Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 21, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Entity Common Stock, Shares Outstanding | 1,426,656 | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Global Medical REIT Inc. | ||
Entity Central Index Key | 1,533,615 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Trading Symbol | GMRE | ||
Amendment Description | Global Medical REIT Inc. is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended December 31, 2015, originally filed with the Securities and Exchange Commission on March 21, 2016 (the “Original Filing”), to include the prior year consolidated financial information required by Rule 8-02 of Regulation S-X. This Amendment includes audited consolidated results of operations and cash flow information for the fiscal year ended August 31, 2014 within Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the fiscal year ended August 31, 2014 consolidated financial statements and footnotes within Item 8. “Consolidated Financial Statements and Supplementary Data.” On March 20, 2015, we filed a Transition Report on Form 10-KT for the year ended December 31, 2014, as the Company changed its fiscal year from August 31 to the calendar twelve months ending December 31, effective beginning with the year ended December 31, 2014. This change in fiscal year was required based upon our intention to qualify and be taxed as a real estate investment trust for federal income tax purposes. As a result, the Company’s 2014 fiscal period was shortened from twelve months to a four-month transition period that ended on December 31, 2014. Accordingly, our Original Filing included the Company’s audited consolidated financial results for the calendar year ended December 31, 2015 and for the four-month transition period from September 1, 2014 through December 31, 2014. This Amendment also includes updated Subsequent Event information in Note 11 - “Subsequent Events” that was included in our Original Filing from March 21, 2016 through March 31, 2016 to correspond with the date of the filing of our Registration Statement on Form S-11 on April 1, 2016. This Amendment does not amend or otherwise update any other information included in our Original Filing. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
Investment in real estate: | |||
Land | $ 4,563,852 | $ 572,400 | |
Building and improvements | 51,574,271 | 23,801,362 | $ 21,867,065 |
Real Estate Investment Property, at Cost, Total | 56,138,123 | 24,373,762 | 21,867,065 |
Less: accumulated depreciation | (989,251) | (329,580) | (129,081) |
Investment in real estate, net | 55,148,872 | 24,044,182 | 21,737,984 |
Cash | 9,184,270 | 88,806 | 25,484 |
Restricted cash | 447,627 | 197,719 | 137,501 |
Accounts receivable | 0 | 2,793 | |
Escrow deposits | 454,310 | 14,877 | 14,940 |
Deferred assets | 93,646 | 0 | |
Prepaid expense | 19,307 | ||
Deferred financing costs, net | 309,543 | ||
Total assets | 65,328,725 | 24,348,377 | 22,244,759 |
Liabilities: | |||
Accrued expenses | 683,857 | 338,764 | 176,153 |
Due to related party, net | 847,169 | 330,768 | 213,000 |
Convertible debenture, due to majority stockholder | 40,030,134 | 5,446,102 | 4,536,102 |
Note payable to majority stockholder | 421,000 | 38,195 | 38,195 |
Notes payable, net of unamortized discount | 23,485,173 | 16,468,309 | 15,060,000 |
Total liabilities | 65,467,333 | 22,622,138 | 20,023,450 |
Stockholders' (deficit) equity: | |||
Preferred Stock, Value | 0 | 0 | 0 |
Common Stock, Value | 250 | 250 | 250 |
Additional paid-in capital | 3,011,790 | 3,011,790 | 3,011,790 |
Accumulated deficit | (3,150,648) | (1,285,801) | (790,731) |
Total stockholders' (deficit) equity | (138,608) | 1,726,239 | 2,221,309 |
Total liabilities and stockholders' (deficit) equity | $ 65,328,725 | $ 24,348,377 | $ 22,244,759 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
Notes payable, net of unamortized discount | $ 302,892 | $ 291,691 | $ 309,543 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 100,000,000 |
Common stock, shares issued | 250,000 | 250,000 | 250,000 |
Common stock, shares outstanding | 250,000 | 250,000 | 250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 | |
Revenue | |||
Rental revenue | $ 596,585 | $ 2,049,196 | $ 379,678 |
Other income | 71 | 12,471 | 727 |
Total revenue | 596,656 | 2,061,667 | 380,405 |
Expenses | |||
Acquisition fees - related party | 48,400 | 627,000 | 434,200 |
General and administrative | 182,930 | 505,141 | 20,666 |
Management fees - related party | 120,000 | 360,000 | 150,000 |
Depreciation expense | 200,499 | 659,671 | 129,081 |
Interest expense | 454,697 | 1,519,102 | 298,664 |
Total expenses | 1,006,526 | 3,670,914 | 1,032,611 |
Net loss | $ (409,870) | $ (1,609,247) | $ (652,206) |
Net loss per share - Basic and Diluted (in dollars per share) | $ (1.64) | $ (6.44) | $ (13.49) |
Weighted average shares outstanding - Basic and Diluted (in shares) | 250,000 | 250,000 | 48,356 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balances at Aug. 31, 2013 | $ (15,905) | $ 20 | $ 79,980 | $ (95,905) |
Balance (Shares) at Aug. 31, 2013 | 20,000 | |||
Net loss | (652,206) | $ 0 | 0 | (652,206) |
Conversion of convertible debenture due to majority stockholder to shares of common stock | 2,932,040 | $ 230 | 2,931,810 | 0 |
Conversion of convertible debenture due to majority stockholder to shares of common stock ( Shares) | 230,000 | |||
Dividends to stockholders | (42,620) | $ 0 | 0 | (42,620) |
Balances at Aug. 31, 2014 | 2,221,309 | $ 250 | 3,011,790 | (790,731) |
Balances (Shares) at Aug. 31, 2014 | 250,000 | |||
Net loss | (409,870) | $ 0 | 0 | (409,870) |
Dividends to stockholders | (85,200) | 0 | 0 | (85,200) |
Balances at Dec. 31, 2014 | 1,726,239 | $ 250 | 3,011,790 | (1,285,801) |
Balances (Shares) at Dec. 31, 2014 | 250,000 | |||
Net loss | (1,609,247) | $ 0 | 0 | (1,609,247) |
Dividends to stockholders | (255,600) | 0 | 0 | (255,600) |
Balances at Dec. 31, 2015 | $ (138,608) | $ 250 | $ 3,011,790 | $ (3,150,648) |
Balances (Shares) at Dec. 31, 2015 | 250,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 | ||
Operating activities | ||||
Net loss | $ (409,870) | $ (1,609,247) | $ (652,206) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Depreciation expense | 200,499 | 659,671 | 129,081 | |
Amortization of deferred financing costs | 39,429 | 126,535 | 26,443 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (2,793) | 2,793 | ||
Prepaid expense | 19,307 | 0 | (19,307) | |
Deferred assets | 0 | (93,646) | ||
Accrued expenses | 162,612 | 345,093 | 157,109 | |
Accrued management fees due to related party | 120,000 | 360,000 | 150,000 | |
Net cash (used in) provided by operating activities | 129,184 | (208,801) | (208,880) | |
Investing activities | ||||
Escrow deposits used for purchase of properties | 62 | (439,433) | (14,940) | |
Loans to related party | (42,915) | (135,196) | [1] | |
Purchase of buildings and improvements | (2,506,697) | (31,764,361) | (21,867,065) | |
Net cash used in investing activities | (2,549,550) | (32,338,990) | (21,882,005) | |
Financing activities | ||||
Change in restricted cash | (60,218) | (249,908) | (137,501) | |
Loans from related party | 40,683 | 291,597 | 62,620 | |
Proceeds from convertible debenture to majority stockholder | 910,000 | 34,584,032 | 7,468,142 | |
Proceeds from note payable to majority stockholder | 0 | 382,805 | 345,053 | |
Payment on note payable to majority stockholder | 0 | (306,858) | ||
Proceeds from notes payable from acquisitions | 1,700,000 | 7,377,500 | ||
Payments on notes payable from acquisitions | 0 | (349,435) | ||
Proceeds from note payable to majority stockholder | 15,060,000 | |||
Payments of deferred financing costs | (21,577) | (137,736) | (335,986) | |
Dividends paid to stockholders | (85,200) | (255,600) | (42,620) | |
Net cash provided by financing activities | 2,483,688 | 41,643,255 | 22,112,850 | |
Net increase in cash and cash equivalents | 63,322 | 9,095,464 | 21,965 | |
Cash and cash equivalents at beginning of period | 25,484 | 88,806 | 3,519 | |
Cash and cash equivalents at end of period | 88,806 | 9,184,270 | 25,484 | |
Supplemental disclosures of cash flow information | ||||
Cash payments for interest | $ 270,778 | $ 1,165,157 | 117,079 | |
Noncash financing and investing activities: | ||||
Conversion of convertible debenture due to majority stockholder to shares of common stock | $ 2,932,040 | |||
[1] | Funds loaned were used by the Advisor for the Asheville facility acquisition. |
Organization
Organization | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Organization Global Medical REIT Inc. (the “Company”) was originally 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 and change of strategy to focus on the acquisition and leasing of licensed purpose-built healthcare facilities. The Company’s primary investor goal is to provide attractive risk-adjusted returns and maximize sustainable distributable cash flow. The Company’s 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 the Company’s 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. The Company has four wholly owned Delaware limited liability company subsidiaries that were formed to own the facilities within the Company’s portfolio. The wholly owned subsidiaries are as follows: GMR Memphis, LLC; GMR Pittsburgh, LLC; GMR Asheville, LLC, and GMR Omaha, LLC. 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 management. ZH International Holdings Limited owns ZH USA, LLC, (formerly known as HFE USA, LLC) the Company’s majority stockholder. As of December 31, 2015, 248,825 99.5 | Note 1 Organization and Operations 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 conversion into a Maryland corporation and its plans to develop and manage a portfolio of healthcare real estate assets and properties. On September 30, 2013, Xpress Group, Ltd., a Hong Kong company now known as Heng Fai Enterprises, Ltd. (“Heng Fai”) purchased 13,750 68.7 55,000 6,250 25,000 30,000 0.00641 94.1 As part of Heng Fai’s acquisition of a controlling interest in our company, we have determined to pursue a new strategy and intend to acquire real estate assets in the healthcare industry, which may include the real estate of hospitals, medical centers, nursing facilities and retirement homes. Effective November 7, 2014, the Company amended its articles of incorporation to increase the number of authorized shares of common stock, $ 0.001 100,000,000 500,000,000 1-for-400 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies The Company changed its fiscal year from August 31 to the calendar twelve months ending December 31, effective beginning with the year ended December 31, 2014. As a result, the Company’s prior fiscal period was shortened from twelve months to a four-month transition period that began on September 1, 2014 and ended on December 31, 2014. The Company’s change in fiscal year was required based upon the Company’s intention to qualify and be taxed as a REIT for federal income tax purposes. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions between the Company and its subsidiaries have been eliminated. See Note 1 “Organization” for the names of our wholly owned subsidiaries. The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates. On April 7, 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03 entitled “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). Debt issuance costs include amounts paid to lenders and others to obtain financing and are amortized to interest expense on a straight-line basis over the term of the related loan, which approximates the effective interest method. The Company plans on electing to be taxed as a REIT for federal income tax purposes beginning in 2016. REITs are generally not subject to federal income taxes if the Company can meet many specific requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local income taxes, and if the Company creates a Taxable REIT Subsidiary (“TRS”), the TRS will be subject to federal, state and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction. Transactions in which real estate assets are purchased that are not subject to an existing significant lease or are attached or related to a major healthcare provider are treated as asset acquisitions, and as such are recorded at their purchase price, including acquisition fees, which is allocated to land and building based upon their relative fair values at the date of acquisition. Investment properties that are acquired either subject to a significant existing lease or as part of a portfolio level transaction with significant leasing activity are treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and as such are recorded at fair value, allocated to land, building and the existing lease, if applicable, based upon their fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. Fair value is determined based on ASC Topic 820, Fair Value Measurements and Disclosures, primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties, the Company utilizes its own market knowledge and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building. The Company utilizes market comparable transactions such as price per square foot to assist in the determination of fair value for purposes of allocating the purchase price of properties acquired as part of portfolio level transactions. The Company evaluates its real estate assets for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. Depreciation expense is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 40 The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months to be cash equivalents. The Company maintains their cash and cash equivalents and escrow deposits at financial institutions. The combined account balances may exceed the Federal Depository Insurance Corporation insurance coverage, and, as a result, there may be a concentration of credit risk related to amounts on deposit. The Company does not believe that this risk is significant. Restricted cash represents cash required by a third party lender to be held by the Company as a reserve for debt service. Escrow deposits include funds held in escrow to be used for the acquisition of future properties. The deferred asset balance of $ 93,646 23,295 70,351 The Company’s operations currently consist of rental revenue earned from three tenants under leasing arrangements which provide for minimum rent, escalations, and charges to the tenant for the real estate taxes and operating expenses. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment. If the Company determines that collectability of rents is not reasonably assured, future revenue recognition is limited to amounts contractually owed and paid, and, when appropriate, an allowance for estimated losses is established. The Company consistently assesses the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease. As of December 31, 2015 and December 31, 2014 no allowance was recorded as it was not deemed necessary. ASC Topic 280, “Segment Reporting,” establishes standards for reporting financial and descriptive information about a public entity's reportable segments. The Company has determined that they have one reportable segment, with activities related to investing in medical properties. The Company evaluates the operating performance of its investments on an individual asset level basis. Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1-Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2-Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3-Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company considers the carrying values of cash and cash equivalents, escrow deposits, accounts and other receivables, and accounts payable and accrued expenses to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The Company enters into transactions with affiliated entities, or “related parties,” which are recorded net as “Due to Related Parties” in the accompanying Consolidated Balance Sheets. Related party disclosures are governed by ASC Topic 850, “Related Party Disclosures.” Refer to Note 6 “Related Party Transactions” for additional information regarding the Company’s related party transactions. The Company calculates basic and diluted loss per share using the weighted average common shares outstanding. The Company has no issued and outstanding non-vested shares of common stock and therefore no dilutive effects of non-vested shares and accordingly the Company’s calculation and the resulting amount of basic and diluted loss per share are identical. The Company reclassified $ 197,719 572,400 | Note 2 Significant Accounting Policies 137,501 5 40 129,081 The Company maintains an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company’s assessment is based on amounts estimated to be recoverable over the term of the lease. As of August 31, 2014, there was no allowance for doubtful accounts. 335,986 26,443 309,543 • Level 1 Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company considers the carrying values of cash and cash equivalents, accounts and other receivables, escrow deposits, accounts payable and accrued liabilities to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. |
Property Portfolio
Property Portfolio | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment Disclosure [Text Block] | Note 3 Property Portfolio Land Building & Improvements Gross Investment Balances as of January 1, 2015 $ 572,400 $ 23,801,362 $ 24,373,762 Acquisitions: Tennessee Facilities 2,704,452 17,451,238 20,155,690 West Mifflin Facility 1,287,000 10,321,671 11,608,671 Total Additions: 3,991,452 27,772,909 31,764,361 Balances as of December 31, 2015 $ 4,563,852 $ 51,574,271 $ 56,138,123 Properties Owned as of December 31, 2015 Tennessee Facilities On December 31, 2015, the Company acquired a six building, 52,266 20.0 20.2 1.75 20,900,000 West Mifflin Facility On September 25, 2015, the Company acquired a combined approximately 27,193 11.35 11.6 2 7,377,500 4,545,838 Asheville Facility On September 19, 2014, the Company acquired an approximately 8,840 2.5 1.7 Omaha Facility On June 5, 2014, the Company completed the acquisition of a 56-bed long term acute care hospital located at 1870 S 75 th 21.7 21.9 60 15.06 Depreciation expense was $ 659,671 200,499 For information related to property transactions that occurred subsequent to December 31, 2015 refer to Note 11 “Subsequent Events.” | Note 3 Property Acquisition On June 5, 2014, the Company completed the acquisition of a 56-bed long term acute care hospital located at 1870 S 75th Street, Omaha, Nebraska for approximately $21,700,000 (approximately $21.9 million after including legal fees) (the “Omaha Facility”). The Omaha Facility is operated by Select Specialty Hospital Omaha, Inc. pursuant to a sublease which expires in 2023, with sub lessee options to renew up to 60 years (the “operating lease”). Also, the real property where the Omaha 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 2023 with sub lessee options to renew up to 60 years. When at the date of acquisition an acquired property has an existing tenant the Company accounts for its acquisition of real estate in accordance with FASB ASC 805, Accounting for Business Combinations, Goodwill, and Other Intangible Assets, which requires the purchase price of acquired properties be allocated to the acquired tangible assets and liabilities, consisting of land, building, and identified intangible assets, based in each case on their fair values. The Company identified no intangible assets in connection with its acquisition of the Omaha Facility. |
Notes Payable Related to Acquis
Notes Payable Related to Acquisitions | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | Note 4 Notes Payable Related to Acquisitions Summary of Notes Payable Related to Acquisitions, Net of Debt Discount As disclosed in Note 2 “Summary of Significant Accounting Policies” effective for the fiscal year ended December 31, 2015, the Company early adopted the provisions of ASU 2015-03, which requires retrospective application. The adoption of ASU 2015-03 represents a change in accounting principle. December 31, 2015 December 31, 2014 Notes payable related to acquisitions, gross $ 23,788,065 $ 16,760,000 Less: Unamortized debt discount (deferred financing costs) (302,892) (291,691) Notes payable related to acquisitions, net $ 23,485,173 $ 16,468,309 The Company incurred financing costs related to the Omaha, Asheville, and West Mifflin loans that are treated as debt discounts. Balance as of January 1, 2015, net $ 291,691 Additions West Mifflin financing 137,736 Debt discount amortization expense (126,535) Balance as of December 31, 2015, net $ 302,892 A rollforward of the unamortized debt discount balance as of December 31, 2014 is as follows: Balance as of September 1, 2014, net $ 309,543 Additions Asheville financing 21,577 Debt discount amortization expense (39,429) Balance as of December 31, 2014, net $ 291,691 Amortization expense is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. 