Document_and_Entity_Informatio
Document and Entity Information (USD $) | 10 Months Ended | ||
Dec. 31, 2013 | Apr. 30, 2014 | Jun. 30, 2013 | |
Document and Entity Information: | ' | ' | ' |
Entity Registrant Name | 'GLOBAL HEALTHCARE REIT, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0000727346 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 19,867,668 | ' |
Entity Public Float | ' | ' | $3,744,593 |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Voluntary Filers | 'Yes | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Information, Former Legal or Registered Name | 'Global Casinos, Inc. | ' | ' |
CONSOLIDATED_BALANCE_SHEET
CONSOLIDATED BALANCE SHEET (USD $) | Dec. 31, 2013 | |
Property and equipment: | ' | |
Land | $160,000 | |
Land Improvements | 200,000 | |
Building and improvements | 7,550,200 | |
Furniture, Fixtures and Equipment | 469,900 | |
Total land, building and improvements, and equipment | 8,380,100 | |
Accumulated depreciation | -291,500 | |
Property and equipment, net | 8,088,600 | |
Other Assets | ' | |
Cash and cash equivalents | 1,180,192 | |
Advances Due From Related Parties | 485,300 | |
Restricted Cash | 307,638 | |
Note receivable - Related Party, net of discount | 600,148 | |
Prepaid expenses, Deferred Loan Costs, and other current assets | 139,673 | |
Goodwill | 1,750,454 | |
Total other assets | 4,463,405 | |
Total assets | 12,552,005 | |
Liabilities: | ' | |
Convertible Notes Payable, Net | 63,258 | |
Notes Payable | 7,269,498 | |
Accounts Payable and Accrued Liabilities | 295,432 | |
Advances due to Related Parties | 7,345 | |
Lease Security Deposit | 25,000 | |
Total liabilities | 7,660,533 | |
Commitments and contingencies | ' | |
Equity: | ' | |
Common stock | 727,807 | [1] |
Common stock subscribed but not issued | 106,500 | |
Additional paid-in capital | 3,768,764 | |
Accumulated deficit | -687,057 | |
Total Global Healthcare REIT, Inc. Stockholders' Equity | 5,017,014 | |
Non-Controlling Interests | -125,542 | |
Total Equity | 4,891,472 | |
Total liabilities and stockholders' equity | 12,552,005 | |
Series A - No Dividends, Non-voting | ' | |
Equity: | ' | |
Preferred Stock | 401,000 | [2] |
Series D - 8% Cumulative, Convertible, Non-voting | ' | |
Equity: | ' | |
Preferred Stock | $700,000 | [3] |
[1] | Common Stock - $0.05 Par Value; 50,000,000 Shares Authorized; 14,556,115 Shares Issued and Outstanding. | |
[2] | Series A - No Dividends, $2.00 Stated Value, Non-Voting, 2,000,000 Shares Authorized, 200,500 Shares Issued and Outstanding | |
[3] | Series D - 8% Cumulative, Convertible, $1.00 Stated Value, Non-Voting, 1,000,000 Shares Authorized, 700,000 Shares Issued and Outstanding |
CONSOLIDATED_BALANCE_SHEET_PAR
CONSOLIDATED BALANCE SHEET - PARENTHETICAL (USD $) | Dec. 31, 2013 |
Preferred Stock, Shares Authorized | 10,000,000 |
Common Stock, Par Value | $0.05 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares Issued | 14,556,115 |
Common Stock, Shares Outstanding | 14,556,115 |
Series A - No Dividends, Non-voting | ' |
Preferred Stock, Shares Authorized | 2,000,000 |
Preferred Stock, Shares Issued | 200,500 |
Preferred Stock, Shares Outstanding | 200,500 |
Preferred Stock, Par Value | $2 |
Series D - 8% Cumulative, Convertible, Non-voting | ' |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 700,000 |
Preferred Stock, Shares Outstanding | 700,000 |
Preferred Stock, Par Value | $1 |
CONSOLIDATED_STATEMENT_OF_OPER
CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
CONSOLIDATED STATEMENT OF OPERATIONS | ' |
Rental Revenue | $443,333 |
Expenses: | ' |
Operating, general, and administrative | 330,747 |
Acquisition Costs | 173,743 |
Bad Debt Expense | 108,182 |
Depreciation | 153,847 |
Total Expenses | 766,519 |
Income (loss) from operations | -323,186 |
Interest | 423,302 |
Net Income (Loss) | -746,488 |
Net Income (Loss) Attributable to Non-Controlling Interests | 102,403 |
Net Income (Loss) Attributable to Global Healthcare REIT, Inc. | -644,085 |
Series D Preferred Dividends | -60,089 |
Net Income (Loss) attributable to common shareholders | ($704,174) |
Net earnings (loss) per common share attributable to common shareholders, Basic and diluted | ($0.09) |
Weighted average number of common shares outstanding , Basic and diluted | 8,240,492 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Series A Preferred Stock | Series D Preferred Stock | Common Stock | Common Stock, Subscriptions Receivable | Additional Paid-In Capital | Common Stock Subscribed but Not Issued | Accumulated Earnings (Deficit) | Global Healthcare REIT, Inc. Stockholders' Equity | Non-controlling Interests | Total |
Balance, Value at Mar. 12, 2013 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Balance, Shares at Mar. 12, 2013 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Acquisition of Controlling Interest in Dodge NH, LLC | ' | ' | ' | ' | ' | ' | -42,972 | -42,972 | -23,139 | -66,111 |
Issuance of Common Stock for Subscriptions Receivable, Value | ' | ' | 100 | -100 | ' | ' | ' | 100 | ' | 100 |
Issuance of Common Stock for Subscriptions Receivable, Shares | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Effect of Reverse Acquisition, Value | 401,000 | 700,000 | 518,179 | 100 | 1,168,417 | ' | ' | 2,787,596 | ' | 2,787,596 |
Effect of Reverse Acquisition, Shares | 200,500 | 700,000 | 10,364,553 | ' | ' | ' | ' | ' | ' | ' |
Common Stock Sold in Private Placement, Net of Offering Costs, Value | ' | ' | 178,171 | ' | 2,221,379 | 106,500 | ' | 2,506,050 | ' | 2,506,050 |
Common Stock Sold in Private Placement, Net of Offering Costs, Shares | ' | ' | 3,563,411 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Notes Payable and Accrued Interest into Common Stock in Private Placement, Value | ' | ' | 31,358 | ' | 439,056 | ' | ' | 470,414 | ' | 470,414 |
Conversion of Notes Payable and Accrued Interest into Common Stock in Private Placement, Shares | ' | ' | 627,151 | ' | ' | ' | ' | ' | ' | ' |
Series D Preferred Dividends | ' | ' | ' | ' | -60,089 | ' | ' | -60,089 | ' | -60,089 |
Net Income (Loss) | ' | ' | ' | ' | ' | ' | -644,085 | -644,085 | -102,403 | -746,488 |
Balance, Value at Dec. 31, 2013 | $401,000 | $700,000 | $727,808 | ' | $3,768,763 | $106,500 | ($687,057) | $5,017,014 | ($125,542) | $4,891,472 |
Balance, Shares at Dec. 31, 2013 | 200,500 | 700,000 | 14,556,115 | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' |
Net Income (Loss) | ($746,488) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ' |
Depreciation | 153,847 |
Amortization and Accretion | 48,384 |
Bad Debt Expense | 108,182 |
Increase in Straight Line Rent Adjustment | -13,000 |
Changes in operating assets and liabilities | ' |
Change in Restricted Cash | -107,638 |
Change in Accounts payable and accrued liabilities | 258,766 |
Change in Deferred Revenue | -22,500 |
Net cash provided by (used in) operating activities | -320,447 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' |
Acquisition of Dodge NH, LLC - Controlling Interest, Net of Cash Acquired in Reverse Acquisition | 265,968 |
Acquisition of Property and equipment | -3,500,000 |
Net cash used in investing activities | -3,234,032 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' |
Payments on Notes Payable | -441,714 |
Proceeds from Notes Payable | 2,720,000 |
Deferred Loan Costs | -30,799 |
Net Advances due from / to Related Parties | -4,555 |
Proceeds from Issuance of Common Stock and Stock Applications | 2,778,901 |
Offering Costs | -272,851 |
Dividends paid on preferred stock | -14,311 |
Net cash (used in) provided by financing activities | 4,734,671 |
Net (decrease) increase in cash | 1,180,192 |
Cash at beginning of period | 0 |
Cash at end of period | 1,180,192 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' |
Cash paid for interest | $367,513 |
1_Organization_and_Summary_of_
1. Organization and Summary of Significant Accounting Policies | 10 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
1. Organization and Summary of Significant Accounting Policies | ' | ||
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
This summary of significant accounting policies of Global Healthcare REIT, Inc. (the Company or Global), formerly known as Global Casinos, Inc., is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and related notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted US accounting principles (US GAAP) and have been consistently applied in the preparation of the consolidated financial statements. | |||
Organization and Consolidation | |||
The Company was organized with the intent of operating as a real estate investment trust (REIT) for the purpose of investing in real estate and other assets related to the healthcare industry. Prior to an acquisition on September 30, 2013, Global Casinos, Inc. operated two gaming casinos which were split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West Paces Ferry Healthcare REIT, Inc. (WPF). | |||
The Company intends to make an election as a REIT under sections 856 through 859 of the Internal Revenue Code of 1986, as amended. Such election will be made by the Board of Directors as such time as the Board determines that such election is appropriate. Such election will not be made in the Company’s tax return for the 2013 fiscal year. | |||
The acquisition of WPF is accounted for as a reverse acquisition, as a result of which the Company automatically adopted the historical fiscal year end of WPF of December 31. | |||
The Company receives the services of consultants and affiliates for which they are not compensated either through cash or equity, and such costs are not currently recorded in the financial statements but are necessary for the operation of the business. | |||
Acquisition of West Paces Ferry Healthcare REIT, Inc. (WPF) | |||
On September 30, 2013, Global acquired all of the outstanding common stock of WPF for consideration of $100. WPF owns a 65% membership interest in Dodge NH, LLC, which owns a skilled nursing facility located in Eastman, Georgia. Upon acquisition of WPF, a new board of directors and executive officers were installed who have the ability to exercise control over the combined entity. WPF’s total assets and revenues are the largest of each of the combined entities. U. S. generally accepted accounting principles require that a company whose board of directors and management are able to control the combined entity and the entity which has the larger assets and revenues be treated as the acquirer for financial reporting purposes. The acquisition was accounted for as a reverse acquisition whereby WPF was deemed to be the accounting acquirer. The results of operations of Global have been included in the consolidated financial statements since the date of the reverse acquisition. The historical financial statements of WPF are presented as the historical consolidated financial statements of the Company. | |||
Acquisition of Dodge NH, LLC | |||
WPF acquired a 65% controlling interest in Dodge NH, LLC (Dodge), on March 15, 2013, from Georgia Healthcare REIT, Inc. (Ga. REIT). Ga. REIT is related to WPF through common ownership and control. Dodge was formed for the purpose of acquiring Middle Georgia Nursing Home, a 100 bed nursing home located in Eastman, Georgia. The nursing home acquisition was completed by Dodge effective July 1, 2012. From inception, Dodge has leased the facility to an unrelated third party nursing home operator described more fully in Note 12. The remaining 35% of Dodge is owned by Dodge Investors, LLC (Dodge Investors). Dodge Investors loaned funds totaling $1,100,000 to Dodge that were used in conjunction with a loan from Colony Bank (Note 7) to acquire the facility on July 1, 2012. Dodge Investors represents a portion of the “non-controlling” interest in these consolidated financial statements. | |||
Basis of Presentation | |||
The Company’s consolidated financial statements include its accounts and the accounts of its subsidiaries over which it has control. Third party equity interests in subsidiaries are recognized as non-controlling interests in the consolidated financial statements. All significant inter-company balances and transactions have been eliminated in consolidation. | |||
The Company’s consolidated financial statements include the accounts of its consolidated subsidiaries when the Company is the primary beneficiary for entities deemed to be variable interest entities (“VIEs”) through which the Company has a controlling interest. Interests in entities acquired are evaluated based on US GAAP, which requires the consolidation of VIEs in which the Company is deemed to have the controlling financial interest. The Company has the controlling financial interest if the Company has the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or receive benefits from the VIE that could be significant to the Company. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which the Company has control and/or substantive participating rights under the respective ownership agreement. The Company did not have a VIE interest as of December 31, 2013. | |||
