Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Global Medical REIT Inc. | |
Entity Trading Symbol | gmre | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,533,615 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 250,000 | |
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 | 2,015 | |
Document Fiscal Period Focus | Q3 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Investment in real estate: | ||
Land | $ 1,859,400 | $ 572,400 |
Building and improvements | 34,123,034 | 23,801,362 |
Total Investment in Real Estate | 35,982,434 | 24,373,762 |
Less: accumulated depreciation | (776,071) | (329,580) |
Investment in real estate, net | 35,206,363 | 24,044,182 |
Cash and cash equivalents | 300,579 | 301,402 |
Tenant receivables | 25,058 | 0 |
Deferred rent receivable and other assets | 1,226 | 2,793 |
Deferred financing costs, net | 339,576 | 291,691 |
Total assets | 35,872,802 | 24,640,068 |
Liabilities: | ||
Accounts payable and accrued expenses | 315,816 | 338,764 |
Due to related parties, net | 580,283 | 330,768 |
Convertible debenture, due to majority shareholder | 9,991,940 | 5,446,102 |
Notes payable to majority shareholder | 388,195 | 38,195 |
Notes payable related to acquisitions | 23,880,796 | 16,760,000 |
Total liabilities | 35,157,030 | 22,913,829 |
Shareholders' equity: | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized; no shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 0 | 0 |
Common stock $0.001 par value, 500,000,000 shares authorized at September 30, 2015 and December 31, 2014, respectively; 250,000 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 250 | 250 |
Additional paid-in capital | 3,011,790 | 3,011,790 |
Accumulated deficit | (2,296,268) | (1,285,801) |
Total shareholders' equity | 715,772 | 1,726,239 |
Total liabilities and shareholders' equity | $ 35,872,802 | $ 24,640,068 |
Balance Sheets Parentheticals
Balance Sheets Parentheticals - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 250,000 | 250,000 |
Common Stock, shares outstanding | 250,000 | 250,000 |
Statements of Operations (unaud
Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | ||||
Rental revenue | $ 482,131 | $ 408,932 | $ 1,392,669 | $ 522,030 |
Other income | 4,971 | 70 | 12,471 | 797 |
Total revenue | 487,102 | 409,002 | 1,405,140 | 522,827 |
Expenses | ||||
Management fees | 90,000 | 90,000 | 270,000 | 180,000 |
General and administrative | 377,810 | 51,941 | 518,591 | 506,448 |
Depreciation expense | 153,148 | 138,528 | 446,491 | 177,245 |
Interest expense | 363,937 | 314,139 | 988,825 | 405,145 |
Total expenses | 984,895 | 594,608 | 2,223,907 | 1,268,838 |
Net loss | $ (497,793) | $ (185,606) | $ (818,767) | $ (746,011) |
Net loss per share - Basic and Diluted | $ (1.99) | $ (1.08) | $ (3.28) | $ (7.65) |
Weighted average shares outstanding - Basic and Diluted | 250,000 | 172,500 | 250,000 | 97,509 |
Statements of Cash Flows (unaud
Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (818,767) | $ (746,011) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 446,491 | 177,245 |
Amortization of deferred financing costs | 89,850 | 36,077 |
Changes in operating assets and liabilities: | ||
Tenant receivables | (25,058) | 0 |
Deferred rent receivable and other assets | 1,567 | 0 |
Accounts payable and accrued expenses | (44,248) | 186,421 |
Accrued management fees due to related party | 270,000 | 180,000 |
Net cash used in operating activities | (80,165) | (166,268) |
Investing activities | ||
Loans to related party | (71,683) | (42,915) |
Purchase of land, buildings and improvements | (11,608,672) | (24,373,762) |
Net cash used in investing activities | (11,680,355) | (24,416,677) |
Financing activities | ||
Loans from related parties | 51,198 | 63,000 |
Proceeds from convertible debenture, due to majority shareholder | 4,545,838 | 8,378,142 |
Proceeds from notes payable to majority shareholder | 350,000 | 345,053 |
Payments on notes payable to majority shareholder | 0 | (306,858) |
Proceeds from notes payable related to acquisitions | 7,377,500 | 16,760,000 |
Principal payments on notes payable related to acquisitions | (256,704) | 0 |
Dividends paid to common shareholders | (170,400) | (63,920) |
Payment of deferred financing costs | (137,735) | (357,563) |
