The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID-19 after January 31, 2020, certification that payment will be used to prevent, prepare for and respond to coronavirus and shall reimburse the recipient only for healthcare-related expenses or lost revenues, as defined by HHS, that are attributable to coronavirus, as well as receipt of the funds. Amounts are recognized as a reduction to operating costs and expenses only to the extent the Company is reasonably assured that underlying conditions have been met. The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. On the basis of guidance available at the time, the Company’s estimate of lost revenues was first based on the negative change in year-over-year net patient care operating revenue, then on the negative change in year-over-year net patient care operating income and finally on the difference between budgeted and actual revenue for calendar year. The calculation as of September 30, 2021 is in accordance with the CAA which indicates that lost revenues may be calculated pursuant to frequently asked questions published by HHS in June 2020, including the difference between a provider’s budgeted and actual revenue if such budget had been established prior to March 27, 2020. The use of funds calculation as of September 30, 2021 takes into account expenses attributable to each respective entity, which primarily relate to incremental labor and supply costs, as well as lost revenues. General fund distributions were allocated among subsidiaries according to total unreimbursed losses. Targeted distributions were not allocated or transferred among subsidiaries. While the CAA, January 15, 2021 Notice and frequently asked questions published by HHS on January 28, 2021 indicate that targeted distribution payments may be allocated or transferred to subsidiaries, distinct conditions exist for such allocations or transfers including that the parent organization have a “direct ownership relationship” with the subsidiary who received the targeted distribution payment. Additionally, the subsidiary that was the recipient of the targeted distribution payment retains responsibility for reporting to HHS on the use of such funds even if they are transferred or allocated to other subsidiaries. There are significant uncertainties as to the meaning and interpretation of conditions specific to the allocation or transfer of targeted distribution payments such that as of September 30, 2021, the Company is not reasonably assured that it can or will choose to comply with such conditions in order to allocate or transfer targeted distribution payments. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the de recognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments The Company recorded payments under the Medicare Accelerated and Advance Payment program in accordance with FASB ASC 606 and has recorded amounts as a contract liability under FASB ASC 606-10-45-2. The contract liability will be reduced over time as revenue is recognized for claims submitted for services provided after the recoupment period begins. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. As of September 30, 2021, $ 1,671,698 The company receives a substantial portion of our revenues from the Medicare and Medicaid programs. Included in Managed Care and other third-party payors is operating revenues from insurance companies with which we have insurance provider contracts, Medicare managed care, insurance companies for which we do not have insurance provider contracts, workers’ compensation carriers and non-patient service revenue, such as rental income and cafeteria sales. In the future, we generally expect the portion of revenues received from the Medicare and Medicaid programs to increase over the long-term due to the general aging of the population and the impact of the Affordable Care Act. The Affordable Care Act has increased the number of insured patients in states that have expanded Medicaid, which in turn, has reduced the percentage of revenues from self-pay patients. However, it is unclear whether the trend of increased coverage will continue, due in part to the impact of the COVID-19 pandemic and the elimination of the financial penalty associated with the individual mandate, effective January 1, 2019. Further, the Affordable Care Act imposes significant reductions in amounts the government pays Medicare managed care plans. Moreover, the trend toward increased enrollment in Medicare and Medicaid managed care may adversely affect our operating revenue. An executive order issued in October 2019 seeks to accelerate this shift away from traditional fee-for-service Medicare to Medicare managed care. We may also be impacted by regulatory requirements imposed on insurers, such as minimum medical-loss ratios and specific benefit requirements. Furthermore, in the normal course of business, managed care programs, insurance companies and employers actively negotiate the amounts paid to hospitals. Our relationships with payors may be impacted by price transparency initiatives and out-of-network billing restrictions. There can be no assurance that we will retain our existing reimbursement arrangements or that these third-party payors will not attempt to further reduce the rates they pay for our services. Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-based reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for the treatment of patients covered by Medicare, Medicaid and non-governmental payors are generally less than our standard billing rates. We account for the differences between the estimated program reimbursement rates and our standard billing rates as contractual allowance adjustments, which we deduct from gross revenues to arrive at net operating revenues. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for the periods presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Earnings (Loss) Per Share Basic Earnings (loss) per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is determined using the weighted-average of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Fixed grantee stock options (fixed awards) and nonvested stock (including restricted stock) shall be included in the computation of diluted earnings per common share. Even though their issuance may be contingent upon vesting, they shall be considered to be contingently issuable shares. Because issuance of performance based stock options (and performance based nonvested stock) is contingent upon satisfying conditions in addition to the mere passage of time, those options and non vested stock shall be considered to be contingently issuable shares in the computation of diluted earnings per common share. The dilutive effect of outstanding call options and warrants (and their equivalents) are reflected in diluted earnings per common share by application of the treasury stock method unless another method is required. Equivalents of options and warrants include nonvested stock granted under a share based payment arrangement, stock purchase contracts, and partially paid stock subscriptions. Antidilutive contracts such as purchased put options and purchased call options shall be excluded from diluted earnings per common share. The Company has included shares issuable under its 2021 Incentive Award Plan in deriving its fully diluted earnings per common share using the Treasury Method in accordance with ASC 260-10-45. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At September 30, 2021 and December 31, 2020, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2017 are open and subject to examination by the taxing authorities. Revenue Recognition We follow ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when promised services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. We derive our revenues from the rendering of services, such as skilled nursing services. The five-step armodel defined by ASC 606 requires us to: (i) identify our contracts with customers, (ii) identify our performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to our performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Reimbursement rates to provide services in our facilities are determined by the fee schedules set by the government programs and negotiated in contracts with non-governmental third-party payors and private pay patients. Fees are billed to the payors and private pay patients weekly and monthly following billing guidelines and contract requirements. Net Patient Revenue Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
BANYAN MERGER
BANYAN MERGER | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BANYAN MERGER | NOTE 3 BANYAN MERGER Effective March 23, 2021, we entered into a Plan of Merger with Merger Sub and Banyan. Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan as the Surviving Entity and wholly owned subsidiary of the Company. The Merger has been treated as a recapitalization and reverse acquisition of the Company for financial accounting purposes, and Banyan is considered the acquirer for accounting purposes. This means that the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan. In connection with the Merger, we issued 4,165,418 49,984,649 64 75,000 0.38 The Surviving Entity assumed Banyan’s $ 2,300,000 2,000,000 20,000,000 0.50 4,000,000 2,000,000 300,000 12 3,000 November 6, 2021 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 – DISCONTINUED OPERATIONS On April 30, 2021, our Board of Directors (the “Board”) approved the discontinuance of our wholly owned subsidiary, Assisted 2 Live, Inc. (the “Discontinued Subsidiary”). The operations of the Discontinued Subsidiary are reflected on our condensed consolidated statement of operations from the date of the Merger as a loss from discontinued operations in the amount of $ 26,500 The April 30, 2021, Board decision was the result of the Purchase and Sale Option Agreement (the “Option Agreement”) with Romulus Barr (“Barr”) which we entered into on November 7, 2020. The Option Agreement provided us with the option to sell all of our interest in Assisted 2 Live, Inc., consisting of 1,000 200,000 200,000 395,500 1.85 SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS 2021 2020 2021 2020 For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Net revenues $ - $ - $ 76,847 $ - Cost of net revenues - - - - Gross profit - - - - Operating expenses: Salary and tax expense - - 46,813 - General and administrative - - 52,555 - Lease expense - - 3,979 - Total operating expenses - - 103,347 - Income from discontinued operations - - (26,500 ) - Interest and other, net - - - - Income from discontinued operations before income taxes - - (26,500 ) - Provision for income taxes - - Income from discontinued operations, net of income taxes $ - $ - $ (26,500 ) $ - |
TRILLIUM ACQUISITION
TRILLIUM ACQUISITION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
TRILLIUM ACQUISITION | NOTE 5 – TRILLIUM ACQUISITION On June 10, 2021, we entered into the Restated Purchase Agreement, by and among the Company, Mason, Bench and Trillium to acquire all of the issued and outstanding ownership interests of the Trillium Subsidiaries from Trillium (the “Transaction”). The Transaction closed and was effective June 10, 2021 Pursuant to the terms and conditions of the Restated Purchase Agreement, the aggregate purchase price consists of: (i) a cash payment of $ 902,847 2,500,000 5,000,000 2,500,000 As a condition to closing, the Trillium Subsidiaries paid with cash on hand $ 1,200,000 3,000,000 3,000,000 3,000,000 3,000,000 The Preferred Shares, with respect to rights on liquidation, winding up and dissolution, rank pari passu with the Common Shares. The holders of Preferred Shares have the right to cast one (1) vote for each Preferred Share held of record on all matters submitted to a vote of holders of the Common Shares, including the election of directors, and all other matters as required by law. The Preferred Shares are not convertible into Common shares at the election of the holder. However, the Preferred Shares do automatically convert into Common Shares at a one-to-one ratio two years from date of issuance. In lieu of converting the Preferred Shares, the holders thereof may elect to have the Company redeem one or more Preferred Shares at the redemption price of $1.00 per share two years from the date of issuance. The Company is required to issue the Preferred Shares to Trillium within 30 days after the purchase of the Properties closes. In connection with the issuance of the Preferred Shares, the Company will file a Certificate of Designation with the Nevada Secretary of State prior to such issuance In connection with obtaining the Landlords’ consent to the Transaction, the Company entered into: (i) a guaranty agreement with each Landlord under which the Company agreed to guaranty all obligations and liabilities under master leases for property and facilities owned by the Landlords’ and their affiliates and leased by FHP’s direct and indirect wholly-owned subsidiaries; and (ii) a Consent Agreement and Fifth Amendment to Master Lease with Omega (the “Consent”) regarding the Properties. Under the terms of the Consent, until the earlier of the purchase of the Properties closes or the expiration of the master lease agreement for the Properties in 2027: (a) Mason and Bench must remain responsible for, and have authority over, the day to day