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 to borrow $ 7,377,500 3.72 September 25, 2020 7,377,500 Interest expense incurred on this note was $ 51,078 2018 $ 22,044 2019 136,007 2020 7,219,449 Total $ 7,377,500 Asheville Note Payable In order to finance a portion of the purchase price of the Asheville facility, on September 15, 2014 the Company entered into a Promissory Note with the Bank of North Carolina to borrow $ 1,700,000 4.75 th th 37,899 1,662,101 1,700,000 Interest expense on this note was $ 81,160 20,188 2016 $ 52,719 2017 1,609,382 Total $ 1,662,101 Omaha Note Payable In order to finance a portion of the purchase price for the Omaha facility, on June 5, 2014 the Company entered into a Term Loan and Security Agreement with Capital One, National Association to borrower $ 15,060,000 4.91 June 5, 2017 301,200 311,536 14,748,464 15,060,000 Interest expense on this note was $ 679,987 252,644 2016 $ 325,323 2017 14,423,141 Total $ 14,748,464 | Note 4 Debt In order to finance a portion of the purchase price for the Omaha 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 4.91 June 5, 2017 301,200 At Closing, the Company paid the Lender a non-refundable commitment fee of $ 150,600 5 The Company’s obligation under the Term Loan and Security Agreement are secured by: (1) a first priority perfected security interest in all tangible and intangible existing and future personal property and real property of the Company. 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 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 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 Company incurred deferred financing costs of $ 335,986 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 Scheduled principal payments due on debt as of August 31, 2014, are as follows: Year Ending August 31, 2015 $ 206,655 2016 319,965 2017 14,533,380 Total Payments $ 15,060,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | Note 5 Stockholders’ Equity Preferred Stock The Company’s charter authorizes the issuance of 10,000,000 0.001 Common Stock The Company has 500,000,000 0.001 250,000 Effective November 7, 2014, the Company amended its articles of incorporation to increase the number of authorized shares of common stock, $ 0.001 500,000,000 1-for-400 As of December 31, 2014 and August 31, 2014, there were 250,000 Pursuant to a previously declared dividend approved by the Board of Directors and in compliance with applicable provisions of the Maryland General Corporation Law, the Company has paid a monthly dividend of $ 0.0852 21,300 255,600 85,200 As disclosed in Note 11 “Subsequent Events,” on March 2, 2016, ZH USA, LLC converted $ 15,000,000 1,176,656 | Note 5 Stockholders’ Equity Preferred stock 10,000,000 0.001 Common stock 100,000,000 0.001 250,000 On September 30, 2013, Xpress Group, Ltd., a Hong Kong company now known as Heng Fai Enterprises, Ltd. (“Heng Fai”) purchased 13,750 68.7 55,000 6,250 25,000 30,000 0.00641 94.1 As discussed in Note 6, on July 17, 2014, the Company agreed to issue 230,000 2,932,040 On July 17, 2014, the Company announced that its Board declared a one-time dividend of $ 0.0852 On August 19, 2014, the Company declared a dividend of $ 0.0852 th Total dividends paid to stockholders during the year ended August 31, 2014 were $ 42,620 |
Related Party Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | Note 6 Related Party Transactions Allocated General and Administrative Expenses In the future, the Company may receive an allocation of general and administrative expenses from the Advisor 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 Advisor for the fiscal year ended December 31, 2015 or for the four months ended December 31, 2014. Convertible Debenture, due to Majority Stockholder The Company has received funds from its majority stockholder ZH USA, LLC in the form of convertible interest bearing ( 8 “Convertible debenture, due to majority stockholder” on the accompanying Consolidated Balance Sheets. The Company may prepay the note at any time, in whole or in part. ZH USA, LLC may elect to convert all or a portion of the outstanding principal amount of the note into shares of common stock in an amount equal to the principal amount of the note, together with accrued but unpaid interest, divided by $ 12.748 Balance as of January 1, 2015 $ 5,446,102 Funds advanced for Tennessee Facilities acquisition 20,900,000 Funds advanced for West Mifflin acquisition 4,545,838 Funds advanced for Plano acquisition (closed post 12.31.15; see Note 11) 9,000,000 Fund advanced to be used for future acquisitions 138,194 Total funded during twelve months ended December 31, 2015 34,584,032 Balance as of December 31, 2015 $ 40,030,134 Balance as of September 1, 2014 $ 4,536,102 Proceeds received for convertible debenture 910,000 Balance as of December 31, 2014 $ 5,446,102 Interest expense on the convertible debenture was $ 581,342 142,436 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 in accordance with ASC Topic 470-20, “Debt with Conversion and Other Options,” 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. Note Payable to Majority Stockholder The Company has received funds from its majority stockholder ZH USA, LLC in the form of a non-interest bearing due on demand note payable, which is classified as “Note payable to majority stockholder” on the accompanying Consolidated Balance Sheets. Balance as of January 1, 2015 $ 38,195 Proceeds received from majority stockholder 382,805 Balance as of December 31, 2015 $ 421,000 Balance as of September 1, 2014 $ 38,195 Proceeds received from majority stockholder - Repayments of note payable - Balance as of December 31, 2014 $ 38,195 Due to Related Parties, Net Due from Due to Due to Advisor Due to Other Total Due (To) Balance as of January 1, 2015 $ 42,915 (270,000) (103,683) - (330,768) Management fees due to Advisor (c) - (360,000) - - (360,000) Funds loaned by Advisor (a) - - (136,597) - (136,597) Funds loaned to Advisor (b) 135,196 - - - 135,196 Funds loaned by Other Related Party (a) - - - (155,000) (155,000) Balance as of December 31, 2015 $ 178,111 (630,000) (240,280) (155,000) (847,169) (a) Total funds loaned to the Company of $ 291,597 (b) Funds loaned were used by the Advisor for the Asheville facility acquisition. (c) This amount represents a cash flow statement operating activity. Due from Due to Due to Advisor Due to Other Total Due (To) Balance as of September 1, 2014 $ - (150,000) (63,000) - (213,000) Management fees due to Advisor - (120,000) - - (120,000) Funds loaned by Advisor - - (40,683) - (40,683) Funds loaned to Advisor 42,915 - - - 42,915 Balance as of December 31, 2014 $ 42,915 (270,000) (103,683) - (330,768) 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 “Advisor”), a Delaware limited liability company and an affiliate of the Company. 2.0 30,000 360,000 120,000 400,000 227,000 48,400 | Note 6 Related Party Transactions 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. Under the terms of the Management Agreement the Manager is responsible for designing and implementing our business strategy and administering our business activities and day-to-day operations. For performing these services, the Company will pay the Manager a base management fee equal to the greater of (a) 2.0 30,000 213,000 213,000 434,200 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 year ended August 31, 2014. Note payable to majority stockholder Heng Fai, the majority stockholder, loaned the Company $ 7,468,142 8.0 June 30, 2015 12,748 On July 17, 2014, Heng Fai elected to convert $ 2,932,040 230,000 As of August 31, 2014, the outstanding principal balance of the Convertible Debenture was $ 4,536,102 91,468 345,053 306,858 38,195 |
Rental Revenue
Rental Revenue | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Leases [Abstract] | ||
Operating Leases of Lessor Disclosure [Text Block] | Note 7 Rental Revenue 2016 $ 3,945,243 2017 3,790,242 2018 3,800,505 2019 3,864,307 2020 3,929,203 Thereafter 24,659,288 Total $ 43,988,788 The Omaha facility constituted approximately 80 10 90 10 | Note 7 Rental Revenue Year Ending August 31, 2015 $ 1,565,969 2016 1,565,969 2017 1,565,969 2018 1,565,969 2019 1,565,969 Thereafter 4,045,419 Total Payments $ 11,875,264 Of the total rental revenue for the year ended August 31, 2014, 100 2023 60 2,975.6 74 26 123 28 108 |
Omaha Land Lease Rent Expense
Omaha Land Lease Rent Expense | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Leases [Abstract] | ||
Leases of Lessee Disclosure [Text Block] | Note 8 Omaha Land Lease Rent Expense The Omaha facility land lease initially was to expire in 2023 60 2033 12.5 79,892 44,908 2016 $ 59,877 2017 59,877 2018 63,619 2019 67,362 2020 67,362 Thereafter 973,586 Total $ 1,291,683 | Note 8 Rent Expense The land lease expires in 2023 with options to renew up to 60 12.5 Year Ending August 31, 2015 $ 59,877 2016 59,877 2017 62,996 2018 67,362 2019 67,362 Thereafter 174,018 Total Payments $ 491,492 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | 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 Company’s 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. | Note 9 Commitments and contingencies Litigation Environmental matters |
Income Taxes
Income Taxes | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Disclosure [Text Block] | Note 10 Income Taxes For the 2016 tax year, the Company is planning to elect and qualify as a REIT under the Internal Revenue Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90 Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company had federal and state net operating loss carry forwards of approximately $ 1,352,000 2028 December 31, 2015 December 31, 2014 Deferred income tax asset: Net operating loss carry forward $ 460,000 $ 184,000 Valuation allowance (460,000) (184,000) Net deferred tax asset $ - $ - The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, the Company concluded that it is not likely that its net deferred tax assets will ultimately be recovered; as such, it recorded a valuation allowance for the net operating loss and a reserve due to the anticipated REIT election for calendar year 2016. The Company follows ASC Topic 740 to recognize, measure, present and disclose in our consolidated financial statements uncertain tax positions that it has taken or expects to take on a tax return. As of December 31, 2015 and December 31, 2014, the Company did not have any liabilities for uncertain tax positions that it believes should be recognized in its financial statements. The Company is not subject and has not been subject to any federal or state income tax examinations. | Note 10 Income Taxes For the 2014 tax year, the Company is planning to elect and qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90 Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred a net operating loss of approximately $ 535,000 2028 August 31, Deferred income tax asset: Net operating loss carry forward 181,970 Valuation allowance (181,970) Net deferred tax assets Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. The Company follows ASC Topic 740 to recognize, measure, present and disclose in our consolidated financial statements uncertain tax positions that it has taken or expects to take on a tax return. As of August 31, 2014, the Company did not have any liabilities for uncertain tax positions that it believes should be recognized in its financial statements. The Company is not subject and has not been subject to any federal or state income tax examinations. |
