Skip to main content

Global Medical REIT Inc

For the period ended Dec 31, 2024. Filed Feb 28, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 28, 2025

XRN$27.17-5.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Note 1 – Organization

Global Medical REIT Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Global Medical REIT GP LLC, a Delaware limited liability company. As of December 31, 2024, the Company was the 92.6% limited partner of the Operating Partnership, with an aggregate of 7.4% 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 common limited partnership units (“OP Units”). The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “GMRE.” The Company's Series A Preferred Stock is listed on the New York Stock Exchange under the ticker symbol "GMRE PrA."

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its equity investment in an unconsolidated joint venture. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and affiliates of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.

The Company classifies noncontrolling interest as a component of consolidated equity on its Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes. Actual results could differ from those estimates.

Investment in Real Estate

The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification ("ASC") Topic 805 "Business Combinations" ("ASC Topic 805"), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations.

For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally

are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 Inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including pre-acquisition due diligence, and we routinely utilize the assistance of a third-party appraiser.

Valuation of tangible assets:

The fair value of land is determined using the sales comparison approach whereby recent comparable land sales and listings are gathered and summarized. The available market data is analyzed and compared to the land being valued and adjustments are made for dissimilar characteristics such as market conditions, size, and location. The Company estimates the fair value of buildings acquired on an as-if-vacant basis and depreciates the building value over its estimated remaining life. Fair value is primarily based on estimated cash flow projections that utilize discount and/or capitalization rates as well as available market information. The Company determines the fair value of site improvements (non-building improvements that include paving and other) using the cost approach, with a deduction for depreciation, and depreciates the site improvements over their estimated remaining useful lives. Tenant improvements represent fixed improvements to tenant spaces, the fair value of which is estimated using prevailing market tenant improvement allowances. Tenant improvements are amortized over the remaining term of the lease.

Valuation of intangible assets:

In determining the fair value of in-place leases (the avoided cost associated with existing in-place leases) management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes reimbursable (based on market lease terms) real estate taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue during the expected lease-up periods. The values assigned to in-place leases are amortized over the remaining term of the lease.

The fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining term of the respective leases.

Intangible assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of the respective leases.

Revenue Recognition

The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes as a component of rental revenue, “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Consolidated Statements of Operations.

Assets Held for Sale and Sales of Real Estate

The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company

presents the assets and obligations associated with the real estate held for sale separately in its Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of December 31, 2024 or 2023.

Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available.

For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented.

Impairment of Long-Lived Assets

The Company evaluates its real estate assets for impairment at each reporting date or whenever events or circumstances indicate that its carrying amount may not be recoverable. If an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of the asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the difference between the estimated fair value and the carrying amount of the asset.

Cash and Cash Equivalents and Restricted Cash

The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to certain tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Consolidated Statements of Cash Flows:

​​​​​​​
​ · ​ · As of December 31,
​ · 2024 · 2023
Cash and cash equivalents$6,815$1,278
Restricted cash​​2,127​​5,446
Total cash and cash equivalents and restricted cash$8,942$6,724

Tenant Receivables, Net

The tenant receivable balance as of December 31, 2024 and 2023 was $7,424 and $6,762, respectively. The balance as of December 31, 2024 consisted of $2,838 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,014 of tenant reimbursements, $119 for a loan that was made toone of the Company’s tenants, and $453 of miscellaneous receivables. The balance as of December 31, 2023 consisted of $2,062 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,372 of tenant reimbursements, $131 for a loan that was made toone of the Company’s tenants, and $197 of miscellaneous receivables.

Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of December 31, 2024 and 2023, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated.* *

Escrow Deposits

The escrow balance as of December 31, 2024 and 2023 was$711 and$673, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes and insurance.

Deferred Assets

The deferred assets balance as of December 31, 2024 and 2023 was $28,208 and $27,132, respectively. The balance as of December 31, 2024 consisted of $28,009 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $199 of other deferred costs. The balance as of December 31, 2023 consisted of $26,757 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $375 of other deferred costs.

Other Assets

The other assets balance as of December 31, 2024 and 2023 was $22,354 and $15,722, respectively. The balance as of December 31, 2024 consisted of $7,271 for right of use assets, $6,729 in capitalized construction in process costs, $1,451 in prepaid assets, $6,535 in net capitalized leasing commissions, and $368 for net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets. The balance as of December 31, 2023 consisted of $7,627 for right of use assets, $3,346 in capitalized construction in process costs, $1,379 in prepaid assets, $2,894 in net capitalized leasing commissions, and $476 for net capitalized software costs and miscellaneous assets.

Derivative Instruments - Interest Rate Swaps

The derivative asset balance as of December 31, 2024 and 2023 was $18,613 and $25,125, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.

Other Liabilities

The other liabilities balance as of December 31, 2024 and 2023 was $14,191 and $12,770 respectively. The balance as of December 31, 2024 consisted of $7,461 for right of use liabilities and $6,730 of prepaid rent. The balance as of December 31, 2023 consisted of $7,680 for right of use liabilities and $5,090 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities.

Net Income Attributable to Common Stockholders Per Share

The Company uses the treasury stock method to compute diluted net income or loss attributable to common stockholders per share. Basic net income or loss per share of common stock is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income or loss per share of common stock is computed by dividing net income or loss attributable to common stockholders by the sum of the weighted average number of shares of common stock outstanding plus any potential dilutive shares for the period. OP Units and LTIP Units are not reflected in the diluted per share calculation because the exchange of OP Units and LTIP Units into common stock is on a one-for-one basis, and both are allocated net income on a per share basis equal to the common stock. Accordingly, any exchange would not have any effect on diluted net income available to common stockholders per share. The Company considered the requirements of the two-class method when computing earnings per share and determined that there would be no difference in its reported results if that method was utilized.