management and operations of the Properties and related facilities; and (b) the Company may not make any payment, transfer or distribution of cash or any assets to one or more equity holders or any person or entity with possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company, through the ownership of voting securities (an “Affiliate”), or return any capital, redemption of any security, or making or assumption of any loans, advances or extension of credit or capital contribution to, or any other investment in, any Affiliate, including, but not limited to, a fee for management, a payment for services rendered, a reimbursement for expenditures or overhead incurred on behalf of the Company or a payment on any debt of an Affiliate; provided, however, the Company may contribute or transfer cash or other assets to its, direct or indirect, wholly-owned subsidiaries, and pay reasonable cash compensation to the members of the Board and executive officers provided that such compensation does not in the aggregate, exceed $ 600,000 The initial purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the fair values of the assets and liabilities. The table below provides a preliminary recording of assets acquired and liabilities assumed as of the acquisition date. During the three month period ended September 30, 2021 certain adjustments were made to the fair value of accounts receivable, share liability and goodwill. The amounts recorded for property, plant and equipment, leasehold improvements and goodwill are preliminary and pending finalization of valuation efforts. SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED Assets acquired Cash $ 3,432,847 Accounts receivable 5,521,080 Prepaid expenses and other current assets 2,661,683 Property and equipment 2,380,635 Goodwill 12,082,529 Leasehold improvements 1,213,273 Lease right of use asset 44,196,092 Total identifiable assets acquired $ 71,488,139 Liabilities assumed Advance payments $ 2,905,234 Accounts payable and accrued expenses 8,783,508 Deferred revenue 2,162,966 Loan Payable - other 453,043 Lease liability - current portion 7,837,406 Notes payable 2,309,884 Lease liability - net of current portion 36,383,251 Cash due to seller 902,847 Share liability 9,750,000 Total identifiable liabilities acquired $ 71,488,139 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6– ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Our accounts payable and accrued liabilities at September 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 6,299,400 $ 16,298 Credit Card 37,712 1,050 Accrued Expense 3,513,517 130,832 Accrued Salary 995,265 - Payroll Tax Payable 33,189 - Accounts Payable and Accrued Liabilities $ 10,879,082 $ 148,180 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE Notes payable at September 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Excel Family Partners, LLLP / Banyan Pediatric Investment, Inc. (Sep 2020) a $ - $ 2,000,000 NuView Trust Co. (Nov 2020) b 300,000 300,000 Grand Trinity Plaza, LLC (Dec 2020) c 346,174 407,500 Reliant d.i 808,310 - HCSG d.ii 397,191 - Medline d.iii 242,967 - SLR - RLOC e 5,212,234 - $ 7,306,876 $ 2,707,500 a. On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 0 45,589 b. On November 6, 2020, through Banyan, we entered into a one 300,000 12 no c. On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 d. In 2019, certain vendors of Trillium agreed to extend payment terms by converting then outstanding amounts of accounts payable balances to long-term debt bearing interest at rates ranging from 0 6 i. Reliant note payable - Past due balances with vendor Reliant were converted to a note payable in 36 equal monthly installments 69,568 6 September 30, 2021 ii. HCSG note payable – Past due balances with vendor HCSG were converted to a non-interest-bearing note payable; payable in 36 equal monthly principal installments 33,099 September 30, 2021 iii. Medline note payable – Past due balances with vendor Medline were converted to a note payable; payable in 36 equal monthly installments of principal 20,911 6 September 30, 2021 e. SLR revolving line of credit - On May 9, 2019, Trillium entered into a financing agreement (“the GHF Line”) with Gemino Healthcare Finance, LLC (DBA SLR Healthcare ABL), the lender, which allows the Trillium Subsidiaries to borrow up to the lesser of $ 10 85 2 4.95 1 0.75 May 9, 2022 5,212,234 (1) adding Assisted 4 Living, Inc as a guarantor to the credit facility and releasing Trillium and it’s four principal individuals from their obligations under the credit facility; (2) increasing the term of the credit facility so that it now expires on September 29, 2023 10 25 The entire balance due on each line has been classified as a current liability in accordance with FASB ASC Topic 470-10-45-5, Classification of Revolving Credit Agreements Subject to Lock-Box Arrangements. FASB guidance stipulates that if the contractual provisions of a loan arrangement require, in the ordinary course of business and without another event occurring, the cash receipts of a debtor to be used to repay the existing obligation, the credit agreement should be considered a short-term obligation. |
LEASEHOLD IMPROVEMENTS
LEASEHOLD IMPROVEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Leasehold Improvements | |
LEASEHOLD IMPROVEMENTS | NOTE 8 – LEASEHOLD IMPROVEMENTS The Company had the following leasehold improvements as of September 30, 2021 and December 31, 2020: SCHEDULE OF LEASESHOLD IMPROVEMENTS September 30, December 31, Amortization 2021 2020 Period Leasehold improvements 3,984,470 2,669,047 15 17 Less: amortization (218,140 ) (54,656 ) Net 3,766,330 2,614,391 During the year ended December 31, 2020, we recorded $ 2,669,047 1,245,950 15 1,021,793 17 401,303 15 1,213,273 Amortization expense for the three months ended September 30, 2021 and 2020 was $ 70,193 13,593 Amortization expense for the nine months ended September 30, 2021 and 2020 was $ 218,140 54,656 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Amortization Period 2021 2020 Furniture and fixtures 987,904 73,594 5 Computers / equipment / software 95,952 50,401 5 Motor vehicles 12,084 12,084 5 Buildings 1,060,000 - 39 Land 500,000 - Construction in progress 100,699 - Less: depreciation (76,524 ) (7,604 ) Net 2,680,115 128,475 During the year ended December 31, 2020 we recorded $ 136,079 During the nine month period ending September 30, 2021 we recorded additional furniture and fixtures related to the Banyan locations in the amount of approximately $ 23,000 41,000 Through the Trillium acquisition on June 10, 2021 we recorded approximately $ 3.6 69,487 |
OPERATING AND CAPITAL LEASES
OPERATING AND CAPITAL LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Operating And Capital Leases | |
OPERATING AND CAPITAL LEASES | NOTE 10 – OPERATING AND CAPITAL LEASES On August 24, 2019, through Banyan Pediatric Care Centers-Sarasota, LLC, we entered into an operating lease with Northeast Plaza Venture I, LLC for the premises located in the Northeast Plaza Shopping Center located on the Northeast corner of 17th Street & Lockwood Ridge Road, in the County of Sarasota, Florida. The initial term of the lease is five 180,000 The landlord granted rent abatement for this lease until February 24, 2020 The lease end date, including two successive 5 1,899,869 On October 15, 2019, through Banyan, we entered into an assignment and assumption of lease agreement with The Kidz Club – St. Pete, LLC whereby we assumed approximately 12,137 113,681 October 31, 2024 1.5 875,539 Effective April 1, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into an 84 94,500 The landlord granted rent abatement until September 2020 The lease end date, including two successive 5 1,143,743 On June 9, 2020, through Banyan, we entered into a 36 5,376 12 12 The equipment under this lease has a fixed $1 payment buyout option 16,066 On August 25, 2020, through Banyan, we entered into a 60 This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased 24,859 23,920 102,393 On October 20, 2020, through Banyan, we entered into a 60 This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased 13,381 12,891 55,345 In April of 2021, through Banyan, we entered into a 36 4,920 The equipment under this lease has a fixed $1 payment buyout option 14,693 In July of 2021, through Banyan, we entered into a 60 15,654 15,193 65,772 In August of 2021, through Banyan we entered into a 36 4,920 The equipment under this lease has a fixed $1 payment buyout option 14,040 In July of 2021, through Trillium we entered into a 60 1,920 8,049 In August of 2021, through Trillium we entered into a 60 4,321 18,476 In July of 2021, through Trillium we entered into a 36 5,094 13,054 The leases assumed in the Trillium acquisition effective June 10, 2021 are reflected in accordance with FASB ASC Topic 842-10-65 which states; for leases in which the acquiree is a lessee, the acquirer shall measure the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the acquirer at the acquisition date. The acquirer shall measure the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. Through the Trillium acquisition (see NOTE 5) we assumed two master lease agreements. The first master lease agreement with Omega consists of 14 10 29,906,314 The second master lease with CTR accounts for 10 5 14,468,509 Through the Trillium acquisition we also assumed 27 capital leases ● 2 phone systems for facilities ● 6 van leases for facilities to transport residents ● 15 copy machine leases for use at the facilities ● 3 postage machine leases for use at the facilities ● 1 lease for a washing machine at a facility These leases are treated as capital leases for accounting purposes. In accordance with ASC 842, we recorded the operating lease right of use asset and lease liability as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY September 30, 2021 December 31, 2020 Right of Use (ROU) assets $ 46,089,030 $ 3,977,988 September 30, 2021 December 31, 2020 Operating lease obligations: Current $ 8,311,905 $ 189,397 Non-Current 38,089,042 3,864,321 Total $ 46,400,947 $ 4,053,718 Maturity of Operating Lease obligations for period ended September 30, 2021 , SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 (three months) $ 1,990,630 2022 8,545,124 2023 9,950,470 2024 8,305,778 2025 5,840,681 After 2025 $ 11,768,262 Total lease obligation 46,400,947 Information associated with the measurement of our remaining operating lease obligations as of September 30, 2021 is as follows: The operating leases range from a term of 2.89 15.93 5.47 The capital leases range from a term of 1 4.96 3.72 The weighted average discount rate for operating leases is 7.80 The weighted average discount rate for capital leases is 7.81 The lease expense for the three and nine month periods ended September 30, 2021 were $ 2,991,078 3,912,133 95,319 193,365 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 11 - EQUITY Preferred Stock We have authorized 25,000,000 0.0001 As discussed in NOTE 5, as part of the Trillium acquisition, Trillium is entitled to 2,500,000 shares of the Company’s Series A Preferred Stock. The Preferred Shares, with respect to rights on liquidation, winding up and dissolution, rank pari passu with the Common Shares. The holders of Preferred Shares have the right to cast one (1) vote for each Preferred Share held of record on all matters submitted to a vote of holders of the Common Shares, including the election of directors, and all other matters as required by law. The Preferred Shares are not convertible into Common shares at the election of the holder. However, the Preferred Shares do automatically convert into Common Shares at a one to one ratio two years from date of issuance. In lieu of converting the Preferred Shares, the holders thereof may elect to have the Company redeem one or more Preferred Shares at the redemption price of $ 1.00 per share two years from the date of issuance. The Company is required to issue the Preferred Shares to Trillium within 30 days after the purchase of the Properties closes. In connection with the issuance of the Preferred Shares, the Company will file a Certificate of Designation with the Nevada Secretary of State prior to such issuance. A liability to issue the 2,500,000 shares is reflected as a long-term liability on the condensed consolidated balance sheet as of September 30, 2021in the amount of $ 4,750,000 . Common Stock We have authorized 100,000,000 0.0001 45,345,418 Fiscal Year 2021 On March 23, 2021, we entered into a Plan of Merger with Banyan (See NOTE 3). In connection with the Merger, we issued 4,165,418 49,984,649 In conjunction with the Merger, the previously issued 31,230,000 During the period from February 11, 2021 through March 31, 2021 we issued 7,080,000 0.50 3,540,000 During the three months ended June 30, 2021, noteholders of the $ 2,000,000 4,000,000 2,000,000 During the three months ended June 30, 2021, we issued Common Shares in satisfaction of a liability to issue shares in the amount of $ 575,000 1,150,000 0.50 As discussed in NOTE 5, as part of the Trillium acquisition, Trillium is entitled to Common Shares having an aggregate value of $ 5,000,000 , based on the stock price at the time of issuance, upon the earlier of an initial public offering by the Company or June 10, 2022. A share liability is recorded as a current liability in the amount of $ 5,000,000 