There are judgments and estimates involved in determining if an entity in which the Company has an investment is a VIE. The entity is evaluated to determine if it is a VIE by, among other things, determining of the equity investors as a group have a controlling financial interest in the entity and if the entity has sufficient equity at risk to finance its activities without additional subordinated financial support. | |||
Use of Estimates and Assumptions | |||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates included herein relate to the recoverability of assets and the value of long-lived assets. Actual results may differ from estimates. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||
Restricted Cash | |||
Funds accumulated in restricted cash of $201,138 at December 31, 2013, and are restricted for uses described more fully in Note 7. Restricted cash also includes $106,500 held in escrow for common stock subscribed but not issued. | |||
Concentration of Credit Risk | |||
The Company maintains deposits in financial institutions that at times exceed the insured amount of $250,000 provided by the US Federal Deposit Insurance Corporation (FDIC). The excess amounts at December 31, 2013 are $908,281. | |||
Property and Equipment | |||
In accordance with purchase accounting guidance established for entities under common control, the original property and equipment owned by our acquired properties are stated at its carrying value on the date of acquisition. Property and equipment acquired from third parties are recorded at their estimated fair value. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques. Any subsequent betterments and improvements will also be stated at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Upon sale, retirement or other disposition of an asset, the cost and accumulated depreciation are removed and any gain or loss on the disposition is included in income. Estimated useful lives of the assets are summarized as follows: | |||
Land Improvements | 15 years | ||
Building and Improvements | 30 years | ||
Furniture, Fixtures and Equipment | 10 years | ||
Impairment of Long Lived Assets | |||
When circumstances indicate the carrying value of property and equipment may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques. | |||
Advances Due To and From Related Parties | |||
The Company will periodically advance cash to and from various related parties as a part of the normal course of business. The Company plans to monitor these advances on a continual basis, evaluating the creditworthiness of the related party and its ability to repay the advance, generally using the strength and projected cash flows of the underlying related party operations as a basis for extending credit. The Company records allowances for collection against the advances or writes off the account directly, when indisputable factors are present that indicate the related party will not be able to repay the advance. | |||
Note Receivable – Related Party | |||
The Company evaluates its note receivable for impairment when it is probable the payment of interest and principal will not be made in accordance with the contractual terms of the note receivable agreement. Once a note has been determined to be impaired, it is measured to establish the amount of the impairment, if any, based on the fair value, as determined by the present value of expected future cash flows discounted at the note’s effective interest rate. If the measure of the impaired note receivable is less than the recorded investment in the note, a valuation allowance is recognized. | |||
Deferred Loan Costs | |||
Deferred loan costs are amortized over the life of the loan using the straight line method which approximates the effective interest method. Amortization expense for the period from March 13, 2013 to December 31, 2013 totaled $33,710. Accumulated amortization totaled $63,874 as of December 31, 2013. Amortization of this intangible asset is expected to total approximately $42,600, per year through the maturity date of the Colony Bank loan. | |||
Deferred Lease Incentive | |||
Dodge provided the lessee with an incentive to execute the lease on July 1, 2012, valued at $20,000. This amount has been capitalized and is being amortized over the life of the lease. Amortization of this intangible asset is expected to total approximately $4,000, per year through the initial term of the lease. | |||
Goodwill | |||
Goodwill represents the excess of the Company’s purchase price over the fair values of the respective identifiable assets acquired and liabilities assumed in business combinations. Goodwill resulting from acquisitions is not amortized, but is tested for impairment annually or whenever events change and circumstances indicate that it is more likely than not that an impairment loss has occurred using specific methods described in US GAAP. As allowed by US GAAP, management initially performs a qualitative analysis of goodwill using qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount including goodwill. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events. If after assessing the totality of events or circumstances, the Company determines through the qualitative assessment that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary, and performing the two-step impairment test outlined in US GAAP is not required. During 2013, the Company performed the annual qualitative assessment of its goodwill and determined that no impairment was required as of December 31, 2013. | |||
Revenue Recognition | |||
The Dodge lease is subject to annual escalations of the minimum monthly rent required under the lease. The accompanying consolidated financial statements reflect rental revenue on a straight-line basis over the term of the lease. Cumulative adjustments associated with the straight-line rent requirement are reflected as other assets and totaled $30,000 as of December 31, 2013. Adjustments to reflect rental revenue on a straight line basis totaled $13,000 for the period from March 13, 2013 through December 31, 2013. | |||
Income Taxes | |||
To qualify as a REIT, the Company must meet a number of organizational and operational requirements including a requirement that it distribute at least 90% of its taxable income to its stockholders. As a REIT, the Company generally will not be subject to corporate level federal income tax on net income it distributes currently to its stockholders. The Company intends to qualify as a REIT beginning in 2014 and, accordingly, no provision for income taxes has been included in the accompanying consolidated financial statements. The Company may be subject to certain state and local taxes on its income and property and to federal income and excise tax on its undistributed taxable income. | |||
The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred tax assets and liability are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates resulting from new legislation is recognized in income in the period of enactment. A valuation allowance is established against deferred tax assets when management concludes that the “more likely than not” realization criteria has not been met. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. | |||
Loss Per Common Share | |||
Basic loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares and potentially dilutive common shares outstanding. The calculation of diluted net loss per share excludes potential common shares if the effect would be anti-dilutive. Potential common shares consist of incremental common shares issuable upon the exercise of warrants, and shares issuable upon the conversion of preferred stock. | |||
Potentially dilutive shares of 3,714,250 representing stock purchase warrants and shares issuable upon conversion of preferred stock were not included in the calculations of diluted earnings per share for the period from March 13, 2013 (date of inception) through December 31, 2013, as their inclusion would have been anti-dilutive due to the loss recorded for the periods. | |||
Comprehensive Income | |||
For the periods presented, there were no differences between reported net loss attributable to common stockholders and comprehensive income. |
2_Reverse_Acquistion
2. Reverse Acquistion | 10 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
2. Reverse Acquistion | ' | ||||
2. REVERSE ACQUISTION | |||||
On September 30, 2013, Global acquired all of the outstanding common stock of WPF in consideration of $100. Upon acquisition of WPF, a new board of directors and executive officers were appointed who have the ability to exercise control over the combined entity. WPF’s total assets and revenues are the larger of the combined entities. U. S. GAAP generally requires that a company whose board of directors and management are able to control the combined entity and the entity which has the larger assets and revenues be treated as the acquirer for financial reporting purposes. The acquisition was accounted for as a reverse acquisition whereby WPF was deemed to be the accounting acquirer and Global the accounting acquiree. | |||||
The fair value of the consideration effectively transferred is based on what the legal subsidiary (accounting acquirer) would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value effectively transferred should be based on the most reliable measure. The quoted market price of the Company’s shares provide a more reliable basis for measuring the fair value consideration than the estimated fair value of the shares of WPF, as WPF’s shares were privately-held. | |||||
Prior to the transaction, the accounting acquiree had 10,365,553 shares of common stock outstanding of which WPF’s shareholders owned 13% and the remaining group of shareholders owned 87%. Upon combination of the entities, the remaining group of shareholders owned 67% of the combined entity. The fair value of the consideration would be what WPF would hypothetically have had to pay to acquire a 20% interest (87% less 67%) in the Company. As such, the fair value of the consideration effectively transferred was determined to be $2,741,918. | |||||
Goodwill is calculated as the consideration effectively transferred less the net fair value of the accounting acquiree’s identifiable assets and liabilities. Goodwill of $1,300,454 has been calculated by subtracting the accounting acquiree’s assets and liabilities from the fair value of the consideration effectively transferred of $2,741,918. Goodwill represents the benefit to WPF of being a public company post merger and having access to capital markets and stockholder liquidity. | |||||
The goodwill recorded as a result of the reverse acquisition is not deductible for tax purposes. | |||||
The preliminary purchase allocation is subject to material change pending the completion of the valuation of assets acquired and liabilities assumed. During the fourth quarter of 2013, the Company determined the advance receivable was not collectible. Accordingly, the Company recorded a revision to the preliminary purchase price allocation in the amount of $350,000. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. | |||||
As Originally Reported | Revision | As Revised | |||
Cash | $ 254,880 | $ - | $254,850 | ||
Advance Receivable – Related Party | 350,000 | (350,000) | --- | ||
Notes Receivable – Related Party | 1,100,148 | --- | 1,100,148 | ||
Accrued Interest Receivable | 18,750 | --- | 18,750 | ||
Notes Payable | (240,752) | --- | (240,752) | ||
Accounts Payable and Accrued Liabilities | (41,562) | --- | (41,562) | ||
Fair Value of Net Assets Acquired | 1,441,464 | (350,000) | 1,091,464 | ||
Goodwill | 1,300,454 | 350,000 | 1,650,454 | ||
Consideration Effectively Transferred | $ 2,741,918 | $ - | $ 2,741,918 |
3_Acquisition_of_A_Controlling
3. Acquisition of A Controlling Interest in Dodge Nh, Llc | 10 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
3. Acquisition of A Controlling Interest in Dodge Nh, Llc | ' | ||
3. ACQUISITION OF A CONTROLLING INTEREST IN DODGE NH, LLC | |||
The Dodge acquisition was recorded by WPF by measuring the recognized assets and liabilities of Dodge at their net carrying amounts in the accounts of Ga. REIT at the date of acquisition. | |||
WPF completed the acquisition of a controlling 65% equity interest in Dodge on March 15, 2013. The operations of Dodge are presented as if the acquisition occurred on the earliest date presented in the consolidated financial statements of the acquirer. Accordingly, the consolidated financial statements reflect rental operations of Dodge for the period from March 13, 2013 through December 31, 2013. The purchase price of this 65% controlling interest was equal to $100. The equity interest acquired is considered to be a controlling interest in Dodge. | |||