Debt Issuance Costs

Debt issuance costs include amounts paid to lenders and other third parties to obtain both fixed term and revolving debt and are amortized to interest expense on a straight-line basis over the term of the related debt. Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.

Related Party Disclosures

The Company enters into transactions with affiliated entities, or “related parties,” which are recorded as receivables or payables in the accompanying Consolidated Balance Sheets. Related party disclosures are governed by ASC Topic 850, “Related Party Disclosures.” Refer to Note 6 – “Related Party Transactions” for additional information regarding the Company’s related party transactions.

Stock-Based Compensation

The Company grants LTIP Unit awards, including awards that vest over time and awards that vest based on achievement of specified performance criteria, to its employees and its independent directors. The Company accounts for all awards under ASC Topic 718, "Compensation-Stock Compensation." Refer to Note 7 – “Stock Based Compensation” for additional details.

Depreciation and Amortization Expense

Real estate and related assets are stated net of accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the buildings, which are generally between 20 and 52 years, tenant improvements, which are generally betweenone and 19 years, and site improvements, which are generally between three and 15 years. Values assigned to in-place lease and leasing costs intangible assets are charged as amortization expense using the straight-line method over the remaining term of the respective leases.

Goodwill

As of December 31, 2024 and 2023, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. The Company’s goodwill balance was derived from the management internalization transaction. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company hasone reporting unit.

Goodwill is evaluated for impairment either under a qualitative assessment option or a quantitative approach depending on the facts and circumstances of the reporting unit, consideration of the excess of the reporting unit's fair value over its carrying amount in previous assessments and changes in business environment.

When performing a qualitative assessment, the Company considers factors including, but not limited to, current macroeconomic conditions, industry and market conditions, cost factors, financial performance and other events relevant to the entity or the reporting unit to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the reporting unit's fair value is less than its carrying amount, a quantitative goodwill impairment test is performed.

When performing a quantitative goodwill impairment test, the reporting unit carrying value is compared to its fair value. Goodwill is deemed impaired if, and the impairment loss is recognized for the amount by which, the reporting unit carrying value exceeds its fair value.

Estimating the fair value of a reporting unit requires the exercise of significant judgment and assumptions including judgments about expected future cash flows, weighted-average cost of capital, discount rates and expected long-term growth rates. A significant change to these estimates and assumptions could cause the estimated fair values of our reporting unit to decline and increase the risk of an impairment charge to earnings.

The Company performed a qualitative analysis during the fourth quarter of the current fiscal year and determined that it was more likely than not that the fair value of the reporting unit was in excess of the reporting units carrying value, and as a result, a quantitative step one analysis was not necessary.

Unconsolidated Joint Venture

On December 20, 2024, the Company entered into an agreement to sell certain assets to a newly formed joint venture, GII Global Medical Holdings LLC (the “Joint Venture”), with the Company through its Operating Partnership and Heitman Global Real Estate REIT LLC (“Heitman”) and their subsidiaries. The Company retained an ownership interest of 12.5% in the Joint Venture with Heitman retaining the remaining 87.5% interest.

The Company performed a qualitative analysis, including an evaluation of the Joint Venture's ability to finance its activities without additional subordinated financial support. The Company also considered which equity holder in the Joint Venture, if any, has the power to direct the activities most significant to the Joint Venture’s economic performance, whether the equity holders as a group lack the characteristics of a controlling financial interest, and whether they have the obligation to absorb losses of the Joint Venture or the right to receive benefits from it that could be significant to the Joint Venture. Based on this analysis, the Company determined that the Joint Venture has sufficient equity investment at risk to finance its activities without additional subordinated financial support, and that the Joint Venture’s equity holders are obligated to both absorb expected losses and receive expected returns.

The Company further concluded that the Joint Venture is structured with substantive voting rights, such that the decisions that most significantly affect the Joint Venture's economic outcome are made relative to the ownership interests of the equity holders. Therefore, the Company determined that the entity should be accounted for under the voting interest model.

Heitman, through its voting interest, controls the entity. Accordingly, the Company accounts for its interest in the Joint Venture using the equity method of accounting. Under the equity method, the Company initially recorded the investment at cost and subsequently adjusts the investment for the Company’s share of the equity in earnings or losses, as well as for any cash contributions and distributions.

The Company’s net equity investment in the unconsolidated Joint Venture is included in the "Investment in unconsolidated joint venture" line item on the Company’s Consolidated Balance Sheets. The Company’s share of net income or loss from the Joint Venture is included in the "Equity loss from unconsolidated joint venture" line item on the Company’s Consolidated Statements of Operations. The Company uses the cumulative earnings approach to determine the cash flow presentation of distributions from the unconsolidated joint venture. Under this approach, distributions up to the amount of cumulative equity in earnings recognized are classified as cash inflows from operating activities, while distributions in excess of that amount are classified as cash inflows from investing activities. Refer to Note 3 – “Property Portfolio” for additional details regarding the Company’s investment in the Joint Venture.

Impairment of Investment in Unconsolidated Joint Venture

During the Company’s ownership of properties that are held in the Joint Venture and accounted for under the equity method and considered unconsolidated entities, the Company recognizes an impairment loss when circumstances indicate that a decrease in the value of an equity method investment has occurred and that it is other than temporary. This determination requires significant judgment.

