# Chiron Real Estate Inc.: Form 10-Q for the period ended Sep 30, 2023

- Company: [Chiron Real Estate Inc.](/companies/xrn.md) (CIK 1533615)
- Form: 10-Q
- Filed: 2023-11-07
- Accepted by EDGAR: Nov 7, 2023, 16:05 ET
- Period: 2023-09-30
- Accession: 0001558370-23-017988
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1533615/000155837023017988/gmre-20230930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1533615/000155837023017988/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $35.5m | us-gaap:Revenues |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $108.1m | us-gaap:Revenues |
| Interest expense | 3 months, 2023-07-01 to 2023-09-30 | $7.2m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-01-01 to 2023-09-30 | $23.9m | us-gaap:InterestExpense |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | $4.8m | us-gaap:ProfitLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | $21.2m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2023-07-01 to 2023-09-30 | $0.05 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-01 to 2023-09-30 | $0.24 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-01 to 2023-09-30 | $0.05 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-01 to 2023-09-30 | $0.24 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-01 to 2023-09-30 | 65,565,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-01-01 to 2023-09-30 | 65,545,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | $50.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2023-01-01 to 2023-09-30 | $4.4m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2023-09-30 | $1.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2023-09-30 | $1.30bn | us-gaap:Assets |
| Total liabilities | at 2023-09-30 | $668.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2023-09-30 | $611.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 57,154 characters.

*The following discussion should be read in conjunction with our financial statements, including the notes to those financial statements, included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). Some of the comments we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain risk factors may cause actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, that was filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on March 1, 2023. Unless otherwise indicated, all dollar and share amounts in the following discussion are presented in thousands.*

### Special Note Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our trends, liquidity, capital resources, and the healthcare industry and the healthcare real estate markets and opportunity, among others, contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

- difficulties in identifying healthcare facilities to acquire (due to increased cost of capital, competition or otherwise) and completing such acquisitions;
- defaults on or non-renewal of leases by tenants;
- our ability to collect rents;
- increases in interest rates and increased operating costs;
- macroeconomic and geopolitical factors, including, but not limited to, inflationary pressures, interest rate volatility, distress in the banking sector, global supply chain disruptions and ongoing geopolitical conflicts and war;
- the effects of the ongoing coronavirus (“COVID-19”) epidemic (including any related variants of the COVID-19 virus such as the Delta variant, Omicron variant, or others), which are highly uncertain, cannot be predicted and will depend upon future developments, including the severity of COVID-19, the duration of the outbreak and potential resurgences, plateaued or stagnant vaccination and booster rates, adequate testing and treatments and the prevalence of widespread immunity to COVID-19;
- our ability to satisfy the covenants in our existing and any future debt agreements;
- decreased rental rates or increased vacancy rates, including expected rent levels on acquired properties;
- adverse economic or real estate conditions or developments, either nationally or in the markets in which our facilities are located;
- our failure to generate sufficient cash flows to service our outstanding obligations;
- our ability to satisfy our short and long-term liquidity requirements;
- our ability to deploy the debt and equity capital we raise;
- our ability to hedge our interest rate risk;
- our ability to raise additional equity and debt capital on terms that are attractive or at all;
- our ability to make distributions on shares of our common and preferred stock or to redeem our preferred stock;
- expectations regarding the timing and/or completion of any acquisition;
- expectations regarding the timing and/or completion of dispositions, and the expected use of proceeds therefrom;
- general volatility of the market price of our common and preferred stock;
- changes in our business or our investment or financing strategy;
- our dependence upon key personnel, whose continued service is not guaranteed;
- our ability to identify, hire and retain highly qualified personnel in the future;
- the degree and nature of our competition;
- changes in healthcare laws, governmental regulations, tax laws and similar matters;
- changes in current healthcare and healthcare real estate trends;
- changes in expected trends in Medicare, Medicaid and commercial insurance reimbursement trends;
- competition for investment opportunities;
- our failure to successfully integrate acquired healthcare facilities;
- our expected capital and tenant improvement expenditures;
- changes in accounting policies generally accepted in the United States of America (“GAAP”);
- lack of, or insufficient amounts of, insurance;
- other factors affecting the real estate industry generally;
- changes in the tax treatment of our distributions;
- our failure to maintain our qualification as a REIT for U.S. federal income tax purposes;
- our ability to qualify for the safe harbor from the “100% Prohibited Transactions Tax” under the REIT rules with respect to our property dispositions; and
- limitations imposed on our business due to, and our ability to satisfy, complex rules relating to REIT qualification for U.S. federal income tax purposes.

See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.

### Objective of MD&A

Management’s Discussion and Analysis (“MD&A”) is a narrative explanation of the financial statements and other statistical data that we believe will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations.

The objectives of MD&A are:

a. To provide a narrative explanation of our financial statements that enables investors to see the Company from management’s perspective;

b. To enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

c. To provide information about the quality of, and potential variability of, our earnings and cash flow so that investors can ascertain the likelihood that past performance is indicative of future performance.

### Overview

Global Medical REIT Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that owns and acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary named Global Medical REIT L.P. (the “Operating Partnership”). Our wholly owned subsidiary, Global Medical REIT GP LLC, is the sole general partner of our Operating Partnership and, as of September 30, 2023, we owned 92.91% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 7.09% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.

Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Second Amended and Restated Credit Facility (the “Credit Facility”), and stock issuances.