Accordingly, the Company has consolidated 100% of the carrying amount of the assets and liabilities of Dodge in the consolidated financial statements and has also accounted for the non-controlling 35% equity interest on the date of acquisition as follows in this condensed presentation: | |||
Cash and Cash Equivalents | $ 11,188 | ||
Due from Affiliates | 131,682 | ||
Property and Equipment, net | 4,742,347 | ||
Restricted Cash - USDA Escrow | 200,000 | ||
Goodwill | 100,000 | ||
Other Intangible Assets, net | 131,752 | ||
Total Assets | $ 5,316,969 | ||
Due to Member | $ 50,000 | ||
Deferred Revenue | 22,500 | ||
Other Liabilities | 44,368 | ||
Note Payable - Colony Bank | 4,166,212 | ||
Note Payable - Dodge Investors, LLC | 1,100,000 | ||
Total Liabilities | 5,383,080 | ||
Accumulated Deficit | (42,972) | ||
Non-Controlling Interest | (23,139) | ||
Total Liabilities and Members' Deficit | $ 5,316,969 |
4_Acquisition_of_Warrenton_Nur
4. Acquisition of Warrenton Nursing Home | 10 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
4. Acquisition of Warrenton Nursing Home | ' | ||
4. ACQUISITION OF WARRENTON NURSING HOME | |||
On December 31, 2013, the Company acquired a 95% equity interest in ATL/WARR, LLC (Warr LLC) from Christopher Brogdon, a related party, for nominal consideration of $1.00. On the same date, Warr LLC acquired a 110 bed nursing home located in Warrenton, Georgia at a purchase price of $3,500,000. The acquisition was funded with a mortgage loan in the amount of $2,720,000 and with proceeds from the private offering of common stock. | |||
The Company has accounted for the acquisition as a business combination under US GAAP with the assets and liabilities of the acquired property recorded as of the acquisition date, at their respective fair values. The preliminary allocation of the purchase price, which approximates fair value of the acquired property is set forth below: | |||
Land | $ 110,000 | ||
Building | 3,320,100 | ||
Furniture, Fixtures and Equipment | 69,900 | ||
$ 3,500,000 |
5_Advance_Receivable_Related_P
5. Advance Receivable - Related Party | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
5. Advance Receivable - Related Party | ' |
5. ADVANCE RECEIVABLE – RELATED PARTY | |
The $350,000 advance receivable was due from Gemini Gaming, LLC in connection with the split-off of gaming assets by Global. The advance receivable was unsecured with no established terms of repayment. Gemini Gaming, LLC is a related party since Clifford Neuman, as director, is a manager and member of Gemini Gaming, LLC. | |
During the fourth quarter of 2013, the Company determined the advance receivable was not collectible. Accordingly, the Company recorded a revision to the preliminary purchase price allocation in the amount of $350,000 as described in Note 2. |
6_Note_Receivable_Related_Part
6. Note Receivable - Related Party | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
6. Note Receivable - Related Party | ' |
6. NOTE RECEIVABLE – RELATED PARTY | |
In connection with the split-off of gaming assets by Global, the Company accepted a note receivable in the amount of $962,373 from Gemini Gaming, LLC. The note bears interest at 4.0% and is payable in quarterly installments of $17,495 beginning on January 1, 2014. The note is secured by all rights, title, and interest in and to 100,000 shares of the membership interest in Gemini Gaming, LLC. In the event of default, the Company may not take possession of gaming assets or equipment or operate the casino unless duly licensed by the State of Colorado Division of Gaming. Gemini Gaming, LLC is a related party since Clifford Neuman, a director, is a manager and member of Gemini Gaming, LLC. | |
On the acquisition date, the fair value of the note receivable was estimated by discounting the expected cash flows at a rate of 10.0%, a rate at which management believes a similar loan with similar terms and maturity would be made. As a result, the note receivable was discounted by $362,225 to its fair value of $600,148. The discount will be amortized into earnings using the interest method over the term of the note. |
7_Notes_Payable
7. Notes Payable | 10 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
7. Notes Payable | ' | ||
7. NOTES PAYABLE | |||
Notes payable consisted of the following as of December 31, 2013: | |||
Note payable to Colony Bank with interest at 6.25%, payable in equal monthly installments of principal and interest of $26,386 with a final balloon payment of the remaining principal totaling approximately $4,064,000, on May 29, 2015. Collateral for this note is described below. | $4,136,998 | ||
Note payable to Dodge Investors, LLC with interest at 13.0%. Interest is payable monthly with principal due on July 1, 2014. | 412,500 | ||
Note payable to Fidelity Bank with interest at 5.00%, payable in equal monthly installments of principal and interest of $17,951 with a final balloon payment of the remaining principal totaling approximately $2,288,000, on December 20, 2018. Collateral includes all assets of the Warrenton nursing home and the personal guarantee of Christopher Brodgon. | 2,720,000 | ||
$ 7,269,498 | |||
Note Payable to Colony Bank | |||
The note payable to Colony Bank is secured by all assets of the Dodge nursing home and the personal guarantee of Christopher Brogdon for the full amount of the note and the performance of all conditions stipulated in the loan agreement. | |||
As additional collateral for the loan, the following security instruments have been executed and are being held in escrow in accordance with the agreement described below: | |||
Coffee ALF, LLC (Coffee) - The bank holds a second priority deed to secure debt on an assisted living facility owned by Coffee located in Douglas, Georgia. Brogdon Family, LLC, of which Christopher Brogdon is a member and the manager, is a 50% owner of Coffee. | |||
Bay Landing ALF, LLC (Bay Landing) - The bank holds a second mortgage on an assisted living facility owned by Bay Landing located in Lynn Haven, Florida. Brogdon Family, LLC, of which Christopher Brogdon is a member and the manager, is a 100% owner of Bay Landing. | |||
The additional collateral from Coffee and Bay Landing will not be recorded unless the terms of the Escrow Agreement (below) are not met. | |||
The Company intends to repay the loan from Colony Bank from the proceeds of a loan which is insured, guaranteed or extended by the United States Department of Agriculture (USDA) or some other agency of the United States of America. To ensure the payment of the loan fees associated with the proposed loan, Colony Bank required the Company to deposit $200,000 into an escrow account to be used to pay those costs when incurred. The escrow agent will also hold in escrow the security documents for the security interests in Coffee and Bay Landing described above. | |||
According to the escrow agreement, in the event the Company is unable to obtain the contemplated loan on or before June 30, 2013, the escrow agent is instructed to disburse the $200,000 maintained in the escrow account to be applied at the Lender’s election against the balance of the Colony Bank loan. In addition, the security documents held in escrow for the Coffee and Bay Landing security interests will be released to Colony Bank who will have the right to record the security documents in the respective county and state in which each property lies. The Company did not obtain the contemplated loan as of June 30, 2013. The cash deposit remains in the escrow account and the Company has not been notified that Colony Bank has taken action with respect recording the appropriate documents evidencing additional security interests in the Coffee and Bay Landing facilities. | |||
Note Payable – Dodge Investors, LLC | |||
Dodge Investors loaned proceeds totaling $1,100,000 to Dodge which were used in conjunction with the loan from Colony Bank to acquire the nursing home. Dodge can prepay the note without penalty, without notice and at any time provided all interest is paid through the prepayment date. Repayment of the note is subordinate to the first mortgage held by Colony Bank on the nursing home. Repayment of this note will be due immediately upon the sale of the facility. | |||
In accordance with the operating agreement of Dodge, if less than $550,000 of the Dodge Investors note payable is repaid on or before December 31, 2013, Dodge will not only continue to pay interest on the unpaid balance of the note at the rate of 13%, but it will also increase the equity shares then owned by Dodge Investors from 35% to 37.5% of Dodge. | |||
On December 31, 2013, the note was reduced to $412,500 by a cash payment and $275,000 through conversion into common stock in connection with the private offering. | |||
Future maturities of the notes payable are as follows: | |||
Years Ending December 31, | |||
2014 | $ 554,925 | ||
2015 | 4,161,240 | ||
2016 | 89,782 | ||
2017 | 94,375 | ||
2018 | 2,369,176 | ||
$ 7,269,498 |
8_Convertible_Debt
8. Convertible Debt | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
8. Convertible Debt | ' |
8. CONVERTIBLE DEBT | |
10% Notes Due 2014 and Stock Purchase Warrants | |
On September 23, 2013, the Company sold an aggregate of $255,000 Units of its Securities in a private placement to ten accredited investors, each Unit consisting of a 10% Convertible Note (“Note”) and an aggregate of 63,750 warrants to purchase common stock. The Units were offered at a price equal to the principal amount of the Note. The Notes accrued interest at the rate of 10% per annum and are due and payable six months following the issue date. If the Notes are not paid on or before the maturity date, they will be convertible, at the option of the holder, into shares of common stock of the Company at a conversion price of $0.25 per share. The Notes are unsecured. | |
Each Warrant is exercisable for fifteen (15) months from the date of issuance to purchase one share of Common Stock at an exercise price of $1.00 per share. Investors received one Warrant for every $4.00 in principal amount of Note purchased. | |
On December 31, 2013, $190,000 of the notes were converted into common stock in connection with the private offering. The outstanding balance of the notes was $63,258 as of December 31, 2013. |
9_Stockholders_Equity
9. Stockholders' Equity | 10 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
9. Stockholders' Equity | ' | ||||
9. STOCKHOLDERS' EQUITY | |||||
Preferred Stock | |||||
The Company has authorized 10,000,000 shares of preferred stock. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors. | |||||
Series A Convertible Redeemable Preferred Stock | |||||
The Company's Board of Directors has authorized 2,000,000 shares of $2.00 stated value, Series A Preferred Stock. The preferred stock has a senior liquidation preference value of $2.00 per share and do not bear dividends. The outstanding shares of Series A Preferred Stock are non-voting, non-redeemable and non-convertible. | |||||
As of December 31, 2013, the Company has 200,500 shares of Series A Preferred stock outstanding. | |||||
Series B Convertible Redeemable Preferred Stock | |||||
The Company's Board of Directors has authorized 400,000 shares of $10.00 stated value, Series B Convertible Preferred Stock. Each share of Series B preferred stock is convertible into one share of the Company's common stock or may be redeemed at an exercise price of $10.00 per share. In addition, the Series B shares have a junior liquidation preference of $10.00 per share. Holders of the Series B preferred stocks are entitled to receive an annual dividend payable at the rate of 8% per annum, which is cumulative, and unpaid dividends bear interest at an annual rate of 12%. As of December 31, 2013 there were no Series B shares outstanding. | |||||
Series C Convertible Preferred Stock | |||||
The Company has authorized 600,000 Series C shares with a stated value of $1.20 per share. Series C shares are convertible into common stock at a rate of $1.20 per share. Holders of Series C preferred stock are entitled to vote and to receive dividends at the annual rate of 7% based on the stated value per share. In addition, the holders of Series C preferred stock are entitled to participate, pro rata, in dividends paid on outstanding shares of common stock. The dividends are cumulative and unpaid dividends bear interest at an annual rate of 10%. As of December 31, 2013, there were no Series C shares outstanding. | |||||
Series D Convertible Preferred Stock | |||||