on the condensed consolidated balance sheet as of September 30, 2021. During the three month period ended September 30, 2021 we issued 5,000,000 1.00 5,000,000 On August 26, 2021, a majority of the stockholders approved, by written consent without a meeting, the 2021 Incentive Award Plan (“Award Plan”). The Award Plan was approved by the board of directors on August 19, 2021, and recommended to the stockholders for their approval. Under the Award Plan, 4,500,000 shares of our common stock will be initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents or other stock or cash based awards. As of the nine month period ending September 30, 2021 2,750,208 of the reserved shares were provided as stock options to 10 employees as part of the 2021 Incentive Award Plan. (See NOTE 14) Fiscal Year 2020 During the year ended December 31, 2020, $ 140 30 On September 19, 2020, we issued 2,000,000 500,000 Warrants In association with the September 27, 2019, Asset Purchase Agreement (The Kidz Club St Pete, LLC), we issued 75,000 0.38 September 27, 2029 SCHEDULE OF WARRANTS OUTSTANDING Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2020 - - - $ - Granted 75,000 $ 0.38 10.0 $ - Expired - - - Exercised - - - Outstanding at December 31, 2020 75,000 $ 0.38 9.74 $ 1.62 Granted - - - Expired - - - Exercised - - - Outstanding and exercisable September 30, 2021 75,000 $ 0.38 8.99 $ 3.12 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS On February 1, 2021 (the “Effective Date”), we signed an employment agreement with our new CEO, Louis Collier (“Collier”). Collier will be paid a base salary of $ 400,000 150,000 50,000 50,000 50,000 1,250,000 On March 23, 2021, we entered into a Plan of Merger (See NOTE 3) whereas we assumed debt of $ 2,000,000 20,000,000 4,000,000 4,000,000 During the three months ended September 30, 2021 and 2020, we compensated members of the Board $ 42,000 0 During the three months ended September 30, 2021 accrued payroll of $ 60,000 6,277 60,000 8 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 13 – SEGMENT INFORMATION The Company has adopted provisions of ASC 280-10 Segment Reporting for the three and nine months ended September 30, 2021, and 2020. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company and its Chief Operating Decision Makers determined that the Company’s operations consist of two segments: (i) Banyan’s three pediatric extended care centers (“PPECs”) in southwest Florida, and (ii) the second segment is the Trillium Subsidiaries consisting of senior housing communities including skilled nursing facilities, assisted living facilities and independent living facilities. The table below reflects the segment operations for the nine months ended September 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION PPEC Trillium Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 2,094,905 $ 26,998,940 $ - $ 29,093,845 Cost of Sales (810,114 ) (14,666,956 ) - (15,477,070 ) Gross Profit 1,284,792 12,331,983 - 13,616,775 Salaries and payroll expense 610,183 5,521,454 540,019 6,671,656 General and administrative 828,543 5,409,409 353,797 6,591,749 Lease expense 383,501 3,528,632 - 3,912,133 Professional fees 255,218 1,450,431 1,001,862 2,707,511 Marketing and advertising 164,800 172,184 - 336,984 Depreciation and amortization expense 206,777 111,336 211 318,324 Operating Loss $ (1,164,231 ) $ (3,861,462 ) $ (1,895,889 ) $ (6,921,582 ) Total Assets $ 10,206,083 $ 73,191,222 $ 2,733,979 $ 86,131,284 Total Liabilities $ 4,954,086 $ 63,148,235 $ 10,724,471 $ 78,826,792 Cash used in operating activities $ (917,789 ) $ (6,699,086 ) $ (2,395,144 ) $ (10,012,019 ) Cash used in investing activities $ (51,972 ) $ 3,620,828 $ 3,568,856 Cash provided by financing activities $ (211,903 ) $ 4,724,102 $ 5,479,518 $ 9,991,717 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 14 – STOCK-BASED COMPENSATION On August 26, 2021, a majority of the stockholders approved, by written consent without a meeting, the 2021 Incentive Award Plan (“Award Plan”). The Award Plan was approved by the board of directors on August 19, 2021 and recommended to the stockholders for their approval. Under the Award Plan, 4,500,000 2,750,208 4 57,296 2,692,912 The following table summarizes our Stock Options activity under the Award Plan for the nine months ended September 30, 2021: SUMMARY OF STOCK OPTIONS ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Vesting Period (Years) Outstanding At December 31, 2020 - Granted 2,750,208 $ 1.00 3.92 Forfeited - - Exercised - - Outstanding September 30, 2021 2,750,208 At September 30, 2021 the weighted average period over which compensation cost on non-vested Stock Options expected to be recognized is 3.92 years and the unrecognized expense is approximately $ 8.1 million . Stock-based compensation before income taxes included in salaries and wages in the condensed consolidated statement of operations was $ 171,888 We did not have any cash proceeds or income tax benefits realized from the exercise of Stock Options for the three and nine months ended September 30, 2021. Valuation Assumptions Calculating the fair value of employee stock options requires estimates and significant judgement. We use the Binomial option pricing model to estimate the fair value of the employee stock options. We have included shares issuable under the Award Plan in deriving fully diluted earnings per share using the Treasury Method in accordance with ASC 260-10-45. Under the Treasury Method, nonvested stock options granted, where the only satisfying condition is the mere passage of time, shall be assumed exercised at the beginning of the period (or at time of issuance, if later). The proceeds from exercise of stock options shall be assumed to be used to purchase common stock at the average market price during the period using daily closing prices |
CONCENTRATIONS AND CREDIT RISKS
CONCENTRATIONS AND CREDIT RISKS | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS AND CREDIT RISKS | NOTE 15 – CONCENTRATIONS AND CREDIT RISKS Cash The Company places its cash with high credit quality financial institutions. The Company had balances in excess of the Federal Deposit Insurance Corporation (“FDIC”) coverage of $ 250,000 at September 30, 2021, the aggregate amount in excess of the coverage limit was approximately $ 2.8 million consisting of three accounts. The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits. The Company has not experienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenues and Accounts Receivable For the three and nine months ended September 30, 2021, approximately 15 67 13 At September 30, 2021 18 54 13 11 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS We have evaluated subsequent events from September 30, 2021 through the date of these financial statements were issued and determined the following events require disclosure: Autumn Accolade On September 30, 2021,we entered into an Agreement for the Purchase and Sale of Business Assets and Real Estate (the “Purchase Agreement”), with Autumn Accolade, Inc., (“Asset Seller”), Deborah S. Penn, as Trustee under the provisions of a Trust Agreement dated October 8, 2012, and known as the Denton M. Penn Jr. Trust, as to an undivided one-half interest; Deborah S. Penn, as Trustee under the provisions of a Trust Agreement dated October 8, 2012, and known as the Deborah S. Penn Trust, as to an undivided one-half interest (together, “RE Seller,” and collectively with Asset Seller, the “Seller”). Asset Seller owns and operates a licensed assisted living facility located in Green Valley; Illinois known as Autumn Accolade (the “Business”). Asset Seller also owns various assets in conjunction with the operation of the Business, including all assets that are located at, on or within the Premises including those assets that are affixed to the Premises (collectively, “Assets”). RE Seller is the owner in fee simple of the real estate upon which the Assets are located (the “Premises”). Subject to the terms of the Purchase Agreement, we are acquiring the Assets and the Premises from the Sellers in exchange for $ 2,300,000 110,000 15,000 The closing shall take place promptly following the satisfaction or waiver of the conditions to closing (but in no event less than 30 days thereafter unless otherwise agreed to by the parties). In the event the closing has not taken place by March 31, 2022, then either party may terminate the Purchase Agreement by written notice to the other party so long as such party is not then in breach of the Purchase Agreement, and the Deposit will be immediately returned , less $ 35,000 20,000 Gemino Healthcare Finance On September 30, 2021 we entered into a Second Amendment to our credit agreement with Gemino Healthcare Finance, LLC. The Credit Agreement was entered into in connection with a $ 10 May 9, 2022 (i) the annual rate reported as the London Interbank Offer Rate applicable to ninety (90) day deposits of United States Dollars as reported in the Money Rates Section of The Wall Street Journal on the date of determination; and (ii) 2.00%, plus 4.95% (together, the “Interest Rate”). The Interest Rate on all amounts outstanding under the credit facility is adjusted daily based on any changes in the amount under subsection (i) above and subsection (ii) above, as applicable. There are also various fees paid in connection with the credit facility, including: (1) a monthly collateral monitoring fee of 1.00% of the average borrowing base during the prior month; (2) a monthly unused line fee equal to 0.75% per annum of the unused portion of the maximum amount of credit facility; (3) a minimum use fee if the outstanding revolving loan balance is less than $2 million equal to the Interest Rate times the minimum balance of $2 million; and (4) a termination fee of $ 100,000 The First Amendment amended the Credit Agreement by: (1) releasing seven entities from the Trillium Group of their obligations under the credit facility in connection with Trillium’s sale of those entities; (2) increasing to 5.95% the rate used to calculate the Interest Rate; (3) increasing the monthly collateral monitoring fee to 1.50%; (4) lowering the revolving commitment amount from $10 million to $7 million; and (5) waiving borrower’s failure to comply with the fixed charge coverage ratio for the fiscal quarters ending September 30, 2019, December 31, 2019, and March 31, 2020 The Second Amendment further amended the Credit Agreement by: (1) adding Assisted 4 Living, Inc as a guarantor to the credit facility and releasing Trillium and it’s four principal individuals from their obligations under the credit facility; (2) increasing the term of the credit facility so that it now expires on September 29, 2023; (3) revising the termination fee to reflect the increase in the term of the credit facility; (4) modifying the fixed percentage used to calculate the Interest Rate from 5.95% to a range of 4.50% to 3.90%, depending on the outstanding loan balance during the preceding three months, with the rate decreasing as the amount borrowed increases; (5) reducing the collateral monitoring fee from 1.50% to 1.00%; (6) reducing the unused line fee from 0.75% to 0.50%; (7) increasing the maximum amount of the credit facility from $10 million to $25 million; and (8) revising terms regarding financial statements and collateral reports, limitations on certain corporate guarantors and curing defaults Debt On October 8, 2021 we entered into a guaranty agreement in connection with a loan made to our wholly-owned subsidiary, Assisted 4 Living Consulting, Inc. in the principal amount of $ 1,250,000 10 10,416.67 October 8, 2022 If any portion of the principal is paid prior to July 8, 2022, then Assisted 4 Living Consulting, LLC must pay a prepayment fee calculated as the difference between nine months of interest on the amount of principal being prepaid and the amount of interest paid to date on the amount of principal being prepaid. The lender is guaranteed nine months of interest regardless of when Loan is paid off. After the maturity date or due date of the promissory note, interest shall be charged on the respective principal amount remaining unpaid at a rate equivalent to the highest lawful rate or twenty-five percent ( 25 If any payment of principal or interest or both is more than five days late, Borrower agrees to pay lender a late charge equal to five percent (5.0%) of the payment. Crete Plus Five Property On October 13, 2021 we entered into an Agreement of Purchase and Sale with Crete Plus Five Property, LLC, Iowa Lincoln County Property LLC, Muscatine Toledo Properties, LLC and Avery Street Property, LLC (collectively, “Owners” ). The Owners owns 13 senior housing facilities located in Iowa, Nebraska and Florida (collectively, the “Facilities”) as well the real property underlying the Facilities (the “Properties”). The Agreement of Purchase and Sale is for the purchase of the Facilities, the Properties and all of Owner’s right, title and interest in all of the personal property located at the Properties, other than certain personal property described in Exhibit B attached to the Agreement of Purchase and Sale, such as cash and the tradenames and books and records of Owner. The A4L indirect wholly-owned subsidiaries currently lease the Properties from Owner, and operate the Facilities, pursuant to an Master Lease dated as of May 13, 