Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 2021

GLOBAL HEALTHCARE REIT, INC.

(Exact Name of Registrant as Specified in its Charter)

Utah	0-15415	87-0340206
(State or other jurisdiction	Commission	(I.R.S. Employer
of incorporation)	File Number	Identification number)

	6800 N. 79^th St., Ste. 200, Niwot, CO 80503
	(Address of principal executive offices) (Zip Code)

	Registrant’s telephone number, including area code: (303) 449-2100


	(Former name or former address, if changed since last report)

[ ]	Written communications pursuant to Rule 425 under the Securities Act

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 2.03	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

ITEM 7.01	REGULATION FD DISCLOSURE

On March 31, 2021, Global Healthcare REIT, Inc. (Currently in a rebranding effort to Selectis Health, Inc.) (OTC: GBCS) (“Selectis” or the “Company”) issued a press release today that reported net income for the fourth quarter of 2020 of $1.3 million, or $0.05 per diluted share, and $2.93 million, or $.11 per diluted share, for the full year 2020. Total revenue increased 202% to $20.93 million for the full year 2020 compared to $6.93 million for 2019.

FOURTH QUARTER HIGHLIGHTS

	■	Record revenue of $5,626,471 in Q420 versus revenue of $2,051,382 in Q419, a growth rate of 174% year-over-year;
	■	Net Income of $1,296,988 in Q420 versus net income (loss) of ($1,049,237) in Q419, a growth rate of 224% year-over-year;
	■	Earnings per Share of $.05 per share in Q420 versus net income (loss) of ($.04) per share in Q419, a growth rate of 225% year-over-year;
	■	Company’s Board of Directors approved the repurchase for redemption of 104,715 shares of common stock for $26,178 or $0.25 per share in a privately negotiated transaction. The redemption has been completed and the shares of common stock cancelled;
	■	Implemented rebranding to Selectis Health;
	■	Addition of new CFO, Brandon Thall;
	■	Completion of the 29 Bed Acquisition of Fairland Family Care.

YEAR-END 2020 HIGHLIGHTS

	■	Record revenue for the Year-End 2020 of $20,928,698 versus revenues of $6,929,988 in 2019, a growth rate of 202% year-over-year;
	■	Net Income of $2,925,820 for the Year-End 2020 versus net income (Loss) of ($891,614) in 2019, a growth rate of 428% year-over-year;
	■	Earnings Per Share for the Year-End 2020 of $0.11 per share basic and diluted versus (Loss) of ($0.03) in 2019, a growth rate of 467%.
	■	Net increase in cash of $2,985,790 to a cash balance of $3,978,303 including restricted cash for the fourth quarter, a 301% percent increase from Year-End 2019 of $992,513;
	■	Court approved operations transfer agreement to the Company’s wholly owned subsidiary Global Eastman, LLC as the operator of the Dodge Eastman facility;
	■	Company received a line of credit of $500,000 and a construction loan of $750,000 to be used for renovation and capital investment in its Park Place facility from Southern Bank, both loans carry an interest rate of 4.75% on the principal balance;
	■	Company’s Board of Directors approved the repurchase for redemption of 548,146 total shares of common stock for $101,563 or at an average cost of $0.185 per share in privately negotiated transactions. The redemptions have been completed and the shares of common stock cancelled;
	■	Purchased $402,000 of 13% mezzanine debt notes owed by Goodwill Hunting, LLC;
	■	Purchase of 86 bed Quapaw Higher Call acquisition.

“The Covid-19 pandemic presented historic headwinds to the healthcare industry and the Company in 2020. During the year, we implemented innumerable special protocols at our facilities to ensure our residents continued to have access to a higher quality of care. Despite significant challenges, I am proud to announce that we also delivered excellent financial results highlighted by record revenue and net income in both the fourth quarter and fiscal 2020 for our stakeholders,” said Lance Baller, CEO of Selectis Health. “For the majority of 2020, we were able to avoid much of the Covid-19 exposure that many of our competitors experienced. However, in early December, we did see an significant increase in cases in all our facilities. While conditions have improved, we anticipate a relatively flat first quarter of 2021. The successful rollout of the Covid-19 vaccines is helping to provide a well-deserved tailwind to our business, and the healthcare industry in general. We are determined to remain vigilant in our efforts to deliver safe, effective care to our residents. Additionally, as we continue to transition our business model and increase our footprint of healthcare facilities, we expect to deliver stronger financial performance across our entire portfolio in the coming year. We are pleased with the foundation of improved financial metrics and patient care that we laid for the Company in 2020. We expect to build on these successes in 2021.”

