Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
31-May-14 | Jul. 18, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Global Medical REIT Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-May-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001533615 | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 8,000,000 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
BALANCE_SHEETS_UNAUDITED
BALANCE SHEETS (UNAUDITED) (USD $) | 31-May-14 | Aug. 31, 2013 |
Current Assets | ' | ' |
Cash | ' | $3,519 |
Escrow deposits | 7,775,082 | ' |
TOTAL ASSETS | 7,775,082 | 3,519 |
Current Liabilities | ' | ' |
Accrued liabilities | 42,564 | 19,044 |
Due to related parties | ' | 380 |
Note payable to shareholder | 7,776,680 | ' |
Total Liabilities | 7,819,244 | 19,424 |
Stockholders' Equity | ' | ' |
Common stock Authorized: 100,000,000 shares, par value $0.001, 8,000,000 share issued and outstanding . | 8,000 | 8,000 |
Additional paid in capital | 72,000 | 72,000 |
Accumulated Deficit | -124,162 | -95,905 |
Total Stockholders' Equity (Deficit) | -44,162 | -15,905 |
Total Liabilities and Stockholders' Equity (Deficit) | $7,775,082 | $3,519 |
Balance_Sheets_ParentheticalsU
Balance Sheets Parentheticals(UNAUDITED) (USD $) | 31-May-14 | Aug. 31, 2013 |
Balance Sheets Parentheticals Abstract | ' | ' |
Common stock, no par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,000,000 | 8,000,000 |
Common stock, shares outstanding | 8,000,000 | 8,000,000 |
STATEMENTS_OF_OPERATIONS_UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | 38 Months Ended | ||
31-May-14 | 31-May-13 | 31-May-14 | 31-May-13 | 31-May-14 | |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
General and Administrative | $6,905 | $6,532 | $28,257 | $37,724 | $124,162 |
Total Operating Expenses | 6,905 | 6,532 | 28,257 | 37,724 | 124,162 |
NET LOSS | ($6,905) | ($6,532) | ($28,257) | ($37,724) | ($124,162) |
Net Loss Per Share - Basic and Diluted | $0 | $0 | $0 | $0 | $0 |
Weighted Average Shares Outstanding | 8,000,000 | 8,000,000 | 8,000,000 | 7,771,062 | 0 |
STATEMENTS_OF_CASH_FLOWS_UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | 38 Months Ended | |
31-May-14 | 31-May-13 | 31-May-14 | |
Operating Activities | ' | ' | ' |
Net loss for the period | ($28,257) | ($37,724) | ($124,162) |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts payable - Related party | -380 | 0 | 0 |
Accrued liabilities | 23,520 | 6,000 | 42,564 |
Net Cash Used in Operating Activities | -5,117 | -31,724 | -81,598 |
Net Cash Used in Investing Activities | -7,775,082 | ' | -7,775,082 |
Financing Activities | ' | ' | ' |
Proceeds from issuance of common stock | ' | 25,000 | 80,000 |
Proceeds from related party debt | 7,776,680 | ' | 7,776,680 |
Net Cash Provided by Financing Activities | 7,776,680 | 25,000 | 7,856,680 |
Net Change in Cash | -3,519 | -6,724 | ' |
Cash, Beginning of Period | 3,519 | 12,313 | ' |
Cash, End of Period | ' | 5,589 | ' |
Supplemental Disclosures | ' | ' | ' |
Interest paid | 0 | 0 | 0 |
Income taxes paid | $0 | $0 | $0 |
Organization_Nature_of_Busines
Organization, Nature of Business and Basis of Presentation | 9 Months Ended |
31-May-14 | |
Organization, Nature of Business and Basis of Presentation: | ' |
Organization, Nature of Business and Basis of Presentation | ' |
Note 1 – Organization, Nature of Business and Basis of Presentation | |
Organization and Nature of Business | |
Global Medical REIT Inc. (the “Company”) was incorporated in the state of Nevada on March 18, 2011 under the name Scoop Media, Inc. The Company changed its name effective January 6, 2014 in connection with its re-domestication into a Maryland corporation and its plans to develop and manage a portfolio of healthcare real estate assets and properties. Historically, the Company had previously been seeking to develop an Internet dating, review and information website. The Company has been in the exploration stage since its formation and has not commenced business operations. | |
On September 30, 2013, Xpress Group, Ltd., a Hong Kong company now known as Heng Fai Enterprises, Ltd. (“Heng Fai”) purchased 5,500,000 shares of the Common Stock of our company representing approximately 68.7% of its issued and outstanding common stock from Yukon Industries, Inc. for $55,000 paid in cash at closing. | |
