Chiron Real Estate Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001558370-24-014861
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001558370-25-006963
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 119 current paragraphs.
62 unchanged; 40 reworded; 16 added; 39 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 60 previous and 61 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
During 2024, the U.S. Federal Reserve (the “Fed”) began lowering the Federal Funds Rate after many quarters of increasing the target range for the rate to combat inflation. Beginning in September 2024 through December 2024, the Federal Funds Rate dropped from a range of 5.25% – 5.50% to 4.25% - 4.50%. However, U.S. Treasury yields and Secured Overnight Financing Rate (“SOFR”) swap rates have not responded in kind with 10-Year U.S. Treasury yields increasing from 3.79% at September 30, 2024 to 4.21% at March 31, 2025 and the five-year forward SOFR swap rates increasing from 3.21% to 3.59%, during the same period. The difference between the changes in the Federal Funds Rate and U.S. Treasury yields and forward SOFR swap rates reflect market expectations of increased inflationary pressures in the coming months and years as well as the effects of recently enacted global tariffs. Consequently, the Fed may maintain an elevated Federal Funds Rate, or determine to raise the Federal Funds Rate again, in 2025 and beyond if inflation begins to rise.
Current report
Currently, interest rate swaps with respect to our $350 million term loan (“Term Loan A”) on our Credit Facility are set to expire on the maturity of Term Loan A in April 2026. If we refinance our Term Loan A and enter into new interest rate swaps, any related interest rate swap would likely be based on the five-year SOFR swap rate at the time of refinancing, which is likely to be much higher than our current SOFR swap rate on our Term Loan A. Additionally, although one-month SOFR, which is the base rate of the unhedged revolver component of our Credit Facility (our “Revolver”), decreased during 2024 in line with the decrease in the Federal Funds Rate, one-month SOFR remains elevated compared to 2021 and there is no assurance that one-month SOFR will continue to decrease in 2025 and beyond.
Current report
In summary, interest expense on our Revolver, which is based on the short-term interest rate of one-month SOFR, decreased during the fourth quarter of 2024 along with the decrease in the Federal Funds Rate. With respect to our Term Loan A and its related interest rate swaps, if we refinance that loan and wish to hedge our prospective interest rate risk by entering into new interest rate swaps, the swap rates at the time of refinancing will be significantly higher than our current interest rate swaps due to (i) the general increase in SOFR since 2021 and (ii) the widening between short-term and long-term rates based on renewed inflationary pressures.
Current report
As of March 31, 2025, we had gross investments of approximately $1.5 billion in real estate properties, consisting of 191 buildings with an aggregate of approximately 4.9 million leasable square feet and approximately $113 million of annualized base rent. This data does not include amounts for properties held in our unconsolidated joint venture.
Current report
Completed Acquisitions During and Subsequent to the Three Months Ended March 31, 2025
Current report
Chapter 11 Reorganization Filing Update Prospect Medical Group
Current report
On January 11, 2025, our tenant, Prospect Medical Group (“Prospect”), filed for Chapter 11 bankruptcy reorganization. As of January 11, 2025, Prospect owed us approximately $2.4 million related to leases at three of our healthcare facilities, including $2.2 million related to our facility in East Orange, New Jersey. As of March 31, 2025, we and Prospect entered into a Stipulation and Agreed Order (the “Order”) with the bankruptcy courts whereby Prospect rejected its lease at our East Orange, New Jersey facility (allowing us to begin working directly with subtenants to enter into new direct leases with them and begin marketing the remainder of the facility for lease) and we agreed to waive all post-petition amounts due for the month of March 2025. Pursuant to the Order, as of May 6, 2025, Prospect has paid the Company $250 thousand, representing all post-petition amounts due through February 28, 2025, at this facility.
Current report
As of May 6, 2025, Prospect had not decided if it was going to accept or reject its remaining leases with us. With the exception of the amounts covered by the Order, if Prospect rejects any of its leases with us, we would have a general unsecured claim with respect to amounts owed under any rejected lease.