Total Revenue

For the year ended December 31, 2020, total revenue increased 202% to $20.93 million, compared to $6.93 million for the comparable period in 2019. The higher total revenue reflects our focus on our transition to our healthcare business model.

Net Income

For the year ended December 31, 2020, net income was $2.93 million, or $0.11 per diluted share, compared to a net loss of $(892 thousand), or a loss of ($0.03) per diluted share, for the full year 2019.

For the full year 2020, the Company’s EPS was $0.11 and normalized after-tax margin was 16.1%.

General and Administrative Expense Ratio

For the year ended December 31, 2020, the G&A ratio was 2.0% compared to 31.3% in 2019. The full year 2020 normalized G&A ratio was 10.2%. This improvement reflects disciplined cost management and the benefits of scale produced by the Company’s growth.

Balance Sheet

Cash and investments at the Company amounted to $4.00 million as of December 31, 2020, compared to $1.02 million as of December 31, 2019.

In 2020, the Company’s Board of Directors approved the repurchase for redemption of 548,146 shares of common stock for $101,563 at an average cost of $0.1853 per share in privately negotiated transactions. The redemptions have been completed and the shares of common stock cancelled.

Cash Flow

Operating cash flow for the year ended December 31, 2020, amounted to $3.98 million, compared to $992.5 thousand for December 31, 2019, an increase of 301%. This is primarily due to strong operating results, cash flow timing in 2020, and the net impact of timing differences in governmental receivables and payables.

Conference Call

Management will host a conference call to discuss Selectis Health’s fourth quarter and year-end 2020 results at 11:00 a.m. Eastern Daylight Time on Thursday, April 1, 2021. The number to call for the interactive teleconference is (877) 407-0789 and the confirmation number is 13718277. A telephonic replay of the call will be available after 2:00 p.m. Eastern Daylight Time on the same day through Thursday April 8, 2021., by dialing (844) 512-2921 and entering the confirmation number 13718277.

SUMMARY OF FOURTH QUARTER AND YEAR-END 2020 RESULTS

GLOBAL HEALTHCARE REIT, INC.
CONSOLIDATED BALANCE SHEETS
(AUDITED)

	December 31, 2020			December 31, 2019
ASSETS
Property and Equipment, Net	$	38,238,367		$	36,394,587
Cash and Cash Equivalents		3,567,437			641,215
Restricted Cash		410,866			351,298
Accounts Receivable, Net		1,931,569			1,188,100
Investments in Debt Securities		24,387			24,387
Intangible Assets		-			15,258
Goodwill		1,076,908			379,479
Prepaid Expenses and Other		682,949			883,839
Total Assets	$	45,932,483		$	39,878,163

LIABILITIES AND EQUITY
Liabilities
Debt, Net of discount of $452,593 and $493,353, respectively	$	38,129,600		$	36,954,184
Debt – Related Parties, Net of discount of $3,234 and $0, respectively		1,121,766			1,025,000
Accounts Payable and Accrued Liabilities		3,196,178			1,241,573
Accounts Payable – Related Parties		9,900			32,156
Dividends Payable		7,500			7,500
Derivative Liability		-			-
Lease Security Deposit		251,600			251,100
Total Liabilities		42,716,544			39,511,513
Commitments and Contingencies
Equity
Stockholders’ Equity
Preferred Stock:
Series A - No Dividends, $2.00 Stated Value, Non-Voting; 2,000,000 Shares Authorized, 200,500 Shares Issued and Outstanding		401,000			401,000
Series D - 8% Cumulative, Convertible, $1.00 Stated Value, Non-Voting; 1,000,000 Shares Authorized, 375,000 Shares Issued and Outstanding		375,000			375,000
Common Stock - $0.05 Par Value; 50,000,000 Shares Authorized, 26,866,379 and 27,441,040 Shares Issued and Outstanding at June 30, 2020 and December 31, 2019, respectively		1,343,319			1,372,052
Prepaid Stock Compensation		-			-
Additional Paid-In Capital		10,331,065			10,385,417
Accumulated Deficit		(9,036,400	)		(11,962,220	)
Total Global Healthcare REIT, Inc. Stockholders’ Equity		3,413,984			571,249
Noncontrolling Interests		(198,045	)		(204,599	)
Total Equity		3,215,939			366,650
Total Liabilities and Equity	$	45,932,483		$	39,878,163