Net cash provided by financing activities | 11,759,697 | 24,817,854 |
Net (decrease) increase in cash and cash equivalents | (823) | 234,909 |
Cash and cash equivalents-beginning of period | 301,402 | 3,501 |
Cash and cash equivalents-end of period | 300,579 | 238,410 |
Supplemental cash flow information: | ||
Cash payments for interest | 961,383 | 0 |
Noncash financing activity: | ||
Notes payable to majority shareholder converted to equity | $ 0 | $ 2,932,040 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization | |
Organization | Note 1 Organization Global Medical REIT Inc. (the Company) was incorporated in the state of Nevada on March 18, 2011 under the name Scoop Media, Inc. (Scoop Media), which was acquired by the Hong Kong company ZH International Holdings Limited (formerly known as Heng Fai Enterprises, Ltd.) in 2013. The Company changed to its current name effective January 6, 2014 in connection with its re-domestication into a Maryland corporation. The Companys primary investor goal is to provide attractive risk-adjusted returns and maximize sustainable distributable cash flow. The Companys principal investment strategy is to act on the opportunities created by the changing healthcare environment by acquiring, selectively developing and managing locally critical medical properties that are core to medical operator businesses and that meet our investment criteria. In general, the Company seeks to acquire or develop specialty medical properties in desirable markets with tenants who are expected to prosper in the changing healthcare delivery environment. The Company focuses on specialty medical properties, including medical office buildings, outpatient treatment and diagnostic facilities, physical group practice clinics, ambulatory surgery centers and specialty hospitals and treatment centers. On June 29, 2015, Joy Town Inc., a company incorporated in the British Virgin Islands, acquired a controlling interest in Heng Fai Enterprises, Ltd . ZH International Holdings Limited, is a Hong Kong listed company engaged in real estate development, investments, management and sales, hospitality management and investments and REIT management. ZH International Holdings Limited owns ZH USA, LLC, (formerly known as HFE USA, LLC) the Companys majority shareholder. As of September 30, 2015, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements are unaudited and include the accounts of the Company. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Companys audited financial statements and notes thereto for the fiscal year ended December 31, 2014. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the financial statements for the interim periods have been made. |
Properties
Properties | 9 Months Ended |
Sep. 30, 2015 | |
Properties | |
Properties | Note 3 Properties Description of Properties On September 25, 2015, the Company acquired a combined approximately 27,193 square foot surgery center and medical office building located in West Mifflin, Pennsylvania and the adjacent parking lot for approximately via The Company also owns an approximately 8,840 square foot medical office building known as the Orthopedic Surgery Center, located in Asheville, North Carolina that was acquired on September 19, 2014 for approximately $2.5 million and a 56-bed long term acute care hospital located at 1870 S 75 th On September 30, 2015, the Company entered into an asset purchase agreement with an unrelated party Star Medreal, LLC, a Texas limited liability company, to acquire an approximately 24,000 square foot acute hospital facility located in Plano, Texas, along with all real property and improvements thereto for approximately $17.5 million. Additionally, the Company is obligated to pay a development fee of $500,000. The property will be leased back via a triple net lease agreement that expires in 2035. The tenant has two successive options to renew the lease for five year periods. The terms of the lease also provide for an allowance for a 6,400 square foot expansion for an incremental amount up to $2.75 million to be paid by the Company. The acquisition will be funded by third party debt and convertible borrowings from the Companys majority shareholder. The acquisition is expected to be completed by no later than December 31, 2015. Tenant Receivables As