### Business Overview and Strategy

Our business strategy is to invest in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof. We believe this strategy allows us to attain our goals of providing stockholders with (i) reliable dividends and (ii) stock price appreciation. To implement this strategy, we seek to invest:

- in medical office buildings and other de-centralized components of the healthcare delivery system because we believe that healthcare delivery trends in the U.S. are increasingly moving away from centralized hospital locations;
- in small to mid-sized healthcare facilities located in secondary markets and suburbs of primary markets and that provide services needed for an aging population, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology, oncology treatment and orthopedics. We believe these facilities and markets are typically overlooked by larger REITs and other healthcare investors but contain tenant credit profiles that are like those of larger, more expensive facilities in primary markets; and
- to a lesser extent, in opportunistic acquisitions, including (i) certain acute-care hospitals and long-term acute care facilities (LTACs) that we believe provide premium, risk-adjusted returns, (ii) health system corporate office and administrative buildings, which we believe will help us develop relationships with larger health systems and (iii) behavioral and mental health facilities that are operated by national or regional operators and are located in markets that demonstrate a need for such services.

Most of our healthcare facilities are leased to single-tenants under triple-net leases. As we continue to grow our portfolio and the competition for single-tenant, triple-net leased properties has intensified, we have added to our portfolio some multi-tenant properties with gross lease or modified gross lease structures.

### Corporate Sustainability and Social Responsibility

Our business values integrate environmental sustainability, social responsibility, and strong governance practices throughout our Company.

Our Board of Directors (the “Board”) continues to lead our environmental, social and governance (“ESG”) efforts through a standing ESG committee. The primary purpose of the ESG committee is to assist the Board in fulfilling its responsibilities to provide oversight and support of our commitment to ESG matters by overseeing: (1) our general ESG strategy and policies as set by our management, (2) communications with our employees, investors, and other stakeholders with respect to ESG matters, (3) developments relating to, and improving our understanding of, ESG matters, (4) our compliance with certain ESG-related legal and regulatory requirements, and (5) coordination with our other Board committees on ESG matters of common import.

In June 2023, we released our second Corporate Social Responsibility Report, which detailed our progress and areas of focus in the ESG realm. The contents of our Corporate Social Responsibility Report are not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC.

Our commitment to employee engagement remains a high-priority, as we continue to make accommodations for health, safety, and work-life balance, including at our headquarters which is LEED platinum certified and includes a fitness center, café and roof-top lounge.

### Climate Change Risk

We take climate change and the risks associated with climate change seriously, including both physical and transitional risks. We utilize software to help us identify and measure the potential climate risk exposure for our properties. The software analysis summarizes the climate change-related risks, groups them by onset potential and identifies opportunities for risk mitigation. We prioritize energy efficiency and sustainability when evaluating investment opportunities and have begun to monitor our portfolio for climate risk factors. We utilize utility and energy audits that are performed by third-party engineering consultants during the due diligence phase of our acquisitions. The energy consumption data that we collect is used to assess our facilities’ carbon emission levels. Capturing and tracking this information may help inform future mitigation and remediation efforts when possible. To that end, we continue to explore ways to mitigate climate risk, should it be present, in our acquisition strategy, as well as ways to contribute to the reduction of climate impact through proactive asset management that looks for ways to incorporate renewable energy resources and energy utilization reduction.

We stand with our communities, tenants, and stockholders in supporting meaningful solutions that address this global challenge and contribute to the sustainability of our business objectives.

### Impact of Increased Interest Rates and Inflation

After many years of low inflation, the U.S. inflation rate increased substantially during 2022 and has remained elevated in 2023. In response to elevated inflation, the U.S. Federal Reserve (the “Fed”) increased the target range for the Federal Funds Rate from 0.25% – 0.50% in the first quarter of 2022 to 5.25% – 5.50% as of June 2023. As of the Fed’s most recent meetings in September and November 2023, due primarily to a continued high rate of inflation as well as positive U.S. economic performance, the Fed maintained the target range for the Federal Funds Rate of 5.25% – 5.50%. Many market participants had anticipated that the high trajectory of interest rates during 2022 and throughout 2023 would lead to an economic recession towards the end of 2023 that would have caused the Fed to begin lowering the Federal Funds Rate. However, certain components of the U.S. economy have outperformed expectations and inflation continues to remain higher than the Fed’s target rate, which has caused the Fed to take a “wait-and-see” approach to monetary policy rather than beginning a process of lowering the Federal Funds Rate. The increase in the Federal Funds Rate, along with other actions taken by the Fed, had a ripple effect on other benchmark interest rates, including one-month term Secured Overnight Financing Rate (“SOFR”), which is the reference rate for our indebtedness under our Credit Facility. From the beginning of July 2023 through November 6, 2023, one-month term SOFR has increased from 5.06% to 5.32%, and the current forward curve anticipates that rates will be higher for a longer period of time than previous expectations. Such elevated SOFR results in higher interest costs on our floating rate borrowings, which negatively effects our operating profits and contributes to the delay in our ability to grow our investment portfolio.

Additionally, as most of our leases are triple-net leases, we are somewhat insulated from the effects of inflation on our operating expenses. However, due to the longer-term nature of our leases, we are not able to quickly increase rents to offset fully the effects of increased interest rates and inflation on our interest expense and other costs. Also, we may not be able to renew expiring leases at lease rates that reflect increases in inflation.