2015, as amended. The purchase price for the Facilities and the Properties is $ 59,000,000 . A4L paid a $ 3,000,000 deposit (the “Deposit”) in June upon execution of a letter of intent with Owner as part of the Trillium transaction, and A4L will receive a credit at closing against the purchase price in the amount of the Deposit. If the Agreement of Purchase and Sale is Terminated prior to closing for any reason other than breach of the agreement by Owner, the Deposit will be paid to Owner as liquidated damages. The closing is to occur on March 1, 2022; provided, however, A4L may extend the March 1, 2022 closing date to no later than March 31, 2022, upon written notice to Owner prior to the February 15, 2022. Grace Care Centers On October 18, 2021 we completed the acquisition from Grace Care Centers and its affiliates (collectively, “Grace”) of three skilled nursing facilities located in Texas (the “Skilled Facilities”), including the real property, buildings, structures, improvements, fixtures and certain other assets comprising the Skilled Facilities (together with the Skilled Facilities, the “Assets”) in exchange for an aggregate purchase price of $ 7,750,000 The Skilled Facilities, located in Olney, Nocona and Henrietta, Texas, are all 5-star rated by CMS for quality and have a combined 258 beds. The Skilled Facilities will continue to be leased to local hospital districts, who will continue to be the licensed operators of the Skilled Facilities. A4L, through indirect wholly-owned subsidiaries, now owns the Assets and will manage the day-to-day activities of the Skilled Facilities pursuant to management agreements which it assumed in connection with the transaction. A4L, through its indirect wholly-owned subsidiary, financed part of the Purchase Price with a loan from Arena Limited SPV, LLC (“Lender”) in the principal amount of $ 6,600,000 Outstanding principal accrues interest at a rate per annum equal to the sum of the Prime Rate plus 4.125%, with a minimum interest rate per annum of not less than 7.875%. Monthly interest only payments commence on December 15, 2021, and continue each month until the maturity date of the Loan on April 18, 2023, at which time any outstanding principal and accrued and unpaid interest is due and payable. If any principal, interest or any other sums due under the Loan (other than the payment of principal due on the maturity date), is not paid on or prior to the due date, A4L is required to pay Lender upon demand an amount equal to 5% of such unpaid sum. In connection with any repayment or prepayment of principal, a non-refundable fee equal to 0.5% of the principal amount of such repayment or prepayment is due A4L has the right to extend the initial maturity date to October 15, 2023 upon prior written notice to Lender and the payment to Lender of a non-refundable fee equal to 1% of the outstanding principal balance no later than 30 days prior to the maturity date. A4L may extend the maturity date further, to April 15, 2024, upon prior written notice to Lender and the payment to Lender of a non-refundable fee equal to 1% of the outstanding principal balance prior to the extended maturity date. The Loan is secured by a first priority lien on the Assets, including all amounts received by A4L or any subsidiaries constituting rent or other payment under any leases or management fees under each of the management agreements, which must be deposited into a segregated account at a bank and held in trust for Lender. The Loan is subject to customary affirmative and negative covenants, as well as customary default provisions for late or non-payments or breach of covenants, for loans of this nature. Pursuant to the terms of a guaranty agreement, A4L and several of its direct and indirect wholly-owned subsidiaries, have each unconditionally guaranteed to Lender the payment of all indebtedness, liabilities and obligations of every kind and nature under the Loan. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company (“Financial Statements”) have been prepared in accordance with GAAP for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, the accompanying condensed consolidated Financial Statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the operating results for the full fiscal year or any future period. These condensed consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021 and Current Report on Form 8-K on June 2, 2021. As of April 30, 2021, we had discontinued operations reflected in the accompanying condensed consolidated Financial Statements. As a result of the Plan of Merger completed on March 23, 2021 (see NOTE 3) we have changed our year end reporting period from November to December. |
Capital Requirements, Liquidity and Going Concern Considerations | Capital Requirements, Liquidity and Going Concern Considerations These condensed consolidated Financial Statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Although we had cash and accounts receivable in the amount of approximately $ 11.4 6.5 20.6 6.9 As a result of these factors, we determined it was necessary to review our cash flow for 2021 and an overall analysis of market trends to determine whether or not we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. We also determined it was necessary to take certain corporate actions, including reducing discretionary expenses (and reduced reliance on agency staffing), improving revenue (including added Therapy and Rehab services), and raising additional capital, in order to ensure we have sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. During the three months ended September 30, 2021 we sold 5.0 million shares for an aggregate total of $ 5.0 million. This capital raise will be used for additional growth through acquisitions and for working capital. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. |
Basis of Consolidation | Basis of Consolidation These condensed consolidated Financial Statements include the accounts of the Company and the wholly-owned subsidiaries, Banyan Pediatric Care Centers – OPS, LLC, Banyan Pediatric Care Centers – St. Petersburg, LLC, Banyan Pediatric Care Centers, - Pasco, LLC and Banyan Pediatric Care Centers – Sarasota, LLC and the discontinued operations of Assisted 2 Live, Inc., the wholly owned subsidiary that was discontinued as of April 30, 2021. All material intercompany balances and transactions have been eliminated. The condensed consolidated Financial Statements also include the accounts of the Trillium Subsidiaries from June 10, 2021, the effective date of the transaction with Trillium. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of contractual allowances and reserves for doubtful accounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s Financial Statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. |
Allowance for Doubtful Accounts, Contractual and Other Discounts | Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. |
COVID-19 Pandemic and CARES Act Funding | COVID-19 Pandemic and CARES Act Funding COVID-19 Pandemic. In January 2020, the Secretary of the U.S. Department of Health and Human Services (“HHS”) declared a national public health emergency due to a novel strain of coronavirus. In March 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this coronavirus, a pandemic. The resulting measures to contain the spread and impact of COVID-19 and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. Sources of relief include the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. In total, the CARES Act, PPPHCE Act and the CAA authorize $178 billion in funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100 The Company’s accounting policies for the recognition of these stimulus monies is as follows: |
Pandemic Relief Funds | Pandemic Relief Funds Trillium received an aggregate of $ 13,487,923 in PHSSEF payments, of which $ 4,242,796 was applied during 2020. Prior to the acquisition date of June 10, 2021 Trillium had recognized $ 7,081,557 as other operating income. During the three and nine-month period ended September 30, 2021 we recognized $ 1,385,162 as other operating income resulting in a remaining balance of $ 778,408 which is classified on the balance sheet as Deferred HHS Revenue. The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID-19 after January 31, 2020, certification that payment will be used to prevent, prepare for and respond to coronavirus and shall reimburse the recipient only for healthcare-related expenses or lost revenues, as defined by HHS, that are attributable to coronavirus, as well as receipt of the funds. Amounts are recognized as a reduction to operating costs and expenses only to the extent the Company is reasonably assured that underlying conditions have been met. The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. On the basis of guidance available at the time, the Company’s estimate of lost revenues was first based on the negative change in year-over-year net patient care operating revenue, then on the negative change in year-over-year net patient care operating income and finally on the difference between budgeted and actual revenue for calendar year. The calculation as of September 30, 2021 is in accordance with the CAA which indicates that lost revenues may be calculated pursuant to frequently asked questions published by HHS in June 2020, including the difference between a provider’s budgeted and actual revenue if such budget had been established prior to March 27, 2020. The use of funds calculation as of September 30, 2021 takes into account expenses attributable to each respective entity, which primarily relate to incremental labor and supply costs, as well as lost revenues. General fund distributions were allocated among subsidiaries according to total unreimbursed losses. Targeted distributions were not allocated or transferred among subsidiaries. While the CAA, January 15, 2021 Notice and frequently asked questions published by HHS on January 28, 2021 indicate that targeted distribution payments may be allocated or transferred to subsidiaries, distinct conditions exist for such allocations or transfers including that the parent organization have a “direct ownership relationship” with the subsidiary who received the targeted distribution payment. Additionally, the subsidiary that was the recipient of the targeted distribution payment retains responsibility for reporting to HHS on the use of such funds even if they are transferred or allocated to other subsidiaries. There are significant uncertainties as to the meaning and interpretation of conditions specific to the allocation or transfer of targeted distribution payments such that as of September 30, 2021, the Company is not reasonably assured that it can or will choose to comply with such conditions in order to allocate or transfer targeted distribution payments. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the de recognition of amounts previously recognized, which (in any such case) may be material. |
Medicare Accelerated Payments | Medicare Accelerated Payments The Company recorded payments under the Medicare Accelerated and Advance Payment program in accordance with FASB ASC 606 and has recorded amounts as a contract liability under FASB ASC 606-10-45-2. The contract liability will be reduced over time as revenue is recognized for claims submitted for services provided after the recoupment period begins. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. As of September 30, 2021, $ 1,671,698 The company receives a substantial portion of our revenues from the Medicare and Medicaid programs. Included in Managed Care and other third-party payors is operating revenues from insurance companies with which we have insurance provider contracts, Medicare managed care, insurance companies for which we do not have insurance provider contracts, workers’ compensation carriers and non-patient service revenue, such as rental income and cafeteria sales. In the future, we generally expect the portion of revenues received from the Medicare and Medicaid programs to increase over the long-term due to the general aging of the population and the impact of the Affordable Care Act. The Affordable Care Act has increased the number of insured patients in states that have expanded Medicaid, which in turn, has reduced the percentage of revenues from self-pay patients. However, it is unclear whether the trend of increased coverage will continue, due in part to the impact of the COVID-19 pandemic and the elimination of the financial penalty associated with the individual mandate, effective January 1, 2019. Further, the Affordable Care Act imposes significant reductions in amounts the government pays Medicare managed care plans. Moreover, the trend toward increased enrollment in Medicare and Medicaid managed care may adversely affect our operating revenue. An executive order issued in October 2019 seeks to accelerate this shift away from traditional fee-for-service Medicare to Medicare managed care. We may also be impacted by regulatory requirements imposed on insurers, such as minimum medical-loss ratios and specific benefit requirements. Furthermore, in the normal course of business, managed care programs, insurance companies and employers actively negotiate the amounts paid to hospitals. Our relationships with payors may be impacted by price transparency initiatives and out-of-network billing restrictions. There can be no assurance that we will retain our existing reimbursement arrangements or that these third-party payors will not attempt to further reduce the rates they pay for our services. Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-based reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for the treatment of patients covered by Medicare, Medicaid and non-governmental payors are generally less than our standard billing rates. We account for the differences between the estimated program reimbursement rates and our standard billing rates as contractual allowance adjustments, which we deduct from gross revenues to arrive at net operating revenues. Final settlements under some of these programs are subject to adjustment based on administrative review and audit by third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short- term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred. |