Subsequent Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | Note 11 Subsequent Events Cantor Loan On March 31, 2016, through certain of our subsidiaries, we entered into a $ 32,097,400 The Cantor Loan has a maturity date of April 6, 2026 5.22 Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) 2 years after the loan is placed in a securitized mortgage pool, or (ii) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. We are securing the payment of the Cantor Loan with the assets, including property, facilities, and rents, held by the GMR Loan Subsidiaries. We have agreed to guarantee certain customary recourse obligations, including findings of fraud, gross negligence, or breach of environmental covenants by GMR Loan Subsidiaries. The GMR Loan Subsidiaries will be required to maintain monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate Completed Property Acquisitions Subsequent to December 31, 2015 Plano Acute Care On January 28, 2016, the Company closed on an asset purchase agreement with an unrelated party Star Medreal, LLC, a Texas limited liability company, to acquire an approximately 24,000 17.5 500,000 2.75 6,400 On January 28, 2016, the Company entered into a Promissory Note and Deed of Trust with East West Bank to borrow the principal amount of $ 9,223,500 January 28, 2021 50,000 46,117 0.50 4.0 Additional funding for this transaction was received from the Company’s majority stockholder during the year ended December 31, 2015 in the amount of $ 9,369,310 9,025,000 344,310 9,369,310 12.748 Melbourne Facility On March 31, 2016, the Company closed on a purchase agreement to acquire a 78,000 15.45 1.9 Michigan Facility On March 31, 2016, the Company closed on a purchase agreement to acquire a two-story medical office building and ambulatory surgery center located in Westland, Michigan. The property contains 15,018 1.3 4.75 Dividends On January 19, 2016, the Company declared a dividend of $ 0.0852 th 21,300 On February 17, 2016, the Company declared a dividend of $ 0.0852 th 21,300 On March 17, 2016, the Company declared a dividend of $ 0.0852 th 21,300 Common Stock Activity On March 2, 2016, ZH USA, LLC converted $ 15,000,000 1,176,656 The Convertible Debenture was issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended. Formation of UPREIT Structure On March 14, 2016, the Company entered into a series of internal agreements and transactions pursuant to which the Company has implemented an UPREIT operating partnership structure. The Company and its wholly owned subsidiary, Global Medical REIT GP LLC, a Delaware limited liability company (the “GP”), entered into an Agreement of Limited Partnership pursuant to which the Company serves as the initial limited partner, and the GP serves as the sole general partner, of the Company’s Operating Partnership, Global Medical REIT L.P., a Delaware limited partnership (the “OP”) (the “Partnership Agreement”). In addition, the Company entered into a Contribution and Assignment Agreement (the “Contribution Agreement”) with the OP pursuant to which the Company contributed to the OP 100 The Company is the sole member of the GP, which is the sole general partner of the OP. Going forward, the Company will conduct substantially all of its operations and make substantially all of its investments through the OP. Pursuant to the partnership agreement, through the GP, the Company will have full, complete and exclusive responsibility and discretion in the management and control of the OP, including the ability to cause the OP to enter into certain major transactions including acquisitions, dispositions, refinancings and selection of lessees, to make distributions to partners and to cause changes in the OP’s business activities. | Note 11 Subsequent Events Acquisition 8,840 2.52 In connection with the acquisition of the Ashville facility in September 2014 the Company borrowed $ 1.7 4.75 Board of director and officer appointments Management agreement Services Performed Compensation 2.0 30,000 2.00 difference between (1) the product of (a) 20% and (b) the difference between (i) Core Earnings (as defined below) for the previous four fiscal quarters, and (ii) the product of (A) the weighted-average offering price per share of common stock of all of the Company’s offerings of common stock (other than offerings of common stock to the Company or its Affiliates that are not part of a broader offering of common stock to third party investors) (where each such offering is weighted by both the number of shares issued in such offering and the number of days that such issued shares were outstanding during such four fiscal quarter period) multiplied by the average number of common stock outstanding in the previous four fiscal quarters, and (B) 8%, and (2) the sum of any Incentive Compensation paid to the Manager with respect to the first three fiscal quarters of such previous four fiscal quarter period; provided, however, that no Incentive Compensation shall be payable with respect to any fiscal quarter unless cumulative Core Earnings for the 12 most-recently completed fiscal quarters (or part thereof prior to the completion of 12 fiscal quarters following the Closing Date) is greater than zero. Core Earnings is a non-GAAP measure and is defined as the net income (loss) of the Company, computed in accordance with GAAP, excluding non-cash equity compensation expense, the Incentive Compensation, real estate-related depreciation and amortization, any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income and one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Company’s Board of Directors. The Base Management Fee shall be payable in arrears in cash, in quarterly installments commencing with the fiscal quarter in which this Agreement is executed. The Incentive Compensation shall be payable in arrears, in quarterly installments commencing with the fiscal quarter ending April 1, 2014. Operating Expenses Termination Rights The Management Agreement can be terminated if the Company fails to exceed (A) 75% (seventy-five percent) of the FTSE NAREIT Equity Health Care (as defined below) total performance and dividend performance over the three year period previous to termination (the Manager shall have the right to forgo or defer any fees due to it in order to achieve the 75% benchmark); and (B) 75% (seventy-five percent) of the FTSE NAREIT Equity Health Care (as defined below) total performance and dividend performance over the one year period previous to termination (the Manager shall have the right to forgo or defer any Fees due to it in order to achieve the 75% benchmark); and (C) 75% (seventy-five percent) of the Standard and Poor’s 500 Index total performance and dividend performance over the three year period previous to termination (the Manager shall have the right to forgo or defer any Fees due to it in order to achieve the 75% benchmark); and (D) 75% (seventy-five percent) of the Standard and Poor’s 500 Index total performance and dividend performance over the one year period previous to termination (the Manager shall have the right to forgo or defer any Fees due to it in order to achieve the 75% benchmark); and (E) “total performance” is defined as share price appreciation plus dividends paid to the stockholder expressed as an annualized percentage of all index constituents weighted in the same ratio as they are weighed by the index; and (F) “dividend performance” is defined as dividends paid to the stockholder expressed as an annualized percentage of all index constituents weighted in the same ratio as they are weighed by the index. In addition, the Management Agreement can only be terminated if the Company fails to exceed 5.0 FTSE NAREIT Equity Health Care means the REIT health care real estate index which is a component of the FTSE NAREIT U.S. Real Estate Index Series published on REIT.com. In addition, the Manager may terminate the Management Agreement on 60 days’ notice in the event the Company shall default on any term or condition of the agreement and the Company fails to remedy such default within 30 days of such notice. In the event of a default, the Company is obligated to pay the Manager a termination fee (the “Termination Fee”) equal to the greater of (a) three (3) times the average annual Base Management Fee and the average annual Incentive Compensation (in either case paid or payable) to the Manager with respect to the previous eight fiscal quarters ending on the last day of the Final Quarter; and (b) the greater of: (i) 10% (ten percent) of the FFO growth (as defined below) from October 1, 2013 to the date of the termination; or (ii) 10% (ten percent) of capital gains of the Company measured from the period October 1, 2013 to the date of termination. A mutually agreed upon third party shall conduct an appraisal of the Company’s assets. FFO means the Company’s net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Reverse stock split 0.001 100,000,000 500,000,000 1-for-400 Dividends 0.0852 th On October 18, 2014, the Company declared a dividend of $0.0852 per share payable to the holders of its common stock of record at the close of business October 30, 2014. Dividends shall be paid no later than the 20 th On November 21, 2014, the Company declared a dividend of $0.0852 per share payable to the holders of its common stock of record at the close of business December 2, 2014. Dividends shall be paid no later than the 20 th |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Accounting Policies [Abstract] | ||
Fiscal Period, Policy [Policy Text Block] | Fiscal Year The Company changed its fiscal year from August 31 to the calendar twelve months ending December 31, effective beginning with the year ended December 31, 2014. As a result, the Company’s prior fiscal period was shortened from twelve months to a four-month transition period that began on September 1, 2014 and ended on December 31, 2014. The Company’s change in fiscal year was required based upon the Company’s intention to qualify and be taxed as a REIT for federal income tax purposes. | |