To assess whether the impairment loss is other than temporary, the Company considers its ability and intent to hold the investment until its carrying value is fully recovered. The Company evaluates the impairment of its investment in the unconsolidated Joint Venture in accordance with accounting standards for equity investments. First, the Company reviews the investment for indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment exceeds the estimated fair value, the Company assesses whether the impairment is temporary or other than temporary.

In making this assessment, the Company considers the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the Joint Venture, and the Company’s intent and ability to retain the interest long enough for a recovery in market value. If the Company concludes that the impairment is other than temporary, the investment is reduced to its estimated fair value.

Income Taxes

The Company elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. A REIT is generally not subject to U.S. federal income taxes if it can meet many specific requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates, and the Company could not re-elect REIT status until the fifth calendar year after the year in which the failure occurred. Even if the Company continues to qualify as a REIT, it may be subject to certain state or local income taxes, and the Company’s TRS will be subject to U.S. federal, state, and local taxes on its income at regular corporate rates. The Company recognizes the tax effects of uncertain tax positions only if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. The Company has not identified any material uncertain tax positions and recognizes interest and penalties in income tax expense, if applicable. The Company is currently not under examination by any income tax jurisdiction.

Fair Value of Financial Instruments

Fair value is a market-based measurement and should be determined based on the assumptions that market participants would use in pricing an asset or liability. In accordance with ASC Topic 820, the valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

●Level 1 - Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets;
●Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and
●Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company considers the carrying values of cash and cash equivalents, escrow deposits, accounts and other receivables, and accounts payable and accrued expenses to approximate the fair value for these financial instruments because of the short period of time since origination or the short period of time between origination of the instruments and their expected realization. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments. The Company considers the carrying value of its debt to approximate fair value. The fair values determined related to the Company’s interest rate swap transactions utilize Level 2 inputs, since there is heavy reliance on a variety of inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The fair values determined related to the Company’s acquisitions of real estate where the identification and recording of intangible assets and liabilities is required primarily utilize Level 2 inputs since there is heavy reliance on market observable data such as rent comparables, sales comparables, and broker indications. Although some Level 3 inputs are utilized, they are minor in comparison to the Level 2 date used for the primary assumptions as it relates to acquisitions of real estate.

Segment Reporting

In December 2024, the Company adopted ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments and all disclosures required under ASC Topic 280, “Segment Reporting” continue to be required. ASC Topic 280 establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. The Company adopted ASU 2023-07 for its fiscal year 2024 annual financial statements and interim financial statements thereafter and has applied this standard retrospectively for all periods presented. The Company’s adoption of ASU No. 2023-07 did not have a material impact on its financial condition, results of operations or financial statement disclosures.

The Company acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems and derives its revenue primarily from the leasing of those facilities. The Company operates and manages its business asone reportable operating segment. Resources are allocated and financial performance is assessed by the Company’s Chief Executive Officer, its chief operating decision maker, or the CODM. The CODM is provided with and reviews total consolidated assets and consolidated net income or loss and uses this information to assess the performance of the Company’s portfolio and makes operating decisions

accordingly. There are no significant segment operating expenses that require disclosure other than the expense categories on the Company’s Consolidated Statements of Operations.

Note 3 – Property Portfolio

Summary of Properties Acquired and Sold During the Year Ended December 31, 2024

During the year ended December 31, 2024, the Company completed the acquisition of a 15-property portfolio. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represents an asset acquisition. Accordingly, transaction costs for this acquisition was capitalized.

During the year ended December 31, 2024, the Company completed seven dispositions. In June 2024, the Company sold an in-patient rehabilitation facility located in Mishawaka, Indiana receiving gross proceeds of $8.1 million, resulting in a loss of $3.4 million. In July 2024, the Company sold a medical office building located in Panama City, Florida receiving gross proceeds of $11.0 million, resulting in a gain of $1.7 million. In September 2024, the Company sold a medical office building located in Panama City Beach, Florida receiving gross proceeds of $1.1 million, resulting in a gain of $0.1 million. In December 2024, the Company soldtwo medical office buildings located in Carson City, Nevada receiving gross proceeds of $1.0 million, resulting in a loss of $2.4 million. In December 2024, the Company sold three medical office buildings located in Ellijay, Georgia receiving gross proceeds of $4.3 million, resulting in a gain of $0.7 million. In December 2024, in connection with the formation of the Joint Venture, the Company soldtwo assets to the Joint Venture consisting of a medical office building located in High Point, North Carolina receiving gross proceeds of $28.0 million resulting in gain of $6.2 million and a medical office building located in Fort Worth, Texas receiving gross proceeds of $7.2 million, resulting in a gain of $1.3 million.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2024 is as follows:

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Site · ​ · Tenant · ​ · Acquired Lease · ​ · Gross Investment in
​ · Land · Building · Improvements · Improvements · Intangible Assets · Real Estate
Balances as of December 31, 2023​$164,315​$1,035,705​$21,974​$66,358​$138,617​$1,426,969
Facility Acquired – Date Acquired:​​​​​​​​​​​​​​​​​​
Minot – 7/11/24​​935​​7,324​​144​​103​​676​​9,182
Clinton – 7/11/24​​938​​4,829​​188​​256​​657​​6,868
Westland – 7/11/24​​921​​3,630​​157​​99​​540​​5,347
Cerritos – 7/11/24​​3,424​​1,244​​107​​106​​392​​5,273
Spartanburg – 7/11/24​​890​​2,613​​168​​390​​517​​4,578
Conway – 10/2/24​​2,430​​7,415​​188​​372​​897​​11,302
Little Rock – 10/2/24​​1,449​​6,579​​164​​284​​741​​9,217
Russellville – 10/2/24​​1,086​​4,022​​218​​205​​491​​6,022
Sarasota – 10/2/24​​643​​4,133​​—​​548​​712​​6,036
Venice – 10/2/24​​1,102​​2,830​​123​​187​​426​​4,668
Ruskin – 10/2/24​​242​​1,443​​28​​45​​175​​1,933
6807 Bradenton – 10/2/24​​1,225​​626​​22​​68​​180​​2,121
2101 Bradenton – 10/2/24​​967​​1,372​​52​​64​​235​​2,690
2203 Bradenton – 10/2/24​​408​​913​​35​​37​​132​​1,525
6002 Bradenton – 10/2/24​​1,679​​2,985​​112​​190​​463​​5,429
Capitalized costs(1)​—​​5,494​​1,481​​4,828​​—​11,803
Total Additions:​​18,339​​57,452​​3,187​​7,782​​7,234​​93,994
Facility Sold – Date Sold:​​​​​​​​​​​​​​​​​​
Mishawaka – 6/27/24​​(1,924)​​(10,084)​​(75)​​(1,798)​​(2,223)​​(16,104)
Panama City – 7/12/24​​(1,117)​​(7,201)​​(165)​​(841)​​(1,141)​​(10,465)
Panama City Beach – 9/19/24​​(272)​​(606)​​(21)​​(84)​​(149)​​(1,132)
Carson City – 12/6/2024​​(760)​​(3,268)​​—​​—​​—​​(4,028)
Ellijay – 12/17/2024​​(777)​​(2,929)​​(136)​​(408)​​(870)​​(5,120)
High Point – 12/20/2024(2)​​(1,749)​​(20,417)​​(504)​​(869)​​(1,656)​​(25,195)
Fort Worth – 12/20/2024(2)​​(1,487)​​(3,333)​​(251)​​(445)​​(787)​​(6,303)
Total Dispositions:​​(8,086)​​(47,838)​​(1,152)​​(4,445)​​(6,826)​​(68,347)
Impairment of investment property(3)​​(268)​​(1,300)​​(36)​​(16)​​(80)​​(1,700)
Balances as of December 31, 2024​$174,300​$1,044,019​$23,973​$69,679​$138,945​$1,450,916
(1)Represents capital projects that were completed and placed in service during the year ended December 31, 2024 related to the Company’s existing facilities.
(2)These two facilities were sold to the Joint Venture in connection with its formation.
(3)In December 2024, the Company entered into an agreement to sell its facility located in Derby, Kansas. The Company recognized an impairment loss of $1.7 million during the year ended December 31, 2024 to reduce the carrying value of the asset to its fair value. The fair value was determined to be the contractual sales price less commissions and fees.

Depreciation expense was $40,427, $41,266, and $40,008 for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $24,500. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months are expected to total approximately $12,900.

Summary of Properties Acquired and Sold During the Year Ended December 31, 2023

During the year ended December 31, 2023, the Company completedone acquisition. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represents an asset acquisition. Accordingly, transaction costs for this acquisition were capitalized.

During the year ended December 31, 2023, the Company completed three dispositions. In March 2023, the Company sold a medical office building located in Jacksonville, Florida receiving gross proceeds of $4.4 million, resulting in a gain of $0.5 million. In June 2023, the Company sold a portfolio offour medical office buildings located in Oklahoma City, Oklahoma receiving gross proceeds of $66.0 million, resulting in a gain of $12.8 million. In August 2023, the Company 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.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2023 is as follows:

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Site · ​ · Tenant · ​ · Acquired Lease · ​ · Gross Investment in
​ · Land · Building · Improvements · Improvements · Intangible Assets · Real Estate
Balances as of December 31, 2022​$168,308​$1,079,781​$22,024​$65,987​$148,077​$1,484,177
Facility Acquired – Date Acquired:​​​​​​​​​​​​​​​​​​
Redding – 4/17/23​​771​​3,798​​174​​321​​872​​5,936
Capitalized costs(1)​—​​3,146​​1,009​​2,356​​172​6,683
Total Additions:​​771​​6,944​​1,183​​2,677​​1,044​​12,619
Disposition of Jacksonville – 3/9/2023​​(1,023)​​(2,827)​​—​​—​​—​​(3,850)
Disposition of Oklahoma City – 6/30/2023​​(2,814)​​(43,553)​​(1,127)​​(1,505)​​(9,406)​​(58,405)
Disposition of North Charleston – 8/1/2023​​(927)​​(4,640)​​(106)​​(801)​​(1,098)​​(7,572)
Total Dispositions:​​(4,764)​​(51,020)​​(1,233)​​(2,306)​​(10,504)​​(69,827)
Balances as of December 31, 2023​$164,315​$1,035,705​$21,974​$66,358​$138,617​$1,426,969
(1)Represents capital projects that were completed and placed in service during the year ended December 31, 2023 related to the Company’s existing facilities.

