Quarterly report pursuant to Section 13 or 15(d)

Notes Payable Related to Acquisitions

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Notes Payable Related to Acquisitions
9 Months Ended
Sep. 30, 2016
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
Note 4 – Notes Payable Related to Acquisitions
 
Summary of Notes Payable Related to Acquisitions, Net of Debt Discount
 
Effective for the fiscal year ended December 31, 2015, the Company early adopted the provisions of Accounting Standards Update 2015-03 entitled “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires retrospective application. The adoption of ASU 2015-03 represents a change in accounting principle. A detail of the impact of adopting ASU 2015-03 on the Company’s Notes Payable Related to Acquisitions, net of unamortized discount balances, as of September 30, 2016 and December 31, 2015, is as follows:
 
 
 
September 30, 2016
 
December 31, 2015
 
Notes payable related to acquisitions, gross
 
$
41,097,797
 
$
23,788,065
 
Less: Unamortized debt discount
 
 
(1,177,522)
 
 
(302,892)
 
Notes payable related to acquisitions, net
 
$
39,920,275
 
$
23,485,173
 
 
The Company incurred financing costs related to the procurement of the Cantor, Plano, West Mifflin, Asheville, and Omaha loans that are treated as debt discounts.
 
A rollforward of the unamortized debt discount balance as of September 30, 2016 is as follows:
 
Balance as of January 1, 2016, net
 
$
302,892
 
Additions – Plano and Cantor financings
 
 
1,090,079
 
Write-off of Plano financing costs (a)(b)
 
 
(53,280)
 
Debt discount amortization expense(b)
 
 
(162,169)
 
Balance as of September 30, 2016, net
 
$
1,177,522
 
 
(a) As disclosed in Note 3 – “Property Portfolio,” the Plano loan was refinanced with proceeds from the Cantor Loan and accordingly the Plano related deferred financing costs were written off during the nine months ended September 30, 2016 into the “Interest Expense” line item in the accompanying Consolidated Statements of Operations.
(b) Sum equals amortization expense incurred on the debt discount for the nine months ended September 30, 2016 of $215,449.
 
Amortization expense of $62,604 and $215,449 for the three and nine months ended September 30, 2016, respectively, and $30,257 and $89,850 for the three and nine months ended September 30, 2015, respectively, is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations.
 
Cantor Loan
 
On March 31, 2016, through certain of the Company’s subsidiaries, the Company entered into a $32,097,400 portfolio commercial mortgage-backed securities loan (the “Cantor Loan”) with Cantor Commercial Real Estate Lending, LP (“CCRE”). The subsidiaries are GMR Melbourne, LLC, GMR Westland, LLC, GMR Memphis, LLC, and GMR Plano, LLC (“GMR Loan Subsidiaries”). The Cantor Loan has cross-default and cross-collateral terms. The Company used the proceeds of the Cantor Loan to acquire the Marina Towers (Melbourne, FL) and the Surgical Institute of Michigan (Westland, MI) properties and to refinance the Star Medical (Plano, TX) assets by paying off the existing principal amount of the loan with East West bank in the amount of $9,223,500, and the Company granted a security interest in the Gastro One (Memphis, TN) assets.
 
The Cantor Loan has a maturity date of April 6, 2026 and accrues annual interest at 5.22%. The first five years of the term require interest only payments and after that payments will include interest and principal, amortized over a 30-year schedule. Prepayment can only occur within four months prior to the maturity date, except that after the earlier of (a) 2 years after the loan is placed in a securitized mortgage pool, or (ii) May 6, 2020, the Cantor Loan can be fully and partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan.
 
The Company is securing the payment of the Cantor Loan with the assets, including property, facilities, and rents, held by the GMR Loan Subsidiaries and has agreed to guarantee certain customary recourse obligations, including findings of fraud, gross negligence, or breach of environmental covenants by the GMR Loan Subsidiaries. The GMR Loan Subsidiaries will be required to maintain a monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties in the aggregate.
 
No principal payments were made for the nine months ended September 30, 2016. The note balance as of September 30, 2016 was $32,097,400. Interest expense incurred on this note was $428,179 and $851,704 for the three and nine months ended September 30, 2016. No interest expense was incurred on this note for the three and nine months ended September 30, 2015.
 