Current report
Joint Venture
Current report
In connection with the formation of the joint venture (the “Joint Venture”) in December 2024, we sold two of our assets to the Joint Venture and received gross proceeds of $35.2 million. We used $2.1 million of the gross proceeds to finance our initial 12.5% capital investment in the Joint Venture. In connection with the acquisition of these properties, the Joint Venture entered into a mortgage loan with a principal amount of $17.6 million. We account for our interest in the Joint Venture using the equity method of accounting.
Current report
Total revenue for the three months ended March 31, 2025 was $34.6 million, compared to $35.1 million for the same period in 2024, a decrease of $0.5 million. The decrease primarily resulted from the impact of dispositions that were completed subsequent to
Current report
General and administrative expenses for the three months ended March 31, 2025 was $3.6 million, compared to $4.4 million for the same period in 2024, a decrease of $0.8 million. The decrease primarily resulted from a decrease in non-cash LTIP compensation expense, which was $0.2 million for the three months ended March 31, 2025, compared to $1.2 million for the same period in 2024. This decrease in non-cash LTIP compensation expense resulted from the required accounting treatment of compensation expense for the unvested LTIP units of Mr. Jeffery Busch, our Chairman and Chief Executive Officer, pursuant to the Transition and Separation Agreement and General Release of Claims, dated January 8, 2025, by and among the Company, Inter-American Management LLC and Mr. Busch (the “Transition and Separation Agreement”). The decrease in non-cash LTIP compensation expense was partially offset by additional general and administrative expenses incurred during the current period related to the Transition and Separation Agreement with Mr. Busch.
Current report
Income Before Other Income (Expense)
Current report
Income before other income (expense) for the three months ended March 31, 2025 was $2.4 million, compared to $2.3 million for the same period in 2024, an increase of $0.1 million*.*
Current report
Equity Loss from Unconsolidated Joint Venture
Current report
During the three months ended March 31, 2025, we recognized a loss from the Joint Venture of $40 thousand, which represented our 12.5% ownership interest in the net loss of the Joint Venture during that period.
Removed paragraphs (39)
Previous report
After many years of low inflation, the U.S. inflation rate increased substantially during 2022 and remained elevated during 2023 and into the first quarter of 2024. 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 August 2024. 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 outperformed expectations and inflation continued to remain higher than the Fed’s target rate, causing the Fed to take a “wait-and-see” approach to monetary policy rather than beginning a process of lowering the Federal Funds Rate.
Previous report
In September 2024, with the Fed comfortable that the U.S. inflation rate was trending lower, the Fed lowered the target range for the Federal Funds rate by 0.50% to 4.75% - 5.00%, marking the first rate reduction in four years. Currently, the market is anticipating at least one additional rate cut in 2024 as well as further cuts in 2025. While the initial impact of the Fed’s September rate cut was positive, subsequent market sentiment has been more negative with yields on U.S. Treasuries rising during October.
Previous report
The increase in the Federal Funds Rate since 2022, along with other actions taken by the Fed, have 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 the Credit Facility. During the first half of 2024, SOFR remained elevated and ranged from 5.40% at the beginning of the year to 5.33% at the end of the second quarter. In response to the Fed’s rate cut in September, SOFR decreased to 4.85% as of
Previous report
September 30, 2024, which is lower than it has been during the year, but still significantly higher than in 2021. Interest costs on our floating rate borrowings are directly impacted by changes in SOFR; accordingly, changes in SOFR can either positively or negatively affect our operating profits. Such changes can also impact the market for our target assets.
Previous report
As of September 30, 2024, our portfolio consisted of gross investment in real estate of $1.4 billion, with an aggregate of 4.8 million leasable square feet and an aggregate $107.8 million of annualized base rent.
Previous report
Completed Acquisitions
Previous report
During the three and nine months ended September 30, 2024, we generated gross proceeds of $12.0 million through ATM equity issuances of 1.2 million shares of our common stock at an average offering price of $9.95 per share.