Consolidation, Policy [Policy Text Block] | Consolidation Policy The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions between the Company and its subsidiaries have been eliminated. See Note 1 “Organization” for the names of our wholly owned subsidiaries. | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates. | Use of estimates |
Presentation of Unamortized Debt Issuance Costs as Debt Discount [Policy Text Block] | Presentation of Unamortized Debt Issuance Costs as Debt Discount On April 7, 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-03 entitled “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). Debt issuance costs include amounts paid to lenders and others to obtain financing and are amortized to interest expense on a straight-line basis over the term of the related loan, which approximates the effective interest method. | |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company plans on electing to be taxed as a REIT for federal income tax purposes beginning in 2016. REITs are generally not subject to federal income taxes if the Company can meet many specific requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates, and the Company may be ineligible to qualify as a REIT for subsequent tax years. Even if the Company qualifies as a REIT, it may be subject to certain state or local income taxes, and if the Company creates a Taxable REIT Subsidiary (“TRS”), the TRS will be subject to federal, state and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction. | Income taxes |
Real Estate, Policy [Policy Text Block] | Purchase of Real Estate Transactions in which real estate assets are purchased that are not subject to an existing significant lease or are attached or related to a major healthcare provider are treated as asset acquisitions, and as such are recorded at their purchase price, including acquisition fees, which is allocated to land and building based upon their relative fair values at the date of acquisition. Investment properties that are acquired either subject to a significant existing lease or as part of a portfolio level transaction with significant leasing activity are treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and as such are recorded at fair value, allocated to land, building and the existing lease, if applicable, based upon their fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. Fair value is determined based on ASC Topic 820, Fair Value Measurements and Disclosures, primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties, the Company utilizes its own market knowledge and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building. The Company utilizes market comparable transactions such as price per square foot to assist in the determination of fair value for purposes of allocating the purchase price of properties acquired as part of portfolio level transactions. | Purchase of real estate |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long Lived Assets The Company evaluates its real estate assets for impairment periodically or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the carrying amount of an asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, we would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset. | Impairment of long lived assets |
Depreciation, Depletion, and Amortization [Policy Text Block] | Depreciation Expense Depreciation expense is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 40 | Depreciation expense 5 40 129,081 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposits with a maturity of three months to be cash equivalents. The Company maintains their cash and cash equivalents and escrow deposits at financial institutions. The combined account balances may exceed the Federal Depository Insurance Corporation insurance coverage, and, as a result, there may be a concentration of credit risk related to amounts on deposit. The Company does not believe that this risk is significant. | Cash and cash equivalents |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash represents cash required by a third party lender to be held by the Company as a reserve for debt service. | Restricted Cash 137,501 |
Escrow Deposits Policy [Policy Text Block] | Escrow Deposits Escrow deposits include funds held in escrow to be used for the acquisition of future properties. | Escrow deposits |
Deferred Charges, Policy [Policy Text Block] | Deferred Assets The deferred asset balance of $ 93,646 23,295 70,351 | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company’s operations currently consist of rental revenue earned from three tenants under leasing arrangements which provide for minimum rent, escalations, and charges to the tenant for the real estate taxes and operating expenses. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment. If the Company determines that collectability of rents is not reasonably assured, future revenue recognition is limited to amounts contractually owed and paid, and, when appropriate, an allowance for estimated losses is established. The Company consistently assesses the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease. As of December 31, 2015 and December 31, 2014 no allowance was recorded as it was not deemed necessary. | Revenue recognition The Company maintains an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company’s assessment is based on amounts estimated to be recoverable over the term of the lease. As of August 31, 2014, there was no allowance for doubtful accounts. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting ASC Topic 280, “Segment Reporting,” establishes standards for reporting financial and descriptive information about a public entity's reportable segments. The Company has determined that they have one reportable segment, with activities related to investing in medical properties. The Company evaluates the operating performance of its investments on an individual asset level basis. | Segment reporting |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1-Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2-Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3-Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company considers the carrying values of cash and cash equivalents, escrow deposits, accounts and other receivables, and accounts payable and accrued expenses to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. | Fair value of financial instruments • Level 1 Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company considers the carrying values of cash and cash equivalents, accounts and other receivables, escrow deposits, accounts payable and accrued liabilities to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. |
Related Party Transactions Disclosure [Policy Text Block] | Related Party Disclosures The Company enters into transactions with affiliated entities, or “related parties,” which are recorded net as “Due to Related Parties” in the accompanying Consolidated Balance Sheets. Related party disclosures are governed by ASC Topic 850, “Related Party Disclosures.” Refer to Note 6 “Related Party Transactions” for additional information regarding the Company’s related party transactions. | |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share The Company calculates basic and diluted loss per share using the weighted average common shares outstanding. The Company has no issued and outstanding non-vested shares of common stock and therefore no dilutive effects of non-vested shares and accordingly the Company’s calculation and the resulting amount of basic and diluted loss per share are identical. | |
Reclassification, Policy [Policy Text Block] | Reclassification The Company reclassified $ 197,719 572,400 | |
Deferred Financing Costs [Policy Text Block] | Deferred financing costs 335,986 26,443 309,543 | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued and adopted accounting standards |
Property Portfolio (Tables)
Property Portfolio (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A rollforward of the gross investment in land, building and improvements as of December 31, 2015 is as follows: Land Building & Improvements Gross Investment Balances as of January 1, 2015 $ 572,400 $ 23,801,362 $ 24,373,762 Acquisitions: Tennessee Facilities 2,704,452 17,451,238 20,155,690 West Mifflin Facility 1,287,000 10,321,671 11,608,671 Total Additions: 3,991,452 27,772,909 31,764,361 Balances as of December 31, 2015 $ 4,563,852 $ 51,574,271 $ 56,138,123 |
Notes Payable Related to Acqu20
Notes Payable Related to Acquisitions (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Debt Instrument [Line Items] | ||
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | A detail of the impact of adopting ASU 2015-03 on the Company’s Notes Payable Related to Acquisitions, net of unamortized discount balances, as of December 31, 2015 and December 31, 2014, is as follows December 31, 2015 December 31, 2014 Notes payable related to acquisitions, gross $ 23,788,065 $ 16,760,000 Less: Unamortized debt discount (deferred financing costs) (302,892) (291,691) Notes payable related to acquisitions, net $ 23,485,173 $ 16,468,309 | |
Schedule of Debt [Table Text Block] | A rollforward of the unamortized debt discount balance as of December 31, 2015 is as follows: Balance as of January 1, 2015, net $ 291,691 Additions West Mifflin financing 137,736 Debt discount amortization expense (126,535) Balance as of December 31, 2015, net $ 302,892 A rollforward of the unamortized debt discount balance as of December 31, 2014 is as follows: Balance as of September 1, 2014, net $ 309,543 Additions Asheville financing 21,577 Debt discount amortization expense (39,429) Balance as of December 31, 2014, net $ 291,691 | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled principal payments due on debt as of August 31, 2014, are as follows: Year Ending August 31, 2015 $ 206,655 2016 319,965 2017 14,533,380 Total Payments $ 15,060,000 | |
West Mifflin Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2015, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2018 $ 22,044 2019 136,007 2020 7,219,449 Total $ 7,377,500 | |
Asheville Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2015, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2016 $ 52,719 2017 1,609,382 Total $ 1,662,101 | |
Omaha Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2015, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2016 $ 325,323 2017 14,423,141 Total $ 14,748,464 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Convertible Debt [Table Text Block] | A rollforward of the funding from ZH USA, LLC classified as convertible debenture, due to majority stockholder as of December 31, 2015 is as follows: Balance as of January 1, 2015 $ 5,446,102 Funds advanced for Tennessee Facilities acquisition 20,900,000 Funds advanced for West Mifflin acquisition 4,545,838 Funds advanced for Plano acquisition (closed post 12.31.15; see Note 11) 9,000,000 Fund advanced to be used for future acquisitions 138,194 Total funded during twelve months ended December 31, 2015 34,584,032 Balance as of December 31, 2015 $ 40,030,134 Balance as of September 1, 2014 $ 4,536,102 Proceeds received for convertible debenture 910,000 Balance as of December 31, 2014 $ 5,446,102 |