Goodwill | Goodwill Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for the periods presented. The Company tests goodwill for impairment on an annual basis, and when events or circumstances indicate the fair value of a reporting unit may be below its carrying value. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented. |
Advertising and Marketing | Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic Earnings (loss) per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is determined using the weighted-average of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Fixed grantee stock options (fixed awards) and nonvested stock (including restricted stock) shall be included in the computation of diluted earnings per common share. Even though their issuance may be contingent upon vesting, they shall be considered to be contingently issuable shares. Because issuance of performance based stock options (and performance based nonvested stock) is contingent upon satisfying conditions in addition to the mere passage of time, those options and non vested stock shall be considered to be contingently issuable shares in the computation of diluted earnings per common share. The dilutive effect of outstanding call options and warrants (and their equivalents) are reflected in diluted earnings per common share by application of the treasury stock method unless another method is required. Equivalents of options and warrants include nonvested stock granted under a share based payment arrangement, stock purchase contracts, and partially paid stock subscriptions. Antidilutive contracts such as purchased put options and purchased call options shall be excluded from diluted earnings per common share. The Company has included shares issuable under its 2021 Incentive Award Plan in deriving its fully diluted earnings per common share using the Treasury Method in accordance with ASC 260-10-45. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Any future benefit arising from losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the condensed consolidated financial statements. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At September 30, 2021 and December 31, 2020, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2017 are open and subject to examination by the taxing authorities. |
Revenue Recognition | Revenue Recognition We follow ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when promised services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. We derive our revenues from the rendering of services, such as skilled nursing services. The five-step armodel defined by ASC 606 requires us to: (i) identify our contracts with customers, (ii) identify our performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to our performance obligations in those contracts and (v) recognize revenue when each performance obligation under those contracts is satisfied. Reimbursement rates to provide services in our facilities are determined by the fee schedules set by the government programs and negotiated in contracts with non-governmental third-party payors and private pay patients. Fees are billed to the payors and private pay patients weekly and monthly following billing guidelines and contract requirements. |
Net Patient Revenue | Net Patient Revenue Net operating revenues are recorded at the transaction price estimated by the Company to reflect the total consideration due from patients and third-party payors in exchange for providing services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these services are provided. The transaction price, which involves significant estimates, is determined based on the Company’s standard charges for the services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and other patient price concessions. The collection of outstanding receivables for Medicare, Medicaid, managed care payers, other third-party payers and patients is our primary source of cash and is critical to our operating performance. The primary collection risks relate to uninsured patient accounts, including patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and copayments) remain outstanding. Implicit price concessions relate primarily to amounts due directly from patients. Estimated implicit price concessions are recorded for all uninsured accounts, regardless of the aging of those accounts. Accounts are written off when all reasonable internal and external collection efforts have been performed. The estimates for implicit price concessions are based upon management’s assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. Management relies on the results of detailed reviews of historical write-offs and collections at facilities that represent a majority of our revenues and accounts receivable. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS | SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS 2021 2020 2021 2020 For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Net revenues $ - $ - $ 76,847 $ - Cost of net revenues - - - - Gross profit - - - - Operating expenses: Salary and tax expense - - 46,813 - General and administrative - - 52,555 - Lease expense - - 3,979 - Total operating expenses - - 103,347 - Income from discontinued operations - - (26,500 ) - Interest and other, net - - - - Income from discontinued operations before income taxes - - (26,500 ) - Provision for income taxes - - Income from discontinued operations, net of income taxes $ - $ - $ (26,500 ) $ - |
TRILLIUM ACQUISITION (Tables)
TRILLIUM ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED | SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED Assets acquired Cash $ 3,432,847 Accounts receivable 5,521,080 Prepaid expenses and other current assets 2,661,683 Property and equipment 2,380,635 Goodwill 12,082,529 Leasehold improvements 1,213,273 Lease right of use asset 44,196,092 Total identifiable assets acquired $ 71,488,139 Liabilities assumed Advance payments $ 2,905,234 Accounts payable and accrued expenses 8,783,508 Deferred revenue 2,162,966 Loan Payable - other 453,043 Lease liability - current portion 7,837,406 Notes payable 2,309,884 Lease liability - net of current portion 36,383,251 Cash due to seller 902,847 Share liability 9,750,000 Total identifiable liabilities acquired $ 71,488,139 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Our accounts payable and accrued liabilities at September 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 6,299,400 $ 16,298 Credit Card 37,712 1,050 Accrued Expense 3,513,517 130,832 Accrued Salary 995,265 - Payroll Tax Payable 33,189 - Accounts Payable and Accrued Liabilities $ 10,879,082 $ 148,180 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable at September 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Excel Family Partners, LLLP / Banyan Pediatric Investment, Inc. (Sep 2020) a $ - $ 2,000,000 NuView Trust Co. (Nov 2020) b 300,000 300,000 Grand Trinity Plaza, LLC (Dec 2020) c 346,174 407,500 Reliant d.i 808,310 - HCSG d.ii 397,191 - Medline d.iii 242,967 - SLR - RLOC e 5,212,234 - $ 7,306,876 $ 2,707,500 a. On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 0 45,589 b. On November 6, 2020, through Banyan, we entered into a one 300,000 12 no c. On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 d. In 2019, certain vendors of Trillium agreed to extend payment terms by converting then outstanding amounts of accounts payable balances to long-term debt bearing interest at rates ranging from 0 6 i. Reliant note payable - Past due balances with vendor Reliant were converted to a note payable in 36 equal monthly installments 69,568 6 September 30, 2021 ii. HCSG note payable – Past due balances with vendor HCSG were converted to a non-interest-bearing note payable; payable in 36 equal monthly principal installments 33,099 September 30, 2021 iii. Medline note payable – Past due balances with vendor Medline were converted to a note payable; payable in 36 equal monthly installments of principal 20,911 6 September 30, 2021 e. SLR revolving line of credit - On May 9, 2019, Trillium entered into a financing agreement (“the GHF Line”) with Gemino Healthcare Finance, LLC (DBA SLR Healthcare ABL), the lender, which allows the Trillium Subsidiaries to borrow up to the lesser of $ 10 85 2 4.95 1 0.75 May 9, 2022 5,212,234 (1) adding Assisted 4 Living, Inc as a guarantor to the credit facility and releasing Trillium and it’s four principal individuals from their obligations under the credit facility; (2) increasing the term of the credit facility so that it now expires on September 29, 2023 10 25 |
LEASEHOLD IMPROVEMENTS (Tables)
LEASEHOLD IMPROVEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leasehold Improvements | |
SCHEDULE OF LEASESHOLD IMPROVEMENTS | The Company had the following leasehold improvements as of September 30, 2021 and December 31, 2020: SCHEDULE OF LEASESHOLD IMPROVEMENTS September 30, December 31, Amortization 2021 2020 Period Leasehold improvements 3,984,470 2,669,047 15 17 Less: amortization (218,140 ) (54,656 ) Net 3,766,330 2,614,391 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Amortization Period 2021 2020 Furniture and fixtures 987,904 73,594 5 Computers / equipment / software 95,952 50,401 5 Motor vehicles 12,084 12,084 5 Buildings 1,060,000 - 39 Land 500,000 - Construction in progress 100,699 - Less: depreciation (76,524 ) (7,604 ) Net 2,680,115 128,475 |
OPERATING AND CAPITAL LEASES (T
OPERATING AND CAPITAL LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating And Capital Leases | |
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY | In accordance with ASC 842, we recorded the operating lease right of use asset and lease liability as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY September 30, 2021 December 31, 2020 Right of Use (ROU) assets $ 46,089,030 $ 3,977,988 September 30, 2021 December 31, 2020 Operating lease obligations: Current $ 8,311,905 $ 189,397 Non-Current 38,089,042 3,864,321 Total $ 46,400,947 $ 4,053,718 |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY | Maturity of Operating Lease obligations for period ended September 30, 2021 , SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 (three months) $ 1,990,630 2022 8,545,124 2023 9,950,470 2024 8,305,778 2025 5,840,681 After 2025 $ 11,768,262 Total lease obligation 46,400,947 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS OUTSTANDING | SCHEDULE OF WARRANTS OUTSTANDING Weighted Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2020 - - - $ - Granted 75,000 $ 0.38 10.0 $ - Expired - - - Exercised - - - Outstanding at December 31, 2020 75,000 $ 0.38 9.74 $ 1.62 Granted - - - Expired - - - Exercised - - - Outstanding and exercisable September 30, 2021 75,000 $ 0.38 8.99 $ 3.12 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION | The table below reflects the segment operations for the nine months ended September 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION PPEC Trillium Adjustments, eliminations and unallocated items Consolidated Total revenue, net $ 2,094,905 $ 26,998,940 $ - $ 29,093,845 Cost of Sales (810,114 ) (14,666,956 ) - (15,477,070 ) Gross Profit 1,284,792 12,331,983 - 13,616,775 Salaries and payroll expense 610,183 5,521,454 540,019 6,671,656 General and administrative 828,543 5,409,409 353,797 6,591,749 Lease expense 383,501 3,528,632 - 3,912,133 Professional fees 255,218 1,450,431 1,001,862 2,707,511 Marketing and advertising 164,800 172,184 - 336,984 Depreciation and amortization expense 206,777 111,336 211 318,324 Operating Loss $ (1,164,231 ) $ (3,861,462 ) $ (1,895,889 ) $ (6,921,582 ) Total Assets $ 10,206,083 $ 73,191,222 $ 2,733,979 $ 86,131,284 Total Liabilities $ 4,954,086 $ 63,148,235 $ 10,724,471 $ 78,826,792 Cash used in operating activities $ (917,789 ) $ (6,699,086 ) $ (2,395,144 ) $ (10,012,019 ) Cash used in investing activities $ (51,972 ) $ 3,620,828 $ 3,568,856 Cash provided by financing activities $ (211,903 ) $ 4,724,102 $ 5,479,518 $ 9,991,717 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS ACTIVITY | The following table summarizes our Stock Options activity under the Award Plan for the nine months ended September 30, 2021: SUMMARY OF STOCK OPTIONS ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Vesting Period (Years) Outstanding At December 31, 2020 - Granted 2,750,208 $ 1.00 3.92 Forfeited - - Exercised - - Outstanding September 30, 2021 2,750,208 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restated purchase agreement | Trillium subsidiaries lease and operate 26 facilities in four states: Florida, Georgia, Iowa, and Nebraska with 1,685 total licensed beds (1,546 skilled nursing, 139 assisted living) and 36 independent living apartments. The breakdown by state is as follows: Florida – 1 skilled nursing facility; Georgia – 1 skilled nursing facility; Iowa – 16 skilled nursing facilities, 2 independent living centers and 1 assisted living centers; Nebraska – 4 skilled nursing facilities and 1 assisted living center |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) shares in Millions | Jun. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Cash and accounts receivable | $ 11,400,000 | $ 11,400,000 | ||