Previous report
Recent Developments
Previous report
Acquisitions Under Contract Subsequent to September 30, 2024
Previous report
In October 2024, the Company entered into a purchase agreement to acquire a 5-property portfolio for an aggregate purchase price of $69.6 million. The Company expects to complete this acquisition in two tranches during the first half of 2025. The Company’s obligation to close the acquisition is subject to certain customary terms and conditions, including due diligence reviews. Accordingly, there is no assurance that the Company will close this acquisition on a timely basis, or at all.
Previous report
General and administrative expenses for the three months ended September 30, 2024 and 2023 were $4.4 million. An increase in non-cash LTIP compensation expense, which was $1.3 million for the three months ended September 30, 2024, compared to $1.2 million for the same period in 2023,was partially offset by a decrease in general corporate expenses.
Previous report
Income Before Gain on Sale of Investment Properties
Previous report
Income before gain on sale of investment properties for the three months ended September 30, 2024 was $1.6 million, compared to $2.5 million for the same period in 2023, a decrease of $0.9 million*.*
Previous report
During the three months ended September 30, 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.
Previous report
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Previous report
Revenue
Previous report
Total Revenue
Previous report
Total revenue for the nine months ended September 30, 2024 was $103.6 million, compared to $108.1 million for the same period in 2023, a decrease of $4.5 million. The decrease primarily resulted from a full nine months impact of three property dispositions that were completed during the nine months ended September 30, 2023 and the impact from three property dispositions that were completed during the nine months ended September 30, 2024, partially offset by the impact of five properties that were acquired in July 2024. Within that decrease, $14.7 million in revenue was recognized from net lease expense recoveries during the nine months ended September 30, 2024, compared to $15.5 million for the same period in 2023. Additionally, the current period includes the recognition of reserves for $0.8 million of rent and the write-off of $0.1 million of deferred rent.
Previous report
Expenses
Previous report
General and Administrative
Previous report
General and administrative expenses for the nine months ended September 30, 2024 were $13.4 million, compared to $12.6 million for the same period in 2023, an increase of $0.8 million. The increase resulted from an increase in non-cash LTIP compensation expense, which was $3.8 million for the nine months ended September 30, 2024, compared to $3.0 million for the same period in 2023.
Previous report
Operating Expenses
Previous report
Operating expenses for the nine months ended September 30, 2024 were $22.1 million, compared to $22.0 million for the same period in 2023, an increase of $0.1 million. While the increase compared to 2023 is not significant, the increase relative to revenue reflects the impact of tenants placed on cash basis accounting subsequent to the end of the third quarter of 2023, partially offset by a net
Previous report
Depreciation Expense
Previous report
Depreciation expense for the nine months ended September 30, 2024 was $30.2 million, compared to $31.1 million for the same period in 2023, a decrease of $0.9 million. The decrease primarily resulted from a full nine months impact during the nine months ended September 30, 2024 from three property dispositions that were completed during the nine months ended September 30, 2023 and the impact from three property dispositions that were completed during the nine months ended September 30, 2024, partially offset by the impact of five properties that were acquired in July 2024.
Previous report
Amortization Expense
Previous report
Amortization expense for the nine months ended September 30, 2024 was $11.5 million, compared to $12.8 million for the same period in 2023, a decrease of $1.3 million. The decrease primarily resulted from a full nine months impact during the nine months ended September 30, 2024 from three property dispositions that were completed during the nine months ended September 30, 2023 and the impact from three property dispositions that were completed during the nine months ended September 30, 2024, partially offset by the impact of five properties that were acquired in July 2024.
Previous report
Interest Expense
Previous report
Interest expense for the nine months ended September 30, 2024 was $21.1 million, compared to $23.9 million for the same period in 2023, a decrease of $2.8 million. This decrease was due to lower interest rates and lower average borrowings during the nine months ended September 30, 2024, compared to the same period in 2023.
Previous report
Income Before (Loss) Gain on Sale of Investment Properties
Previous report
Income before (loss) gain on sale of investment properties for the nine months ended September 30, 2024 was $5.3 million, compared to $5.6 million for the same period in 2023, a decrease of $0.3 million*.*
Previous report
(Loss) Gain on Sale of Investment Properties
Previous report
During the nine months ended September 30, 2024, we completed three dispositions resulting in an aggregate loss of $1.6 million. In September 2024, we 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 July 2024, we 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 June 2024, we 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.