Schedule of Funding from Majority Stockholder [Table Text Block] | Balance as of January 1, 2015 $ 38,195 Proceeds received from majority stockholder 382,805 Balance as of December 31, 2015 $ 421,000 Balance as of September 1, 2014 $ 38,195 Proceeds received from majority stockholder - Repayments of note payable - Balance as of December 31, 2014 $ 38,195 |
Schedule of Related Party Transactions [Table Text Block] | Due from Due to Due to Advisor Due to Other Total Due (To) Balance as of January 1, 2015 $ 42,915 (270,000) (103,683) - (330,768) Management fees due to Advisor (c) - (360,000) - - (360,000) Funds loaned by Advisor (a) - - (136,597) - (136,597) Funds loaned to Advisor (b) 135,196 - - - 135,196 Funds loaned by Other Related Party (a) - - - (155,000) (155,000) Balance as of December 31, 2015 $ 178,111 (630,000) (240,280) (155,000) (847,169) (a) Total funds loaned to the Company of $ 291,597 (b) Funds loaned were used by the Advisor for the Asheville facility acquisition. (c) This amount represents a cash flow statement operating activity. Due from Due to Due to Advisor Due to Other Total Due (To) Balance as of September 1, 2014 $ - (150,000) (63,000) - (213,000) Management fees due to Advisor - (120,000) - - (120,000) Funds loaned by Advisor - - (40,683) - (40,683) Funds loaned to Advisor 42,915 - - - 42,915 Balance as of December 31, 2014 $ 42,915 (270,000) (103,683) - (330,768) |
Rental Revenue (Tables)
Rental Revenue (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Leases [Abstract] | ||
Schedule of Future Lease Payments Receivables [Table Text Block] | The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to its portfolio of facilities in effect as of December 31, 2015, are as follows for the subsequent years ended December 31; as listed below. 2016 $ 3,945,243 2017 3,790,242 2018 3,800,505 2019 3,864,307 2020 3,929,203 Thereafter 24,659,288 Total $ 43,988,788 | The aggregate annual minimum cash payments to be received on the noncancelable operating lease in effect as of August 31, 2014 are as follows: Year Ending August 31, 2015 $ 1,565,969 2016 1,565,969 2017 1,565,969 2018 1,565,969 2019 1,565,969 Thereafter 4,045,419 Total Payments $ 11,875,264 |
Omaha Land Lease Rent Expense (
Omaha Land Lease Rent Expense (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Leases [Abstract] | ||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The aggregate minimum cash payments to be made by the Company on the non-cancelable Omaha facility related land lease in effect as of December 31, 2015, are as follows for the subsequent years ended December 31; as listed below. 2016 $ 59,877 2017 59,877 2018 63,619 2019 67,362 2020 67,362 Thereafter 973,586 Total $ 1,291,683 | The aggregate minimum cash payments to be paid on the non-cancelable land lease in effect as of August 31, 2014 are as follows: Year Ending August 31, 2015 $ 59,877 2016 59,877 2017 62,996 2018 67,362 2019 67,362 Thereafter 174,018 Total Payments $ 491,492 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the deferred tax assets and liabilities as of December 31, 2015 and December 31, 2014, after applying enacted corporate income tax rates, are as follows: December 31, 2015 December 31, 2014 Deferred income tax asset: Net operating loss carry forward $ 460,000 $ 184,000 Valuation allowance (460,000) (184,000) Net deferred tax asset $ - $ - | Significant components of the deferred tax assets and liabilities as of August 31, 2014, after applying enacted corporate income tax rates, are as follows: August 31, Deferred income tax asset: Net operating loss carry forward 181,970 Valuation allowance (181,970) Net deferred tax assets |
Organization (Details)
Organization (Details) - USD ($) | Nov. 07, 2014 | Mar. 05, 2014 | Dec. 10, 2013 | Sep. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
ZH USA, LLC owns an aggregate of Company's outstanding common stock | 250,000 | 250,000 | 250,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-400 | ||||||
Heng Fai Enterprises, Ltd [Member] | |||||||
Aggregate of Company's outstanding common stock in percentage | 68.70% | 94.10% | |||||
Stock Issued During Period, Shares, New Issues | 30,000 | 6,250 | 13,750 | ||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 55,000 | |||||
Shares Issued, Price Per Share | $ 0.00641 | ||||||
ZH International Holdings Limited [Member] | |||||||
ZH USA, LLC owns an aggregate of Company's outstanding common stock | 248,825 | ||||||
Aggregate of Company's outstanding common stock in percentage | 99.50% |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 | |
Restricted Cash and Cash Equivalents | $ 197,719 | $ 447,627 | $ 137,501 |
Deferred Finance Costs, Gross | 93,646 | 335,986 | |
Deferred Rent Receivables, Net | 23,295 | ||
Deferred Offering Costs | 70,351 | ||
Reclassification From Cash And Cash Equivalents To Restricted Cash | 197,719 | ||
Reclassification From Buildings and Improvements to Land | 572,400 | ||
Depreciation, Total | $ 200,499 | $ 659,671 | 129,081 |
Amortization of Financing Costs | 26,443 | ||
Deferred Finance Costs, Net | $ 309,543 | ||
Building and Building Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 40 years | 40 years | |
Building and Building Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Property Portfolio (Gross Inves
Property Portfolio (Gross Investment) (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |
Balances as of January 1, 2016 | $ 24,373,762 |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 31,764,361 |
Balances as of March 31, 2016 | 56,138,123 |
Tennessee facilities [Member] | |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 20,155,690 |
West Mifflin Facilities [Member] | |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 11,608,671 |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Balances as of January 1, 2016 | 572,400 |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 3,991,452 |
Balances as of March 31, 2016 | 4,563,852 |
Land [Member] | Tennessee facilities [Member] | |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 2,704,452 |
Land [Member] | West Mifflin Facilities [Member] | |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 1,287,000 |
Land, Buildings and Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Balances as of January 1, 2016 | 23,801,362 |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 27,772,909 |
Balances as of March 31, 2016 | 51,574,271 |
Land, Buildings and Improvements [Member] | Tennessee facilities [Member] | |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | 17,451,238 |
Land, Buildings and Improvements [Member] | West Mifflin Facilities [Member] | |
Property Plant And Equipment Additions [Abstract] | |
Acquisitions: | $ 10,321,671 |
Property Portfolio (Details)
Property Portfolio (Details) | Jun. 05, 2014USD ($) | Sep. 25, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)ft² | Sep. 19, 2014USD ($)ft² | Aug. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Property, Plant and Equipment [Line Items] | |||||||
Long-term Debt, Total | $ 15,060,000 | ||||||
Convertible Debt to Majority Stockholder | $ 5,446,102 | $ 40,030,134 | $ 4,536,102 | $ 4,536,102 | |||
Depreciation, Depletion and Amortization, Total | $ 200,499 | $ 659,671 | |||||
Tennessee facilities [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of Real Estate Property | ft² | 52,266 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 20,000,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | $ 20,200,000 | ||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 1.75% | ||||||
Convertible Debt to Majority Stockholder | $ 20,900,000 | ||||||
West Mifflin Facility [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of Real Estate Property | ft² | 27,193 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 11,350,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | 11,600,000 | ||||||
Long-term Debt, Total | $ 7,377,500 | ||||||
Operating Leases of Lessee Base Rate Percentage of Increase | 2.00% | ||||||
Convertible Debt to Majority Stockholder | $ 4,545,838 | ||||||
Asheville facility [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of Real Estate Property | ft² | 8,840 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 2,500,000 | ||||||
Long-term Debt, Total | $ 1,700,000 | ||||||
Omaha facility [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 21,700,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, After Transaction Costs | 21,900,000 | ||||||
Long-term Debt, Total | $ 15,060,000 | ||||||
Lessor Leasing Arrangements, Operating Leases, Renewal Term | 60 years |
Schedule of net of unamortized
Schedule of net of unamortized discount balances (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
Debt Instrument [Line Items] | |||
Notes payable related to acquisitions, gross | $ 23,788,065 | $ 16,760,000 | |
Less: Unamortized debt discount (deferred financing costs) | (302,892) | (291,691) | $ (309,543) |
Notes payable related to acquisitions, net | $ 23,485,173 | $ 16,468,309 | $ 15,060,000 |
Schedule of unamortized debt di
Schedule of unamortized debt discount (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Balance as of January 1, 2016, net | $ 309,543 | $ 291,691 |
Debt discount amortization expense | (39,429) | (126,535) |
Balance as of March 31, 2016, net | 291,691 | 302,892 |
West Mifflin Financing [Member] | ||
Debt Instrument [Line Items] | ||
Additions | $ 137,736 | |
Asheville Financing [Member] | ||
Debt Instrument [Line Items] | ||
Additions | $ 21,577 |
Scheduled Principal Payments Du
Scheduled Principal Payments Due On West Mifflin Note Payable (Details) - USD ($) | Dec. 31, 2015 | Sep. 25, 2015 | Aug. 31, 2014 |
Debt Instrument [Line Items] | |||
2,018 | $ 14,533,380 | ||
Total | $ 15,060,000 | ||
West Mifflin Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
2,018 | $ 22,044 | ||
2,019 | 136,007 | ||
2,020 | 7,219,449 | ||
Total | $ 7,377,500 | $ 7,377,500 |
Scheduled Principal Payments 32
Scheduled Principal Payments Due On Asheville Note Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 15, 2014 | Aug. 31, 2014 |
Debt Instrument [Line Items] | ||||
2,016 | $ 206,655 | |||
2,017 | 319,965 | |||
Total | $ 15,060,000 | |||
Asheville Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | $ 52,719 | |||