### Continuing Impact of COVID-19

The COVID-19 epidemic has affected the healthcare industry in many ways. Many stories exist about U.S. healthcare workers, especially nurses, experiencing burnout due to the length and severity of the epidemic, and this has caused many nurses and other medical professionals to switch jobs within the medical profession or quit the profession altogether. This phenomenon has led to material increases in labor costs for healthcare systems, especially hospital systems, as some employers have had to rely on higher cost contract nursing labor to sustain their businesses. This increase in labor costs, among various other factors, contributed to the rapid increase in inflation during 2022, which remained elevated through the third quarter of 2023.

Furthermore, the continued spread of variants and subvariants of COVID-19 in the U.S. has prolonged the COVID-19 epidemic, which could continue to disrupt our operations and the operations of our tenants and third-party service providers.

### Executive Summary

The following table summarizes the primary changes in our business and operations during the periods presented.

*(in thousands, except per share and unit amounts)*

| ​ ​ ​ ​ | ​ ​ | ​ ​ Three Months Ended September 30, 2023 | ​ ​ | ​ ​ 2022 | ​ | ​ ​ Nine Months Ended September 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Rental revenue | ​ | $35,487 | ​ | $35,347 | ​ | $108,003 | ​ | $100,877 |
| Depreciation and amortization expense | ​ | $14,195 | ​ | $14,415 | ​ | $43,890 | ​ | $41,630 |
| Interest expense | ​ | $7,170 | ​ | $6,963 | ​ | $23,909 | ​ | $17,166 |
| General and administrative expense | ​ | $4,367 | ​ | $3,961 | ​ | $12,633 | ​ | $12,494 |
| Gain on sale of investment properties | ​ | $2,289 | ​ | $6,753 | ​ | $15,560 | ​ | $6,753 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net income attributable to common stockholders per share | ​ | $0.05 | ​ | $0.12 | ​ | $0.24 | ​ | $0.20 |
| FFO per share and unit(1) | ​ | $0.22 | ​ | $0.23 | ​ | $0.64 | ​ | $0.70 |
| AFFO per share and unit(1) | ​ | $0.23 | ​ | $0.25 | ​ | $0.69 | ​ | $0.74 |
| Dividends per share of common stock | ​ | $0.21 | ​ | $0.21 | ​ | $0.63 | ​ | $0.63 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Weighted average common stock outstanding | ​ | ​ 65,565 | ​ | ​ 65,518 | ​ | 65,545 | ​ | 65,443 |
| Weighted average OP Units outstanding | ​ | ​ 2,244 | ​ | ​ 1,668 | ​ | 2,020 | ​ | 1,669 |
| Weighted average LTIP Units outstanding | ​ | ​ 2,757 | ​ | ​ 2,539 | ​ | 2,697 | ​ | 2,442 |
| Total weighted average shares and units outstanding | ​ | ​ 70,566 | ​ | ​ 69,725 | ​ | 70,262 | ​ | 69,554 |

(1) See “—Non-GAAP Financial Measures,” for a description of our non-GAAP financial measures and a reconciliation of our non-GAAP financial measures.

*(dollars in thousands)*

| ​ ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ As of September 30, ​ 2023 | ​ ​ ​ December 31, 2022 |
| --- | --- | ---: | ---: |
| Investment in real estate, gross | ​ | $1,425,006 ​ | $1,484,177 ​ |
| Total debt, net | ​ | $617,606 ​ | $694,119 ​ |
| Weighted average interest rate | ​ | 3.78% | 4.20% |
| Total equity (including noncontrolling interest) | ​ | $633,648 ​ | $649,065 ​ |
| Net leasable square feet | ​ | 4,747,336 ​ | 4,895,635 ​ |

### Our Properties

### Completed Acquisitions

During the nine months ended September 30, 2023 we completed one acquisition encompassing 18,698 leasable square feet for a contractual purchase price of $6.7 million with annualized base rent of $0.5 million. We funded this acquisition primarily through the issuance of OP Units to the seller. As of September 30, 2023, our portfolio consisted of gross investment in real estate of $1.4 billion, with an aggregate of 4.7 million leasable square feet and an aggregate $111.4 million of annualized base rent.

### Completed Property Dispositions

During the nine months ended September 30, 2023, the Company completed three dispositions that generated aggregate gross proceeds of $80.5 million, resulting in an aggregate gain of $15.6 million.

### Capital Raising Activity

In March 2022, the Company and the Operating Partnership entered into a Sales Agreement with certain sales agents, pursuant to which we may offer and sell, from time to time, up to $300 million of our common stock (the “ATM Program”). No shares were sold under the ATM Program during the nine months ended September 30, 2023.

### Debt Activity

During the nine months ended September 30, 2023, we borrowed $38.1 million under the Credit Facility and repaid $115.4 million, for a net amount repaid of $77.3 million. During the nine months ended September 30, 2022, we borrowed $127.1 million under the Credit Facility and repaid $5.0 million, for a net amount borrowed of $122.1 million. As of September 30, 2023, the net outstanding Credit Facility balance was $560.8 million and as of November 6, 2023, we had unutilized borrowing capacity under the Revolver of $317.6 million.