Accrued expenses and current notes payable cash and accounts payable | 6,500,000 | 6,500,000 | ||
Working capital deficiency | $ 20,600,000 | 20,600,000 | ||
Net loss | 6,900,000 | |||
Stock Issued During Period, Shares, Other | 5 | |||
Stock Issued During Period, Value, Other | $ 5,000,000 | |||
Cash equivalents | 0 | $ 0 | $ 0 | |
Percentage of accelerated payment | 100.00% | |||
Other Operating Income | $ 1,385,162 | |||
Deferred HHS Revenue | $ 778,408 | 778,408 | 25,703 | |
Accelerated payments | $ 1,671,698 | |||
Accounting Standards Update 2014-09 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Accelerated Payments term | The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. As of September 30, 2021, $1,671,698 of Medicare accelerated payments are reflected on the balance sheet within advance payments line | |||
Trillium Healthcare Group, LLC [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Proceeds from pandemic relief funds | $ 13,487,923 | $ 4,242,796 | ||
Other Operating Income | $ 7,081,557 |
BANYAN MERGER (Details Narrativ
BANYAN MERGER (Details Narrative) - USD ($) | Mar. 23, 2021 | Jun. 30, 2021 | Nov. 06, 2021 | Nov. 06, 2020 |
Business Acquisition [Line Items] | ||||
Warrants to purchase common stock | 75,000 | |||
Warrants exercise price | $ 0.38 | |||
Debt conversion shares | 4,000,000 | |||
Debt conversion price per share | $ 0.50 | |||
Outstanding note | $ 300,000 | |||
Interest rate | 12.00% | |||
Interest payable each month | $ 3,000 | |||
Maturity date | Nov. 6, 2021 | |||
Note Holder [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible notes | $ 2,000,000 | |||
Banyan Pediatric Care Centers, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued upon conversion | 4,165,418 | 4,000,000 | ||
Number of shares converted | 49,984,649 | |||
Stock conversion description | The Surviving Entity assumed Banyan’s $2,300,000 of outstanding debt, and the $2,000,000 of such debt that was convertible into 20,000,000 shares of Banyan common stock was converted at $0.50 per share into 4,000,000 shares of our common stock, effective March 30, 2021. During the three months ended June 30, 2021, shares were issued to the Noteholders of the $2,000,000 convertible note. The remaining $300,000 of outstanding debt, evidenced by a promissory note dated November 6, 2020, accrues interest at the annual rate of 12%. Interest is payable on the sixth day of each month in the amount of $3,000 until the maturity date of this note on November 6, 2021, at which time, the remaining principal balance, if any, is due and payable | |||
Outstanding debt assumed | $ 2,300,000 | |||
Convertible debt | $ 2,000,000 | $ 2,000,000 | ||
Debt conversion shares | 20,000,000 |
SUMMARY OF CARRYING AMOUNTS OF
SUMMARY OF CARRYING AMOUNTS OF ASSETS AND LIABILITIES AND CASH FLOWS OF DISCONTINUED OPERATIONS (Details) - USD ($) | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Operating expenses: | |||||
Income from discontinued operations | $ 369,000 | ||||
Assisted 2 Living, Inc [Member] | |||||
Net revenues | 76,847 | ||||
Cost of net revenues | |||||
Gross profit | |||||
Operating expenses: | |||||
Salary and tax expense | 46,813 | ||||
General and administrative | 52,555 | ||||
Lease expense | 3,979 | ||||
Total operating expenses | 103,347 | ||||
Income from discontinued operations | (26,500) | ||||
Interest and other, net | |||||
Income from discontinued operations before income taxes | (26,500) | ||||
Provision for income taxes | |||||
Income from discontinued operations | $ 26,500 | $ (26,500) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 07, 2020 |
Loss from discontinued operations | $ 369,000 | ||||||
Common stock, shares outstanding | 45,345,418 | 45,345,418 | 4,165,418 | ||||
Issued and outstanding shares | 200,000 | ||||||
Disposal of discontinued | $ 395,500 | $ 395,500 | |||||
Disposal of discontinued price per share | $ 1.85 | ||||||
Assisted 2 Living, Inc [Member] | |||||||
Loss from discontinued operations | $ 26,500 | $ (26,500) | |||||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | |||||||
Shares owned | 1,000 | ||||||
Assisted 2 Living, Inc [Member] | Purchase and Sale Option Agreement [Member] | Romulus Barr [Member] | |||||||
Common stock, shares outstanding | 200,000 |
SUMMARY OF ACQUIRED ASSETS AND
SUMMARY OF ACQUIRED ASSETS AND LIABILITIES ASSUMED (Details) | Sep. 30, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 3,432,847 |
Accounts receivable | 5,521,080 |
Prepaid expenses and other current assets | 2,661,683 |
Property and equipment | 2,380,635 |
Goodwill | 12,082,529 |
Leasehold improvements | 1,213,273 |
Lease right of use asset | 44,196,092 |
Total identifiable assets acquired | 71,488,139 |
Advance payments | 2,905,234 |
Accounts payable and accrued expenses | 8,783,508 |
Deferred revenue | 2,162,966 |
Loan Payable - other | 453,043 |
Lease liability - current portion | 7,837,406 |
Notes payable | 2,309,884 |
Lease liability - net of current portion | 36,383,251 |
Cash due to seller | 902,847 |
Share liability | 9,750,000 |
Total identifiable liabilities acquired | $ 71,488,139 |
TRILLIUM ACQUISITION (Details N
TRILLIUM ACQUISITION (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Cash | $ 3,894,536 | $ 345,982 | |
Payment to acquire property | 76,317 | $ 61,083 | |
Business Combination Deposits Non Refundable Amount | 3,000,000 | ||
Deposits Amount Forfeited | 3,000,000 | ||
Share Based Compensation Aggregate Amount | $ 600,000 | ||
Series A Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Preferred Stock Shares Issued | 2,500,000 | ||
Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | $ 902,847 | ||
Cash | 1,200,000 | ||
Payment to acquire property | $ 3,000,000 | ||
Purchase Agreement [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Additonal Shares Acquired during the period | $ 2,500,000 | ||
Trillium Subsidiaries [Member] | |||
Business Acquisition [Line Items] | |||
Effective Date of Acquisition | Jun. 10, 2021 | ||
Right to receive purchase price | $ 3,000,000 | ||
Business Acquisition Description | (1) vote for each Preferred Share held of record on all matters submitted to a vote of holders of the Common Shares, including the election of directors, and all other matters as required by law. The Preferred Shares are not convertible into Common shares at the election of the holder. However, the Preferred Shares do automatically convert into Common Shares at a one-to-one ratio two years from date of issuance. In lieu of converting the Preferred Shares, the holders thereof may elect to have the Company redeem one or more Preferred Shares at the redemption price of $1.00 per share two years from the date of issuance. The Company is required to issue the Preferred Shares to Trillium within 30 days after the purchase of the Properties closes. In connection with the issuance of the Preferred Shares, the Company will file a Certificate of Designation with the Nevada Secretary of State prior to such issuance | ||
Trillium Subsidiaries [Member] | Purchase Agreement [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Right to receive purchase price | $ 5,000,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 6,299,400 | $ 16,298 |
Credit Card | 37,712 | 1,050 |
Accrued Expense | 3,513,517 | 130,832 |
Accrued Salary | 995,265 | |
Payroll Tax Payable | 33,189 | |
Accounts Payable and Accrued Liabilities | $ 10,879,082 | $ 148,180 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Notes payable | $ 7,041,759 | $ 2,385,010 | |
Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | 7,306,876 | 2,707,500 | |
NuView Trust Co [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [1] | 300,000 | 300,000 |
Grand Trinity Plaza LLC [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [2] | 346,174 | 407,500 |
Reliant [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [3] | 808,310 | |
HCSG [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [4] | 397,191 | |
Medline [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [5] | 242,967 | |
SLR - RLOC [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [6] | 5,212,234 | |
Excel Family Partners, LLLP and Banyan Pediatric Investment, Inc [Member] | |||
Short-term Debt [Line Items] | |||
Notes payable | [7] | $ 2,000,000 | |
[1] | On November 6, 2020, through Banyan, we entered into a one 300,000 12 no | ||
[2] | On December 15, 2020, through Banyan Pediatric Care Centers – Pasco, LLC, we entered into a note payable with Grand Trinity Plaza, LLC in the principal amount of $ 407,500 48 6 January 1, 2025 84 407,500 | ||
[3] | Reliant note payable - Past due balances with vendor Reliant were converted to a note payable in 36 equal monthly installments 69,568 6 September 30, 2021 | ||
[4] | HCSG note payable – Past due balances with vendor HCSG were converted to a non-interest-bearing note payable; payable in 36 equal monthly principal installments 33,099 September 30, 2021 | ||
[5] | Medline note payable – Past due balances with vendor Medline were converted to a note payable; payable in 36 equal monthly installments of principal 20,911 6 September 30, 2021 | ||
[6] | SLR revolving line of credit - On May 9, 2019, Trillium entered into a financing agreement (“the GHF Line”) with Gemino Healthcare Finance, LLC (DBA SLR Healthcare ABL), the lender, which allows the Trillium Subsidiaries to borrow up to the lesser of $ 10 85 2 4.95 1 0.75 May 9, 2022 5,212,234 (1) adding Assisted 4 Living, Inc as a guarantor to the credit facility and releasing Trillium and it’s four principal individuals from their obligations under the credit facility; (2) increasing the term of the credit facility so that it now expires on September 29, 2023 10 25 | ||
[7] | On September 18, 2020, through Banyan, we entered into a Convertible Note and Securities Purchase Agreement with two investors for the aggregate principal in the amount of $ 2,000,000 September 18, 2022 8 1,500,000 500,000 0.10 0.50 0 45,589 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Mar. 23, 2021 | Dec. 15, 2020 | Nov. 06, 2020 | Sep. 18, 2020 | May 09, 2019 | Sep. 30, 2021 | Dec. 31, 2019 | Nov. 06, 2021 | Sep. 29, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Apr. 02, 2020 |
Short-term Debt [Line Items] | ||||||||||||
Maturity date | Nov. 6, 2021 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | |||||||||||
Interest Payable, Current | $ 42,567 | $ 48,601 | ||||||||||
Trillium Healthcare Group, LLC [Member] | Line of Credit [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Maturity date | Sep. 29, 2023 | |||||||||||
Line of credit facility | $ 25,000,000 | $ 10,000,000 | ||||||||||
Debt description | (1) adding Assisted 4 Living, Inc as a guarantor to the credit facility and releasing Trillium and it’s four principal individuals from their obligations under the credit facility; (2) increasing the term of the credit facility so that it now expires on September 29, 2023; (3) revising the termination fee to reflect the increase in the term of the credit facility; (4) modifying the fixed percentage used to calculate the Interest Rate from 5.95% to a range of 4.50% to 3.90%, depending on the outstanding loan balance during the preceding three months, with the rate decreasing as the amount borrowed increases; (5) reducing the collateral monitoring fee from 1.50% to 1.00%; (6) reducing the unused line fee from 0.75% to 0.50%; and (7) increasing the maximum amount of the credit facility from $10 million to $25 million. The above changes are the primary changes to the credit facility | |||||||||||
Trillium Healthcare Group, LLC [Member] | Gemino Healthcare Finance, LLC [Member] | Line of Credit [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Maturity date | May 9, 2022 | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||||||||
Accounts receivable percentage | 85.00% | |||||||||||
Bears interest rate | 4.95% | |||||||||||
Management fee percentage | 1.00% | |||||||||||
Unused capacity, percentage | 0.75% | |||||||||||
Line of credit facility | $ 5,212,234 | |||||||||||
Trillium Healthcare Group, LLC [Member] | Gemino Healthcare Finance, LLC [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Bears interest rate | 2.00% | |||||||||||
Minimum [Member] | Trillium Healthcare Group, LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Interest rate | 0.00% | |||||||||||
Maximum [Member] | Trillium Healthcare Group, LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Interest rate | 6.00% | |||||||||||
NuView Trust Co [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||
Interest rate | 12.00% | |||||||||||
Interest Payable, Current | 0 | $ 0 | ||||||||||
Maturity term | 1 year | |||||||||||
