Global Medical REIT Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

Related Party Transactions

12 Months Ended

Dec. 31, 2016

Note 6 Related Party Transactions

Management Agreement

Initial Management Agreement

On November 10, 2014, the Company entered into a management agreement, with an effective date of April 1, 2014, with Inter-American Management LLC (the “Advisor”), a Delaware limited liability company and an affiliate of the Company. ZH International Holdings Limited (formerly known as Heng Fai Enterprises, Ltd.), a Hong Kong limited company that is engaged in real estate development, investments, management and sales, hospitality management and investments and REIT management, is the 85% owner of the Advisor. ZH International Holdings Limited owns ZH USA, LLC, a related party and the Company’s former (pre initial public offering) majority stockholder. Under the terms of this initial management agreement, the Advisor is responsible for designing and implementing the Company’s business strategy and administering its business activities and day-to-day operations. For performing these services, the Company was obligated under the initial management agreement to pay the Advisor a base management fee equal to the greater of (a) 2.0% per annum of the Company’s net asset value (the value of the Company’s assets less the value of the Company’s liabilities), or (b) $30,000 per calendar month. Additionally, in accordance with the terms of the initial management agreement, during the years ended December 31, 2016 and December 31, 2015, the Company expensed $754,000 and $627,000 in acquisition fees that were paid to the Advisor for acquisitions that were completed during each year.

Amended Management Agreement

Upon completion of the Company’s initial public offering on July 1, 2016, the Company and the Advisor entered into an amended and restated management agreement. Certain material terms of the amended and restated management agreement are summarized below:

Term and Termination

The initial term of the amended and restated management agreement will expire on the third anniversary of the closing date of the initial public offering and will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms. If the Company’s board of directors decides to terminate or not renew the amended and restated management agreement, the Company will generally be required to pay the Advisor a termination fee equal to three times the sum of the average annual base management fee and the average annual incentive compensation with respect to the previous eight fiscal quarters ending on the last day of the fiscal quarter prior to termination. Subsequent to the initial term, the Company may terminate the management agreement only under certain circumstances.

Base Management Fee

The Company will pay its advisor a base management fee in an amount equal to: 1.5% of its stockholders’ equity per annum, calculated quarterly for the most recently completed fiscal quarter and payable in quarterly installments in arrears.

For purposes of calculating the base management fee, the Company’s stockholders’ equity means: (a) the sum of (1) the Company stockholders’ equity as of March 31, 2016, (2) the aggregate amount of the conversion price (including interest) for the conversion of the Company’s outstanding convertible debentures into common stock and OP units upon completion of the initial public offering, and (3) the net proceeds from (or equity value assigned to) all issuances of equity and equity equivalent securities (including common stock, common stock equivalents, preferred stock, long-term incentive plan (“LTIP”) units and OP units issued by the Company or the Operating Partnership) in the initial public offering, or in any subsequent offering (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), less (b) any amount that the Company pays to repurchase shares of its common stock or equity securities of the OP. Stockholders’ equity also excludes (1) any unrealized gains and losses and other non-cash items (including depreciation and amortization) that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, and (2) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between the Advisor and its independent directors and approval by a majority of the Company’s independent directors. As a result, the Company’s stockholders’ equity, for purposes of calculating the base management fee, could be greater or less than the amount of stockholders’ equity shown on its financial statements.

The base management fee of the Advisor shall be calculated within 30 days after the end of each quarter and such calculation shall be promptly delivered to the Company. The Company is obligated to pay the quarterly installment of the base management fee calculated for that quarter in cash within five business days after delivery to the Company of the written statement of the Advisor setting forth the computation of the base management fee for such quarter.

Incentive Compensation Fee

The Company will pay its advisor an incentive fee with respect to each calendar quarter (or part thereof that the management agreement is in effect) in arrears. The incentive fee will be an amount, not less than zero, equal to the difference between (1) the product of (x) 20% and (y) the difference between (i) the Company’s AFFO (as defined below) for the previous 12-month period, and (ii) the product of (A) the weighted average of the issue price of equity securities issued in the initial public offering and in future offerings and transactions, multiplied by the weighted average number of all shares of common stock outstanding on a fully-diluted basis (including any restricted stock units, any restricted shares of common stock, OP units, LTIP units, and shares of common stock underlying awards granted under the 2016 Equity Incentive Plan or any future plan in the previous 12-month period, and (B) 8%, and (2) the sum of any incentive fee paid to the Advisor with respect to the first three calendar quarters of such previous 12-month period; provided, however, that no incentive fee is payable with respect to any calendar quarter unless AFFO is greater than zero for the four most recently completed calendar quarters, or the number of completed calendar quarters since the closing date of the offering, whichever is less. For purposes of calculating the incentive fee during the first 12 months after completion of the offering, AFFO will be determined by annualizing the applicable period following completion of the offering.