of September 30, 2015, the Companys tenant receivable balance includes rent receivable from the West Mifflin facility of $13,061 that was earned since its acquisition on September 25, 2015 and rent due from the Omaha facility of $11,997 derived from a contractual rent increase that commenced in July 2015. These amounts are deemed collectible as of September 30, 2015. Deferred Rent Receivable and Other Assets As of September 30, 2015 this amount represents the Companys deferred rent receivable balance derived from the straight-line revenue recognition from the West Mifflin facility, commencing with its acquisition on September 25, 2015. |
Notes Payable Related to Acquis
Notes Payable Related to Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable Related to Acquisitions | |
Notes Payable Related to Acquisitions | Note 4 Notes Payable Related to Acquisitions West Mifflin Note Payable In order to finance a portion of the purchase price for the West Mifflin facility, on September 25, 2015 the Company entered into a Term Loan and Security Agreement with Capital One (the Lender) to borrower $7,377,500 (the Loan). The Loan bears interest at 3.72% per annum and all unpaid interest and principal is due on September 25, 2020 (the Maturity Date). Interest is paid in arrears and interest payments begin on November 1, 2015, and on the first day of each calendar month thereafter. Principal payments begin on November 1, 2018 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 September 25, 2017, 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 Loan has an early termination fee of two percent (2%) if prepaid prior to September 25, 2018. At closing the Company paid the Lender a non-refundable commitment fee of $73,775. 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. All fees hereunder are non-refundable and deemed fully earned when due and payable. 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 EBITDA to fixed charges) commencing December 31, 2015 of not less than 1.00 to 1.00, (ii) not permit the ratio of EBITDA to total indebtedness as of the last day of each calendar quarter, commencing December 31, 2015 and continuing thereafter to be less than 0.09 to 1.00, and (iii) maintain operator EBITDAR as of the last day of each fiscal quarter commencing December 31, 2015 of not less than $6,000,000. 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. 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 is the lesser of (a) the maximum rate permitted by applicable law; or (b) 3% per annum over the current interest rate otherwise applicable. The Company incurred deferred financing costs of $137,735 related to this loan. No interest expense was incurred on the note during the three and nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, scheduled principal payments due in each calendar year listed below are as follows: 2015 $ - 2016 - 2017 - 2018 22,044 2019 136,007 Thereafter 7,219,449 Total Future Payments $ 7,377,500 Omaha Note Payable In order to finance a portion of the purchase price for a 56-bed long term acute care hospital located in Omaha, Nebraska, on June 5, 2014 the Company entered into a Term Loan and Security Agreement with Capital One, National Association (the Lender) to borrower $15.06 million (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. Interest payments began on August 1, 2014 and are due on the first day of each calendar month thereafter. Principal payments began on January 1, 2015 and are due on the first day of each calendar month thereafter based on an amortization schedule with the principal balance due on the Maturity Date. For the nine months ended September 30, 2015 the Company made principal payments in the amount of $231,702. Interest expense on the Loan was $186,702 and $495,275 for the three and nine months ended September 30, 2015, respectively. Interest expense on the Loan was $191,576 and 244,980 for the three and nine months ended September 30, 2014, respectively. As of September 30, 2015, scheduled principal payments due in each calendar year listed below are as follows: 2015 $ 79,834 2016 325,323 2017 14,423,141 Total Future Payments $ 14,828,298 Asheville Note Payable In order to finance a portion of the purchase price of an approximately 8,840 square foot medical