Grand Trinity Plaza LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Lease term | 84 months | |||||||||||
Grand Trinity Plaza LLC [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Aggregate principal amount | $ 407,500 | |||||||||||
Maturity date | Jan. 1, 2025 | |||||||||||
Interest rate | 6.00% | |||||||||||
Maturity term | 48 months | |||||||||||
Lease term | 84 months | |||||||||||
Construction costs | $ 407,500 | |||||||||||
Reliant [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||
Interest rate | 6.00% | |||||||||||
Debt Instrument, Payment Terms | 36 equal monthly installments | |||||||||||
Principal and interest amount | $ 69,568 | |||||||||||
HCSG [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||
Debt Instrument, Payment Terms | 36 equal monthly principal installments | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 33,099 | |||||||||||
Medline [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||
Interest rate | 6.00% | |||||||||||
Debt Instrument, Payment Terms | 36 equal monthly installments of principal | |||||||||||
Principal and interest amount | $ 20,911 | |||||||||||
Excel Family Partners, LLLP and Banyan Pediatric Investment, Inc [Member] | Convertible Note And Securities Purchase Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||
Maturity date | Sep. 18, 2022 | |||||||||||
Interest rate | 8.00% | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.10 | ||||||||||
Interest Payable, Current | $ 0 | $ 45,589 | ||||||||||
Excel Family Partners, LLLP [Member] | Convertible Note And Securities Purchase Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||
Banyan Pediatric Care Centers, Inc [Member] | Convertible Note And Securities Purchase Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Aggregate principal amount | $ 500,000 |
SCHEDULE OF LEASESHOLD IMPROVEM
SCHEDULE OF LEASESHOLD IMPROVEMENTS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 136,079 | |
Less: amortization | $ (76,524) | (7,604) |
Net | 2,680,115 | 128,475 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | 3,984,470 | 2,669,047 |
Less: amortization | (218,140) | (54,656) |
Net | $ 3,766,330 | $ 2,614,391 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization Period | 15 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization Period | 17 years |
LEASEHOLD IMPROVEMENTS (Details
LEASEHOLD IMPROVEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Leasehold improvements | $ 136,079 | ||||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Leasehold improvements | $ 3,984,470 | $ 3,984,470 | 2,669,047 | ||
Amortization expense | 70,193 | $ 13,593 | 218,140 | $ 54,656 | |
Leasehold Improvements [Member] | Trillium Healthcare Group, LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Leasehold improvements | $ 1,213,273 | $ 1,213,273 | |||
Leasehold Improvements [Member] | Sarasota [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Leasehold improvements | $ 1,245,950 | ||||
Amortization Period | 15 years | ||||
Leasehold Improvements [Member] | New Port Richey [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Leasehold improvements | $ 1,021,793 | ||||
Amortization Period | 17 years | ||||
Leasehold Improvements [Member] | St. Petersburg [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Leasehold improvements | $ 401,303 | ||||
Amortization Period | 15 years |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Furniture and fixtures | $ 987,904 | $ 73,594 |
Computers / equipment / software | 95,952 | 50,401 |
Motor vehicles | 12,084 | 12,084 |
Buildings | 1,060,000 | |
Land | 500,000 | |
Construction in progress | 100,699 | |
Less: depreciation | (76,524) | (7,604) |
Net | $ 2,680,115 | $ 128,475 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization period | 5 years | |
Computers Equipment Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization period | 5 years | |
Motor Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization period | 5 years | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization period | 39 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Jun. 10, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | $ 136,079 | ||
Furniture and fixtures | $ 987,904 | 73,594 | |
Computers and equipment | 95,952 | $ 50,401 | |
Trillium Healthcare Group, LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, addition | $ 3,600,000 | ||
Trillium Healthcare Group, LLC [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, addition | 69,487 | ||
Banyan [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Furniture and fixtures | 23,000 | ||
Computers and equipment | $ 41,000 |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating And Capital Leases | ||
Right of Use (ROU) assets | $ 46,089,030 | $ 3,977,988 |
Operating lease obligations: | ||
Current | 8,311,905 | 189,397 |
Non-Current | 38,089,042 | 3,864,321 |
Total | $ 46,400,947 | $ 4,053,718 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details) | Sep. 30, 2021USD ($) |
Operating And Capital Leases | |
2021 (three months) | $ 1,990,630 |
2022 | 8,545,124 |
2023 | 9,950,470 |
2024 | 8,305,778 |
2025 | 5,840,681 |
After 2025 | 11,768,262 |
Total lease obligation | $ 46,400,947 |
OPERATING AND CAPITAL LEASES (D
OPERATING AND CAPITAL LEASES (Details Narrative) | Oct. 20, 2020USD ($) | Aug. 25, 2020USD ($) | Jun. 09, 2020USD ($) | Apr. 02, 2020USD ($) | Oct. 15, 2019USD ($)ft² | Aug. 24, 2019USD ($) | Aug. 31, 2021USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Property | Sep. 30, 2020USD ($) | Jul. 31, 2021USD ($) | Jun. 10, 2021USD ($) | Dec. 31, 2020USD ($) |
Minimum annual rent | $ 46,400,947 | $ 46,400,947 | |||||||||||||
Lease liability | 46,400,947 | 46,400,947 | $ 4,053,718 | ||||||||||||
Lease right of use asset | $ 46,089,030 | $ 46,089,030 | $ 3,977,988 | ||||||||||||
Operating Lease, Weighted Average Remaining Lease Term | 5 years 5 months 19 days | 5 years 5 months 19 days | |||||||||||||
Finance Lease, Weighted Average Remaining Lease Term | 3 years 8 months 19 days | 3 years 8 months 19 days | |||||||||||||
Operating lease, weighted average discount rate, percent | 7.80% | 7.80% | |||||||||||||
Capital lease, weighted average discount rate, percent | 7.81% | 7.81% | |||||||||||||
Operating Lease, Expense | $ 2,991,078 | $ 95,319 | $ 3,912,133 | $ 193,365 | |||||||||||
Maximum [Member] | |||||||||||||||
Lessee, Operating Lease, Remaining Lease Term | 15 years 11 months 4 days | 15 years 11 months 4 days | |||||||||||||
Lessee, Finance Lease, Remaining Lease Term | 4 years 11 months 15 days | 4 years 11 months 15 days | |||||||||||||
Minimum [Member] | |||||||||||||||
Lessee, Operating Lease, Remaining Lease Term | 2 years 10 months 20 days | 2 years 10 months 20 days | |||||||||||||
Lessee, Finance Lease, Remaining Lease Term | 1 year | 1 year | |||||||||||||
Kidz Club - St. Pete, LLC [Member] | |||||||||||||||
Minimum annual rent | $ 113,681 | ||||||||||||||
Area under lease | ft² | 12,137 | ||||||||||||||
Lease termination date | Oct. 31, 2024 | ||||||||||||||
Lease percentage of increase in base rent | 1.50% | ||||||||||||||
Lease right of use asset | $ 875,539 | ||||||||||||||
Grand Trinity Plaza LLC [Member] | |||||||||||||||
Lease term | 84 months | ||||||||||||||
Minimum annual rent | $ 94,500 | ||||||||||||||
Lease description | The landlord granted rent abatement until September 2020 | ||||||||||||||
Lessee, operating lease, option to extend | The lease end date, including two successive 5-year renewals is August 31, 2037 | ||||||||||||||
Lease renewal term | 5 years | ||||||||||||||
Lease right of use asset | $ 1,143,743 | ||||||||||||||
Dex Imaging [Member] | |||||||||||||||
Lease term | 36 months | 36 months | 36 months | 60 months | |||||||||||
Minimum annual rent | $ 5,376 | $ 4,920 | $ 4,920 | $ 1,920 | |||||||||||
Lease description | The equipment under this lease has a fixed $1 payment buyout option | The equipment under this lease has a fixed $1 payment buyout option | The equipment under this lease has a fixed $1 payment buyout option | ||||||||||||
Lease renewal term | 12 months | ||||||||||||||
Lease right of use asset | $ 16,066 | $ 14,040 | $ 14,693 | $ 8,049 | |||||||||||
Dex Imaging [Member] | Maximum [Member] | |||||||||||||||
Lease percentage of increase in base rent | 12.00% | ||||||||||||||
Ascentium Capital LLC [Member] | |||||||||||||||
Lease term | 60 months | 60 months | 60 months | ||||||||||||
Minimum annual rent | $ 13,381 | $ 24,859 | $ 15,654 | ||||||||||||
Lease description | This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased | This lease is considered an operating lease for accounting purposes because the lease period is less than the economic life of the asset being leased | |||||||||||||
Lease right of use asset | $ 55,345 | $ 102,393 | 65,772 | ||||||||||||
Lease purchase option price | $ 12,891 | $ 23,920 | $ 15,193 | ||||||||||||
RJ Kool [Member] | |||||||||||||||
Lease term | 60 months | ||||||||||||||
Minimum annual rent | $ 4,321 | ||||||||||||||
Lease right of use asset | $ 18,476 | ||||||||||||||
Southeastern Laundry Equipment Sales [Member] | |||||||||||||||
Lease term | 36 months | ||||||||||||||
Minimum annual rent | $ 5,094 | ||||||||||||||
Lease right of use asset | $ 13,054 | ||||||||||||||
Crete Plus Five Property LLC [Member] | |||||||||||||||
Lease renewal term | 10 years | 10 years | |||||||||||||
Number of Lease Agreement Properties | Property | 14 | ||||||||||||||
Trillium Healthcare Group, LLC [Member] | |||||||||||||||
Lease right of use asset | $ 29,906,314 | ||||||||||||||
Capital lease description | Through the Trillium acquisition we also assumed 27 capital leases | ||||||||||||||
CTR Partnership LP [Member] | |||||||||||||||
Lease renewal term | 5 years | 5 years | |||||||||||||
Lease right of use asset | $ 14,468,509 | ||||||||||||||
Number of Lease Agreement Properties | Property | 10 | ||||||||||||||
Banyan Pediatric Care Centers, Inc [Member] | Northeast Plaza Venture I, LLC [Member] | |||||||||||||||
Lease term | 5 years | ||||||||||||||
Minimum annual rent | $ 180,000 | ||||||||||||||
Lease description | The landlord granted rent abatement for this lease until February 24, 2020 | ||||||||||||||
Lessee, operating lease, option to extend | The lease end date, including two successive 5-year renewal options, is January 31, 2035 | ||||||||||||||
Lease renewal term | 5 years | ||||||||||||||
Lease liability | $ 1,899,869 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Kidz Club - St. Pete, LLC [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shares, Outstanding, Beginning Balance | 75,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 0.38 | |
Shares, Granted | 75,000 | |
Weighted-Average Exercise Price, Granted | $ 0.38 | |
Weighted Average Remaining Contractual Term, Outstanding, Beginning Balance | 10 years | |
Shares, Expired | ||
Weighted-Average Exercise Price, Expired | ||
Shares, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Term, Outstanding | 8 years 11 months 26 days | 9 years 8 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 1.62 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | 75,000 | 75,000 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 0.38 | $ 0.38 |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 3.12 | $ 1.62 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Mar. 23, 2021 | Sep. 19, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 26, 2021 | Apr. 30, 2021 | Sep. 27, 2019 |
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Liability to issue shares for acquisition | $ 9,750,000 | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Common stock per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock issued | 45,345,418 | 45,345,418 | 4,165,418 | |||||||||
Common stock, shares outstanding | 45,345,418 | 45,345,418 | 4,165,418 | |||||||||
Shares issued price per share | $ 1.85 | |||||||||||
Aggregate consideration amount | $ 4,535 | $ 4,535 | $ 417 | |||||||||
Liabilities, Current | 35,722,633 | 35,722,633 | 2,860,798 | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,500,000 | |||||||||||
Subscription receivable | 30 | |||||||||||
Debt conversion share issued | 4,000,000 | |||||||||||
Warrants to purchase common stock | 75,000 | |||||||||||
Warrants exercise price | $ 0.38 | |||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt conversion principal amount | $ 500,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | |||||||||||
Proceeds forn subscription | $ 140 | |||||||||||
Debt conversion share issued | 4,000,000 | 166,667 | ||||||||||
Common Stock [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Debt conversion share issued | 2,000,000 | |||||||||||
2021 Incentive Award Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,500,000 | |||||||||||
10 Employees [Member] | 2021 Incentive Award Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,750,208 | 2,750,208 | ||||||||||
Banyan Pediatric Care Centers, Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock per share | $ 0.50 | |||||||||||
Number of shares issued upon conversion | 4,165,418 | 4,000,000 | ||||||||||
Number of shares converted | 49,984,649 | |||||||||||
Shares issuable for Banyan Acquisition, shares | 31,230,000 | 7,080,000 | 5,000,000 | |||||||||
Shares issued price per share | $ 0.50 | $ 1 | $ 0.50 | $ 1 | ||||||||
Aggregate consideration amount | $ 5,000,000 | $ 3,540,000 | $ 5,000,000 | |||||||||