Previous report
During the nine months ended September 30, 2023, we completed three dispositions resulting in an aggregate gain of $15.6 million. 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.
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Net Income
Previous report
Net income for the nine months ended September 30, 2024 was $3.8 million, compared to $21.2 million for the same period in 2023, a decrease of $17.4 million*.*
Previous report
During the three and nine months ended September 30, 2024, we generated gross proceeds of $12.0 million through ATM equity issuances of 1.2 million shares of our common stock at an average offering price of $9.95 per share.
Previous report
Term Loan A Swaps
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Term Loan B Swaps
Reworded paragraphs (40)
Previous wording
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 statements 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 Factorsof our Annual Report on Form 10-K for the year ended December 31, 2023, that was filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on February 28, 2024. Unless otherwise indicated, all dollar and share amounts in the following discussion are presented in thousands.
Current wording
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 statements 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 Factorsof our Annual Report on Form 10-K for the year ended December 31, 2024, that was filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on February 28, 2025 and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q. Unless otherwise indicated, all dollar and share amounts in the following discussion are presented in thousands.
Previous wording
See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 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.
Current wording
See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q 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
Previous wording
Global Medical REIT Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that 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, 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, 2024, we owned 92.51% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 7.49% 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.
Current wording
Global Medical REIT Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that 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, 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 March 31, 2025, we owned 92.19% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 7.81% 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.
Previous wording
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:
Current wording
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) attractive dividends and (ii) stock price appreciation. To implement this strategy, we seek to invest:
Previous wording
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.
Current wording
Most of our healthcare facilities are leased to single-tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, we have an interest in an unconsolidated joint venture that owns two healthcare facilities.
Previous wording
Impact of Increased Interest Rates and Inflation
Current wording
Impact of Elevated Interest Rates and Inflation
Previous wording
The COVID-19 epidemic 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. Although reliance on contract nursing and overall healthcare wage inflation may moderate during 2024, the overall increase in healthcare labor costs remains. Whether enhanced technology and cost-saving measures and increased reimbursements from payors will help offset these costs remains to be seen.
Current wording
The COVID-19 epidemic 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 cost contract nursing labor to sustain their businesses. Although reliance on contract nursing and overall healthcare wage inflation moderated during 2024, the overall increase in healthcare labor costs remains. Whether enhanced technology and cost-saving measures and increased reimbursements from payors will help offset these costs remains to be seen.
Previous wording
In May 2024, we entered into a purchase agreement to acquire a 15-property portfolio (the “15-property portfolio”) of outpatient medical real estate. In July 2024 we completed the acquisition of five properties in the 15-property portfolio encompassing 94,494 leasable square feet for an aggregate purchase price of $30.8 million with aggregate annualized base rent of $2.5 million. In October 2024 we completed the acquisition of the remaining 10 properties in the 15-property portfolio encompassing 159,726 leasable square feet for an aggregate purchase price of $49.5 million with aggregate annualized base rent of $3.9 million. In aggregate the 15-property portfolio had a purchase price of $80.3 million with 254,220 leasable square feet and annualized base rent of $6.4 million.
Current wording
In October 2024, we entered into a purchase agreement to acquire a five-property portfolio (the “five-property portfolio”) of medical real estate for an aggregate purchase price of $69.6 million. In February 2025, we completed the acquisition of three properties in the five-property portfolio encompassing an aggregate of 188,874 leasable square feet for an aggregate purchase price of $31.5 million with aggregate annualized base rent of $2.7 million. In April 2025, we completed the acquisition of the remaining two properties in the five-property portfolio encompassing an aggregate of 297,724 leasable square feet for an aggregate purchase price of $38.1 million with aggregate annualized base rent of $3.6 million. In total, the five-property portfolio had a purchase price of $69.6 million with 486,598 leasable square feet and annualized base rent of $6.3 million.
Previous wording
During the nine months ended September 30, 2024, we completed three dispositions that generated aggregate gross proceeds of $20.2 million, resulting in an aggregate loss of $1.6 million.