The Company has established a series of a class of preferred stock designated “Series D Convertible Preferred Stock” (Series D preferred stock) and authorized an aggregate of 1,000,000 non-voting shares with a stated value of $1.00 per share. Holders of the Series D preferred stock are entitled to receive dividends at the annual rate of eight percent (8%) based on the stated value per share computed on the basis of a 360 day year and twelve 30 day months. Dividends are cumulative, shall be declared quarterly, and are calculated from the date of issue and payable on the fifteenth day of April, July, October and January. The dividends may be paid, at the option of the holder, either in cash or by the issuance of shares of the Company’s common stock valued at the market price on the dividend record date. Shares of the Series D preferred stock are redeemable at the Company’s option. At the option of the holder, shares of the Series D preferred stock plus any declared and unpaid dividends are convertible to shares of the Company’s common stock at a conversion rate of $1.00 per share. | |||||
As of December 31, 2013, the Company has 700,000 shares of Series D preferred stock outstanding. | |||||
Dividends of $14,311 were declared on December 31, 2013. All quarterly dividends previously declared have been paid. | |||||
Series E Convertible Preferred Stock | |||||
The Company authorized 600,000 shares of Preferred Stock to be designated as Series E Convertible Preferred Stock, having a stated value of $0.25 per share. Holders of the Preferred Stock shall have no voting rights, but shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. In addition, the holders of the Preferred Stock shall be entitled to participate, pro rata, in dividends paid on outstanding shares of common stock. The Preferred Stock is redeemable by the Company at its sole option and discretion at any time after six months from the initial issue date, at the Preferred Stock’s stated value plus any accrued and unpaid dividends, if any, and may be paid in cash or in shares of common stock valued at 75% of the volume weighted-average price of the common stock for the ten trading days immediately prior to the date of the redemption notice. In addition, at any time prior to redemption, but after the earlier of ninety days from the date of issuance, or the effective date of a Registration Statement registering for sale the shares of the common stock issuable upon such conversion, holders of the Preferred Stock shall have the right to convert their shares into common stock, at a conversion rate of $0.25 per share plus any accrued or unpaid dividends. As of December 31, 2013, no shares of Series E Convertible Preferred Stock were outstanding. | |||||
Common Stock | |||||
On December 4, 2013, the Company commenced a private offering of up to 7.5 million shares of its common stock at an offering price of $0.75 per share. The first closing of the private offering was completed on December 31, 2013. Subscriptions for shares in the offering were sold either for cash or in exchange for outstanding notes owed by the Company. As of December 31, 2013, the Company had completed the sale of 4,190,562 shares of common stock for gross cash proceeds of $2,672,560. Notes payable of $465,000 in principal and $5,413 in accrued interest were also exchanged for shares. After deducting placement agent fees of $185,996, non-accountable expense allowance of $62,750, and expense reimbursements of $24,264, the Company realized net cash proceeds of $2,399,550. In addition, the placement agent earned warrants equal to 10% of the number of shares sold in the offering, exercisable for five years at an exercise price of $0.75 per share of common stock. These warrants will be issued at the final closing of the private offering. | |||||
Common stock subscribed but not issued in the amount of $106,500 was held in escrow as of December 31, 2013 and included in restricted cash. | |||||
Common Stock Warrants | |||||
As of December 31, 2013, the Company had 3,543,306 of outstanding warrants to purchase common stock at an average exercise price of $0.69. Activity related to common stock warrants follows: | |||||
Warrants | Weighted Average Exercise Price | ||||
Balance at March 13, 2013 (date of inception) | - | ||||
Effect of Reverse Acquisition | 1,254,250 | $ 0.57 | |||
Issued | 2,289,056 | 0.75 | |||
Balance at December 31, 2013 | 3,543,306 | $ 0.69 |
10_Commitments_and_Contingenci
10. Commitments and Contingencies | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
10. Commitments and Contingencies | ' |
10. COMMITMENTS AND CONTINGENCIES | |
The Company has a contingent liability for rental payments on a long-term lease related to the casino operations split-off and sold to Gemini Gaming, LLC. The total minimum rentals under this lease total $304,344 for the year ended December 2014 and $177,534 for the period from January 1, 2015 through termination of the lease agreement in July 2015. As part of the split-off, Gemini Gaming, LLC assumed the lease liability and agreed to indemnify the Company from any liability therefore. In addition, Casinos USA, Inc., a wholly-owned subsidiary of Gemini Gaming, LLC that owns and operates the Bull Durham Saloon and Casino located in Black Hawk, Colorado, has guaranteed the lease obligation on a joint and several basis with Gemini Gaming, LLC. No payments on the contingency have been required to date, and as management believes the risk associated with this contingency is de minimus, we have not recorded a liability in these consolidated financial statements. |
11_Related_Parties
11. Related Parties | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
11. Related Parties | ' |
11. RELATED PARTIES | |
Christopher Brogdon is a member of the Company’s board of directors and also the Chief Executive Officer and President of the Company. | |
Prior to June 30, 2013, the Company acquired an unsecured, interest free receivable due from Christopher Brogdon totaling $500,000 which remains outstanding as of December 31, 2013. This amount has been netted in the consolidation against an advance owed back to Mr. Brogdon by Dodge totaling $50,000. Additionally, Christopher Brogdon committed to advance funds totaling $100 to the WPF used to purchase the 65% interest in Dodge (Note 2) on March 15, 2013. In addition to the stockholder advance above, Christopher Brogdon is affiliated with other companies to which advances have been made or received. As of December 31, 2013, the Company has unsecured and interest-free, net amounts due from companies affiliated with Christopher Brogdon totaling $28,055. These affiliates are related to the Company through common control and ownership of Christopher Brogdon. The Company determined that an advance by Dodge to an affiliate (Georgia REIT) totaling $108,182, was no longer collectible. Accordingly, the Company recorded this amount as a bad debt expense on the Consolidated Statement of Operations during the period from March 13, 2013 (date of inception) through December 31, 2013. | |
The Company has also determined that an advance receivable from Gemini Gaming, LLC in the amount of $350,000 is no longer collectible and has, as a result, recorded a bad debt expense on the Consolidated Statement of Operations during the period from March 13, 2013 (date of inception) through December 31, 2013. Clifford Neuman, a recently appointed director of the Company, is a manager and member of Gemini Gaming, LLC. | |
In connection with its private placement of common stock described elsewhere in this report, the Company engaged the services of GVC Capital, LLC, (“GVC”) a registered broker-dealer and FINRA member to serve as Placement Agent. GVC was paid a Placement Agent fee in the first closing of the offering on December 31, 2013 in the amount of $185,996, a non-accountable expense allowance in the amount of $62,750 and expense reimbursement in the amount of $13,918. Subsequent to December 31, 2013, there were three additional closings in the offering in which GVC was paid, in the aggregate, an additional $229,631 in Placement Agent fees, $71,642 in non-accountable expense allowance and $3,170 in expense reimbursement. Steven Bathgate, a director, is a managing member of GVC and as a result had a financial interest in the payments made to GVC. In addition, GVC was issued warrants to purchase shares of common stock equal to 10% of the shares sold in the offering. Mr. Bathgate’s share of those warrants are set forth in this Report in the section heading Security Ownership of Management and Principal Shareholders. |
12_Facility_Leases
12. Facility Leases | 10 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
12. Facility Leases | ' | ||
12. FACILITY LEASES | |||
The Dodge nursing home is being operated under a lease agreement with Eastman Healthcare and Rehab, LLC, (Eastman Rehab). The initial term of the lease is for five years commencing July 1, 2012, and ending June 30, 2017. The lease requires lease payments to be made in advance in the amount of $45,000 per month for the first year of the lease. The monthly lease payments escalate by $1,000 per month on each lease anniversary, thereafter. The initial term of the lease can be extended for one additional term of five years if Eastman Rehab elects to exercise its renewal option and meets the requirements stated in the lease agreement. Payment terms of the rent will be negotiated at the time of renewal. Eastman Rehab is responsible for payment of insurance, taxes and other charges while under the lease. | |||
The lease related to the Warrenton nursing home was assigned to the Company on December 31, 2013. The lease requires monthly payments of $27,871 through expiration of the lease agreement on June 30, 2016. The lessee is responsible for payment of insurance, taxes and other charges while under the lease. | |||
Future cash payments for rent to be received during the initial term of the lease are as follows: | |||
Years Ending December 31, | |||
2014 | $ 892,448 | ||
2015 | 904,448 | ||
2016 | 749,224 | ||
2017 | 294,000 | ||
$ 2,840,120 |
13_Income_Taxes
13. Income Taxes | 10 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
13. Income Taxes | ' | ||
13. INCOME TAXES | |||
The Company and its subsidiaries are subject to income taxes on income arising in, or derived from, the tax jurisdictions in which they operate. The Company is current with all its federal and state tax filings. The Company is open to examination for tax years 1998 through 2013 due to the carry back of net operating losses. Global and WPF will file separate federal and state tax returns for the period ended December 31, 2013. | |||
The following is a reconciliation of the federal statutory tax rate and the effective tax rate as a percentage for the period from March 13, 2013 (date of inception) through December 31, 2013: | |||
Statutory Federal Income Tax Rate | 34% | ||
Effect of Valuation Allowance on Deferred Tax Assets | -34% | ||
- % | |||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | |||
The components of deferred tax assets are as follows: | |||
Deferred Tax Assets | |||
Net Operating Loss Carry Forwards | $ 2,415,827 | ||
Discount on Note Receivable | 123,157 | ||
Acquisition Costs | 67,573 | ||
2,606,557 | |||
Deferred Tax Liabilities | |||
Property and Equipment | (119,448) | ||
2,487,109 | |||
Valuation Allowance | (2,487,109) | ||
Net Deferred Tax Asset | $ - | ||
The valuation allowance at December 31, 2013 was primarily related to federal net income loss carryforwards that, in the judgment of management, are not more-likely-than-not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. In order to fully realize the deferred tax asset, the Company will need to generate future taxable income of approximately $7,105,000 prior to the expiration of the net operating loss carryforwards beginning in 2018. Taxable loss for the period from March 13, 2013 (date of inception) through December 31, 2013 was $83,879. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not that the Company will not realize the benefits of these deductible differences, net of the existing valuation allowance at December 31, 2013. | |||
When more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of net operating loss carry forwards in the years following the change in ownership. No determination has been made as of December 31, 2013, as to what implications, if any, there will be in the net operating loss carry forwards of the Company. |
14_Fair_Value_Measurements
14. Fair Value Measurements | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
14. Fair Value Measurements | ' |
14. FAIR VALUE MEASUREMENTS | |
Financial accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs have the highest priority, and Level 3 inputs have the lowest priority. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. When this happens, the level in the fair value hierarchy that the asset or liability falls under is based on the lowest input level that is significant to the fair value measurement in its entirety. | |
Level 1 Inputs | |
Fair values are based on quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date. | |
Level 2 Inputs | |