office building known as the Orthopedic Surgery Center, located in Asheville, North Carolina, on September 15, 2014 the Company entered into a Promissory Note with the Bank of North Carolina to borrow $1.7 million. The note bears interest on the outstanding principal balance at the simple, fixed interest rate of 4.75% per annum and all unpaid principal and interest is due on February 15, 2017. Commencing on October 15, 2014, the Company will make on the 15 th th Interest expense on the note was $20,433 and $61,101 for the three and nine months ended September 30, 2015, respectively. No interest expense was incurred on the note during the three and nine months ended September 30, 2014, respectively. As of September 30, 2015, scheduled principal payments due in each calendar year listed below are as follows: 2015 $ 12,897 2016 52,719 2017 1,609,382 Total Future Payments $ 1,674,998 Deferred Financing Costs Balance as of December 31, 2014, net $ 291,691 Deferred financing costs incurred nine months ended September 30, 2015 137,735 Amortization expense nine months ended September 30, 2015 (89,850) Balance as of September 30, 2015, net $ 339,576 Amortization expense was $30,257 and $89,850 for the three and nine months ended September 30, 2015, respectively. Amortization expense was $28,301 and $36,077 for the three and nine months ended September 30, 2014, respectively. A |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Shareholders' Equity | |
Shareholders' Equity | Note 5 Shareholders Equity Preferred Stock The Companys charter authorizes the issuance of 100,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2015 and December 31, 2014, no shares of preferred stock were issued and outstanding. Common Stock The Company has 500,000,000 of authorized shares of common stock, $0.001 par value. As of September 30, 2015 and December 31, 2014, there were 250,000 outstanding common shares. Pursuant to a previously declared dividend approved by the Board of Directors of the Company and in compliance with applicable provisions of the Maryland General Corporation Law, the Company has paid a monthly dividend of $0.0852 per share, an aggregate of $21,300 per month, each month during the period from January 1, 2015 through September 30, 2015. The September 2015 dividend amount of $21,300 was unpaid as of September 30, 2015 and therefore was accrued and included in the line item Accounts Payable and Accrued Expenses in the accompanying Balance Sheet as of September 30, 2015. This dividend was paid in October 2015. Accordingly, during the nine months ended September 30, 2015 the Company recorded total dividends to holders of its common stock of $191,700, of which $170,400 were paid as of September 30, 2015. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | Note 6 Related Party Transactions Management Agreement On November 10, 2014, the Company entered into a Management Agreement, with an effective date of April 1, 2014, with Inter-American Management, LLC (the Manager), a Delaware limited liability company and an affiliate of the Company. Allocated General and Administrative Expenses In the future, the Company may receive an allocation of general and administrative expenses from the Manager that are either clearly applicable to or were reasonably allocated to the operations of the properties. There were no allocated general and administrative expenses from the Manager for the three and nine months ended September 30, 2015 and September 30, 2014, respectively. Convertible Debenture, Due to Majority Shareholder As of September 30, 2015 and December 31, 2014, the outstanding principal balance of the Convertible Debenture was $9,991,940 and $5,446,102, respectively. During the three months ended September 30, 2015 ZH USA, LLC loaned the Company $4,545,838 to partially fund the West Mifflin transaction. Interest expense on the Convertible Debenture was $126,545 and $342,599 for the three and nine months ended September 30, 2015, respectively. Interest expense on the Convertible Debenture was $94,262 and $124,088 for the three and nine months ended September 30, 2014, respectively. As discussed in the Notes Payable to Majority Shareholder section below, during the nine months ended September 30, 2015, ZH USA, LLC loaned the Company a