As of September 30, 2016, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows:
 
2016
 
$
-
 
2017
 
 
-
 
2018
 
 
-
 
2019
 
 
-
 
2020
 
 
-
 
Thereafter
 
 
32,097,400
 
Total
 
$
32,097,400
 
 
West Mifflin Note Payable
 
In order to finance a portion of the purchase price for the West Mifflin facility, on September 25, 2015 the Company entered into a Term Loan and Security Agreement with Capital One to borrow $7,377,500. The note bears interest at 3.72% per annum and all unpaid interest and principal is due on September 25, 2020. Interest is paid in arrears and interest payments begin on November 1, 2015, and on the first day of each calendar month thereafter. Principal payments begin on November 1, 2018 and on the first day of each calendar month thereafter based on an amortization schedule with the principal balance due on the maturity date. The note may not be prepaid in whole or in part prior to September 25, 2017. Thereafter, the Company, at its option, may prepay the note at any time, in whole (but not in part) on at least thirty calendar days but not more than sixty calendar days advance written notice. The note has an early termination fee of two percent if prepaid prior to September 25, 2018. No principal payments were made for the nine months ended September 30, 2016 and the twelve months ended December 31, 2015. The note balance as of September 30, 2016 and December 31, 2015 was $7,377,500. Interest expense incurred on this note was $70,136 and $209,645 for the three and nine months ended September 30, 2016, respectively. No interest expense was incurred on this note for the three and nine months ended September 30, 2015.
 
As of September 30, 2016, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows:
 
2016
 
$
-
 
2017
 
 
-
 
2018
 
 
22,044
 
2019
 
 
136,007
 
2020
 
 
7,219,449
 
Total
 
$
7,377,500
 
 
Asheville Note Payable
 
In order to finance a portion of the purchase price of the Asheville facility, on September 15, 2014 the Company entered into a Promissory Note with the Bank of North Carolina to borrow $1,700,000. The note bears interest on the outstanding principal balance at the simple, fixed interest rate of 4.75% per annum and all unpaid principal and interest is due on February 15, 2017. Commencing on October 15, 2014, the Company made on the 15th of each calendar month until and including March 15, 2015, monthly payments consisting of interest only. Thereafter, commencing on April 15, 2015, the outstanding principal and accrued interest is payable in monthly amortizing payments on the 15th day of each calendar month, until and including January 15, 2017. This note may be prepaid in part or in full at any time and no prepayment penalty will be assessed with respect to any amounts prepaid. The Company made principal payments in the amount of $39,204 and $37,899 for the nine months ended September 30, 2016 and the twelve months ended December 31, 2015, respectively. The note balance as of September 30, 2016 and December 31, 2015 was $1,622,897 and $1,662,101, respectively. Interest expense on this note was $19,799 and $59,667 for the three and nine months ended September 30, 2016, respectively, and $20,433 and $61,101 for the three and nine months ended September 30, 2015, respectively.
 
As of September 30, 2016, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows:
 
2016
 
$
13,515
 
2017
 
 
1,609,382
 
Total
 
$
1,622,897
 
 
Omaha Note Payable
 
In order to finance a portion of the purchase price for the Omaha facility, on June 5, 2014 the Company entered into a Term Loan and Security Agreement with Capital One, National Association to borrow $15,060,000. The loan bears interest at 4.91% per annum and all unpaid interest and principal was due on June 5, 2017 (the “Maturity Date”). Interest was paid in arrears and payments began on August 1, 2014, and were due on the first day of each calendar month thereafter. Principal payments began on January 1, 2015 and were due on the first day of each calendar month thereafter based on an amortization schedule with the principal balance due on the Maturity Date. This note was paid in full on July 11, 2016 using the proceeds from the initial public offering. In accordance with the terms of the note the prepayment resulted in the Company being required to pay an early termination fee in the amount of $301,200 because the note was paid in full prior to its Maturity Date. This fee was also paid on July 11, 2016 and is recorded as “Interest Expense” in the accompanying Consolidated Statements of Operations for the three and nine months ended September 30, 2016. The Company made principal payments in the amount of $14,748,464 and $311,536 for the nine months ended September 30, 2016 and the twelve months ended December 31, 2015, respectively. The note balance as of September 30, 2016 and December 31, 2015 was zero and $14,748,464, respectively. Interest expense on this note was $121,247 and $487,714 for the three and nine months ended September 30, 2016, respectively, (excluding the $301,200 early termination fee disclosed above), and $186,702 and $495,275 for the three and nine months ended September 30, 2015, respectively.