Fair values are based on inputs other than quoted prices included within Level 1 that are observable for valuing the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.) Observable inputs include quoted prices for similar assets or liabilities in active or non-active markets. Level 2 inputs may also include insignificant adjustments to market observable inputs. | |
Level 3 Inputs | |
Fair values are based on unobservable inputs used for valuing the asset or liability. Unobservable inputs are those that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. | |
We generally determine or calculate the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow. | |
Our balance sheet includes the following financial instruments: cash and cash equivalents, advances due from related parties, advance receivable, note receivable-related party, restricted cash, accounts payable and accrued liabilities, notes payable and lease security deposit. We consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk, because of the short period of time between origination of the financial assets and liabilities and their expected settlement, or because of their proximity to acquisition date fair values. The carrying amounts for notes payable approximates fair value based on borrowing rates currently available for debt of similar terms and maturities. | |
Upon acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price base on the fair value of the tangible assets and intangible assets, if any, acquired and any liabilities assumed based on Level 3 inputs. These Level 3 inputs include comparable sales values, discount rates, capitalization rates, and lease-up assumptions from a third party appraisal or other market sources. |
15_Supplemental_Disclosure_of_
15. Supplemental Disclosure of Cash Flow Information | 10 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
15. Supplemental Disclosure of Cash Flow Information | ' |
15. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
The Company acquired a controlling 65% interest in Dodge NH, LLC on March 15, 2013. On this acquisition date, unrestricted cash and cash equivalents held by Dodge and included in the consolidation totaled $11,188. The non-cash elements of this acquisition are described in more detail in Notes 1 and 3. | |
On September 30, 2013, consideration effectively transferred in the reverse acquisition totaled $2,741,918. The fair value of assets acquired and liabilities assumed in the transaction are described in more detail in Note 2. | |
Notes payable and accrued interest totaling $470,414 were converted into 627,151 shares of common stock in connection with the private offering. | |
Accrued and unpaid dividends on Series D preferred stock totaled $14,311 as of December 31, 2013. |
16_Subsequent_Events
16. Subsequent Events | 10 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
16. Subsequent Events | ' | |||
16. SUBSEQUENT EVENTS | ||||
Acquisition and Disposition of Wood Moss | ||||
Effective January 27, 2014, the Company consummated a Membership Interest Purchase Agreement providing for the purchase from Georgia REIT for nominal consideration ($10.00) of a 67.5% membership interest in Wood Moss, LLC (“Wood Moss”). Georgia REIT is a private corporation solely owned by Christopher Brogdon. The remaining 32.5% membership interest in Wood Moss is owned by Scottsburg Investors, LLC (“Scottsburg Investors”). Scottsburg Investors sold an aggregate of $500,000 in promissory notes to its members, and used the proceeds to extend a loan to Wood Moss evidenced by a 13% $500,000 unsecured note payable by Wood Moss. | ||||
Wood Moss owns 100% of the Scottsburg Healthcare Center (“Scottsburg”), a 99 bed skilled nursing facility situated on 3.58 acres in Scottsburg, Indiana. The purchase price paid by Wood Moss for Scottsburg was $3.415 million, consisting of $500,000 from Scottsburg Investors and a conventional first mortgage in the principal amount of $2.915 million. | ||||
Scottsburg is leased to Waters of Scottsburg, an affiliate of Infinity HealthCare Management under an operating lease that expires December 31, 2014. Base rent under the lease was $31,000 per month through December 31, 2013 and increased to $32,000 per month beginning January 1, 2014. | ||||
In connection with the private offering of common stock described below, the Company issued shares of common stock for the remaining 32.5% membership interest in Wood Moss owned by Scottsburg Investors. As of February 20, 2014, the Company owned 100% of Wood Moss. | ||||
On March 10, 2014, Scottsburg Healthcare Center was sold for $3.6 million under a purchase agreement dated October 9, 2008, as amended and assigned. The Company recognized a loss from the disposition approximating $400,000. | ||||
Private Offering of Common Stock | ||||
On March 14, 2014, the Company completed its private offering of common stock. The Company sold an aggregate of 4,776,127 shares of common stock at $0.75 per share for gross proceeds of $3,582,086 during 2014. Of the total subscriptions, $153,432 in principal and accrued interest of notes were exchanged for shares, 150,000 shares were issued in consideration for a 100% membership interest in Scottsburg Investors, LLC, which initially owned a 32.5% membership interest in Wood Moss, and the balance was received in cash. After deducting $304,443 for placement agent fees, non-accountable expense allowance, and expense reimbursements, the Company realized net cash proceeds of $3,011,712 during 2014. In addition, the Company granted to the placement agent warrants equal to 10% of the number of shares sold in the offering, exercisable for five years at an exercise price of $0.75 per share of common stock. | ||||
Acquisition of Southern Hills Retirement Center | ||||
Effective February 7, 2014, the Company acquired the real property and improvements comprising a 100% interest in the Southern Hills Retirement Center, a skilled nursing facility located in Tulsa, Oklahoma. The facility is comprised of a senior living campus offering 116 nursing beds, 86 independent living units, and 32 assisted living beds. The purchase price of $2.0 million was funded through a $1.5 million bridge loan and from proceeds of the stock offering. As part of the purchase, the Company assumed an operating lease which will expire in June 2016. The fair value of the real property and improvements acquired was determined to be $6.7 million based on independent appraisals. The acquisition resulted in a bargain purchase gain as follows (unaudited): | ||||
Property and Equipment | ||||
Land | $1,120,000 | |||
Buildings and Improvements | 5,506,200 | |||
Furniture, Fixtures and Equipment | 73,800 | |||
Fair Value of Assets Acquired | 6,700,000 | |||
Cash Consideration Transferred | 2,000,000 | |||
Bargain Purchase Gain | $4,700,000 | |||
The following table summarizes certain supplemental pro forma financial information which was prepared as if the acquisition had occurred as of March 13, 2013 (date of inception). The unaudited pro forma financial information was prepared for comparative purposes only and is not necessarily indicative of what would have occurred had the acquisition been made at that time or of results which may occur in the future. | ||||
Period Ended December 31, 2013 | ||||
As Reported | Unaudited | |||
Pro Forma | ||||
Revenue | $ 443,333 | $ 779,333 | ||
Net Loss | $(746,488) | $(648,668) | ||
The pro forma financial information includes a non-recurring pro forma adjustment (unaudited) of $80,500 for the period ended December 31, 2013 related to transaction costs incurred by the Company. | ||||
On March 1, 2014, the Tulsa County Industrial Authority issued $5.7 million of its First Mortgage Revenue Bonds and lent the net proceeds to the Company. The Company will use the proceeds to pay off the $1.5 million bridge loan, to pay certain costs of the bond issuance, to renovate the 86 independent living units and 32-bed assisted living facility, and to establish a debt service reserve fund and other initial deposits as required by the bond indenture. The debt is secured by a first mortgage lien on the independent living units and assisted living facility (facilities), an assignment of the facilities leases, a first lien on all personal property located in the facilities, and a guaranty by the Company. The debt bears interest at rates ranging from 7.0% to 8.5% with principal and interest due monthly beginning in May 2014 through maturity on March 1, 2044. The loan agreement also contains financial covenants required to be maintained by the Company. | ||||
Acquisition of Interest in Limestone Assisted Living | ||||
Effective March 5, 2014, the Company consummated a Membership Interest Purchase Agreement providing for the purchase from Connie Brogdon, spouse of Christopher Brodgon, President and Director of the Company, for nominal consideration ($10) a 25% membership interest in Limestone Assisted Living, LLC (“Limestone LLC”). The remaining 75% membership interest in Limestone LLC is owned by Connie Brogdon (5%) and unaffiliated third parties (70%). The Company also extended a loan to Limestone LLC in the principal amount of $550,000 which is repayable, together with interest at the rate of 10% per annum, on or before the earlier of (i) August 31, 2014 or (ii) from the proceeds of the sale of the Limestone Assisted Living facility. The obligation of Limestone LLC to repay the loan is secured by the personal guaranty of Christopher Brogdon. Proceeds from the loan were used by Limestone LLC to repay and retire a loan in the principal amount of $500,000, plus accrued and unpaid interest, owed to an unaffiliated third party. | ||||
Limestone LLC owns 100% of the Limestone Assisted Living Facility, a 42-bed, 22,189 square foot assisted living facility situated on 4.43 acres located in Gainesville, Georgia. There is senior secured bond debt in the approximate amount of $3.7 million in addition to the $500,000 loan described above. | ||||
Declaration of Cash Dividend on Common Stock | ||||
On April 2, 2014, the Board of Directors announced that the Company had declared a cash dividend of $0.01 for every share of common stock on record as of April 30, 2014. | ||||
Exercise of Warrants | ||||
In April 2014, the Company issued an aggregate of 114,000 shares of common stock pursuant to the exercise of outstanding Class A Warrants at $.50 per share and issued an additional 48,020 shares of common stock pursuant to the exercise of outstanding Class B Warrants at $.75 per share. |
1_Organization_and_Summary_of_1
1. Organization and Summary of Significant Accounting Policies: Organization and Consolidation (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Organization and Consolidation | ' |
Organization and Consolidation | |
The Company was organized with the intent of operating as a real estate investment trust (REIT) for the purpose of investing in real estate and other assets related to the healthcare industry. Prior to an acquisition on September 30, 2013, Global Casinos, Inc. operated two gaming casinos which were split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West Paces Ferry Healthcare REIT, Inc. (WPF). | |
The Company intends to make an election as a REIT under sections 856 through 859 of the Internal Revenue Code of 1986, as amended. Such election will be made by the Board of Directors as such time as the Board determines that such election is appropriate. Such election will not be made in the Company’s tax return for the 2013 fiscal year. | |
The acquisition of WPF is accounted for as a reverse acquisition, as a result of which the Company automatically adopted the historical fiscal year end of WPF of December 31. | |
The Company receives the services of consultants and affiliates for which they are not compensated either through cash or equity, and such costs are not currently recorded in the financial statements but are necessary for the operation of the business. |
1_Organization_and_Summary_of_2
1. Organization and Summary of Significant Accounting Policies: Acquisition of West Paces Ferry Healthcare Reit, Inc. (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Acquisition of West Paces Ferry Healthcare Reit, Inc. | ' |
Acquisition of West Paces Ferry Healthcare REIT, Inc. (WPF) | |
On September 30, 2013, Global acquired all of the outstanding common stock of WPF for consideration of $100. WPF owns a 65% membership interest in Dodge NH, LLC, which owns a skilled nursing facility located in Eastman, Georgia. Upon acquisition of WPF, a new board of directors and executive officers were installed who have the ability to exercise control over the combined entity. WPF’s total assets and revenues are the largest of each of the combined entities. U. S. generally accepted accounting principles require that a company whose board of directors and management are able to control the combined entity and the entity which has the larger assets and revenues be treated as the acquirer for financial reporting purposes. The acquisition was accounted for as a reverse acquisition whereby WPF was deemed to be the accounting acquirer. The results of operations of Global have been included in the consolidated financial statements since the date of the reverse acquisition. The historical financial statements of WPF are presented as the historical consolidated financial statements of the Company. |