total of $350,000 in the form of notes payable in order to pay off all accrued interest and unpaid interest on the Convertible Debenture as of March 31, 2015, in the amount of approximately $341,000. Incurred and unpaid interest for the nine months ended September 30, 2015 of $235,169 is owed by the Company on the Convertible Debenture and is classified as Accounts Payable and Accrued Expenses on the accompanying Balance Sheets. The Company analyzed the conversion option in the Convertible Debenture for derivative accounting treatment under ASC Topic 815, Derivatives and Hedging, and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature. Notes Payable to Majority Shareholder During the nine months ended September 30, 2015, ZH USA, LLC made two loans to the Company in the amounts of $250,000 and $100,000 ($350,000 total loaned) in the form of notes payable that were primarily used to pay in full all accrued and unpaid interest on the Convertible Debenture as of March 31, 2015 in the amount of approximately $341,000. As of September 30, 2015 and December 31, 2014, the notes payable to the majority shareholder balance was $388,195 and $38,195, respectively. The notes payable balance is unsecured, due on demand, and non-interest bearing. Due to related parties, net A detail of the due to related parties, net balance as of September 30, 2015 and December 31, 2014 is as follows: September 30, 2015 December 31, 2014 Due from Manager (a) $ 114,598 $ 42,915 Due to Manager management fees (b) (540,000) (270,000) Due to Manager other funds (c) (139,881) (103,683) Due to affiliated REIT (c) (15,000) - Due to related parties, net $ (580,283) $ (330,768) (a) Funds loaned by the Company were primarily used by the Manager for the Asheville facility acquisition and for general corporate purposes. An additional $71,683 was loaned by the Company during the nine months ended September 30, 2015. (b) Management fees incurred by the Company and unpaid were $270,000 during the nine months ended September 30, 2015. (c) Fund received by the Company were primarily used for general corporate purposes. An additional $51,198 was received by the Company during the nine months ended September 30, 2015. |
Rental Revenue
Rental Revenue | 9 Months Ended |
Sep. 30, 2015 | |
Rental Revenue | |
Rental Revenue | Note 7 Rental Revenue The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to the Omaha, Asheville, and West Mifflin facilities in effect as of September 30, 2015, are as follows in the calendar years listed below. 2015 $ 663,775 2016 2,685,284 2017 2,548,786 2018 2,561,584 2019 2,630,556 Thereafter 17,574,709 Total Future Receipts $ 28,664,694 |
Omaha Land Lease Rent Expense
Omaha Land Lease Rent Expense | 9 Months Ended |
Sep. 30, 2015 | |
Omaha Land Lease Rent Expense | |
Omaha Land Lease Rent Expense | Note 8 Omaha Land Lease Rent Expense The Omaha facility land lease currently expires in 2033, subject to future renewal options of up to 50 years by the Company. Under the terms of the land lease, annual rents increase 12.5% every fifth anniversary of the lease and therefore rental expense is recognized by the Company on a straight line basis. During the three and nine months ended September 30, 2015 the Company expensed a total of $46,768 and $61,738 related to this land lease, respectively, which is included in the General and Administrative expense line item in the accompanying Statements of Operations. The Company expensed $14,969 related to the land lease during the three and nine months ended September 30, 2014. The aggregate minimum cash payments to be made by the Company on the non-cancelable Omaha facility related land lease in effect as of September 30, 2015, are as follows in the calendar years listed below. 2015 $ 14,969 2016 59,877 2017 59,877 2018 63,619 2019 67,362 Thereafter 1,040,948 Total Future Payments $ 1,306,652 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies | |
Commitments And Contingencies | Note 9 Commitments and Contingencies Litigation The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Companys financial position, results of operations, or cash flows. Environmental Matters The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events: | |
Subsequent Events | Note 10 Subsequent Events |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies (Policies) | |