2,017 | 1,609,382 | |||
Total | $ 1,662,101 | $ 1,700,000 | $ 1,700,000 |
Scheduled Principal Payments 33
Scheduled Principal Payments Due On Omaha Note Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Jun. 05, 2014 |
Debt Instrument [Line Items] | ||||
2,016 | $ 206,655 | |||
2,017 | 319,965 | |||
Total | $ 15,060,000 | |||
Omaha Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | $ 325,323 | |||
2,017 | 14,423,141 | |||
Total | $ 14,748,464 | $ 15,060,000 | $ 15,060,000 |
Notes Payable Related to Acqu34
Notes Payable Related to Acquisitions (Details) - USD ($) | Jun. 05, 2014 | Sep. 25, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Sep. 15, 2014 |
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 15,060,000 | ||||||
Debt Instrument, Covenant Description | (i) maintain a fixed charge coverage ratio (defined as the ratio of EBITDA to 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. | ||||||
Interest Expense, Debt | $ 91,468 | ||||||
Debt Instrument, Unused Borrowing Capacity, Fee | $ 150,600 | ||||||
Debt Instrument Unused Borrowing Capacity Fee Percentage | 5.00% | ||||||
Debt Instruments Customary Events Of Defaults Description | 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. | ||||||
Deferred Finance Costs, Gross | $ 93,646 | $ 335,986 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | ||||||
Lender [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 15,060,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||
Debt Instrument, Maturity Date | Jun. 5, 2017 | ||||||
Debt Instrument, early termination fee amount | $ 301,200 | ||||||
Debt Instrument, Fee Amount | 301,200 | ||||||
West Mifflin Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 7,377,500 | 7,377,500 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.72% | ||||||
Debt Instrument, Maturity Date | Sep. 25, 2020 | ||||||
Interest Expense, Debt | 51,078 | ||||||
Asheville Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 1,700,000 | 1,662,101 | $ 1,700,000 | $ 1,700,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | ||||||
Interest Expense, Debt | 20,188 | 81,160 | |||||
Debt Instrument, Periodic Payment, Principal | 37,899 | ||||||
Omaha Note Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Total | $ 15,060,000 | $ 15,060,000 | 14,748,464 | 15,060,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.91% | ||||||
Debt Instrument, Maturity Date | Jun. 5, 2017 | ||||||
Interest Expense, Debt | 679,987 | $ 252,644 | |||||
Debt Instrument, Periodic Payment, Principal | 311,536 | ||||||
Debt Instrument, early termination fee amount | 301,200 | ||||||
Debt Instrument, Fee Amount | $ 301,200 |
Contractual Obligation Fiscal Y
Contractual Obligation Fiscal Year Maturity (Details) | Aug. 31, 2014USD ($) |
2,015 | $ 206,655 |
2,016 | 319,965 |
2,017 | 14,533,380 |
Total Payments | $ 15,060,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 02, 2016 | Nov. 07, 2014 | Mar. 05, 2014 | Dec. 10, 2013 | Aug. 19, 2014 | Jul. 17, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares, Outstanding | 250,000 | 250,000 | 250,000 | |||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.0852 | $ 0.0852 | ||||||||
Dividends, Common Stock, Total | $ 85,200 | $ 255,600 | $ 42,620 | |||||||
Company Has Paid A Monthly Dividend Per Month | $ 21,300 | $ 21,300 | ||||||||
Company Has Paid A Monthly Dividend Per Share | $ 0.0852 | $ 0.0852 | ||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-400 | |||||||||
ZH USA, LLC [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 2,932,040 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 230,000 | |||||||||
ZH USA, LLC [Member] | Subsequent Event [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 15,000,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,176,656 | |||||||||
Heng Fai Enterprises, Ltd [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 30,000 | 6,250 | 13,750 | |||||||
Equity Method Investment, Ownership Percentage | 68.70% | 94.10% | ||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 55,000 | ||||||||
Shares Issued, Price Per Share | $ 0.00641 |
Convertible Debenture, due to M
Convertible Debenture, due to Majority Stockholder (Details) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Balance as of January 1, 2015 | $ 4,536,102 | $ 5,446,102 | $ 4,536,102 | |
Proceeds From Convertible Debt | 910,000 | 34,584,032 | 910,000 | $ 7,468,142 |
Balance as of December 31, 2015 | $ 5,446,102 | 40,030,134 | $ 5,446,102 | $ 4,536,102 |
Tennessee Facilities Acquisition [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds From Convertible Debt | 20,900,000 | |||
West Mifflin Acquisition [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds From Convertible Debt | 4,545,838 | |||
Plano Acquisition [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds From Convertible Debt | 9,000,000 | |||
Future Acquisitions [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds From Convertible Debt | $ 138,194 |
Note Payable to Majority Stockh
Note Payable to Majority Stockholder (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Balance as of January 1, 2015 | $ 38,195 | $ 38,195 | |
Proceeds received from majority stockholder | 0 | 382,805 | $ 345,053 |
Repayments of note payable | 0 | 306,858 | |
Balance as of December 31, 2015 | $ 38,195 | $ 421,000 | $ 38,195 |
Due to Related Parties, Net (De
Due to Related Parties, Net (Details) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | |||
Related Party Transaction [Line Items] | ||||
Beginning Balance | $ (213,000) | $ (330,768) | ||
Management fees due to Advisor | (120,000) | (360,000) | [1] | |
Funds loaned by Advisor | (40,683) | (136,597) | [2] | |
Funds loaned to Advisor | 42,915 | 135,196 | [3] | |
Funds loaned by Other Related Party | [2] | (155,000) | ||
Ending Balance | (330,768) | (847,169) | ||
Due From Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Beginning Balance | 0 | 42,915 | ||
Management fees due to Advisor | 0 | 0 | [1] | |
Funds loaned by Advisor | 0 | 0 | [2] | |
Funds loaned to Advisor | 42,915 | 135,196 | [3] | |
Funds loaned by Other Related Party | [2] | 0 | ||
Ending Balance | 42,915 | 178,111 | ||
Due To Advisor Mgmt Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Beginning Balance | (150,000) | (270,000) | ||
Management fees due to Advisor | (120,000) | (360,000) | [1] | |
Funds loaned by Advisor | 0 | 0 | [2] | |
Funds loaned to Advisor | 0 | 0 | [3] | |
Funds loaned by Other Related Party | [2] | 0 | ||
Ending Balance | (270,000) | (630,000) | ||
Due To Advisor Other Funds [Member] | ||||
Related Party Transaction [Line Items] | ||||
Beginning Balance | (63,000) | (103,683) | ||
Management fees due to Advisor | 0 | 0 | [1] | |
Funds loaned by Advisor | (40,683) | (136,597) | [2] | |
Funds loaned to Advisor | 0 | 0 | [3] | |
Funds loaned by Other Related Party | [2] | 0 | ||
Ending Balance | (103,683) | (240,280) | ||
Due to from Other Related party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Beginning Balance | 0 | 0 | ||
Management fees due to Advisor | 0 | 0 | [1] | |
Funds loaned by Advisor | 0 | 0 | [2] | |
Funds loaned to Advisor | 0 | 0 | [3] | |
Funds loaned by Other Related Party | [2] | (155,000) | ||
Ending Balance | $ 0 | $ (155,000) | ||
[1] | This amount represents a cash flow statement operating activity. | |||
[2] | Total funds loaned to the Company of $291,597 were primarily used by the Company for general corporate purposes. | |||
[3] | Funds loaned were used by the Advisor for the Asheville facility acquisition. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 10, 2014 | Jul. 01, 2014 | Jul. 17, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | |||||||
Property Management Fee, Percent Fee | 2.00% | ||||||
Management Fee Payable | $ 30,000 | ||||||
Management Fee Expense | $ 120,000 | $ 360,000 | $ 150,000 | ||||
Due to Related Parties | 330,768 | 847,169 | 213,000 | ||||
Proceeds from Related Party Debt | 40,683 | 291,597 | 62,620 | ||||
Debt Instrument Conversion Factor | 12,748 | ||||||
Convertible Debt | 5,446,102 | 40,030,134 | 4,536,102 | $ 4,536,102 | |||
Interest Expense, Debt | 91,468 | ||||||
Repayments of Related Party Debt | 306,858 | ||||||
Due to Officers or Stockholders | 38,195 | 421,000 | 38,195 | $ 38,195 | |||
Proceeds from Notes Payable | 0 | 382,805 | 345,053 | ||||
Inter-American Management, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Property Management Fee, Percent Fee | 2.00% | ||||||
Management Fee Payable | $ 30,000 | ||||||
Management Fee Expense | 360,000 | ||||||
Due to Related Parties | 213,000 | ||||||
Payment for Management Fee | 48,400 | 434,200 | |||||
Tennessee facilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for Management Fee | 120,000 | 400,000 | |||||
West Mifflin Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for Management Fee | 227,000 | ||||||
Heng Fai Enterprises, Ltd [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Debt Conversion, Original Debt, Amount | $ 2,932,040 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 230,000 | ||||||
Proceeds from Related Party Debt | $ 7,468,142 | ||||||
Debt Instrument, Maturity Date | Jun. 30, 2015 | ||||||
Convertible Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest and Debt Expense, Total | $ 142,436 | $ 581,342 | |||||
ZH USA, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Debt Instrument Convertible, Base for Conversion | $ 12.748 | ||||||
Debt Conversion, Original Debt, Amount | $ 2,932,040 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 230,000 |
Schedule of Future Lease Paymen
Schedule of Future Lease Payments Receivables (Details) - USD ($) | Dec. 31, 2015 | Aug. 31, 2014 |
Operating Leases, Future Minimum Payments Receivable, Current | $ 3,945,243 | $ 1,565,969 |
Operating Leases, Future Minimum Payments Receivable, in Two Years | 3,790,242 | 1,565,969 |
Operating Leases, Future Minimum Payments Receivable, in Three Years | 3,800,505 | 1,565,969 |
Operating Leases, Future Minimum Payments Receivable, in Four Years | 3,864,307 | 1,565,969 |
Operating Leases, Future Minimum Payments Receivable, in Five Years | 3,929,203 | 1,565,969 |
Operating Leases, Future Minimum Payments Receivable, Thereafter | 24,659,288 | 4,045,419 |
Total | $ 43,988,788 | $ 11,875,264 |
Rental Revenue (Details)
Rental Revenue (Details) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Aug. 31, 2014USD ($) | |
Lease Expiration Term | 2,023 | ||
Number Of Facilities | 123 | ||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 60 years | 60 years | |
Number of States in which Entity Operates | 28 | ||
Operating Leases, Income Statement, Lease Revenue, Total | $ 596,585 | $ 2,049,196 | $ 379,678 |