Basis of Presentation | |
The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the August 31, 2013 audited financial statements and the accompanying notes thereto included in our Form 10-K. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. | |
These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. | |
Escrow Deposits | |
Escrow deposits included refundable and non-refundable cash earnest money deposits for the purchase of properties (See Note 4) including advances from Heng Fai. (see Note 3). |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
31-May-14 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
Note 2 – Related Party Transactions | |
As at May 31, 2014, the Company was indebted to Heng Fai, its majority shareholder, in the amount of $7,776,680, which is non-interest bearing, unsecured, and due on demand. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
31-May-14 | |
Commitments and Contingencies {1} | ' |
Commitments and Contingencies | ' |
Note 3 – Commitments and Contingencies | |
On April 15, 2014, the Company entered into a Purchase and Sale Agreement (the “PSA”) with an unrelated party LTAC Landlord, LLC, a Nebraska limited liability company (“LTAC”), to acquire a 56-bed long term acute care hospital located at 1870 S 75th Street, Omaha, Nebraska (the “Facility”) for a purchase price of approximately $21,700,000. The Facility is operated by Select Specialty Hospital – Omaha, Inc. pursuant to a sublease which expires in 2022, with sublessee options to renew up to 60 years (the “operating lease”). Also, the real property where the Facility and other improvements are located are subject to a land lease with Catholic Health Initiatives, a Colorado nonprofit corporation (the “land lease”). The land lease expires in 2022 with sublessee options to renew up to 60 years. As part of our acquisition of the Facility, we will acquire the operating lease and the land lease and will become bound by the terms and conditions of these leases. Except with respect to specific contingencies, we do not have the right to terminate the Agreement without LTAC’s consent. The material terms of the agreement provide for: (i) an initial deposit from us in the amount of $200,000 that was paid on April 17, 2014 and shall be credited to the Purchase Price and is non-refundable except in limited circumstances; (ii) a property inspection period that expires on April 17, 2014 during which time we can terminate the Agreement at any time by delivering written notice to LTAC; (iii) a closing date that shall occur on or before May 15, 2014. We may extend the closing date until May 30, 2014 by depositing an additional $200,000 with the title company that is acting as escrow agent for the transaction. The Agreement also contains additional customary covenants, representations and warranties as well as the following conditions to closing: (i) LTAC’s representations and warranties are true and correct as of the closing date; (ii) all required consents have been obtained; (iii) the Facility shall not have been destroyed; (iv) there shall be no adverse proceedings or litigation with respect to LTAC or the Facility; (v) we receive a title insurance policy related to the assets; (vi) there is no material adverse change in the condition of the assets to be acquired; (vii) we shall have obtained a commitment by April 17, 2014 for financing necessary to complete the transaction; and (viii) LTAC shall deliver to us the ground lessor’s waiver of its right of first refusal to purchase the ground lease. | |
Heng Fai, the majority shareholder, loaned the Company approximately $7.7 million as of May 31, 2014 to assist with acquiring the Facility and pay closing costs as closings occur. The loan is unsecured, due on demand, and bears no interest |
Subsequent_Events
Subsequent Events | 9 Months Ended |
31-May-14 | |
Subsequent Events: | ' |
Subsequent Events | ' |
Note 4 – Subsequent Events | |
The LTAC Agreement and the Capital One Funding Agreement | |
On June 5, 2014, the Company completed the purchase of the acute care hospital facility pursuant to the PSA discussed in Note 4 above. As part of our acquisition of the acute care hospital facility, we will acquire the operating lease and the land lease and will become bound by the terms and conditions of these leases. Except with respect to specific contingencies, we do not have the right to terminate the Agreement without LTAC’s consent. | |