AFFO is calculated by adjusting the Company’s funds from operations, or FFO, by adding back acquisition and disposition costs, stock based compensation expenses, amortization of deferred financing costs and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of the Company’s properties, and subtracting loss on extinguishment of debt, straight line rent adjustment, recurring tenant improvements, recurring leasing commissions and recurring capital expenditures.

Management Fee Expense Incurred and Accrued Management Fees

For years ended December 31, 2016 and 2015, management fees of $1,434,294 and $360,000, respectively were incurred and expensed by the Company and during those years the Company paid management fees to the Advisor in the amount of $1,443,585 and zero, respectively. As of December 31, 2016 and December 31, 2015, accrued management fees of $620,709 and $630,000, respectively, were due to the Advisor.

Allocated General and Administrative Expenses

In the future, the Company may receive an allocation of general and administrative expenses from the Advisor that are either clearly applicable to or were reasonably allocated to the operations of the properties. There were no allocated general and administrative expenses from the Advisor for the years ended December 31, 2016 and December 31, 2015.

Convertible Debenture, due to Related Party

The Company has received funds from its related party ZH USA, LLC in the form of convertible interest bearing notes (8% per annum, payable in arrears) due on demand unsecured debt, which are classified as “Convertible debenture, due to related party” on the accompanying Consolidated Balance Sheets. The Company may prepay the note at any time, in whole or in part. Additionally, ZH USA, LLC may elect to convert all or a portion of the outstanding principal amount of the note into shares of common stock in an amount equal to the principal amount of the note, together with accrued but unpaid interest, divided by $12.748.

On March 2, 2016, ZH USA, LLC converted $15,000,000 of principal under the Convertible Debenture into 1,176,656 shares of the Company’s then unregistered common stock based on a conversion rate of $12.748 per share.

On June 15, 2016, in anticipation of its initial public offering, the Company entered into a Pay-Off Letter and Conversion Agreement (the “Pay-Off Letter and Conversion Agreement”) with ZH USA, LLC with regards to the Convertible Debentures loaned to the Company. Under the terms of the Pay-Off Letter and Conversion Agreement, upon the closing date of the initial public offering on July 1, 2016, ZH USA, LLC converted $15,030,134 of the principal under the Convertible Debenture into 1,179,019 shares of the Company’s registered common stock based on a conversion rate of $12.748 per share. Additionally, in accordance with the Pay-Off Letter and Conversion Agreement, on July 8, 2016 the Company paid off the remaining principal amount of $10,000,000 outstanding under the Convertible Debentures.

On July 8, 2016, also in accordance with the Pay-Off Letter and Conversion Agreement, the Company paid all accrued interest owed and outstanding on the Convertible Debentures in the amount of $1,716,811. Accrued interest was included in the line item “Accrued Expenses” in the accompanying Consolidated Balance Sheets.

A rollforward of the funding from ZH USA, LLC classified as convertible debenture, due to related party as of December 31, 2016 is as follows:

Balance as of January 1, 2016	$	40,030,134
Conversion of convertible debenture to common shares (March 2, 2016) ^(a)		(15,000,000)
Conversion of convertible debenture to common shares (July 1, 2016) ^(a)		(15,030,134)
Pay-off of remaining principal balance		(10,000,000)
Balance as of December 31, 2016	$	-

(a)

Total amount converted to common shares equals $30,030,134

A rollforward of the funding from ZH USA, LLC classified as convertible debenture, due to majority stockholder as of December 31, 2015 is as follows:

Balance as of January 1, 2015	$	5,446,102
Funds advanced for Tennessee Facilities acquisition		20,900,000
Funds advanced for West Mifflin acquisition		4,545,838
Funds advanced for Plano acquisition (closed post 12.31.15; see Note 11)		9,000,000
Fund advanced to be used for future acquisitions		138,194
Total funded during the year ended December 31, 2015		34,584,032
Balance as of December 31, 2015	$	40,030,134

Interest expense on the Convertible Debentures was $1,242,899 and $581,342 for the years ended December 31, 2016 and December 31, 2015 respectively.

