Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.7.0.1
Subsequent Events
 3 Months Ended
Mar. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
Note 11 – Subsequent Events
 
Summary of Property Acquired Subsequent to the Three Months Ended March 31, 2017
 
Sandusky Facility (One Property)
 
On April 21, 2017 the Company completed the acquisition of one remaining medical property (out of a total portfolio of seven medical properties) for which the Company assumed the original buyer’s interest in an asset purchase agreement effective September 29, 2016, for an allocated purchase price of approximately $1.1 million. The Company funded this acquisition using borrowings from its revolving credit facility. For details related to the completed acquisitions of the six of the seven medical properties on October 7, 2016 and March 10, 2017, respectively, for an aggregate purchase price of $8.9 million, refer to Note 3 – “Property Portfolio.”
 
Registration Statement
 
On April 18, 2017, the Company filed a universal shelf registration statement on Form S-3 with the SEC allowing the Company to offer up $500 million in securities, from time to time, including common stock, preferred shares, and debt securities.
 
Dividend Paid
 
On April 10, 2017, the Company paid the first quarter 2017 dividend that was declared on March 20, 2017, in the amount of $0.20 per share of common stock to stockholders of record as of March 27, 2017. At the same time, the Operating Partnership paid a cash distribution to holders of LTIP units in the amount of $0.20 per unit. The aggregate amount of the dividend and LTIP unit distribution paid was $3,603,485.
  
Appointment of new General Counsel and Secretary; Grant of Equity Awards
 
Effective May 8, 2017, pursuant to action by the Board, Jamie A. Barber was appointed to serve as the Secretary and General Counsel of the Company, to hold such offices until the earlier election and qualification of his successor or until his earlier resignation or removal. In connection with such appointment on May 8, 2017, the Company granted to Mr. Barber the following incentive equity awards under the 2016 Plan:
 
i.
Signing Award. A grant of 5,230 LTIP Units. These LTIP Units will be subject to forfeiture restrictions that will lapse in substantially equal one-third increments on each of the first, second and third anniversaries of the date of grant, subject to Mr. Barber’s continued service as the General Counsel and Secretary of the Company. The Company and Mr. Barber entered into an LTIP Unit Vesting Agreement substantially in the form the Company filed with the SEC in a Current Report on Form 8-K on December 22, 2016.
 
ii.
2017 Annual Performance-Based Award. An annual performance-based equity award under the 2017 Program and the 2016 Plan pursuant to which Mr. Barber will be entitled to receive a number of LTIP Units at the end of the 2017 fiscal year based on a target amount of 5,230 LTIP Units. The actual number of LTIP Units that may be earned by, and issued to, Mr. Barber under the award at the end of the 2017 fiscal year may be more or less than such target amount based on the extent to which the performance goals relating to such award are achieved and subject to the other terms and conditions relating to such award set forth in the Annual Performance-Based LTIP Award Agreement entered into by the Company and Mr. Barber effective May 8, 2017, substantially in the form the Company filed with the SEC in a Current Report on Form 8-K on March 6, 2017 in connection with similar annual performance-based equity awards made on February 28, 2017.
 
iii.
Long-Term Performance-Based Award. A long-term performance-based equity award under the 2017 Program and the 2016 Plan pursuant to which Mr. Barber will be entitled to receive a number of LTIP Units at the end of a three-year performance period concluding on the third anniversary of the date of grant based on a target amount of $80,000. The actual number of LTIP Units that may be earned by, and issued to, Mr. Barber under the award at the end of the three-year performance period may be more or less than such target amount based on the extent to which the performance goals relating to such award are achieved and subject to the other terms and conditions relating to such award. The performance goals and other terms and conditions of the award are set forth in the Long-Term Performance-Based LTIP Award Agreement entered into by the Company and Mr. Barber effective May 8, 2017, substantially in the form the Company filed with the SEC in a Current Report on Form 8-K on March 6, 2017 in connection with similar long-term performance-based equity awards made on February 28, 2017.
 
Reimbursement Agreement
 
Effective May 8, 2017, the Company and the Company’s external advisor (the “Manager”) entered into an agreement pursuant to which, for a period of one year commencing on May 8, 2017, the Company has agreed to reimburse the Manager for $125,000 of the annual salary of Mr. Barber for his service as the General Counsel and Secretary of the Company, such reimbursement to be paid in arrears in 12 equal monthly installments beginning after the end of the month of May 2017 so long as Mr. Barber continues to be primarily dedicated to the Company in his capacity as its General Counsel and Secretary. A copy of this agreement is filed as an exhibit to this Report, and the foregoing summary description is qualified in its entirety by the terms and conditions of such agreement.
 
Removal of Former General Counsel and Secretary; Vesting of Certain Equity Awards and Forfeiture of Certain Equity Awards
 
On May 5, 2017, the Company’s former General Counsel and Secretary. Mr. Conn Flanigan, was removed from those positions and as a result has no further affiliation with the Company. In connection with such removal, and contingent upon Mr. Flanigan signing all applicable release forms and related documents, 15,258 LTIP Units that had previously been granted to Mr. Flanigan that were unvested as of the date of his removal became vested and all forfeiture restrictions with respect such LTIP Units lapsed. In addition, 2,038 of the target annual performance-based LTIP Units awarded to Mr. Flanigan on February 28, 2017, representing a pro rata portion of the total number of target annual performance-based LTIP Units awarded to Mr. Flanigan on February 28, 2017, based on the percentage of the one-year performance period that had elapsed as of the date of his removal, became vested but have not yet been earned or issued since they remain subject to the performance goals set forth in the Annual Performance-Based LTIP Award Agreement entered into by the Company and Mr. Flanigan effective February 28, 2017 as part of the 2017 Program, the form of which was filed with the SEC in a Current Report on Form 8-K on March 6, 2017. The remaining 3,914 of the target annual performance-based LTIP Units awarded to Mr. Flanigan on February 28, 2017 were forfeited. In addition, 635 of the target long-term performance-based LTIP Units awarded to Mr. Flanigan on February 28, 2017, representing a pro rata portion of the total number of target long-term performance-based LTIP Units awarded to Mr. Flanigan on February 28, 2017, based on the percentage of the three-year performance period that had elapsed as of the date of his removal, became vested but have not yet been earned or issued since they remain subject to the performance goals set forth in the Long-Term Performance-Based LTIP Award Agreement entered into by the Company and Mr. Flanigan effective February 28, 2017, the form of which was filed with the SEC in a Current Report on Form 8-K on March 6, 2017. The remaining 9,755 of the target long-term performance-based LTIP Units awarded to Mr. Flanigan on February 28, 2017 were forfeited.