### Trends Which May Influence Our Results of Operations

We believe the following trends may positively impact our results of operations:

- *An aging population*. According to the 2020 U.S. Census, the nation’s 65-and-older population has grown rapidly since 2010, driven by the aging of Baby Boomers born between 1946 and 1964. The 65-and-older population grew by over a third during the past decade, and by 3.2% from 2018 to 2019. We believe this segment of the U.S. population will utilize many of the services provided at our healthcare facilities such as orthopedics, cardiac, gastroenterology and rehabilitation.
- *A continuing shift towards outpatient care*. According to the American Hospital Association, patients are demanding more outpatient operations. We believe this shift in patient preference from inpatient to outpatient facilities will benefit our tenants as most of our properties consist of outpatient facilities.
- *Physician practice group and hospital consolidation*. We believe the trend towards physician group consolidation will serve to strengthen the credit quality of our tenants if our tenants merge or are consolidated with larger health systems.

We believe the following trends may negatively impact our results of operations:

- *Increased interest rate and inflation environment and cost of capital.* Due to components of the U.S. economy outperforming and persistently high inflation, the Fed has maintained the Federal Funds Rate at 5.25% to 5.50% during a period when many were expecting the Fed to begin lowering the Federal Funds Rate. Due to this interest rate environment, term SOFR, which is the reference rate for our floating rate debt, is not expected to reach its peak rate of 5.39% until February 2024 (based on the term SOFR forward curve as of November 1, 2023) as opposed to November 2023 (which was the projected peak rate time based on the SOFR forward curve as of August 2, 2023).

Continued elevated inflation and interest rates have contributed to a continued lull in the common stock prices of many REITs, including the price of the Company’s common stock. A continued low stock price and elevated interest rates have caused the Company’s cost of capital to remain elevated, which, in turn, has significantly reduced the ability to acquire assets that meet the Company’s investment requirements.

- *Continuation of the COVID-19 epidemic*. The COVID-19 epidemic has affected the healthcare industry in many ways. Many stories exist about U.S. healthcare workers, especially nurses, experiencing burnout due to the length and severity of the epidemic, and this has caused many nurses and other medical professionals to switch jobs within the medical profession or quit their professions altogether. This phenomenon has led to material increases in labor costs for healthcare systems, especially hospital systems, as some employers have had to rely on higher costing contract nursing labor to sustain their businesses. The increase in labor costs, among various other factors, contributed to the rapid increase in inflation during 2022 and remained elevated through the third quarter of 2023. Furthermore, the continued spread of variants and subvariants of COVID-19 in the U.S. has prolonged the COVID-19 epidemic.
- *Changes in third party reimbursement methods and policies*. The price of healthcare services has been increasing, and, as a result, we believe that third-party payors, such as Medicare and commercial insurance companies, will continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans. Additionally, many employer-based insurance plans continue to increase the percentage of insurance premiums for which covered individuals are responsible, which makes healthcare services more expensive for individuals. We expect these trends will only be exacerbated by the COVID-19 epidemic, as medical expenditures increased significantly during the epidemic. If these trends continue, our tenants’ businesses will continue to be negatively affected, which may impact their ability to pay rent to us.

### Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 1, 2023, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.

### Consolidated Results of Operations

The major factors that resulted in differences in our financial results for the three and nine months ended September 30, 2023, compared to the same periods in 2022, were higher interest rates, significantly lower acquisition activity and increased disposition activity. Regarding acquisitions, we completed one acquisition for a contractual purchase price of $6.7 million during the current nine month period compared to 14 completed acquisitions for an aggregate contractual purchase price of $148.9 million in the comparable prior year period. Regarding dispositions, we had three property dispositions during the current nine month period that generated aggregate gross proceeds of $80.5 million compared to one property disposition in the comparable prior year period that generated gross proceeds of $17.9 million. Our total investment in real estate, net of accumulated depreciation and amortization, was $1.2 billion as of September 30, 2023 compared to $1.3 billion as of September 30, 2022.

### Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

*(in thousands)*

| ​ ​ ​ ​ Revenue | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2023 ​ | ​ | ​ ​ 2022 ​ | ​ ​ ​ | ​ ​ ​ ​ $ Change ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Rental revenue | ​ | $35,487 | ​ | $35,347 | ​ | $140 |
| Other income | ​ | 20 | ​ | 59 | ​ | (39) |
| Total revenue | ​ | 35,507 | ​ | 35,406 | ​ | 101 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Expenses** | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ |
| General and administrative | ​ | 4,367 | ​ | 3,961 | ​ | 406 |
| Operating expenses | ​ | 7,231 | ​ | 6,679 | ​ | 552 |
| Depreciation expense | ​ | 10,100 | ​ | 10,128 | ​ | (28) |
| Amortization expense | ​ | 4,095 | ​ | 4,287 | ​ | (192) |
| Interest expense | ​ | 7,170 | ​ | 6,963 | ​ | 207 |
| Preacquisition expense | ​ | — | ​ | 112 | ​ | (112) |
| Total expenses | ​ | 32,963 | ​ | 32,130 | ​ | 833 |
| Income before gain from sale of investment properties | ​ | ​ 2,544 | ​ | ​ 3,276 | ​ | ​ (732) |
| Gain on sale of investment properties | ​ | ​ 2,289 | ​ | ​ 6,753 | ​ | ​ (4,464) |
| Net income | ​ | $4,833 | ​ | $10,029 | ​ | $(5,196) |

### Revenue

### Total Revenue

Total revenue for the three months ended September 30, 2023 was $35.5 million, compared to $35.4 million for the same period in 2022, an increase of $0.1 million. The increase resulted primarily from the recognition of a full three months of rental revenue in the three months ended September 30, 2023 from acquisitions that were completed during the three months ended September 30, 2022, partially offset by the impact of property dispositions. Within that increase, $5.3 million in revenue was recognized from net lease expense recoveries during the three months ended September 30, 2023, compared to $5.0 million for the same period in 2022.