In order to finance a portion of the purchase price for the Facility, on June 5, 2014 the Company entered into a Term Loan and Security Agreement with Capital One, National Association (the “Lender”) to borrower $15,060,000 (the “Loan”). The Loan bears interest at 4.91% per annum and all unpaid interest and principal is due on June 5, 2017 (the “Maturity Date”). Interest is paid in arrears and payments begin on August 1, 2014, and on the first day of each calendar month thereafter. Principal payments begin on January 1, 2015 and on the first day of each calendar month thereafter based on an amortization schedule with the principal balance due on the Maturity Date. The Loan may not be prepaid in whole or in part prior to June 5, 2016, thereafter, the Company, at its option, may prepay the Loan at any time, in whole (but not in part) on at least thirty (30) calendar days but not more than sixty (60) calendar days advance written notice. The prepayment amount will be equal to the outstanding principal balance of the Loan, any accrued and unpaid interest and all other fees, expenses and obligations including an Early Termination Fee of $301,200. | |
At Closing, the Company paid the Lender a non-refundable commitment fee of $150,600. If any principal, interest or other sum due by the Company is not paid on the date on which it is due, the Company is obligated to pay to the Lender an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable laws (the “Late Payment Charge”). All fees hereunder shall be non-refundable and deemed fully earned when due and payable. | |
Security and Guarantees | |
The Company’s obligation under the Term Loan and Security Agreement are secured by a first priority perfected security interest in all tangible and intangible existing and future personal property and real property of the Company. | |
Covenants | |
The Term Loan and Security Agreement contains covenants that are customary for similar credit arrangements. These include covenants relating to establishment of reserves for the payment of taxes, insurance and capital replacements (under certain circumstances), maintaining a collection account, financial reporting and notification, payment of indebtedness, taxes and other obligations, and compliance with certain applicable laws. There are also financial covenants that require the Company to (i) maintain a fixed charge coverage ratio (defined as the ratio of consolidated EBITDA to consolidated fixed charges for the four most recent fiscal quarters) of not less than 1.25 to 1.0 and (ii) maintain a EBITDA for each fiscal year of at least $2,800,000. The Term Loan and Security Agreement also imposes certain customary limitations and requirements on the Company with respect to, among other things, the maintenance of properties, access to real property, insurance, compliance with laws, maintenance of books and records, inspection rights, environmental matters, indemnity, healthcare operations, right of first refusal for future financing, incurrence of indebtedness and liens, the making of investments, the payment of distributions or making of other restricted payments, healthcare matters, mergers, acquisitions and dispositions of assets, and transactions with affiliates. | |
Events of Default | |
The Term Loan and Security Agreement contains customary events of default, including, without limitation: non-payment of obligations under the Term Loan and Security Agreement when due; the material inaccuracy of any representations or warranties; a violation of covenants in the Term Loan and Security Agreement (subject, in the case of certain such covenants, to cure periods); a default related to other material debt or uninsured loss in excess of $100,000; certain events of bankruptcy or insolvency; judgments for the payment of money in excess of $100,000 in the aggregate that remains unpaid or unstayed and undischarged for a period of 30 days after the date on which the right to appeal has expired; and a change of control of the Company. The occurrence and continuance of an event of default could result in, among other things, amounts owing under the Term Loan and Security Agreement being accelerated, payment of the Early Termination Fee and the Term Loan and Security Agreement being terminated. | |