Basis of presentation | Basis of presentation The accompanying financial statements are unaudited and include the accounts of the Company. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Companys audited financial statements and notes thereto for the fiscal year ended December 31, 2014. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the financial statements for the interim periods have been made. |
Schedule of Note Payable Relate
Schedule of Note Payable Related to Acquistion (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Note Payable Related to Acquistion (Tables): | |
Schedule of West Mifflin Note Payable | As of September 30, 2015, scheduled principal payments due in each calendar year listed below are as follows: |
Schedule of Omaha Note Payable | As of September 30, 2015, scheduled principal payments due in each calendar year listed below are as follows: 2015 $ 79,834 2016 325,323 2017 14,423,141 Total Future Payments $ 14,828,298 |
Schedule of Asheville Note Payable (Tables) | As of September 30, 2015, scheduled principal payments due in each calendar year listed below are as follows: 2015 $ 12,897 2016 52,719 2017 1,609,382 Total Future Payments $ 1,674,998 |
Schedule of Deferred Financing
Schedule of Deferred Financing Costs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Deferred Financing Costs | |
Schedule of Deferred Financing Costs | The Company incurred deferred financing costs related to the notes payable obtained for acquisitions. A rollforward of the deferred financing cost balance as of September 30, 2015 is as follows: Balance as of December 31, 2014, net $ 291,691 Deferred financing costs incurred nine months ended September 30, 2015 137,735 Amortization expense nine months ended September 30, 2015 (89,850) Balance as of September 30, 2015, net $ 339,576 |
Schedule of Related Party Trans
Schedule of Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Related Party Transactions | |
Schedule of Related Party Transactions | A detail of the due to related parties, net balance as of September 30, 2015 and December 31, 2014 is as follows: September 30, 2015 December 31, 2014 Due from Manager (a) $ 114,598 $ 42,915 Due to Manager management fees (b) (540,000) (270,000) Due to Manager other funds (c) (139,881) (103,683) Due to affiliated REIT (c) (15,000) - Due to related parties, net $ (580,283) $ (330,768) |
Schedule Of Rental Revenue (Tab
Schedule Of Rental Revenue (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule Of Rental Revenue | |
Schedule Of Rental Revenue | The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to the Omaha, Asheville, and West Mifflin facilities in effect as of September 30, 2015, are as follows in the calendar years listed below. 2015 $ 663,775 2016 2,685,284 2017 2,548,786 2018 2,561,584 2019 2,630,556 Thereafter 17,574,709 Total Future Receipts $ 28,664,694 |
Schedule of Rent Expense (Table
Schedule of Rent Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Rent Expense | |
Schedule of Rent Expense | The aggregate minimum cash payments to be made by the Company on the non-cancelable Omaha facility related land lease in effect as of September 30, 2015, are as follows in the calendar years listed below. 2015 $ 14,969 2016 59,877 2017 59,877 2018 63,619 2019 67,362 Thereafter 1,040,948 Total Future Payments $ 1,306,652 |
ORGANIZATION (Details)
ORGANIZATION (Details) | Sep. 30, 2015shares |
ORGANIZATION DETAILS | |
LLC owns an aggregate of Company's outstanding common stock. | 248,825 |
LLC owns an aggregate of Company's outstanding common stock in percentage | 99.50% |
Description Of Properties (Deta
Description Of Properties (Details) - USD ($) | Sep. 30, 2015 | Sep. 25, 2015 | Sep. 19, 2014 | Jun. 05, 2014 |
Description Of Properties | ||||
Company acquired 27,193 square foot surgery center and medical office building and adjacent parking lot for | $ 11,350,000 | |||
Company acquired 27,193 square foot surgery center and medical office building and adjacent parking lot after including legal and related fees | $ 11,600,000 | |||
Base rent increases by each lease | 2.00% | |||
Company borrowed from Capital One, National Association | $ 7,377,500 | |||
Convertible Debenture issued to its majority shareholder total | $ 4,545,838 | |||