Lease Intangible Assets and Liabilities

The following is a summary of the carrying amount of lease intangible assets and liabilities:

​​​​​​​​​​
​ · ​ · As of December 31, 2024
​ · ​ · ​ · ​ · ​ · Accumulated · ​ · ​ · ​
​CostAmortizationNet
Assets​​​​​​​​​
In-place leases​$77,698​$(50,714)​$26,984
Above market leases​24,599​(13,201)​11,398
Leasing costs​36,648​(21,326)​15,322
​​$138,945​$(85,241)​$53,704
Liability​​​​​​​​​
Below market leases​$14,073​$(10,137)​$3,936
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · As of December 31, 2023
​ · ​ · ​ · Accumulated · ​ · ​
​​Cost​Amortization​Net
Assets · ​ · ​ · ​
In-place leases​$77,037​$(44,249)​$32,788
Above market leases​24,961​(10,318)​14,643
Leasing costs​36,619​(18,556)​18,063
​​$138,617​$(73,123)​$65,494
Liability​​​​​​
Below market leases​$13,595​$(8,314)​$5,281

The following is a summary of the acquired lease intangible amortization:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended December 31,
​ · 2024 · 2023 · 2022
Amortization expense related to in-place leases​$9,942​$11,612​$11,685
Amortization expense related to leasing costs​$4,544​$5,079​$4,942
Decrease in rental revenue related to above market leases​$3,180​$3,384​$3,295
Increase in rental revenue related to below market leases​$(2,009)​$(2,332)​$(2,268)

As of December 31, 2024, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below:

​​​​​​​
​ · ​ · ​ · ​
​ · ​ · Net Decrease · ​ · Net Increase
​ · ​ · in Revenue · ​ · in Expense
2025​$(1,579)​$11,565
2026​(1,669)​9,736
2027​(1,231)​6,968
2028​(955)​5,713
2029​​(831)​​4,212
Thereafter​(1,197)​4,112
Total​$(7,462)​$42,306

For the year ended December 31, 2024, the weighted average amortization period for asset lease intangibles and liability lease intangibles are 3.4 years and 2.6 years, respectively.* *

Investment in Unconsolidated Joint Venture

As of December 31, 2024, the Company hadone investment in an unconsolidated Joint Venture, which as of December 31, 2024 held investments intwo properties located in North Carolina and Texas. The Company retains a 12.5% interest in the Joint Venture. The Company’s maximum exposure related to the Joint Venture is limited to the amount of its investment. The Joint Venture had total debt outstanding of $17.6 million as of December 31, 2024, all of which was non-recourse to the Company. For the year ended December 31, 2024, the Company recognized a loss of $20 from its equity interest in the net loss of the Joint Venture.

Note 4 – Credit Facility, Notes Payable and Derivative Instruments

Credit Facility

The Company, the Operating Partnership, as borrower, and certain of its subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) are parties to an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million term loan (“Term Loan A”) and (b) a $150 million term loan (“Term Loan B,” and, together with Term Loan A, the “Term Loans”), and (ii) a $400 million revolver (the “Revolver”). The Credit Facility also includes a $500 million accordion feature. Term Loan A matures in May 2026, Term Loan B matures in February 2028, and the Revolver matures in August 2026, with

two six-month extension options. Interest rates on amounts outstanding under the Credit Facility equal the term Secured Overnight Financing Rate (“SOFR”) plus a related spread adjustment of 10 basis points and a borrowing spread based on the current pricing grid in the Credit Facility.

The Operating Partnership is 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 December 31, 2024, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.

The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loans through their respective maturities. For additional information see the “Derivative Instruments - Interest Rate Swaps” section herein.

During the year ended December 31, 2024, the Company borrowed $143,800 under the Credit Facility and repaid $99,600, for a net amount borrowed of $44,200. During the year ended December 31, 2023, the Company borrowed $83,100 under the Credit Facility and repaid $136,400, for a net amount repaid of $53,300. Interest expense incurred on the Credit Facility was $25,628, $25,868, and $20,274 for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 2024 and 2023, the Company had the following outstanding borrowings under the Credit Facility:

​​​​​​​
​ · December 31, 2024 · December 31, 2023
Revolver​$136,600​$92,400
Term Loan A​​350,000​​350,000
Term Loan B​150,000​150,000
Credit Facility, gross​​636,600​​592,400
Less: Unamortized debt issuance costs​(4,868)​(7,067)
Credit Facility, net​$631,732​$585,333

Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Consolidated Balance Sheets. The Company paid $13 related to amendments and modifications to the Credit Facility during the year ended December 31, 2023. Amortization expense incurred was $2,198, $2,199, and $1,995 for the years ended December 31, 2024, 2023, and 2022, respectively, and is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations.

Notes Payable, Net of Debt Issuance Costs

The Company entered into or assumed loans in connection with the acquisitions of the Rosedale, Dumfries, and Toledo facilities. The Dumfries loan matured and was paid in full in June 2024. As of December 31, 2024 and 2023, the Company had the following outstanding borrowings under these loans:

​​​​​​​
​ · December 31, 2024 · December 31, 2023
Rosedale loan (1)​$13,158​$13,563
Dumfries loan (2)​​—​​11,034
Toledo loan (3)​​1,263​​1,368
Notes payable, gross​​14,421​​25,965
Unamortized debt issuance costs​(22)​(66)
Notes payable, net​$14,399​$25,899
(1)The Rosedale loan has an annual interest rate of 3.85% and matures on July 31, 2025.
(2)The Dumfries loan had an annual interest rate of 4.68% and matured and was paid in full on June 1, 2024.
(3)The Toledo loan has an annual interest rate of 5.0% and matures on July 30, 2033.