GLOBAL HEALTHCARE REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(AUDITED)

	Twelve Months Ended						Three Months Ended
	December 31,						December 31,
	2020			2019			2020			2019

Revenue
Rental Revenue	$	2,112,459		$	3,267,644		$	483,555		$	478,424
Healthcare Revenue		18,816,239			3,662,344			5,142,916			1,572,958
Total Revenue		20,928,698			6,929,988			5,626,471			2,051,382
Expenses
General and Administrative		2,088,722			1,298,593			365,569			407,562
Property Taxes, Insurance and Other Operating		13,384,322			2,760,227			4,626,520			1,163,392
Provision for Bad Debt		292,529			155,833			62,730			155,833
Acquisition Costs		207,899			62,882			(2,047	)		56,111
Depreciation		1,580,300			1,351,810			405,401			381,976
Total Expenses		17,553,772			5,629,345			5,458,173			2,164,874
Income (Loss) from Operations		3,374,926			1,300,643			168,298			(113,492	)
Other (Income) Expense
Gain on Warrant Liability		-			(2,785	)		-			-
(Gain) Loss on Extinguishment of Debt		(1,727,349	)		-			(1,646,949	)		-
(Gain) Loss on Sale of Investments		-			(1,069	)		-			-
Gain on Proceeds from Insurance Claim		-			(158,161	)		-			165,857
Loss on Write-Off of Note Receivable		-			250,000			-			250,000
Interest Income		(465	)		(56,012	)		-			(29,764	)
Interest Expense		2,140,366			2,136,701			507,364			541,338
Total Other (Income) Expense		412,552			2,168,674			(1,139,585	)		927,431
Net Income (Loss)		2,962,374			(868,031	)		1,307,883			(1,040,923	)
Net Loss Attributable to Noncontrolling Interests		(6,554	)		6,417			(3,395	)		(814	)
Net Income (Loss) Attributable to Global Healthcare REIT, Inc.		2,955,820			(861,614	)		1,304,488			(1,041,737	)
Series D Preferred Dividends		(30,000	)		(30,000	)		(7,500	)		(7,500	)
Net Income (Loss) Attributable to Common Stockholders	$	2,925,820		$	(891,614	)	$	1,296,988		$	(1,049,237	)
Per Share Data:
Net Income (Loss) per Share Attributable to Common Stockholders:
Basic	$	0.11		$	(0.03	)	$	0.05		$	(0.04	)
Diluted	$	0.11		$	(0.03	)	$	0.05		$	(0.04	)
Weighted Average Common Shares Outstanding:
Basic		27,247,531			27,282,385			26,916,460			27,441,040
Diluted		27,630,031			27,282,385			27,298,960			27,441,040

Forward Looking Statements

This earnings release and the Company’s accompanying oral remarks contain forward-looking statements regarding its 2021 guidance, as well as its plans, expectations, and the Company’s expectations regarding future developments. Actual results could differ materially due to numerous known and unknown risks as well as uncertainties. These risks and uncertainties are discussed under the headings “Forward-Looking Statements,” and “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and also in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020, and September 30, 2020, which are on file with the SEC. Additional information will also be set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

These reports can be accessed under the investor relations tab of the Company’s website or on the SEC’s website at sec.gov . Given these risks and uncertainties, the Company can give no assurances that its forward-looking statements will prove to be accurate, or that any other results or developments projected or contemplated by its forward-looking statements will in fact occur, and the Company cautions investors not to place undue reliance on these statements. All forward-looking statements in this release represent the Company’s judgment as of the date of this release, except as otherwise required by law, the Company disclaims any obligation to update any forward-looking statement to conform the statement to actual results or changes in its expectations.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

ITEM 9.01: EXHIBITS

Item		Title

99.1		Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.