Specialty Hospital Segment [Member] | |||
Concentration Risk, Percentage | 74.00% | ||
Operating Leases, Income Statement, Lease Revenue, Total | $ 2,975,600,000 | ||
Outpatient Rehabilitation Segment [Member] | |||
Concentration Risk, Percentage | 26.00% | ||
Tenant One [Member] | |||
Concentration Risk, Percentage | 100.00% | ||
Omaha facility [Member] | |||
Number Of Facilities | 108 | ||
Omaha facility [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk, Percentage | 90.00% | 80.00% | |
Asheville facility [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk, Percentage | 10.00% | ||
West Mifflin And Asheville Facilities [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk, Percentage | 10.00% |
Schedule Of Future Minimum Rent
Schedule Of Future Minimum Rental Payments (Details) - USD ($) | Dec. 31, 2015 | Aug. 31, 2014 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 59,877 | $ 59,877 |
Operating Leases, Future Minimum Payments, Due in Two Years | 59,877 | 59,877 |
Operating Leases, Future Minimum Payments, Due in Three Years | 63,619 | 62,996 |
Operating Leases, Future Minimum Payments, Due in Four Years | 67,362 | 67,362 |
Operating Leases, Future Minimum Payments, Due in Five Years | 67,362 | 67,362 |
Operating Leases, Future Minimum Payments, Due Thereafter | 973,586 | 174,018 |
Total | $ 1,291,683 | $ 491,492 |
Omaha Land Lease Rent Expense44
Omaha Land Lease Rent Expense (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Aug. 31, 2014 | |
Lease Expiration Periods | 2,033 | 2,023 | |
Percentage of annual lease rent | 12.50% | 12.50% | |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 60 years | 60 years | |
Operating Leases, Rent Expense, Net, Total | $ 44,908 | $ 79,892 |
Schedule of deferred tax assets
Schedule of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
Deferred income tax asset: | |||
Net operating loss carry forward | $ 460,000 | $ 184,000 | $ 181,970 |
Valuation allowance | (460,000) | (184,000) | (181,970) |
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Aug. 31, 2014 | |
Percentage of Taxable Income to Distribute for Stockholders for Entity to Qualify as REIT | 90.00% | 90.00% |
Operating Loss Carryforwards | $ 1,352,000 | $ 535,000 |
Operating loss Carryforwards Expiration year | 2,028 | 2,028 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 02, 2016USD ($)shares | Nov. 07, 2014$ / sharesshares | Mar. 31, 2016USD ($)ft²a$ / shares | Feb. 29, 2016USD ($)$ / shares | Jan. 31, 2016USD ($)$ / shares | Jan. 28, 2016USD ($)ft² | Sep. 30, 2014$ / shares | Jul. 17, 2014USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2014USD ($)$ / sharesshares | Sep. 19, 2014USD ($)ft² | Dec. 31, 2013USD ($) |
Subsequent Event [Line Items] | |||||||||||||
Long-term Debt, Total | $ 15,060,000 | ||||||||||||
Debt Instrument, Covenant Description | (i) maintain a fixed charge coverage ratio (defined as the ratio of EBITDA to 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. | ||||||||||||
Proceeds from Related Party Debt | $ 40,683 | $ 291,597 | $ 62,620 | ||||||||||
Due to Officers or Stockholders | $ 38,195 | $ 421,000 | $ 38,195 | $ 38,195 | |||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.0852 | ||||||||||||
Compensation Arrangement, Base Management Fee Percentage to Net Asset Value | 2.00% | ||||||||||||
Compensation Arrangement, Base Management Fee | $ 30,000 | ||||||||||||
Compensation Arrangement, Acquisition Fee Percentage | 2.00% | ||||||||||||
Compensation Arrangement, Incentive Fee Description | difference between (1) the product of (a) 20% and (b) the difference between (i) Core Earnings (as defined below) for the previous four fiscal quarters, and (ii) the product of (A) the weighted-average offering price per share of common stock of all of the Companys offerings of common stock (other than offerings of common stock to the Company or its Affiliates that are not part of a broader offering of common stock to third party investors) (where each such offering is weighted by both the number of shares issued in such offering and the number of days that such issued shares were outstanding during such four fiscal quarter period) multiplied by the average number of common stock outstanding in the previous four fiscal quarters, and (B) 8%, and (2) the sum of any Incentive Compensation paid to the Manager with respect to the first three fiscal quarters of such previous four fiscal quarter period; provided, however, that no Incentive Compensation shall be payable with respect to any fiscal quarter unless cumulative Core Earnings for the 12 most-recently completed fiscal quarters (or part thereof prior to the completion of 12 fiscal quarters following the Closing Date) is greater than zero. | ||||||||||||
Management Arrangement, Termination Rights Description | The Management Agreement can be terminated if the Company fails to exceed (A) 75% (seventy-five percent) of the FTSE NAREIT Equity Health Care (as defined below) total performance and dividend performance over the three year period previous to termination (the Manager shall have the right to forgo or defer any fees due to it in order to achieve the 75% benchmark); and (B) 75% (seventy-five percent) of the FTSE NAREIT Equity Health Care (as defined below) total performance and dividend performance over the one year period previous to termination (the Manager shall have the right to forgo or defer any Fees due to it in order to achieve the 75% benchmark); and (C) 75% (seventy-five percent) of the Standard and Poors 500 Index total performance and dividend performance over the three year period previous to termination (the Manager shall have the right to forgo or defer any Fees due to it in order to achieve the 75% benchmark); and (D) 75% (seventy-five percent) of the Standard and Poors 500 Index total performance and dividend performance over the one year period previous to termination (the Manager shall have the right to forgo or defer any Fees due to it in order to achieve the 75% benchmark); and (E) total performance is defined as share price appreciation plus dividends paid to the stockholder expressed as an annualized percentage of all index constituents weighted in the same ratio as they are weighed by the index; and (F) dividend performance is defined as dividends paid to the stockholder expressed as an annualized percentage of all index constituents weighted in the same ratio as they are weighed by the index. | ||||||||||||
Management Agreement, Percentage of Return on Capital | 5.00% | ||||||||||||
Management Agreement, Termination Fee Description | In the event of a default, the Company is obligated to pay the Manager a termination fee (the Termination Fee) equal to the greater of (a) three (3) times the average annual Base Management Fee and the average annual Incentive Compensation (in either case paid or payable) to the Manager with respect to the previous eight fiscal quarters ending on the last day of the Final Quarter; and (b) the greater of: (i) 10% (ten percent) of the FFO growth (as defined below) from October 1, 2013 to the date of the termination; or (ii) 10% (ten percent) of capital gains of the Company measured from the period October 1, 2013 to the date of termination. A mutually agreed upon third party shall conduct an appraisal of the Companys assets. FFO means the Companys net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-400 | ||||||||||||
ZH USA, LLC [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||
Debt Instrument Convertible, Base for Conversion | $ 12.748 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,932,040 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 230,000 | ||||||||||||
Plano Facility [Member] | Unsecured Convertible Debentures [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Long-term Debt, Total | 9,025,000 | ||||||||||||
Proceeds from Related Party Debt | 9,369,310 | ||||||||||||
Escrow Deposit | 344,310 | ||||||||||||
Due to Officers or Stockholders | 9,369,310 | ||||||||||||
Debt Instrument Convertible, Base for Conversion | $ 12.748 | ||||||||||||
Asheville facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Area of Real Estate Property | ft² | 8,840 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 2,500,000 | ||||||||||||
Long-term Debt, Total | $ 1,700,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.0852 | $ 0.0852 | $ 0.0852 | ||||||||||
Dividends Payable | $ 21,300 | $ 21,300 | $ 21,300 | ||||||||||
Subsequent Event [Member] | ZH International Holdings Limited [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | ||||||||||||
Subsequent Event [Member] | ZH USA, LLC [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 15,000,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,176,656 | ||||||||||||
Subsequent Event [Member] | Cantor Loan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Long-term Debt, Total | $ 32,097,400 | ||||||||||||
Debt Instrument, Maturity Date | Apr. 6, 2026 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.22% | ||||||||||||
Debt Instrument, Description | Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) 2 years after the loan is placed in a securitized mortgage pool, or (ii) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. | ||||||||||||
Debt Instrument, Covenant Description | maintain monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate | ||||||||||||
Subsequent Event [Member] | Plano Facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Area of Real Estate Property | ft² | 24,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 17,500,000 | ||||||||||||
Payments to Develop Real Estate Assets | 500,000 | ||||||||||||
Payments for Tenant Improvements | $ 2,750,000 | ||||||||||||
Real Estate Property Development Area | ft² | 6,400 | ||||||||||||
Subsequent Event [Member] | Plano Facility [Member] | Promissory Note and Deed of Trust [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2021 | ||||||||||||
Debt Instrument, Face Amount | $ 9,223,500 | ||||||||||||
Debt Instrument Non Refundable Deposits | $ 50,000 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 4.00% | ||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||
Debt Instrument, Fee Amount | $ 46,117 | ||||||||||||
Subsequent Event [Member] | Melbourne Facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Area of Real Estate Property | ft² | 78,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 15,450,000 | ||||||||||||
Area of Land | a | 1.9 | ||||||||||||
Subsequent Event [Member] | Michigan Facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Area of Real Estate Property | a | 1.3 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 4,750,000 | ||||||||||||
Net Rentable Area | ft² | 15,018 |