Company owns 8,840 square foot medical office building in Asheville, was acquired for | $ 2,500,000 | |||
56-bed long term acute care hospital in Omaha was acquired for | $ 21,900,000 | |||
Company entered into an asset purchase agreement with an unrelated party | $ 17,500,000 | |||
Company is obligated to pay development fee | 500,000 | |||
Incremental amount to be paid for expansion | $ 2,750,000 |
Tenant Receivables (Details)
Tenant Receivables (Details) | Sep. 30, 2015USD ($) |
Tenant Receivables | |
Tenant receivable balance | $ 13,061 |
Rent due from Omaha facility | $ 11,997 |
West Mifflin Note Payable (Deta
West Mifflin Note Payable (Details) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 25, 2015 |
West Mifflin Note Payable | |||
Company entered into a Term Loan and Security Agreement with Capital One | $ 7,377,500 | ||
Loan bears interest per annum | 3.72% | ||
Loan has an early termination fee | 2.00% | ||
Company paid Lender a non-refundable commitment fee | $ 73,775 | ||
Company is obligated to pay to the Lender in percentage if amount due not paid | 5.00% | ||
Minimum ratio of EBITDA | $ 1 | ||
Maximum ratio of EBITDA | 1 | ||
Minimum ratio of EBITDA to total indebtedness | 0.09 | ||
Maximum ratio of EBITDA to total indebtedness | 1 | ||
Operator EBITDAR as of last day of fiscal quarter | $ 6,000,000 | ||
Uninsured loss in excess | $ 100,000 | ||
Judgments for the payment of money in excess | $ 100,000 | ||
Company incurred deferred financing costs related to loan. | $ 137,735 |
Scheduled Principal Payments Du
Scheduled Principal Payments Due On West Mifflin Note Payable (Details) | Sep. 30, 2015USD ($) |
Scheduled Principal Payments Due On West Mifflin Note Payable | |
Principal Payments due on West Mifflin Note Payable 2015 | $ 0 |
Principal Payments due on West Mifflin Note Payable 2016 | 0 |
Principal Payments due on West Mifflin Note Payable 2017 | 0 |
Principal Payments due on West Mifflin Note Payable 2018 | 22,044 |
Principal Payments due on West Mifflin Note Payable 2019 | 136,007 |
Principal Payments due on West Mifflin Note Payable Thereafter | 7,219,449 |
Total Future Payments due on West Mifflin Note Payable | $ 7,377,500 |
Omaha Note Payable (Details)
Omaha Note Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 05, 2014 | |
Omaha Note Payable | |||||
Company entered into a Term Loan and Security Agreement with Capital One | $ 15,060,000 | ||||
Loan bears interest per annum | 4.91% | ||||
Company made principal payments | $ 231,702 | ||||
Interest expense on Loan | $ 186,702 | $ 191,576 | $ 495,275 | $ 244,980 |
Scheduled Principal Payments 28
Scheduled Principal Payments Due On Omaha Note Payable (Details) | Sep. 30, 2015USD ($) |
Scheduled Principal Payments Due On Omaha Note Payable | |
Principal Payments due on Omaha Note Payable 2015 | $ 79,834 |
Principal Payments due on Omaha Note Payable 2016 | 325,323 |
Principal Payments due on Omaha Note Payable 2017 | 14,423,141 |
Total Future Payments due on Omaha Note Payable | $ 14,828,298 |
Asheville Note Payable (Details
Asheville Note Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 15, 2014 | |
Asheville Note Payable | |||||
Company entered into a Term Loan and Security Agreement with Capital One | $ 1,700,000 | ||||
Loan bears interest per annum | 4.75% | ||||
Monthly amortizing payments each on 15th day | $ 10,986 | ||||
Company made principal payments | 25,002 | ||||
Interest expense on Loan | $ 20,433 | $ 0 | $ 61,101 | $ 0 |
Scheduled Principal Payments 30
Scheduled Principal Payments Due On Asheville Note Payable (Details) | Sep. 30, 2015USD ($) |
Scheduled Principal Payments Due On Asheville Note Payable | |
Principal Payments due on Asheville Note Payable 2015 | $ 12,897 |
Principal Payments due on Asheville Note Payable 2016 | 52,719 |
Principal Payments due on Asheville Note Payable 2017 | 1,609,382 |
Total Future Payments due on Asheville Note Payable | $ 1,674,998 |
Deferred Financing Costs (Detai
Deferred Financing Costs (Details) | Sep. 30, 2015USD ($) |
Deferred Financing Costs | |
Balance as of December 31, 2014, net | $ 291,691 |
Deferred financing costs incurred - nine months ended September 30, 2015 | 137,735 |
Amortization expense - nine months ended September 30, 2015 | (89,850) |