1_Organization_and_Summary_of_3
1. Organization and Summary of Significant Accounting Policies: Acquisition of Dodge NH, LLC (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Acquisition of Dodge NH, LLC | ' |
Acquisition of Dodge NH, LLC | |
WPF acquired a 65% controlling interest in Dodge NH, LLC (Dodge), on March 15, 2013, from Georgia Healthcare REIT, Inc. (Ga. REIT). Ga. REIT is related to WPF through common ownership and control. Dodge was formed for the purpose of acquiring Middle Georgia Nursing Home, a 100 bed nursing home located in Eastman, Georgia. The nursing home acquisition was completed by Dodge effective July 1, 2012. From inception, Dodge has leased the facility to an unrelated third party nursing home operator described more fully in Note 12. The remaining 35% of Dodge is owned by Dodge Investors, LLC (Dodge Investors). Dodge Investors loaned funds totaling $1,100,000 to Dodge that were used in conjunction with a loan from Colony Bank (Note 7) to acquire the facility on July 1, 2012. Dodge Investors represents a portion of the “non-controlling” interest in these consolidated financial statements. |
1_Organization_and_Summary_of_4
1. Organization and Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The Company’s consolidated financial statements include its accounts and the accounts of its subsidiaries over which it has control. Third party equity interests in subsidiaries are recognized as non-controlling interests in the consolidated financial statements. All significant inter-company balances and transactions have been eliminated in consolidation. | |
The Company’s consolidated financial statements include the accounts of its consolidated subsidiaries when the Company is the primary beneficiary for entities deemed to be variable interest entities (“VIEs”) through which the Company has a controlling interest. Interests in entities acquired are evaluated based on US GAAP, which requires the consolidation of VIEs in which the Company is deemed to have the controlling financial interest. The Company has the controlling financial interest if the Company has the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or receive benefits from the VIE that could be significant to the Company. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which the Company has control and/or substantive participating rights under the respective ownership agreement. The Company did not have a VIE interest as of December 31, 2013. | |
There are judgments and estimates involved in determining if an entity in which the Company has an investment is a VIE. The entity is evaluated to determine if it is a VIE by, among other things, determining of the equity investors as a group have a controlling financial interest in the entity and if the entity has sufficient equity at risk to finance its activities without additional subordinated financial support. |
1_Organization_and_Summary_of_5
1. Organization and Summary of Significant Accounting Policies: Use of Estimates and Assumptions (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Use of Estimates and Assumptions | ' |
Use of Estimates and Assumptions | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates included herein relate to the recoverability of assets and the value of long-lived assets. Actual results may differ from estimates. |
1_Organization_and_Summary_of_6
1. Organization and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
1_Organization_and_Summary_of_7
1. Organization and Summary of Significant Accounting Policies: Restricted Cash (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Restricted Cash | ' |
Restricted Cash | |
Funds accumulated in restricted cash of $201,138 at December 31, 2013, and are restricted for uses described more fully in Note 7. Restricted cash also includes $106,500 held in escrow for common stock subscribed but not issued. |
1_Organization_and_Summary_of_8
1. Organization and Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Concentrations of Credit Risk | ' |
Concentration of Credit Risk | |
The Company maintains deposits in financial institutions that at times exceed the insured amount of $250,000 provided by the US Federal Deposit Insurance Corporation (FDIC). The excess amounts at December 31, 2013 are $908,281. |
1_Organization_and_Summary_of_9
1. Organization and Summary of Significant Accounting Policies: Property and Equipment (Policies) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Policies | ' | ||
Property and Equipment | ' | ||
Property and Equipment | |||
In accordance with purchase accounting guidance established for entities under common control, the original property and equipment owned by our acquired properties are stated at its carrying value on the date of acquisition. Property and equipment acquired from third parties are recorded at their estimated fair value. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques. Any subsequent betterments and improvements will also be stated at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Upon sale, retirement or other disposition of an asset, the cost and accumulated depreciation are removed and any gain or loss on the disposition is included in income. Estimated useful lives of the assets are summarized as follows: | |||
Land Improvements | 15 years | ||
Building and Improvements | 30 years | ||
Furniture, Fixtures and Equipment | 10 years |
Recovered_Sheet1
1. Organization and Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Impairment of Long-lived Assets | ' |
Impairment of Long Lived Assets | |
When circumstances indicate the carrying value of property and equipment may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. Estimated fair value is determined with the assistance from independent valuation specialists using recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques. |
Recovered_Sheet2
1. Organization and Summary of Significant Accounting Policies: Advances Due To and From Related Parties (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Advances Due To and From Related Parties | ' |
Advances Due To and From Related Parties | |
The Company will periodically advance cash to and from various related parties as a part of the normal course of business. The Company plans to monitor these advances on a continual basis, evaluating the creditworthiness of the related party and its ability to repay the advance, generally using the strength and projected cash flows of the underlying related party operations as a basis for extending credit. The Company records allowances for collection against the advances or writes off the account directly, when indisputable factors are present that indicate the related party will not be able to repay the advance. |
Recovered_Sheet3
1. Organization and Summary of Significant Accounting Policies: Note Receivable - Related Party (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Note Receivable - Related Party | ' |
Note Receivable – Related Party | |
The Company evaluates its note receivable for impairment when it is probable the payment of interest and principal will not be made in accordance with the contractual terms of the note receivable agreement. Once a note has been determined to be impaired, it is measured to establish the amount of the impairment, if any, based on the fair value, as determined by the present value of expected future cash flows discounted at the note’s effective interest rate. If the measure of the impaired note receivable is less than the recorded investment in the note, a valuation allowance is recognized. |
Recovered_Sheet4
1. Organization and Summary of Significant Accounting Policies: Deferred Loan Costs (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Deferred Loan Costs | ' |
Deferred Loan Costs | |
Deferred loan costs are amortized over the life of the loan using the straight line method which approximates the effective interest method. Amortization expense for the period from March 13, 2013 to December 31, 2013 totaled $33,710. Accumulated amortization totaled $63,874 as of December 31, 2013. Amortization of this intangible asset is expected to total approximately $42,600, per year through the maturity date of the Colony Bank loan. |
Recovered_Sheet5
1. Organization and Summary of Significant Accounting Policies: Deferred Lease Incentive (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Deferred Lease Incentive | ' |
Deferred Lease Incentive | |
Dodge provided the lessee with an incentive to execute the lease on July 1, 2012, valued at $20,000. This amount has been capitalized and is being amortized over the life of the lease. Amortization of this intangible asset is expected to total approximately $4,000, per year through the initial term of the lease. |
Recovered_Sheet6
1. Organization and Summary of Significant Accounting Policies: Goodwill (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Goodwill | ' |
Goodwill | |
Goodwill represents the excess of the Company’s purchase price over the fair values of the respective identifiable assets acquired and liabilities assumed in business combinations. Goodwill resulting from acquisitions is not amortized, but is tested for impairment annually or whenever events change and circumstances indicate that it is more likely than not that an impairment loss has occurred using specific methods described in US GAAP. As allowed by US GAAP, management initially performs a qualitative analysis of goodwill using qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount including goodwill. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events. If after assessing the totality of events or circumstances, the Company determines through the qualitative assessment that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary, and performing the two-step impairment test outlined in US GAAP is not required. During 2013, the Company performed the annual qualitative assessment of its goodwill and determined that no impairment was required as of December 31, 2013. |
Recovered_Sheet7
1. Organization and Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
The Dodge lease is subject to annual escalations of the minimum monthly rent required under the lease. The accompanying consolidated financial statements reflect rental revenue on a straight-line basis over the term of the lease. Cumulative adjustments associated with the straight-line rent requirement are reflected as other assets and totaled $30,000 as of December 31, 2013. Adjustments to reflect rental revenue on a straight line basis totaled $13,000 for the period from March 13, 2013 through December 31, 2013. |
Recovered_Sheet8
1. Organization and Summary of Significant Accounting Policies: Income Taxes (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
To qualify as a REIT, the Company must meet a number of organizational and operational requirements including a requirement that it distribute at least 90% of its taxable income to its stockholders. As a REIT, the Company generally will not be subject to corporate level federal income tax on net income it distributes currently to its stockholders. The Company intends to qualify as a REIT beginning in 2014 and, accordingly, no provision for income taxes has been included in the accompanying consolidated financial statements. The Company may be subject to certain state and local taxes on its income and property and to federal income and excise tax on its undistributed taxable income. | |
The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred tax assets and liability are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates resulting from new legislation is recognized in income in the period of enactment. A valuation allowance is established against deferred tax assets when management concludes that the “more likely than not” realization criteria has not been met. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. |
Recovered_Sheet9
1. Organization and Summary of Significant Accounting Policies: Loss Per Common Share (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Loss Per Common Share | ' |
Loss Per Common Share | |
Basic loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares and potentially dilutive common shares outstanding. The calculation of diluted net loss per share excludes potential common shares if the effect would be anti-dilutive. Potential common shares consist of incremental common shares issuable upon the exercise of warrants, and shares issuable upon the conversion of preferred stock. | |