### Expenses

### General and Administrative

General and administrative expenses for the three months ended September 30, 2023 were $4.4 million, compared to $4.0 million for the same period in 2022, an increase of $0.4 million. The increase resulted from an increase in non-cash LTIP compensation expense, which was $1.2 million for the three months ended September 30, 2023, compared to $1.0 million for the same period in 2022, and an increase in cash compensation and general corporate expenses.

### Operating Expenses

Operating expenses for the three months ended September 30, 2023 were $7.2 million, compared to $6.7 million for the same period in 2022, an increase of $0.5 million. The increase resulted primarily from $5.3 million of recoverable property operating expenses incurred during the three months ended September 30, 2023, compared to $5.0 million for the same period in 2022. In addition, our operating expenses included $1.4 million of property operating expenses from gross leases for the three months ended September 30, 2023 and 2022.

### Depreciation Expense

Depreciation expense for the three months ended September 30, 2023 and 2022 was $10.1 million. The recognition of a full three months of depreciation expense in the three months ended September 30, 2023 from acquisitions that were completed during the three months ended September 30, 2022 was offset by the impact of property dispositions.

### Amortization Expense

Amortization expense for the three months ended September 30, 2023 was $4.1 million, compared to $4.3 million for the same period in 2022, a decrease of $0.2 million. The decrease resulted primarily from the impact of property dispositions, partially offset by the recognition of a full three months of amortization expense in the three months ended September 30, 2023 from acquisitions that were completed during the three months ended September 30, 2022.

### Interest Expense

Interest expense for the three months ended September 30, 2023 was $7.2 million, compared to $7.0 million for the same period in 2022, an increase of $0.2 million. This increase was due to higher interest rates during the three months ended September 30, 2023, compared to the same period in 2022.

The weighted average interest rate of our debt for the three months ended September 30, 2023 was 3.98% compared to 3.65% for the same period in 2022. Additionally, the weighted average interest rate and term of our debt was 3.78% and 3.1 years at September 30, 2023.

### Income Before Gain on Sale of Investment Properties

Income before gain on sale of investment properties for the three months ended September 30, 2023 was $2.5 million, compared to $3.3 million for the same period in 2022, a decrease of $0.8 million.

### Gain on Sale of Investment Properties

In August 2023, we sold a medical office building located in North Charleston, South Carolina receiving gross proceeds of $10.1 million, resulting in a gain of $2.3 million.

In July 2022, we sold a medical office building located in Germantown, Tennessee receiving gross proceeds of $17.9 million, resulting in a gain of $6.8 million.

### Net Income

Net income for the three months ended September 30, 2023 was $4.8 million, compared to $10.0 million for the same period in 2022, a decrease of $5.2 million.

### Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

*(in thousands)*

| ​ ​ ​ ​ Revenue | ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2023 ​ | ​ ​ | ​ ​ 2022 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ $ Change ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Rental revenue | ​ | $108,003 | ​ | $100,877 | ​ | $7,126 |
| Other income | ​ | 85 | ​ | 100 | ​ | (15) |
| Total revenue | ​ | 108,088 | ​ | 100,977 | ​ | 7,111 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Expenses** | ​ |  | ​ |  | ​ |  |
| General and administrative | ​ | 12,633 | ​ | 12,494 | ​ | 139 |
| Operating expenses | ​ | 21,989 | ​ | 18,050 | ​ | 3,939 |
| Depreciation expense | ​ | 31,062 | ​ | 29,428 | ​ | 1,634 |
| Amortization expense | ​ | 12,828 | ​ | 12,202 | ​ | 626 |
| Interest expense | ​ | 23,909 | ​ | 17,166 | ​ | 6,743 |
| Preacquisition expense | ​ | 44 | ​ | 242 | ​ | (198) |
| Total expenses | ​ | 102,465 | ​ | 89,582 | ​ | 12,883 |
| Income before gain from sale of investment properties | ​ | ​ 5,623 | ​ | ​ 11,395 | ​ | ​ (5,772) |
| Gain on sale of investment properties | ​ | ​ 15,560 | ​ | ​ 6,753 | ​ | ​ 8,807 |
| Net income | ​ | $21,183 | ​ | $18,148 | ​ | $3,035 |

### Revenue

### Total Revenue

Total revenue for the nine months ended September 30, 2023 was $108.1 million, compared to $101.0 million for the same period in 2022, an increase of $7.1 million. The increase resulted primarily from the recognition of a full nine months of rental revenue in the nine months ended September 30, 2023 from acquisitions that were completed during the nine months ended September 30, 2022, partially offset by the impact of property dispositions. Within that increase, $15.5 million in revenue was recognized from net lease expense recoveries during the nine months ended September 30, 2023, compared to $13.4 million for the same period in 2022.

### Expenses

### General and Administrative

General and administrative expenses for the nine months ended September 30, 2023 were $12.6 million, compared to $12.5 million for the same period in 2022, an increase of $0.1 million. The increase resulted from an increase in cash compensation costs and general corporate expenses, partially offset by a reduction in non-cash LTIP compensation expense, which was $3.0 million for the nine months ended September 30, 2023, compared to $3.6 million for the same period in 2022.