Amortization expense incurred related to the debt issuance costs on these loans was $44, $146, and $155, for the years ended December 31, 2024, 2023, and 2022, respectively, and is included in the “Interest Expense” line item in the accompanying Consolidated Statements of Operations. Additionally, in connection with the Cantor Loan defeasance $240 of unamortized debt issuance costs were written off during the year ended December 31, 2023 and included as a component of the “Loss on Extinguishment of Debt” line item in the accompanying Consolidated Statements of Operations.

On March 31, 2016, the Company entered into a $32,097 CMBS loan (the “Cantor Loan”). On December 6, 2023, the Company defeased the Cantor Loan in accordance with the provisions of the underlying loan agreement. The defeasance resulted in a total payment of $31,525 during the year ended December 31, 2023, which consisted of the payment of the outstanding principal balance on December 6, 2023 of $30,897 and transaction costs of $628. The transaction costs are included as a component of the “Loss on Extinguishment of Debt” line item in the accompanying Consolidated Statements of Operations. The total loss on extinguishment of debt during the year ended December 31, 2023 resulting from the defeasance was $868.

The Company made principal payments of $11,544 and $32,159 during the years ended December 31, 2024 and 2023, respectively. Interest expense incurred on these loans was $819, $2,680, and $2,806 for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, scheduled principal payments due for each year ended December 31 were as follows:

​​​​
2025​$13,268
2026​​117
2027​​124
2028​​131
2029​​139
Thereafter​​642
Total​$14,421

Derivative Instruments - Interest Rate Swaps

As of December 31, 2024, the Company hadnine interest rate swaps that are used to manage its interest rate risk by fixing the SOFR component of the Term Loans through their maturities. Five of the Company’s interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term Loan A through April 2026 at 1.36%. Four of the Company’s 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%.

The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive income in the equity section of the Company’s Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. As of December 31, 2024 and 2023, all of the Company’s swaps met the criteria for hedge accounting.

The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments.

The fair value of the Company’s interest rate swaps was an asset of $18,613 and $25,125 as of December 31, 2024 and 2023, respectively. The balances are included in the “Derivative Asset” line item on the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.

The table below details the components of the amounts presented on the accompanying Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swap agreements designated as cash flow hedges:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended December 31,
​ · 2024 · 2023 · 2022
Amount of gain recognized in other comprehensive (loss) income​$(10,683)​$(6,056)​$(41,068)
Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense​17,195​15,605​(242)
Total change in accumulated other comprehensive income​$6,512​$9,549​$(41,310)

During the next twelve months, the Company estimates that an additional $11,801 will be reclassified as a decrease to interest expense. Additionally, during the years ended December 31, 2024, 2023, and 2022, the Company recorded total interest expense in its Consolidated Statements of Operations of $28,689, $30,893, and $25,230, respectively.

Weighted-Average Interest Rate and Term

The weighted average interest rate and term of the Company’s debt was 3.75% and 2.0 years, respectively, at December 31, 2024, compared to 3.83% and 2.9 years, respectively, as of December 31, 2023.

Note 5 –Equity

Preferred Stock

The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2024 and 2023, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share.

Preferred stock dividend activity for the years ended December 31, 2024 and 2023 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Applicable · ​ · Quarterly · Dividends
Date Announced​Record Date​Quarter​Payment Date​Dividend​per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 7, 2022January 15, 2023Q4 2022January 31, 2023​$1,455​$0.46875
March 10, 2023April 15, 2023Q1 2023May 1, 2023​$1,455​$0.46875
June 9, 2023July 15, 2023Q2 2023July 31, 2023​$1,455​$0.46875
September 8, 2023October 15, 2023Q3 2023October 31, 2023​$1,455​$0.46875
December 12, 2023January 15, 2024Q4 2023January 31, 2024​$1,455​$0.46875
March 7, 2024​April 15, 2024​Q1 2024​April 30, 2024​$1,455​$0.46875
June 6, 2024​July 15, 2024​Q2 2024​July 31, 2024​$1,455​$0.46875
September 5, 2024​October 15, 2024​Q3 2024​October 31, 2024​$1,455​$0.46875
December 4, 2024​January 15, 2025​Q4 2024​January 31, 2025​$1,455(1)$0.46875
(1)Two months of this amount, equal to $970, was accrued at December 31, 2024.

The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Company’s board of directors (the “Board”) (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). The Series A Preferred Stock may be partially or fully redeemed by the Company. Dividends on the Series A Preferred Stock are cumulative and accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the years ended December 31, 2024 and 2023, the Company paid preferred dividends of $5,822.

Common Stock

The Company has 500,000 authorized shares of common stock, $0.001 par value. As of December 31, 2024 and 2023, there were 66,871 and 65,565 outstanding shares of common stock, respectively.

Common stock dividend activity for the years ended December 31, 2024 and 2023 is summarized in the following table:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Applicable · ​ · Dividend · Dividends
Date Announced · ​ · Record Date · ​ · Quarter · ​ · Payment Date · ​ · Amount(1) · ​ · per Share
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 7, 2022December 22, 2022Q4 2022January 9, 2023​$14,642​$0.21
March 10, 2023March 24, 2023Q1 2023April 11, 2023​$14,688​$0.21
June 9, 2023June 23, 2023Q2 2023July 11, 2023​$14,819​$0.21
September 8, 2023September 22, 2023Q3 2023October 10, 2023​$14,819​$0.21
December 12, 2023December 27, 2023Q4 2023January 9, 2024​$14,819​$0.21
March 7, 2024March 22, 2024Q1 2024April 9, 2024​$14,901​$0.21
June 6, 2024June 21, 2024Q2 2024July 9, 2024​$14,912​$0.21
September 5, 2024September 20, 2024Q3 2024October 8, 2024​$15,109​$0.21
December 4, 2024December 20, 2024Q4 2024January 8, 2025​$15,164​$0.21
(1)Includes dividends on granted LTIP Units and OP Units issued to third parties.