Potentially dilutive shares of 3,714,250 representing stock purchase warrants and shares issuable upon conversion of preferred stock were not included in the calculations of diluted earnings per share for the period from March 13, 2013 (date of inception) through December 31, 2013, as their inclusion would have been anti-dilutive due to the loss recorded for the periods. |
Recovered_Sheet10
1. Organization and Summary of Significant Accounting Policies: Comprehensive Income (Policies) | 10 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Comprehensive Income | ' |
Comprehensive Income | |
For the periods presented, there were no differences between reported net loss attributable to common stockholders and comprehensive income. |
Recovered_Sheet11
1. Organization and Summary of Significant Accounting Policies: Property and Equipment: Property, Plant and Equipment, Estimated Useful Lives (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Property, Plant and Equipment, Estimated Useful Lives | ' | ||
Land Improvements | 15 years | ||
Building and Improvements | 30 years | ||
Furniture, Fixtures and Equipment | 10 years |
2_Reverse_Acquistion_Schedule_
2. Reverse Acquistion: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Tables) | 10 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||
As Originally Reported | Revision | As Revised | |||
Cash | $ 254,880 | $ - | $254,850 | ||
Advance Receivable – Related Party | 350,000 | (350,000) | --- | ||
Notes Receivable – Related Party | 1,100,148 | --- | 1,100,148 | ||
Accrued Interest Receivable | 18,750 | --- | 18,750 | ||
Notes Payable | (240,752) | --- | (240,752) | ||
Accounts Payable and Accrued Liabilities | (41,562) | --- | (41,562) | ||
Fair Value of Net Assets Acquired | 1,441,464 | (350,000) | 1,091,464 | ||
Goodwill | 1,300,454 | 350,000 | 1,650,454 | ||
Consideration Effectively Transferred | $ 2,741,918 | $ - | $ 2,741,918 |
3_Acquisition_of_A_Controlling1
3. Acquisition of A Controlling Interest in Dodge Nh, Llc: Condensed schedule of carrying amount of assets and liabilities of Dodge NH, LLC (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Condensed schedule of carrying amount of assets and liabilities of Dodge NH, LLC | ' | ||
Cash and Cash Equivalents | $ 11,188 | ||
Due from Affiliates | 131,682 | ||
Property and Equipment, net | 4,742,347 | ||
Restricted Cash - USDA Escrow | 200,000 | ||
Goodwill | 100,000 | ||
Other Intangible Assets, net | 131,752 | ||
Total Assets | $ 5,316,969 | ||
Due to Member | $ 50,000 | ||
Deferred Revenue | 22,500 | ||
Other Liabilities | 44,368 | ||
Note Payable - Colony Bank | 4,166,212 | ||
Note Payable - Dodge Investors, LLC | 1,100,000 | ||
Total Liabilities | 5,383,080 | ||
Accumulated Deficit | (42,972) | ||
Non-Controlling Interest | (23,139) | ||
Total Liabilities and Members' Deficit | $ 5,316,969 |
4_Acquisition_of_Warrenton_Nur1
4. Acquisition of Warrenton Nursing Home: Acquisition of Warrenton Nursing Home, Preliminary allocation of purchase price (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Acquisition of Warrenton Nursing Home, Preliminary allocation of purchase price | ' | ||
Land | $ 110,000 | ||
Building | 3,320,100 | ||
Furniture, Fixtures and Equipment | 69,900 | ||
$ 3,500,000 |
7_Notes_Payable_Schedule_of_Fu
7. Notes Payable: Schedule of Future Maturities of Notes Payable (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Future Maturities of Notes Payable | ' | ||
Years Ending December 31, | |||
2014 | $ 554,925 | ||
2015 | 4,161,240 | ||
2016 | 89,782 | ||
2017 | 94,375 | ||
2018 | 2,369,176 | ||
$ 7,269,498 |
9_Stockholders_Equity_Schedule
9. Stockholders' Equity: Schedule of activity related to common stock warrants (Tables) | 10 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of activity related to common stock warrants | ' | ||||
Warrants | Weighted Average Exercise Price | ||||
Balance at March 13, 2013 (date of inception) | - | ||||
Effect of Reverse Acquisition | 1,254,250 | $ 0.57 | |||
Issued | 2,289,056 | 0.75 | |||
Balance at December 31, 2013 | 3,543,306 | $ 0.69 |
12_Facility_Leases_Schedule_of
12. Facility Leases: Schedule of Future cash payments for rent to be received during the initial term of the lease (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Future cash payments for rent to be received during the initial term of the lease | ' | ||
Years Ending December 31, | |||
2014 | $ 892,448 | ||
2015 | 904,448 | ||
2016 | 749,224 | ||
2017 | 294,000 | ||
$ 2,840,120 |
13_Income_Taxes_Schedule_of_re
13. Income Taxes: Schedule of reconciliation between the statutory tax rate and the effective tax rate (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of reconciliation between the statutory tax rate and the effective tax rate | ' | ||
Statutory Federal Income Tax Rate | 34% | ||
Effect of Valuation Allowance on Deferred Tax Assets | -34% | ||
- % |
13_Income_Taxes_Summary_of_Ope
13. Income Taxes: Summary of Operating Loss Carryforwards (Tables) | 10 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Summary of Operating Loss Carryforwards | ' | ||
Deferred Tax Assets | |||
Net Operating Loss Carry Forwards | $ 2,415,827 | ||
Discount on Note Receivable | 123,157 | ||
Acquisition Costs | 67,573 | ||
2,606,557 | |||
Deferred Tax Liabilities | |||
Property and Equipment | (119,448) | ||
2,487,109 | |||
Valuation Allowance | (2,487,109) | ||
Net Deferred Tax Asset | $ - |
16_Subsequent_Events_Schedule_
16. Subsequent Events: Schedule of Bargain Purchase Gain (Tables) | 10 Months Ended | |
Dec. 31, 2013 | ||
Tables/Schedules | ' | |
Schedule of Bargain Purchase Gain | ' | |
Property and Equipment | ||
Land | $1,120,000 | |
Buildings and Improvements | 5,506,200 | |
Furniture, Fixtures and Equipment | 73,800 | |
Fair Value of Assets Acquired | 6,700,000 | |
Cash Consideration Transferred | 2,000,000 | |
Bargain Purchase Gain | $4,700,000 |
16_Subsequent_Events_Unaudited
16. Subsequent Events: Unaudited pro forma financial information for comparative purposes (Tables) | 10 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Unaudited pro forma financial information for comparative purposes | ' | |||
Period Ended December 31, 2013 | ||||
As Reported | Unaudited | |||
Pro Forma | ||||
Revenue | $ 443,333 | $ 779,333 | ||
Net Loss | $(746,488) | $(648,668) |
Recovered_Sheet12
1. Organization and Summary of Significant Accounting Policies (Details) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Entity Information, Former Legal or Registered Name | 'Global Casinos, Inc. |
Recovered_Sheet13
1. Organization and Summary of Significant Accounting Policies: Restricted Cash (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Restricted Cash and Investments | $201,138 |
Restricted cash held in escrow | $106,500 |
Recovered_Sheet14
1. Organization and Summary of Significant Accounting Policies: Concentrations of Credit Risk (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Deposits in financial institutions that exceed FDIC insured amounts | $908,281 |
Recovered_Sheet15
1. Organization and Summary of Significant Accounting Policies: Property and Equipment: Property, Plant and Equipment, Estimated Useful Lives (Details) | 10 Months Ended |
Dec. 31, 2013 | |
Land and Land Improvements | ' |
Property, Plant and Equipment, Useful Life | '15 years |
Building and Building Improvements | ' |
Property, Plant and Equipment, Useful Life | '30 years |
Furniture and Fixtures | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Recovered_Sheet16
1. Organization and Summary of Significant Accounting Policies: Deferred Loan Costs (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Deferred Loan Amortization Expense | $33,710 |
Accumulated Deferred Loan Amortization | $63,874 |
Recovered_Sheet17
1. Organization and Summary of Significant Accounting Policies: Goodwill (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Goodwill, Impaired, Accumulated Impairment Loss | $0 |
Recovered_Sheet18
1. Organization and Summary of Significant Accounting Policies: Revenue Recognition (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Straight-line rent requirement, cumulative adjustments | $30,000 |
Increase in Straight Line Rent Adjustment | $13,000 |
Recovered_Sheet19
1. Organization and Summary of Significant Accounting Policies: Loss Per Common Share (Details) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,714,250 |
2_Reverse_Acquistion_Details
2. Reverse Acquistion (Details) (WPF, USD $) | 10 Months Ended |
Dec. 31, 2013 | |
WPF | ' |
Business Acquisition, Effective Date of Acquisition | 30-Sep-13 |
Business Acquisition, Name of Acquired Entity | 'WPF |
Payments to Acquire Businesses, Gross | $100 |
Business Combination, Consideration Transferred | 2,741,918 |
Business Combination, Goodwill Recognized, Description | 'Goodwill is calculated as the consideration effectively transferred less the net fair value of the accounting acquiree’s identifiable assets and liabilities. |
Business Combination, Goodwill transferred | $1,300,454 |
2_Reverse_Acquistion_Schedule_1
2. Reverse Acquistion: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2013 | Mar. 12, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
WPF | WPF | WPF | WPF | |||
Scenario, Previously Reported | Scenario, Adjustment | Scenario, Actual | ||||
Cash at beginning of period | $1,180,192 | $0 | ' | $254,880 | ' | $254,850 |
Advances Due From Related Parties | 485,300 | ' | ' | 350,000 | -350,000 | ' |
Note receivable - Related Party, net of discount | 600,148 | ' | ' | 1,100,148 | ' | 1,100,148 |
Accrued Interest Receivable | ' | ' | ' | 18,750 | ' | 18,750 |
Notes Payable | 7,269,498 | ' | ' | -240,752 | ' | -240,752 |
Accounts Payable and Accrued Liabilities | 295,432 | ' | ' | -41,562 | ' | -41,562 |
Fair Value of Net Assets Acquired | ' | ' | ' | 1,441,464 | -350,000 | 1,091,464 |
Business Combination, Goodwill transferred | ' | ' | 1,300,454 | 1,300,454 | 350,000 | 1,650,454 |
Business Combination, Consideration Transferred | ' | ' | $2,741,918 | $2,741,918 | ' | $2,741,918 |
3_Acquisition_of_A_Controlling2
3. Acquisition of A Controlling Interest in Dodge Nh, Llc (Details) (Dodge NH, LLC, USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Dodge NH, LLC | ' |
Business Acquisition, Name of Acquired Entity | 'DODGE NH, LLC |
Business Acquisition, Percentage of Voting Interests Acquired | 65.00% |
Business Acquisition, Effective Date of Acquisition | 15-Mar-01 |
Payments to Acquire Businesses, Gross | $100 |
3_Acquisition_of_A_Controlling3
3. Acquisition of A Controlling Interest in Dodge Nh, Llc: Condensed schedule of carrying amount of assets and liabilities of Dodge NH, LLC (Details) (USD $) | Dec. 31, 2013 | Mar. 12, 2013 |
Cash at beginning of period | $1,180,192 | $0 |
Property and equipment, net | 8,088,600 | ' |
Restricted cash held in escrow | 106,500 | ' |
Goodwill | 1,750,454 | ' |
Total assets | 12,552,005 | ' |
Notes Payable | 7,269,498 | ' |
Total liabilities | 7,660,533 | ' |
Accumulated deficit | -687,057 | ' |
Non-Controlling Interests | -125,542 | ' |
Total liabilities and stockholders' equity | 12,552,005 | ' |
Colony Bank | ' | ' |
Notes Payable | 4,136,998 | ' |
Dodge Investors, LLC | ' | ' |
Notes Payable | 412,500 | ' |
Dodge NH, LLC | ' | ' |
Cash at beginning of period | 11,188 | ' |
Due from Affiliates | 131,682 | ' |
Property and equipment, net | 4,742,347 | ' |
Restricted cash held in escrow | 200,000 | ' |
Goodwill | 100,000 | ' |
Other Intangible Assets, Net | 131,752 | ' |
Total assets | 5,316,969 | ' |
Due to Related Parties, Current | 50,000 | ' |
Deferred Revenue | 22,500 | ' |
Other Liabilities | 44,368 | ' |
Total liabilities | 5,383,080 | ' |
Accumulated deficit | -42,972 | ' |
Non-Controlling Interests | -23,139 | ' |
Total liabilities and stockholders' equity | 5,316,969 | ' |
Dodge NH, LLC | Colony Bank | ' | ' |
Notes Payable | 4,166,212 | ' |
Dodge NH, LLC | Dodge Investors, LLC | ' | ' |
Notes Payable | $1,100,000 | ' |
4_Acquisition_of_Warrenton_Nur2
4. Acquisition of Warrenton Nursing Home (Details) (Warrenton Nursing Home, USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Warrenton Nursing Home | ' |
Business Acquisition, Effective Date of Acquisition | 31-Dec-13 |
Business Acquisition, Percentage of Voting Interests Acquired | 95.00% |
Business Acquisition, Name of Acquired Entity | 'ATL/WARR, LLC (Warr LLC) |
Payments to Acquire Businesses, Gross | $1 |
4_Acquisition_of_Warrenton_Nur3
4. Acquisition of Warrenton Nursing Home: Acquisition of Warrenton Nursing Home, Preliminary allocation of purchase price (Details) (USD $) | Dec. 31, 2013 |
Land | $160,000 |
Building and improvements | 7,550,200 |
Property, Plant and Equipment, Net, Total | 8,088,600 |
Warrenton Nursing Home | ' |
Land | 110,000 |
Building and improvements | 3,320,100 |
Furniture and Fixtures, Gross | 69,900 |