### Operating Expenses

Operating expenses for the nine months ended September 30, 2023 were $22.0 million, compared to $18.1 million for the same period in 2022, an increase of $3.9 million. The increase resulted primarily from $15.5 million of recoverable property operating expenses incurred during the nine months ended September 30, 2023, compared to $13.4 million for the same period in 2022. In addition, our operating expenses included $4.5 million of property operating expenses from gross leases for the nine months ended September 30, 2023, compared to $3.3 million for the same period in 2022.

### Depreciation Expense

Depreciation expense for the nine months ended September 30, 2023 was $31.1 million, compared to $29.4 million for the same period in 2022, an increase of $1.7 million. The increase resulted primarily from the recognition of a full nine months of depreciation expense in the nine months ended September 30, 2023 from acquisitions that were completed during the nine months ended September 30, 2022, partially offset by the impact of property dispositions.

### Amortization Expense

Amortization expense for the nine months ended September 30, 2023 was $12.8 million, compared to $12.2 million for the same period in 2022, an increase of $0.6 million. The increase resulted primarily from the recognition of a full nine months of amortization expense in the nine months ended September 30, 2023 from acquisitions that were completed during the nine months ended September 30, 2022, partially offset by the impact of property dispositions.

### Interest Expense

Interest expense for the nine months ended September 30, 2023 was $23.9 million, compared to $17.2 million for the same period in 2022, an increase of $6.7 million. This increase was due to higher average borrowings as well as increased interest rates during the nine months ended September 30, 2023, compared to the same period in 2022.

The weighted average interest rate of our debt for the nine months ended September 30, 2023 was 4.22% compared to 3.18% for the same period in 2022. Additionally, the weighted average interest rate and term of our debt was 3.78% and 3.1 years at September 30, 2023.

### Income Before Gain on Sale of Investment Properties

Income before gain on sale of investment properties for the nine months ended September 30, 2023 was $5.6 million, compared to $11.4 million for the same period in 2022, a decrease of $5.8 million.

### Gain on Sale of Investment Properties

During the nine months ended September 30, 2023, we completed three dispositions. In August 2023, we sold a medical office building located in North Charleston, South Carolina receiving gross proceeds of $10.1 million, resulting in a gain of $2.3 million. In June 2023, we sold a portfolio of four medical office buildings located in Oklahoma City, Oklahoma receiving gross proceeds of $66.0 million, resulting in a gain of $12.8 million. In March 2023, we sold a medical office building located in Jacksonville, Florida receiving gross proceeds of $4.4 million, resulting in a gain of $0.5 million.

During the nine months ended September 30, 2022, we sold a medical office building located in Germantown, Tennessee receiving gross proceeds of $17.9 million, resulting in a gain of $6.8 million.

### Net Income

Net income for the nine months ended September 30, 2023 was $21.2 million, compared to $18.1 million for the same period in 2022, an increase of $3.1 million.

### Assets and Liabilities

As of September 30, 2023 and December 31, 2022, our principal assets consisted of investments in real estate, net, of $1.2 billion and $1.3 billion, respectively. We completed one acquisition during the nine months ended September 30, 2023 and sold six medical office buildings through three disposition transactions. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $7.6 million and $14.5 million, as of September 30, 2023 and December 31, 2022, respectively.

The decrease in our cash and cash equivalents and restricted cash balances to $7.6 million as of September 30, 2023, compared to $14.5 million as of December 31, 2022, was primarily due to net repayments on our Credit Facility using funds from our property dispositions, funds used to pay dividends to our common and preferred stockholders and holders of OP Units and LTIP Units, and funds used for capital expenditures on existing real estate investments, partially offset by net proceeds received from the sale of investment properties and net cash provided by operating activities.

The decrease in our total liabilities to $668.9 million as of September 30, 2023 compared to $744.2 million as of December 31, 2022, was primarily the result of lower net borrowings outstanding.

### Liquidity and Capital Resources

### General

Our short-term (up to 12 months) liquidity requirements include:

- Interest expense and scheduled principal payments on outstanding indebtedness;
- General and administrative expenses;
- Property operating expenses;
- Property acquisitions;
- Distributions on our common and preferred stock and OP Units and LTIP Units; and
- Capital and tenant improvements.

In 2023, we are contractually obligated to pay, or have capital commitments for, principal and interest payments on our outstanding debt and ground and operating lease expenses. In addition:

- If we decide to redeem our preferred stock, we would have to pay the liquidation preference of $77.6 million plus accrued dividends, fees and expenses.
- If we decide to defease the Cantor Loan, we would be required to purchase an amount of U.S. Treasury securities equal to the defeasance amount, which as of November 6, 2023 was estimated be $0.4 million in excess of our loan balance, plus accrued interest, fees and expenses. Additionally, in connection with such a defeasance, approximately $8 million of escrow deposits would be returned to us.

Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, and distributions. Beyond 2023, we are contractually obligated to pay, or have capital commitments for, principal and interest payments on our outstanding debt and ground and operating lease expenses.

We expect to satisfy our short and long-term liquidity needs through various internal and external sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and recapitalization transactions.

### Internal Sources of Liquidity

Our primary internal sources of liquidity include cash flow from operations and proceeds from select property dispositions and recapitalization transactions.