During the years ended December 31, 2024 and 2023, the Company paid total dividends on its common stock, LTIP Units, and OP Units in the aggregate amount of $59,868 and $59,025, respectively.

As of December 31, 2024 and 2023, the Company had accrued dividend balances of $386 and $345 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the year ended December 31, 2024, $168 of dividends were accrued and $127 of dividends were paid related to these units. During the year ended December 31, 2023, $193 of dividends were accrued and $57 of dividends were paid related to these units.

The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.

Capital Raising Activity

In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time to time, shares of its common stock.

During the year ended December 31, 2024, the Company generated gross proceeds of $11,990 through ATM equity issuances of 1,204 shares of the Company’s common stock at an average offering price of $9.95 per share. During the year ended December 31, 2023, no shares were sold under the ATM.

OP Units

During the year ended December 31, 2024, the Operating Partnership did not issue or redeem any OP Units. During the year ended December 31, 2023, the Operating Partnership issued 577 OP Units with a value of $5,482 in connection with a facility acquisition and did not redeem any OP Units.

The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.

Note 6 –Related Party Transactions

Related Party Balances

The due from related parties balance as of December 31, 2024 and 2023 was $270 and $193, respectively. These balances primarily consist of taxes paid on behalf of LTIP Unit and OP Unit holders that are reimbursable to the Company. The Company hadno amounts due to related parties as of December 31, 2024 and 2023.

Note 7 – Stock-Based Compensation

2016 Equity Incentive Plan

The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates.

The Plan is intended to permit the grant of both qualified and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). Based on the grants outstanding as of December 31, 2024, there were 1,903 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant.

Time-Based Grants

During the year ended December 31, 2024, the following LTIP Units were issued by the Company:

​​​​​​​
​​​​Number of​​
Date​Description​Units Issued​Vesting Dates
​​​​​​​
February 21, 2024​Final awards under the 2023 Annual Incentive Plan​151​50% on February 21, 2024; and
​​​​​​50% on February 21, 2025
​​​​​​​
February 21, 2024​Time-based awards under the 2024 Long-Term Incentive Plan​238​100% on February 21, 2027
​​​​​​​
May 15, 2024​Annual awards to independent directors​47​100% vest on May 15, 2025
​​​​​​​
June 10, 2024​Discretionary grant​8​33.33% on June 10, 2025;
​​​​​​33.33% on June 10, 2026; and
​​​​​​33.33% on June 10, 2027;

During the year ended December 31, 2024, certain participants redeemed an aggregate of 101 vested LTIP Units for the Company’s common stock and forfeited an aggregate ofthree LTIP Units. A detail of the Company’s outstanding time-based LTIP Units as of December 31, 2024 is as follows:

​ · ​ · ​
Vested units2,491
Unvested units605
LTIP Units outstanding as of December 31, 20243,096

Performance Based Awards

The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards” and together with the Annual Awards, “Performance Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards haveone-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in the Performance Awards is subject to service requirements.

During the year ended December 31, 2024, certain participants forfeited an aggregate ofthree Performance Awards. A detail of the Performance Awards under the 2022, 2023 and 2024 programs as of December 31, 2024 is as follows:

​​​
2022 Long-Term Awards96
2023 Long-Term Awards​154
2024 Annual Awards (1)​149
2024 Long-Term Awards (2)​228
Total target Performance Awards as of December 31, 2024627
(1)Approved by the Board on February 21, 2024. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange (“NYSE”) over the 15 trading days preceding the award date.
(2)Approved by the Board on February 21, 2024. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant.

Annual Awards. The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee.

The Compensation Committee of the Board (the “Compensation Committee”) and the Board established performance goals for the year ending December 31, 2024, as set forth in the 2024 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the year ended December 31, 2024 reflects management’s estimate of the probability of the number of these awards that will be earned. As soon as reasonably practicable following the end of the performance period, the Compensation Committee and the Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP Units. Any 2024 Annual Award LTIP Units that are not earned will be forfeited and cancelled.

*Vesting.*LTIP Units that are earned as of the end of the applicable performance period will vest in two installments as follows:50% of the earned LTIP Units will become vested on the valuation date of the awards (which is expected to occur in February 2025) and 50% of the earned LTIP Units become vested on theone year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

*Distributions.*Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.

Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of their related LTIP Long-Term Award Agreements (collectively the “LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP Units that each grantee earns under the LTIP Long-Term Award Agreements will be determined following the conclusion of athree-year performance period based on the Company’s (i) total stockholder return (“TSR”), which is determined based on a combination of appreciation in stock price and dividends paid during the performance period, and (ii) relative stockholder return (“RSR”), which is determined by comparing the Company’s TSR with the TSRs of the companies that comprise the Dow Jones U.S. Real Estate Health Care Index (the “Index”). Each grantee may earn up to 200% of the number of target LTIP Units covered by the grantee’s Long-Term Award. Any target LTIP Units that are not earned will be forfeited and cancelled. The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the applicable three-year performance period based on the Company’s TSR on an absolute basis (as to 50% of the Long-Term Award) and RSR (as to 50% of the Long-Term Award).