Balance as of September 30, 2015, net | $ 339,576 |
Amortization (Details)
Amortization (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amortization {1} | ||||
Amortization expense | $ 30,257 | $ 28,301 | $ 89,850 | $ 36,077 |
STOCK TRANSACTIONS (Details)
STOCK TRANSACTIONS (Details) | Sep. 30, 2015USD ($)$ / sharesshares |
Stock Transactions Details | |
Shares of preferred stock authorized | 100,000,000 |
Shares of preferred stock, par value | $ / shares | $ 0.001 |
Shares of common stock authorized | 500,000,000 |
Shares of common stock, par value | $ / shares | $ 0.001 |
Outstanding common stock shares | 250,000 |
Company has paid a monthly dividend per share | $ / shares | $ 0.0852 |
Company has paid a monthly dividend per month | $ | $ 21,300 |
Dividend amount was unpaid | $ | $ 21,300 |
Company recorded total dividends to holders of its common stock | 191,700 |
Company recorded total dividends to holders of its common stock were paid | $ | $ 170,400 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Nov. 10, 2014 | |
Management agreement details | ||||||
Management fees | $ 90,000 | $ 90,000 | $ 270,000 | $ 180,000 | ||
Base management fee equal to Company's net asset value per annum in percentage | 2.00% | |||||
Base management fee equal to Company's net asset value payable per calendar month | $ 30,000 | |||||
Cumulative management fees | $ 540,000 | $ 540,000 | $ 270,000 |
Convertible Debentures and Note
Convertible Debentures and Notes payables (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Convertible Debenture Due to Majority Shareholder | ||||||
Outstanding principal balance of the Convertible Debenture | $ 9,991,940 | $ 9,991,940 | $ 5,446,102 | |||
ZH USA, LLC loaned the Company to partially fund the West Mifflin transaction | 4,545,838 | |||||
Interest expense on the Convertible Debenture | 126,545 | $ 94,262 | 342,599 | $ 124,088 | ||
Incurred and unpaid interest | 235,169 | |||||
Notes Payable to Majority Shareholder | ||||||
ZH USA, LLC made one loan to the company | 250,000 | |||||
ZH USA, LLC made second loan to the company | 100,000 | |||||
ZH USA, LLC made two loans to the Company total | 350,000 | |||||
Accrued and unpaid interest paid off on the Convertible Debenture | $ 341,000 | |||||
Notes payable to the majority shareholder balance | $ 388,195 | $ 388,195 | $ 38,195 |
Due To Related Parties Net Bala
Due To Related Parties Net Balance (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Due To Related Parties Net Balance | ||
Due from Manager (a) | $ 114,598 | $ 42,915 |
Due to Manager - management fees (b) | (540,000) | (270,000) |
Due to Manager - other funds (c) | (139,881) | (103,683) |
Due to affiliated REIT (c) | (15,000) | |
Due to related parties, net | (580,283) | $ (330,768) |
Due to related parties | ||
Additional was loaned by the Company | 71,683 | |
Management fees incurred by the Company and unpaid | 270,000 | |
Additional was received by the Company | $ 51,198 |
Rental Revenue (Details)
Rental Revenue (Details) | Sep. 30, 2015USD ($) |
Rental Revenue Details | |
Operating lease 2015 | $ 663,775 |
Operating lease 2016 | 2,685,284 |
Operating lease 2017 | 2,548,786 |
Operating lease 2018 | 2,561,584 |
Operating lease 2019 | 2,630,556 |
Operating lease Thereafter | 17,574,709 |
TotalOperating lease Future Receipts | $ 28,664,694 |
Land Lease Rent Expense (Detail
Land Lease Rent Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Land Lease Rent Expense | ||||
Annual rents increase | 12.50% | |||
Company expensed a total related to land lease | $ 46,768 | $ 14,969 | $ 61,738 | $ 14,969 |
Land Lease (Details)
Land Lease (Details) | Sep. 30, 2015USD ($) |
Land Lease | |
Land Lease 2015 | $ 14,969 |
Land Lease 2016 | 59,877 |
Land Lease 2017 | 59,877 |
Land Lease 2018 | 63,619 |
Land Lease 2019 | 67,362 |
Land Lease Thereafter | 1,040,948 |
TotalLand Lease Future Receipts | $ 1,306,652 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 16, 2015 | Oct. 06, 2015 |
SUBSEQUENT EVENTS TRANSACTIONS | ||
Company entered into an asset purchase agreement with an unrelated party R&K Healthcare Real Estate, L.L.C | $ 20,500,000 | |
Company declared a dividend per share payable to the holders of its common stock | $ 0.0852 | |
Aggregate amount of the dividend | $ 21,300 |