During the continuance of any default, the applicable interest rate on all obligations owing under the Term Loan and Security Agreement shall be the lesser of (a) the maximum rate permitted by applicable law; or (b) 3% per annum over the current interest rate otherwise applicable. | |
On July 17, 2014, the Company converted $7,468,142 of the Heng Fai loan to the Company into a Convertible Debenture (the “Convertible Debenture”) that bears interest at the rate of 8% per annum and is convertible into shares of the Company’s common stock at a conversion price of $0.03187 per share subject to adjustment as hereinafter set forth. Interest is payable monthly and the principal balance is due in full on June 31, 2015. The conversion price of the Convertible Debentures is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. The issuance of the Convertible Debentures discussed above were exempt from registration under the Securities Act of 1933, as amended, in reliance on Sections 4(a)(2) and 3(a)(9) of that act. | |
On July 17, 2014, the Company declared a one-time dividend of $0.000213 per share payable to the holders of its common stock of record as of the close of business on July 31, 2014. Dividends shall be paid no later than the 20th day of the following month subject to compliance with applicable provisions of the Maryland General Corporation Law. | |
On July 17, 2014, the Company agreed to issue 92,000,000 shares of its unregistered Common Stock upon conversion of $2,932,040 principal amount of the Company’s Convertible Debenture held by HFE USA, LLC, a wholly owned subsidiary of Heng Fai, the Company’s majority shareholder. Heng Fai assigned the Convertible Debenture to HFE USA, LLC on July 17, 2014 prior to the conversion. |
Organization_Nature_of_Busines1
Organization, Nature of Business and Basis of Presentation (Details) (USD $) | Sep. 30, 2013 |
Share Details | ' |
Heng Fai Enterprises, Ltd purchased shares of the Common Stock | 5,500,000 |
Company issued and outstanding common stock from Yukon Industries, Inc. percentage. | 68.70% |
Company paid in cash | $55,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 31-May-14 |
Company indebted to Heng Fai | ' |
Company was indebted to Heng Fai, its majority shareholder ,amounting | $7,776,680 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 30-May-14 | Apr. 17, 2014 | Apr. 15, 2014 |
Agreement Details | ' | ' | ' |
Company entered into a Purchase and Sale Agreement (LTAC) | ' | ' | $21,700,000 |
An initial Deposit paid by the company | ' | 200,000 | ' |
Additional deposit paid by the company | $200,000 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jul. 17, 2014 | Jun. 30, 2014 |
The LTAC Agreement and the Capital One Funding Agreement | ' | ' |
Company entered into a Term Loan and Security Agreement with Capital One | ' | $15,060,000 |
The Loan bear interest per annum | ' | 4.91% |
Accrued and unpaid interest and all other fees, expenses and obligations including an Early Termination Fee | ' | 301,200 |
Company paid the Lender a non-refundable commitment fee | ' | 150,600 |
Lender an amount equal to the lesser of | ' | 5.00% |
Maintain a fixed charge coverage ratio maximum | ' | 1.25 |
Maintain a fixed charge coverage ratio minimum | ' | 1 |
A default related to other material debt or uninsured loss in excess | ' | 100,000 |
Judgments for the payment of money in excess | ' | 100,000 |
Interest rate per annum | ' | 3.00% |
Heng Fai loan to the Company into a Convertible Debenture | 7,468,142 | ' |
Convertible Debenture interest rate | 8.00% | ' |
Company's common stock at a conversion price | 0.03187 | ' |
Company declared a one-time dividend per share | $0.00 | ' |
Company agreed to issue shares shares of its unregistered Common Stock | 92,000,000 | ' |
Conversion of principal amount | $2,932,040 | ' |
Shareholder_loans_Details
Shareholder loans (Details) (USD $) | 31-May-14 |
In Millions, unless otherwise specified | |
Shareholder loans | ' |
Heng Fai, the majority shareholder, loaned the Company | $7.70 |