Current wording
During the three months ended March 31, 2025, we completed two dispositions that generated aggregate gross proceeds of $8.2 million, resulting in an aggregate gain of $1.4 million.
Previous wording
In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock (the “2024 ATM Program”).
Current wording
In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the three months ended March 31, 2025.
Previous wording
During the nine months ended September 30, 2024, we borrowed $82.8 million under the Credit Facility and repaid $55.4 million, for a net amount borrowed of $27.4 million. 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. As of September 30, 2024, the net outstanding Credit Facility balance was $614.4 million and as of November 5, 2024, we had unutilized borrowing capacity under the Revolver of $221 million.
Current wording
During the three months ended March 31, 2025, we borrowed $44.0 million under the Credit Facility and repaid $13.5 million, for a net amount borrowed of $30.5 million. During the three months ended March 31, 2024, we borrowed $14.0 million under the Credit Facility and repaid $7.8 million, for a net amount borrowed of $6.2 million. As of March 31, 2025, the net outstanding Credit Facility balance was $662.8 million and as of May 6, 2025, we had unutilized borrowing capacity under the Revolver of $187 million.
Previous wording
Continued elevated 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.
Current wording
Continued elevated interest rates and recent market volatility have contributed to decreases 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.
Previous wording
Total revenue for the three months ended September 30, 2024 was $34.3 million, compared to $35.5 million for the same period in 2023, a decrease of $1.2 million. The decrease primarily resulted from changes in our portfolio between the periods, including a reduction in portfolio occupancy in 2024 compared to 2023 as well as the impact of tenants placed on cash basis accounting subsequent to the end of the third quarter of 2023. Within that decrease, $4.8 million in revenue was recognized from net lease expense recoveries during the three months ended September 30, 2024, compared to $5.3 million for the same period in 2023.
Current wording
March 31, 2024 and through the three months ended March 31, 2025, partially offset by acquisitions that were completed during that period. Within that decrease, $5.2 million in revenue was recognized from net lease expense recoveries during the three months ended March 31, 2025, compared to $5.0 million for the same period in 2024.
Previous wording
Operating expenses for the three months ended September 30, 2024 were $7.4 million, compared to $7.2 million for the same period in 2023, an increase of $0.2 million. While the increase compared to 2023 is not significant, the increase relative to revenue reflects changes in our portfolio between the periods, including increased costs from properties acquired in 2024, and the impact of tenants placed on cash basis accounting subsequent to the end of the third quarter of 2023, partially offset by a net reduction in costs at other properties. Included in these amounts were $4.8 million of recoverable property operating expenses incurred during the three months ended September 30, 2024, compared to $5.3 million for the same period in 2023. In addition, our operating expenses included $1.6 million of property operating expenses from gross leases for the three months ended September 30, 2024, compared to $1.4 million for the same period in 2023.* *
Current wording
Operating expenses for the three months ended March 31, 2025 were $7.6 million, compared to $7.4 million for the same period in 2024, an increase of $0.2 million. While the increase compared to 2024 is not significant, the increase relative to revenue reflects changes in our portfolio between the periods, including increased costs from properties acquired in 2024 and during the three months ended March 31, 2025, partially offset by a net reduction in costs at other properties. Included in these amounts were $5.2 million of recoverable property operating expenses incurred during the three months ended March 31, 2025, compared to $5.0 million for the same period in 2024. In addition, our operating expenses included $1.4 million of property operating expenses from gross leases for the three months ended March 31, 2025, compared to $1.5 million for the same period in 2024.* *
Previous wording
Depreciation expense for the three months ended September 30, 2024 was $10.0 million, compared to $10.1 million for the same period in 2023, a decrease of $0.1 million. The decrease primarily resulted from the impact of three property dispositions during 2024, with one disposition completed at the end of the second quarter of 2024 and two dispositions completed during the three months ended September 30, 2024, partially offset by the impact of five properties that were acquired in July 2024.