Property, Plant and Equipment, Net, Total | $3,500,000 |
6_Note_Receivable_Related_Part1
6. Note Receivable - Related Party (Details) (Gemini Gaming, LLC, USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Gemini Gaming, LLC | ' |
Related Party Transaction, Description of Transaction | 'In connection with the split-off of gaming assets by Global, the Company accepted a note receivable in the amount of $962,373 from Gemini Gaming, LLC. |
Related Party Transaction, Amounts of Transaction | $962,373 |
Related Party Transaction, Rate | 4.00% |
Related Party Transaction, Terms and Manner of Settlement | 'payable in quarterly installments of $17,495 beginning on January 1, 2014 |
Notes Receivable, Fair Value Disclosure | $600,148 |
7_Notes_Payable_Details
7. Notes Payable (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Notes Payable | $7,269,498 |
Colony Bank | ' |
Debt Instrument, Description | 'Note payable to Colony Bank |
Debt Instrument, Interest Rate, Stated Percentage | 6.25% |
Debt Instrument, Frequency of Periodic Payment | 'monthly |
Debt Instrument, Periodic Payment | 26,386 |
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 4,064,000 |
Debt Instrument, Maturity Date | 29-May-15 |
Notes Payable | 4,136,998 |
Dodge Investors, LLC | ' |
Debt Instrument, Description | 'Note payable to Dodge Investors, LLC |
Debt Instrument, Interest Rate, Stated Percentage | 13.00% |
Debt Instrument, Frequency of Periodic Payment | 'monthly |
Debt Instrument, Maturity Date | 1-Jul-14 |
Notes Payable | 412,500 |
Fidelity Bank | ' |
Debt Instrument, Description | 'Note payable to Fidelity Bank |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Frequency of Periodic Payment | 'monthly |
Debt Instrument, Periodic Payment | 17,951 |
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,288,000 |
Debt Instrument, Maturity Date | 20-Dec-18 |
Notes Payable | $2,720,000 |
Debt Instrument, Collateral | 'Collateral includes all assets of the Warrenton nursing home and the personal guarantee of Christopher Brodgon. |
7_Notes_Payable_Schedule_of_Fu1
7. Notes Payable: Schedule of Future Maturities of Notes Payable (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $554,925 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 4,161,240 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 89,782 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 94,375 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 2,369,176 |
Long-term Debt | $7,269,498 |
8_Convertible_Debt_Details
8. Convertible Debt (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Convertible Debt, Current | $63,258 |
9_Stockholders_Equity_Details
9. Stockholders' Equity (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Preferred Stock, Shares Authorized | 10,000,000 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Par Value | $0.05 |
Restricted cash held in escrow | $106,500 |
Preferred Stock | ' |
Preferred Stock, Shares Authorized | 10,000,000 |
Series A Convertible Redeemable Preferred Stock | ' |
Preferred Stock, Shares Authorized | 2,000,000 |
Preferred Stock, Par Value | $2 |
Preferred Stock, Call or Exercise Features | 'The preferred stock has a senior liquidation preference value of $2.00 per share |
Preferred Stock, Dividend Payment Terms | 'do not bear dividends |
Preferred Stock, Shares Outstanding | 200,500 |
Series B Convertible Redeemable Preferred Stock | ' |
Preferred Stock, Shares Authorized | 400,000 |
Preferred Stock, Par Value | $10 |
Preferred Stock, Call or Exercise Features | 'Each share of Series B preferred stock is convertible into one share of the Company's common stock or may be redeemed at an exercise price of $10.00 per share. |
Preferred Stock, Dividend Payment Terms | 'Holders of the Series B preferred stocks are entitled to receive an annual dividend payable at the rate of 8% per annum, which is cumulative, and unpaid dividends bear interest at an annual rate of 12%. |
Preferred Stock, Shares Outstanding | 0 |
Preferred Stock, Dividend Rate, Percentage | 8.00% |
Series C Convertible Preferred Stock | ' |
Preferred Stock, Shares Authorized | 600,000 |
Preferred Stock, Par Value | $1.20 |
Preferred Stock, Call or Exercise Features | 'Series C shares are convertible into common stock at a rate of $1.20 per share. |
Preferred Stock, Dividend Payment Terms | 'receive dividends at the annual rate of 7% based on the stated value per share |
Preferred Stock, Shares Outstanding | 0 |
Preferred Stock, Voting Rights | 'Holders of Series C preferred stock are entitled to vote |
Series D Convertible Preferred Stock | ' |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Par Value | $1 |
Preferred Stock, Call or Exercise Features | 'Shares of the Series D preferred stock are redeemable at the Company’s option. At the option of the holder, shares of the Series D preferred stock plus any declared and unpaid dividends are convertible to shares of the Company’s common stock at a conversion rate of $1.00 per share. |
Preferred Stock, Dividend Payment Terms | 'Holders of the Series D preferred stock are entitled to receive dividends at the annual rate of eight percent (8%) based on the stated value per share computed on the basis of a 360 day year and twelve 30 day months. Dividends are cumulative, shall be declared quarterly, and are calculated from the date of issue and payable on the fifteenth day of April, July, October and January. The dividends may be paid, at the option of the holder, either in cash or by the issuance of shares of the Company’s common stock valued at the market price on the dividend record date. |
Preferred Stock, Shares Outstanding | 700,000 |
Dividends, Share-based Compensation | $14,311 |
Series E Convertible Preferred Stock | ' |
Preferred Stock, Shares Authorized | 600,000 |
Preferred Stock, Par Value | $0.25 |
Preferred Stock, Call or Exercise Features | 'The Preferred Stock is redeemable by the Company at its sole option and discretion at any time after six months from the initial issue date, at the Preferred Stock’s stated value plus any accrued and unpaid dividends, if any, and may be paid in cash or in shares of common stock valued at 75% of the volume weighted-average price of the common stock for the ten trading days immediately prior to the date of the redemption notice. In addition, at any time prior to redemption, but after the earlier of ninety days from the date of issuance, or the effective date of a Registration Statement registering for sale the shares of the common stock issuable upon such conversion, holders of the Preferred Stock shall have the right to convert their shares into common stock, at a conversion rate of $0.25 per share plus any accrued or unpaid dividends. |
Preferred Stock, Dividend Payment Terms | 'entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. In addition, the holders of the Preferred Stock shall be entitled to participate, pro rata, in dividends paid on outstanding shares of common stock. |
Preferred Stock, Shares Outstanding | 0 |
Preferred Stock, Voting Rights | 'Holders of the Preferred Stock shall have no voting rights |
Common Stock | ' |
Common Stock, Shares Authorized | 7,500,000 |
Common Stock, Par Value | $0.75 |
9_Stockholders_Equity_Schedule1
9. Stockholders' Equity: Schedule of activity related to common stock warrants (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Warrants, Balance | 0 |
Warrants, Effect of Reverse Acquisition | 1,254,250 |
Warrants, Effect of Reverse Acquisition, weighted average exercise price | $0.57 |
Warrants, Issued | 2,289,056 |
Stock Purchase Warrants Issued, Weighted Average Exercise Price | $0.75 |
Warrants, Balance | 3,543,306 |
Stock Purchase Warrants Balance, Weighted Average Exercise Price | $0.69 |
10_Commitments_and_Contingenci1
10. Commitments and Contingencies (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Other Commitments, Description | 'The Company has a contingent liability for rental payments on a long-term lease related to the casino operations split-off and sold to Gemini Gaming, LLC. |
Other Commitment, Due in Next Twelve Months | $304,344 |
Other Commitment, Due in Second Year | $177,534 |
11_Related_Parties_Details
11. Related Parties (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Christopher Brogdon | ' |
Related Party Transaction, Description of Transaction | 'Prior to June 30, 2013, the Company acquired an unsecured, interest free receivable due from Christopher Brogdon |
Related Party Transaction, Amounts of Transaction | $500,000 |
GVC Capital, LLC | ' |
Placement Agent fees paid | 185,996 |
Expense Allowance paid | 62,750 |
Expense Remibursement paid | $13,918 |
12_Facility_Leases_Details
12. Facility Leases (Details) | 10 Months Ended |
Dec. 31, 2013 | |
Dodge nursing home | ' |
Description of Lessee Leasing Arrangements, Operating Leases | 'The Dodge nursing home is being operated under a lease agreement with Eastman Healthcare and Rehab, LLC, (Eastman Rehab). |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | '5 years |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | '5 years |
Warrenton Nursing Home | ' |
Description of Lessee Leasing Arrangements, Operating Leases | 'The lease related to the Warrenton nursing home was assigned to the Company on December 31, 2013. |
12_Facility_Leases_Schedule_of1
12. Facility Leases: Schedule of Future cash payments for rent to be received during the initial term of the lease (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Operating Leases, Future Minimum Payments Receivable, Current | $892,448 |
Operating Leases, Future Minimum Payments Receivable, in Two Years | 904,448 |
Operating Leases, Future Minimum Payments Receivable, in Three Years | 749,224 |
Operating Leases, Future Minimum Payments Receivable, in Four Years | 294,000 |
Operating Leases, Future Minimum Payments Receivable | $2,840,120 |
13_Income_Taxes_Schedule_of_re1
13. Income Taxes: Schedule of reconciliation between the statutory tax rate and the effective tax rate (Details) | 10 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | -34.00% |
Effective Income Tax Rate Reconciliation, Percent | 0.00% |
13_Income_Taxes_Summary_of_Ope1
13. Income Taxes: Summary of Operating Loss Carryforwards (Details) (USD $) | Dec. 31, 2013 |
Deferred Tax Assets, Net | ' |
Deferred Tax Assets, Operating Loss Carryforwards | $2,415,827 |
Deferred Tax Assets, Discount on Note Receivable | 123,157 |
Deferred Tax Assets, Acquisition Costs | 67,573 |
Deferred Tax Liabilities, Net | ' |
Deferred Tax Liabilities, Property, Plant and Equipment | -119,448 |
Deferred Tax Assets, Gross, Current | 2,487,109 |
Deferred Tax Assets, Valuation Allowance, Current | ($2,487,109) |
15_Supplemental_Disclosure_of_1
15. Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Series D Convertible Preferred Stock | ' |
Dividends, Share-based Compensation | $14,311 |
Dodge NH, LLC | ' |
Unrestricted Cash and Cash Equivalents | 11,188 |
WPF | ' |
Business Combination, Consideration Transferred | $2,741,918 |
16_Subsequent_Events_Details
16. Subsequent Events (Details) | 10 Months Ended |
Dec. 31, 2013 | |
Acquisition and Disposition of Wood Moss | ' |
Subsequent Event, Date | 27-Jan-14 |
Subsequent Event, Description | 'the Company consummated a Membership Interest Purchase Agreement providing for the purchase from Georgia REIT for nominal consideration ($10.00) of a 67.5% membership interest in Wood Moss, LLC (“Wood Moss”) |
Private Offering of Common Stock | ' |
Subsequent Event, Date | 14-Mar-14 |
Subsequent Event, Description | 'the Company completed its private offering of common stock |
Acquisition of Southern Hills Retirement Center | ' |
Subsequent Event, Date | 7-Feb-14 |
Subsequent Event, Description | 'the Company acquired the real property and improvements comprising a 100% interest in the Southern Hills Retirement Center, a skilled nursing facility located in Tulsa, Oklahoma |
Acquisition of Interest in Limestone Assisted Living | ' |
Subsequent Event, Date | 5-Mar-14 |
Subsequent Event, Description | 'the Company consummated a Membership Interest Purchase Agreement providing for the purchase from Connie Brogdon, spouse of Christopher Brodgon, President and Director of the Company, for nominal consideration ($10) a 25% membership interest in Limestone Assisted Living, LLC (“Limestone LLC”) |
Declaration of Cash Dividend on Common Stock | ' |
Subsequent Event, Date | 2-Apr-14 |
Subsequent Event, Description | 'the Board of Directors announced that the Company had declared a cash dividend of $0.01 for every share of common stock on record as of April 30, 2014. |
Exercise of Warrants | ' |
Subsequent Event, Description | 'In April 2014, the Company issued an aggregate of 114,000 shares of common stock pursuant to the exercise of outstanding Class A Warrants at $.50 per share and issued an additional 48,020 shares of common stock pursuant to the exercise of outstanding Class B Warrants at $.75 per share. |