Convertible Debt | $ 2,000,000 | 2,000,000 | ||||||||||
Conversion of Stock, Amount Issued | 2,000,000 | |||||||||||
Purchase of common stock | $ 1,150,000 | |||||||||||
Debt conversion share issued | 20,000,000 | |||||||||||
Long-term Debt [Member] | Banyan Pediatric Care Centers, Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued | 575,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Issued | 2,500,000 | 2,500,000 | ||||||||||
Trillium Healthcare Group, LLC [Member] | Banyan Pediatric Care Centers, Inc [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate consideration amount | $ 5,000,000 | $ 5,000,000 | ||||||||||
Liabilities, Current | $ 5,000,000 | $ 5,000,000 | ||||||||||
Trillium Healthcare Group, LLC [Member] | Long-term Debt [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Issued | 2,500,000 | 2,500,000 | ||||||||||
Liability to issue shares for acquisition | $ 4,750,000 | |||||||||||
Trillium Healthcare Group, LLC [Member] | Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | ||||||||||
Preferred stock, par value | $ 1 | $ 1 | ||||||||||
Kidz Club - St. Pete, LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 75,000 | |||||||||||
Warrants exercise price | $ 0.38 | |||||||||||
Warrants expiration date | Sep. 27, 2029 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 23, 2021 | Feb. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Issuance of shares for conversion of debt, shares | 4,000,000 | ||||||
Accrued Salary | $ 60,000 | ||||||
Accrued interest on payroll | 6,277 | $ 6,277 | |||||
Accrued Salaries, Current | 995,265 | 995,265 | |||||
Restricted Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | ||||||
Banyan Pediatric Care Centers, Inc [Member] | |||||||
Convertible Debt | $ 2,000,000 | $ 2,000,000 | |||||
Issuance of shares for conversion of debt, shares | 20,000,000 | ||||||
Chief Executive Officer [Member] | |||||||
Base salary | $ 400,000 | ||||||
Bonus payable | $ 150,000 | ||||||
Shares issued for services | 1,250,000 | ||||||
Chief Executive Officer [Member] | Within Five Days [Member] | |||||||
Bonus payable | $ 50,000 | ||||||
Chief Executive Officer [Member] | Within 90 Days [Member] | |||||||
Bonus payable | 50,000 | ||||||
Chief Executive Officer [Member] | Within 180 Days [Member] | |||||||
Bonus payable | $ 50,000 | ||||||
Director [Member] | |||||||
Base salary | 42,000 | $ 0 | |||||
President and Chief Executive Officer [Member] | |||||||
Accrued Salaries, Current | $ 60,000 | $ 60,000 | |||||
Interest percentage on accrued payroll | 8.00% |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Total revenue, net | $ 22,375,092 | $ 659,449 | $ 29,093,845 | $ 1,102,841 | |
Cost of Sales | (12,310,011) | (256,825) | (15,477,070) | (409,838) | |
Gross Profit | 10,065,081 | 402,624 | 13,616,775 | 693,003 | |
Salaries and payroll expense | 6,671,656 | ||||
General and administrative | 4,978,559 | 205,818 | 6,591,749 | 454,482 | |
Lease expense | 2,991,078 | 95,319 | 3,912,133 | 193,365 | |
Professional fees | 1,722,741 | 70,819 | 2,707,511 | 134,829 | |
Marketing and advertising | 336,984 | ||||
Depreciation and amortization expense | 159,750 | $ 16,744 | 318,324 | 24,135 | |
Operating Loss | (6,921,582) | ||||
Total Assets | 86,131,284 | 86,131,284 | $ 10,802,649 | ||
Total Liabilities | 78,826,792 | 78,826,792 | |||
Cash used in operating activities | (10,012,019) | (870,286) | |||
Cash used in investing activities | 3,568,856 | (5,316,155) | |||
Cash provided by financing activities | 9,991,717 | $ 3,006,562 | |||
Operating Segments [Member] | Pediatric Extended Care Centers [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue, net | 2,094,905 | ||||
Cost of Sales | (810,114) | ||||
Gross Profit | 1,284,792 | ||||
Salaries and payroll expense | 610,183 | ||||
General and administrative | 828,543 | ||||
Lease expense | 383,501 | ||||
Professional fees | 255,218 | ||||
Marketing and advertising | 164,800 | ||||
Depreciation and amortization expense | 206,777 | ||||
Operating Loss | (1,164,231) | ||||
Total Assets | 10,206,083 | 10,206,083 | |||
Total Liabilities | 4,954,086 | 4,954,086 | |||
Cash used in operating activities | (917,789) | ||||
Cash used in investing activities | (51,972) | ||||
Cash provided by financing activities | (211,903) | ||||
Operating Segments [Member] | Trillium Subsidiaries [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue, net | 26,998,940 | ||||
Cost of Sales | (14,666,956) | ||||
Gross Profit | 12,331,983 | ||||
Salaries and payroll expense | 5,521,454 | ||||
General and administrative | 5,409,409 | ||||
Lease expense | 3,528,632 | ||||
Professional fees | 1,450,431 | ||||
Marketing and advertising | 172,184 | ||||
Depreciation and amortization expense | 111,336 | ||||
Operating Loss | (3,861,462) | ||||
Total Assets | 73,191,222 | 73,191,222 | |||
Total Liabilities | 63,148,235 | 63,148,235 | |||
Cash used in operating activities | (6,699,086) | ||||
Cash used in investing activities | 3,620,828 | ||||
Cash provided by financing activities | 4,724,102 | ||||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue, net | |||||
Cost of Sales | |||||
Gross Profit | |||||
Salaries and payroll expense | 540,019 | ||||
General and administrative | 353,797 | ||||
Lease expense | |||||
Professional fees | 1,001,862 | ||||
Marketing and advertising | |||||
Depreciation and amortization expense | 211 | ||||
Operating Loss | (1,895,889) | ||||
Total Assets | 2,733,979 | 2,733,979 | |||
Total Liabilities | $ 10,724,471 | 10,724,471 | |||
Cash used in operating activities | (2,395,144) | ||||
Cash provided by financing activities | $ 5,479,518 |
SUMMARY OF STOCK OPTIONS ACTIVI
SUMMARY OF STOCK OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of shares outstanding, beginning balance | |
Number of shares granted | 2,750,208 |
Number of shares outstanding, weighted average exercise price | $ / shares | $ 1 |
Number of shares outstanding, weighted average remaining vesting period | 3 years 11 months 1 day |
Number of shares outstanding forfeited | |
Number of shares outstanding, exercised | |
Number of shares outstanding, closing balance | 2,750,208 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Aug. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved as common stock | 4,500,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 11 months 1 day | |||
Stock or Unit Option Plan Expense | $ 8,100,000 | |||
Stock based compensation | $ 171,888 | |||
2021 Incentive Award Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved as common stock | 4,500,000 | |||
Vesting peirod | 4 years | |||
Number of shares vested | 57,296 | |||
Share options outstanding | 2,692,912 | 2,692,912 | 2,692,912 | |
2021 Incentive Award Plan [Member] | 10 Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved as common stock | 2,750,208 | 2,750,208 | 2,750,208 |
CONCENTRATIONS AND CREDIT RIS_2
CONCENTRATIONS AND CREDIT RISKS (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 |
Cash, Uninsured Amount | $ 2,800,000 | $ 2,800,000 |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 15.00% | 15.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Medicaid [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 67.00% | 67.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Private Pay Residents [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 13.00% | 13.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 18.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Medicaid [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 54.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Private Pay [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 13.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Commercial Insurance [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage, Revenues | 11.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 18, 2021 | Oct. 13, 2021 | Oct. 08, 2021 | Mar. 23, 2021 | Sep. 30, 2021 | Nov. 06, 2021 |
Subsequent Event [Line Items] | ||||||
Debt rate | 12.00% | |||||
Maturity date | Nov. 6, 2021 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Deposits | $ 30,000 | |||||
Debt principal amount | $ 6,600,000 | |||||
Debt rate | 25.00% | |||||
Payments to Acquire Productive Assets | $ 590,000 | |||||
Subsequent Event [Member] | Grace Care Centers [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment to acquire business | $ 7,750,000 | |||||
Gemino Healthcare Finance, LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility | $ 10,000,000 | |||||
Credit facility termination date | May 9, 2022 | |||||
Debt description | (i) the annual rate reported as the London Interbank Offer Rate applicable to ninety (90) day deposits of United States Dollars as reported in the Money Rates Section of The Wall Street Journal on the date of determination; and (ii) 2.00%, plus 4.95% (together, the “Interest Rate”). The Interest Rate on all amounts outstanding under the credit facility is adjusted daily based on any changes in the amount under subsection (i) above and subsection (ii) above, as applicable. There are also various fees paid in connection with the credit facility, including: (1) a monthly collateral monitoring fee of 1.00% of the average borrowing base during the prior month; (2) a monthly unused line fee equal to 0.75% per annum of the unused portion of the maximum amount of credit facility; (3) a minimum use fee if the outstanding revolving loan balance is less than $2 million equal to the Interest Rate times the minimum balance of $2 million; and (4) a termination fee of $100,000 if the credit facility is terminated by A4L prior to May 9, 2022. | |||||
Termination fees | $ 100,000,000,000 | |||||
Grace Care Centers [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt description | Outstanding principal accrues interest at a rate per annum equal to the sum of the Prime Rate plus 4.125%, with a minimum interest rate per annum of not less than 7.875%. Monthly interest only payments commence on December 15, 2021, and continue each month until the maturity date of the Loan on April 18, 2023, at which time any outstanding principal and accrued and unpaid interest is due and payable. If any principal, interest or any other sums due under the Loan (other than the payment of principal due on the maturity date), is not paid on or prior to the due date, A4L is required to pay Lender upon demand an amount equal to 5% of such unpaid sum. In connection with any repayment or prepayment of principal, a non-refundable fee equal to 0.5% of the principal amount of such repayment or prepayment is due | |||||
Non refundable fee description | A4L has the right to extend the initial maturity date to October 15, 2023 upon prior written notice to Lender and the payment to Lender of a non-refundable fee equal to 1% of the outstanding principal balance no later than 30 days prior to the maturity date. A4L may extend the maturity date further, to April 15, 2024, upon prior written notice to Lender and the payment to Lender of a non-refundable fee equal to 1% of the outstanding principal balance prior to the extended maturity date. | |||||
Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition transaction cost | 2,300,000 | |||||
Deposits | 110,000 | |||||
Payment to seller | 35,000 | |||||
Payment to seller non refundable | 20,000 | |||||
Purchase Agreement [Member] | Seller [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Deposits | $ 15,000 | |||||
Credit Agreement [Member] | Second Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt description | (1) adding Assisted 4 Living, Inc as a guarantor to the credit facility and releasing Trillium and it’s four principal individuals from their obligations under the credit facility; (2) increasing the term of the credit facility so that it now expires on September 29, 2023; (3) revising the termination fee to reflect the increase in the term of the credit facility; (4) modifying the fixed percentage used to calculate the Interest Rate from 5.95% to a range of 4.50% to 3.90%, depending on the outstanding loan balance during the preceding three months, with the rate decreasing as the amount borrowed increases; (5) reducing the collateral monitoring fee from 1.50% to 1.00%; (6) reducing the unused line fee from 0.75% to 0.50%; (7) increasing the maximum amount of the credit facility from $10 million to $25 million; and (8) revising terms regarding financial statements and collateral reports, limitations on certain corporate guarantors and curing defaults | |||||
Credit Agreement [Member] | Trillium Group [Member] | First Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt description | (1) releasing seven entities from the Trillium Group of their obligations under the credit facility in connection with Trillium’s sale of those entities; (2) increasing to 5.95% the rate used to calculate the Interest Rate; (3) increasing the monthly collateral monitoring fee to 1.50%; (4) lowering the revolving commitment amount from $10 million to $7 million; and (5) waiving borrower’s failure to comply with the fixed charge coverage ratio for the fiscal quarters ending September 30, 2019, December 31, 2019, and March 31, 2020 | |||||
Guaranty Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt principal amount | $ 1,250,000 | |||||
Debt rate | 10.00% | |||||
Monthly payments | $ 10,416.67 | |||||
Maturity date | Oct. 8, 2022 |