Current wording
Depreciation expense for the three months ended March 31, 2025 was $10.3 million, compared to $10.1 million for the same period in 2024, an increase of $0.2 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to March 31, 2024 and through the three months ended March 31, 2025, partially offset by dispositions that were completed during that period.
Previous wording
Amortization expense for the three months ended September 30, 2024 was $3.6 million, compared to $4.1 million for the same period in 2023, a decrease of $0.5 million. The decrease primarily resulted from the impact of three property dispositions during 2024, with one disposition completed at the end of the second quarter of 2024 and two dispositions completed during the three months ended September 30, 2024, partially offset by the impact of five properties that were acquired in July 2024.
Current wording
Amortization expense for the three months ended March 31, 2025 was $3.5 million, compared to $4.0 million for the same period in 2024, a decrease of $0.5 million. The decrease primarily resulted from the impact of dispositions that were completed subsequent to March 31, 2024 and through the three months ended March 31, 2025, partially offset by acquisitions that were completed during that period.
Previous wording
Interest expense for the three months ended September 30, 2024 and 2023 was $7.2 million. Slightly lower interest rates were offset by higher average borrowings during the three months ended September 30, 2024, compared to the same period in 2023.
Current wording
Interest expense for the three months ended March 31, 2025 was $7.2 million, compared to $6.9 million for the same period in 2024, an increase of $0.3 million. The increase was primarily due to higher average borrowings, partially offset by lower interest rates during the three months ended March 31, 2025, compared to the same period in 2024.
Previous wording
The weighted average interest rate of our debt for the three months ended September 30, 2024 was 3.97% compared to 3.98% for the same period in 2023. Additionally, the weighted average interest rate and term of our debt was 3.79% and 2.2 years at September 30, 2024.
Current wording
The weighted average interest rate of our debt for the three months ended March 31, 2025 was 3.83% compared to 3.90% for the same period in 2024. Additionally, the weighted average interest rate and term of our debt was 3.84% and 1.8 years at March 31, 2025.
Previous wording
During the three months ended September 30, 2024, we completed two dispositions resulting in an aggregate gain of $1.8 million. In September 2024, we 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 July 2024, we 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.
Current wording
During the three months ended March 31, 2025, we completed two dispositions resulting in an aggregate gain of $1.4 million. During the three months ended March 31, 2024 we had no property dispositions.
Previous wording
Net income for the three months ended September 30, 2024 was $3.4 million, compared to $4.8 million for the same period in 2023, a decrease of $1.4 million*.*
Current wording
Net income for the three months ended March 31, 2025 was $3.7 million, compared to $2.3 million for the same period in 2024, an increase of $1.4 million*.*
Previous wording
As of September 30, 2024 and December 31, 2023, our principal assets consisted of investments in real estate, net, of $1.2 billion. We completed five acquisitions and completed three property sales during the nine months ended September 30, 2024. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $7.8 million and $6.7 million, as of September 30, 2024 and December 31, 2023, respectively.
Current wording
As of March 31, 2025 and December 31, 2024, our principal assets consisted of investments in real estate, net, of $1.2 billion. We completed three acquisitions and completed two dispositions during the three months ended March 31, 2025. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $7.6 million and $8.9 million, as of March 31, 2025 and December 31, 2024, respectively.
Previous wording
The increase in our cash and cash equivalents and restricted cash balances to $7.8 million as of September 30, 2024, compared to $6.7 million as of December 31, 2023, was primarily due to net borrowings on our Credit Facility, net proceeds received from the sale of investment properties, net proceeds received from ATM equity issuances, and net cash provided by operating activities, partially offset by funds used to pay dividends to our common and preferred stockholders and holders of OP Units and LTIP Units, funds used to acquire investment properties, the repayment of notes payable, and funds used for capital expenditures on existing real estate investments and leasing commissions.
Current wording
The decrease in our cash and cash equivalents and restricted cash balances to $7.6 million as of March 31, 2025, compared to $8.9 million as of December 31, 2024, was primarily due to funds used to acquire investment properties, the payment of dividends to common and preferred stockholders as well as holders of OP Units and LTIP Units, and funds used for capital expenditures on existing real estate investments and leasing commissions, partially offset by net borrowings on our Credit Facility, net proceeds received from the sale of investment properties, and net cash provided by operating activities.