*Vesting.*LTIP Units that are earned as of the end of the applicable three-year performance period will vest in two installments as follows;50% of the earned LTIP Units will vest upon the day prior to the third anniversary of the respective grant dates and the remaining 50% will vest on theone year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

*Distributions.*Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.

Stock-Based Compensation Expense

Compensation expense for LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required.

As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Index over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award.

The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the 15 trading days leading up to the grant date of the Long-Term Award. The valuation date stock price is the closing stock price of the Company and each of the peer companies in the Index on the grant dates of the Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions.

Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · 2024 Long-Term · ​ · 2023 Long-Term · ​ · 2022 Long-Term · ​
​ · Awards · Awards · Awards
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Fair value​$9.37​$11.67​$16.39
Target awards​228​154​96
Volatility​28.12%43.54%41.65%
Risk-free rate​4.38%4.35%1.72%
Dividend assumption​reinvested​reinvested​reinvested
Expected term in years​3​3​3

The Company incurred stock compensation expense of $5,102, $4,242, and $4,681, for the years ended December 31, 2024, 2023, and 2022, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Consolidated Statements of Operations.

As of December 31, 2024, total unamortized compensation expense related to these awards of approximately $5.6 million is expected to be recognized over a weighted average remaining period of 1.5 years.

Note 8 – Leases

The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground

leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.

Information as Lessor

To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases were determined to be operating leases and have a portfolio-average-lease-years remaining of approximately 10 years. Payments from the Company’s tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.

Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.

Initial direct costs, primarily commissions related to the leasing of our facilities, are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.

Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.

The Company recognized $138,410 and $140,934 of rental revenue related to operating lease payments for the years ended December 31, 2024 and 2023, respectively. Of these amounts $7,737 and $7,180, respectively, relate to variable rental revenue.

The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of December 31, 2024 is as follows for the subsequent years ended December 31:

​​​​
2025$115,870
2026​110,110
2027​99,287
2028​90,515
2029​​77,710
Thereafter​269,614
Total​$763,106

Information as Lessee

The Company recorded a right of use asset and liability in May 2023 on the commencement date of the lease for its corporate headquarters in Bethesda, Maryland. The Company used a discount rate of approximately 6.5% to record the right of use asset and liability, which represented its incremental borrowing rate at the lease commencement date. Additionally, the Company hasseven buildings located on land that is subject to operating ground leases with a weighted average remaining term of approximately 42 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. The Company used a weighted average discount rate of approximately 7.5% to record the right of use assets and liabilities, which was derived, using a portfolio approach, from our assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments over appropriate tenors. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately $197 and $326 of ground lease expense during the years ended December 31, 2024 and 2023, respectively, of which $147 and $185 was paid in cash.

The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at December 31, 2024 and areconciliation of those cash flows to the operating lease liability at December 31, 2024:

​​​​
2025$740
2026​757
2027​772
2028​794
2029​​812
Thereafter​8,845
Total​​12,720
Discount​(5,259)
Lease liability​$7,461

Tenant Concentration

During the year ended December 31, 2024, the Company’s rental revenues were derived from 279 tenants leasing 190 buildings. During this period there were no tenants with rental revenue that exceeded 10% of the Company’s rental revenue.

Note 9 – Commitments and Contingencies

Litigation

The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Environmental Matters

The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.

Note 10 – Subsequent Events

Chief Executive Officer Transition Expected in 2025

On January 8, 2025, the Company and Jeffrey Busch, Chairman of the Board and Chief Executive Officer, reached an agreement regarding Mr. Busch’s transition from service as the Company’s Chief Executive Officer and anticipated continuation as a member of the Company’s Board. Pursuant toa Transition and Separation Agreement and General Release of Claims dated as of January 8, 2025 (the “Separation Agreement”), Mr. Busch, the Company and Inter-American Management LLC (“Inter-American”) agreed that Mr. Busch’s employment, and service as Chief Executive Officer and President of the Company and Inter-American, would end no later than the first to occur of (i) the date that a successor to the position of Chief Executive Officer who has been appointed in accordance with the Board’s approved succession process begins employment, or (ii) June 30, 2025 (such date that is the first to occur, the “Succession Date”). The Board has directed the Nominating and Corporate Governance Committee of the Board to conduct a comprehensive search process to identify a new Chief Executive Officer with the assistance of an executive search firm. Mr. Busch intends to stand for re-election as a director at the Company’s 2025 annual meeting of stockholders, and it is expected that he will continue to serve as non-executive Chairman of the Board following the Succession Date. Mr. Busch’s departure is not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Pursuant to the Separation Agreement, and in consideration for Mr. Busch (i) assisting with the transition to the new Chief Executive Officer and continuing in employment through the Succession Date, (ii) executing, and not revoking, releases of claims in favor of the Company, and (iii) otherwise satisfying the terms of the Separation Agreement, Mr. Busch will receive separation benefits to which he is entitled under that certain Employment Agreement between Mr. Busch and the Company effective as of July 9, 2020 and later amended by that certain letter agreement dated January 27, 2021 following his cessation of employment.

For the year ended December 31, 2024 the Company accrued $3.2 million forcash severance related costs included in the “Accounts Payable and Accrued Expenses” line item on the Company’s Consolidated Balance Sheets with the expense included in the “General and Administrative Expense” line item on the Company’s Consolidated Statements of Operations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.