### External Sources of Liquidity

Our primary external sources of liquidity include net proceeds received from equity issuances, including the issuance of OP Units in connection with acquisitions of additional properties, and debt financing, including borrowings under our Credit Facility and secured term loans.

### Debt Financing

*Credit Facility.* Our Credit Facility consists of (i) the $350 million Term Loan A, (ii) the $150 million Term Loan B, and (iii) the $400 million Revolver. The Credit Facility also contains a $500 million accordion feature. As of November 6, 2023, we had unutilized borrowing capacity under the Credit Facility of $317.6 million.

The Credit Facility is an unsecured facility with a term of (i) four years (beginning on August 1, 2022) for the Revolver (subject to two, six-month extension options), (ii) five years for Term Loan A (beginning on its origination date of May 3, 2021), and (iii) five years and six months (beginning on August 1, 2022) for Term Loan B.

We are subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of $573 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2022. As of September 30, 2023, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.

*Other Fixed Debt.* We also have $57.2 million in gross notes payable as of September 30, 2023. This debt is comprised of four instruments.

*Hedging Instruments.* We have ten interest rate swaps and three forward-starting interest rate swaps that are used to manage its interest rate risk. A description of these swaps is below:

### Term Loan A Swaps

As of September 30, 2023, six of our interest rate swaps related to Term Loan A. The combined notional value of these swaps is $350 million, with $200 million of the swaps maturing in August 2024 and the remaining $150 million maturing in April 2026. In addition, we have three forward starting interest rate swaps with a combined notional value of $200 million, each with a maturity date of April 2026, that will become effective on the August 2024 maturity date of the existing swaps. Currently, the Term Loan A swaps fix the SOFR component of Term Loan A at a rate of 1.50% through August 2024.From August 2024 to April 2026 the SOFR component of Term Loan A will be fixed at 1.36%.

### Term Loan B Swaps

As of September 30, 2023, four of our interest rate swaps related to Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%.

*Total Fixed Debt*. Our fixed debt totaled $557.2 million on a gross basis at September 30, 2023, with a weighted average interest rate of 3.42% based on our interest rate swaps and at current leverage. The weighted average maturity of our fixed debt was 3.0 years at September 30, 2023. Due to our forward swap structures, the weighted average interest rate on fixed debt outstanding as of September 30, 2023 is expected to improve over the next two years. Weighted average interest rates on the Company’s fixed debt are expected to decrease to approximately 3.35% in 2024, and 3.28% in 2025, based on the Company’s leverage at the end of the third quarter of 2023.

### Cash Flow Information

Net cash provided by operating activities for the nine months ended September 30, 2023 was $50.3 million, compared to $58.2 million for the same period in 2022. The decrease during the 2023 period was primarily due to the decrease in income before gain on sale of investment properties.

Net cash provided by investing activities for the nine months ended September 30, 2023 was $70.7 million, compared to net cash used in investing activities of $135.8 million for the same period in 2022. During the 2023 period less funds were used to complete property acquisitions and we received net proceeds from the sale of investment properties.

Net cash used in financing activities for the nine months ended September 30, 2023 was $127.9 million, compared to net cash provided by financing activities of $78.4 million for the same period in 2022. During the 2023 period we completed no common equity offerings and therefore did not receive any equity offering proceeds and we made net repayments on our Credit Facility.

### Non-GAAP Financial Measures

Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company reports non-GAAP financial measures because these measures are observed by management to also be among the most predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these non-GAAP financial measures. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of those measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

#### Funds from Operations and Adjusted Funds from Operations

Funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO and AFFO to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.

In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

AFFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates AFFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, recurring lease commissions, and other items.

Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis.

A reconciliation of net income to FFO and AFFO for the three and nine months ended September 30, 2023 and 2022 is as follows:

*(unaudited, in thousands except per share and unit amounts)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2023 | ​ | ​ ​ 2022 | ​ | ​ ​ Nine Months Ended September 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| **Net income** | **​** | **$4,833** | **​** | **$10,029** | **​** | **$21,183** | **​** | **$18,148** | **​** |
| Less: Preferred stock dividends | ​ | (1,455) | ​ | (1,455) | ​ | (4,366) | ​ | (4,366) | ​ |
| Depreciation and amortization expense | ​ | ​ 14,161 | ​ | ​ 14,387 | ​ | ​ 43,796 | ​ | ​ 41,547 | ​ |
| Gain on sale of investment properties | ​ | ​ (2,289) | ​ | ​ (6,753) | ​ | ​ (15,560) | ​ | ​ (6,753) | ​ |
| **FFO** | **​** | **$15,250** | ​ | **$16,208** | ​ | **$45,053** | ​ | **$48,576** | ​ |
| Amortization of above market leases, net | ​ | 234 | ​ | 221 | ​ | 812 | ​ | 735 | ​ |
| Straight line deferred rental revenue | ​ | (721) | ​ | (1,018) | ​ | (2,363) | ​ | (3,245) | ​ |
| Stock-based compensation expense | ​ | 1,185 | ​ | 1,039 | ​ | 3,020 | ​ | 3,615 | ​ |
| Amortization of debt issuance costs and other | ​ | 593 | ​ | 571 | ​ | 1,795 | ​ | 1,600 | ​ |
| Preacquisition expense | ​ | — | ​ | 112 | ​ | 44 | ​ | 242 | ​ |
| **AFFO** | **​** | **$16,541** | **​** | **$17,133** | **​** | **$48,361** | **​** | **$51,523** | **​** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Net income attributable to common stockholders per share – basic and diluted** | **​** | **$0.05** | **​** | **$0.12** | **​** | **$0.24** | **​** | **$0.20** | **​** |
| **FFO per share and unit** | **​** | **$0.22** | **​** | **$0.23** | **​** | **$0.64** | **​** | **$0.70** | **​** |
| **AFFO per share and unit** | **​** | **$0.23** | **​** | **$0.25** | **​** | **$0.69** | **​** | **$0.74** | **​** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Weighted Average Shares and Units Outstanding – basic and diluted | ​ | 70,566 | ​ | 69,725 | ​ | 70,262 | ​ | 69,554 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Weighted Average Shares and Units Outstanding:** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Weighted Average Common Shares | ​ | 65,565 | ​ | 65,518 | ​ | ​ 65,545 | ​ | ​ 65,443 | ​ |
| Weighted Average OP Units | ​ | 2,244 | ​ | 1,668 | ​ | ​ 2,020 | ​ | ​ 1,669 | ​ |
| Weighted Average LTIP Units | ​ | 2,757 | ​ | 2,539 | ​ | ​ 2,697 | ​ | ​ 2,442 | ​ |
| Weighted Average Shares and Units Outstanding – basic and diluted | ​ | 70,566 | ​ | 69,725 | ​ | 70,262 | ​ | 69,554 | ​ |

#### Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre and Adjusted EBITDAre)

The Company calculates EBITDA*re* in accordance with standards established by NAREIT and defines EBITDA*re* as net income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on the sale of investment properties, and impairment loss, as applicable. The Company defines Adjusted EBITDA*re* as EBITDA*re* plus non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, preacquisition expense and other normalizing items. Management considers EBITDA*re* and Adjusted EBITDA*re* important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt.

A reconciliation of net income to EBITDA*re* and Adjusted EBITDA*re* for the three and nine months ended September 30, 2023 and 2022 is as follows:

*(unaudited and in thousands)*

| ​ ​ ​ ​ | ​ ​ Three Months Ended September 30, ​ 2023 | ​ | ​ ​ ​ 2022 | ​ ​ ​ | ​ ​ Nine Months Ended September 30, ​ 2023 | ​ | ​ ​ ​ 2022 |
| --- | ---: | --- | --- | --- | --- | --- | --- |
| **Net income** | **$4,833** | **​** | **​** **10,029** | **​** | **​** **21,183** | **​** | **​** **18,148** |
| Interest expense | 7,170 | ​ | ​ 6,963 | ​ | ​ 23,909 | ​ | ​ 17,166 |
| Depreciation and amortization expense | ​ 14,195 | ​ | ​ 14,415 | ​ | ​ 43,890 | ​ | ​ 41,630 |
| Gain on sale of investment properties | ​ (2,289) | ​ | ​ (6,753) | ​ | ​ (15,560) | ​ | ​ (6,753) |
| **EBITDAre** | **$23,909** | **​** | **$24,654** | **​** | **$73,422** | **​** | **$70,191** |
| Stock-based compensation expense | ​ 1,185 | ​ | ​ 1,039 | ​ | ​ 3,020 | ​ | ​ 3,615 |
| Amortization of above market leases, net | 234 | ​ | 221 | ​ | ​ 812 | ​ | ​ 735 |
| Preacquisition expense | — | ​ | 112 | ​ | ​ 44 | ​ | ​ 242 |
| **Adjusted EBITDAre** | **$25,328** | **​** | **$26,026** | **​** | **$77,298** | **​** | **$74,783** |

## Market risk

As filed, 2,548 characters.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business and investment objectives, we expect that the primary market risk to which we will be exposed is interest rate risk.

We may be exposed to the effects of interest rate changes primarily as a result of debt used to acquire healthcare facilities, including borrowings under the Credit Facility. The analysis below presents the sensitivity of the value of our variable rate financial obligations to selected changes in market interest rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.

As of September 30, 2023, we had $68.4 million of unhedged borrowings outstanding under the Revolver (before the netting of unamortized debt issuance costs) that bears interest at a variable rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources” for a detailed discussion of our Credit Facility. At September 30, 2023, SOFR on our outstanding floating-rate borrowings was 5.32%. Assuming no increase in the amount of our variable interest rate debt, if SOFR increased 100 basis points, our cash flow would decrease by approximately $0.7 million annually. Assuming no increase in the amount of our variable rate debt, if SOFR were reduced 100 basis points, our cash flow would increase by approximately $0.7 million annually.

Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or floating rates. See “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Hedging Instruments,”* for a description of our interest rate swaps.

We may enter into additional derivative financial instruments, including interest rate swaps and caps, in order to mitigate our interest rate risk on our future borrowings. We will not enter into derivative transactions for speculative purposes.

In addition to changes in interest rates, the value of our investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants/operators and borrowers, which may affect our ability to refinance our debt if necessary.

## Controls and procedures

As filed, 2,289 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of September 30, 2023 pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

### Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 253 characters.

During the nine months ended September 30, 2023, there were no material changes to the risk factors that were disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023.

Filed Nov 7, 2023.
Source: SEC EDGAR, the filing index for accession 0001558370-23-017988. Last ingested by Listed: Nov 5, 2026, 20:34 ET. No prices; not investment advice.