Prior to the conversions and the pay-off of the remaining outstanding principal balance of the Convertible Debentures discussed above, the Company analyzed the conversion option in the convertible debenture for derivative accounting treatment under ASC Topic 815, Derivatives and Hedging, and determined that the instrument does not qualify for derivative accounting. The Company performed an analysis in accordance with ASC Topic 470-20, Debt with Conversion and Other Options, to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does not have a beneficial conversion feature.

Notes Payable to Related Parties

During the year ended December 31, 2016, the Company received total funds in the amount of $450,000 in the form of an interest bearing note payable from a related party. The note incurred interest at 4% per annum and was due on demand. Interest expense incurred on this note was $10,284 for the year ended December 31, 2016. This note was paid in full with a payment of $450,000 during the year ended December 31, 2016.

During the year ended December 31, 2015, the Company received funds in the amount of $382,805 from ZH USA, LLC in the form of a non-interest bearing due on demand note payable. No funds were received from ZH USA, LLC during the year ended December 31, 2016. The balance from this related party loan was $421,000 as of December 31, 2016 and December 31, 2015, respectively, and are classified as “Notes payable to related parties” on the accompanying Consolidated Balance Sheets.

ZH USA, LLC Loan

On June 7, 2016, the Company received an interest free loan from ZH USA, LLC in the principal amount of $1.5 million, which was repaid in full on July 8, 2016, using a portion of the proceeds from the initial public offering.

Due to Related Parties, Net

All related party balances are due on demand and non-interest bearing. A rollforward of the due (to) from related parties balance, net as of December 31, 2016 is as follows:

			Due to				Due (to) from		Total Due (To)
	Due from		Advisor		Due to Advisor		Other Related		From Related
	Advisor		Mgmt. Fees		Other Funds		Party		Parties, Net
Balance as of January 1, 2016	$	178,111		(630,000)		(240,280)		(155,000)		(847,169)
Management fees incurred ^(a)				(1,434,294)						(1,434,294)
Management fees paid to Advisor ^(a)		-		1,443,585		-		-		1,443,585
Funds repaid to Advisor ^(b)		-		-		239,694		-		239,694
Funds repaid to Other Related Party ^(b)		-		-		-		155,000		155,000
Funds loaned to Other Related Party ^(c)								1,384		1,384
Funds repaid by Advisor ^(c)		(178,111)								(178,111)
Funds loaned to ZH USA, LLC ^(c)		-		-		-		39,000		39,000
Balance as of December 31, 2016	$	-		(620,709)		(586)		40,384		(580,911)

(a)

Net amount repaid of $9,291 consists of $1,434,294 in management fee expense incurred, net of $1,443,585 of accrued management fees that were repaid to the Advisor. This is a cash flow operating activity.

(b)

Total amount of $394,694 consists of $239,694 repaid by the Company to the Advisor and $155,000 repaid by the Company to another related party. This is a cash flow financing activity.

(c)

Net amount of $137,727 consists of loan repaid by Advisor in the amount of $178,111, net of $39,000 that the Company loaned to a related party for its general use, and $1,384 in additional funds loaned to related party. This is a cash flow investing activity.

A rollforward of the due (to) from related parties balance, net as of December 31, 2015 is as follows:

			Due to						Total Due (To)
	Due from		Advisor		Due to Advisor		Due to Other		From Related
	Advisor		Mgmt. Fees		Other Funds		Related Party		Parties, Net

Balance as of January 1, 2015	$	42,915		(270,000)		(103,683)		-		(330,768)
Management fees due to Advisor ^(c)		-		(360,000)		-		-		(360,000)
Funds loaned by Advisor ^(a)		-		-		(136,597)		-		(136,597)
Funds loaned to Advisor ^(b)		135,196		-		-		-		135,196
Funds loaned by Other Related Party ^(a)		-		-		-		(155,000)		(155,000)
Balance as of December 31, 2015	$	178,111		(630,000)		(240,280)		(155,000)		(847,169)

(a)

Total funds loaned to the Company of $291,597 were primarily used by the Company for general corporate purposes.

(b)

Funds loaned were used by the Advisor for the Asheville facility acquisition.

(c)

This amount represents a cash flow statement operating activity.