Previous wording
The increase in our total liabilities to $678.0 million as of September 30, 2024 compared to $661.9 million as of December 31, 2023, was primarily the result of higher net borrowings outstanding on our Credit Facility, partially offset by a lower notes payable balance outstanding.
Current wording
The increase in our total liabilities to $731.5 million as of March 31, 2025 compared to $700.6 million as of December 31, 2024, was primarily the result of higher net borrowings outstanding on our Credit Facility.
Previous wording
Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements and leasing costs at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, and distributions. Beyond 2024, 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.
Current wording
Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements and leasing costs at our properties, scheduled debt maturities, general and administrative expenses, including cash severance costs owed to Mr. Busch pursuant to the Transition and Separation Agreement, operating expenses, and distributions. Beyond 2025, 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.
Previous wording
In January 2024, the Company and the Operating Partnership implemented the 2024 ATM Program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock.
Current wording
In January 2024, the Company and the Operating Partnership implemented the 2024 ATM Program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock. No shares were sold under the 2024 ATM Program during the three months ended March 31, 2025 or from April 1, 2025 through May 6, 2025.
Previous wording
*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 5, 2024, we had unutilized borrowing capacity under the Credit Facility of $221 million.
Current wording
*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 May 6, 2025, we had unutilized borrowing capacity under the Credit Facility of $187 million.
Previous wording
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.
Current wording
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 May 3, 2021), and (iii) five years and six months (beginning on August 1, 2022) for Term Loan B. Interest rates on amounts outstanding under the Credit Facility equal SOFR plus a related spread adjustment of 10 basis points and a borrowing spread based on the current pricing grid in the Credit Facility.
Previous wording
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, 2024, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.
Current wording
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%, (vii) a maximum cash investment in joint ventures of 10% of total asset value and (viii) a minimum net worth of $573 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2022. As of March 31, 2025, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.
Previous wording
*Other Fixed Debt.*We have $14.5 million in gross notes payable as of September 30, 2024. This debt is comprised of two instruments.
Current wording
*Other Fixed Debt.*We have $14.3 million in gross notes payable as of March 31, 2025. This debt is comprised of two instruments.
Previous wording
As of September 30, 2024, five of our 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%.
Current wording
*Hedging Instruments.As of March 31, 2025, *we had nine interest rate swaps that are used to manage our interest rate risk. Five of our interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term
Previous wording
As of September 30, 2024, 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%.
Current wording
Loan A through April 2026 at 1.36%. 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%.
Previous wording
Total Fixed Debt. Our fixed debt totaled $514.5 million on a gross basis at September 30, 2024, with a weighted average interest rate of 3.18% based on our interest rate swaps and at current leverage. The weighted average maturity of our fixed debt was 2.1 years at September 30, 2024.
Current wording
Total Fixed Debt. Our fixed debt totaled $514.3 million on a gross basis at March 31, 2025, with a weighted average interest rate of 3.18% based on our interest rate swaps and at current leverage. The weighted average maturity of our fixed debt was 1.6 years at March 31, 2025.
Previous wording
Net cash provided by operating activities for the nine months ended September 30, 2024 was $49.5 million, compared to $50.3 million for the same period in 2023. During the 2024 period net income was lower, non-cash depreciation and amortization expenses were lower, and tenant receivables and deferred assets were higher, partially offset by an aggregate loss on the sale of investment properties, and an increase in non-cash LTIP compensation expense.
Current wording
Net cash provided by operating activities for the three months ended March 31, 2025 was $12.3 million, compared to $14.3 million for the same period in 2024. During the 2025 period, non-cash LTIP compensation expense and amortization expense were lower.
Previous wording
Net cash used in investing activities for the nine months ended September 30, 2024 was $26.4 million, compared to net cash provided by investing activities of $70.7 million for the same period in 2023. During the 2024 period we received less net proceeds from the sale of investment properties, we used funds to acquire investment properties, and more funds were used for capital expenditures on existing real estate investments and leasing commissions.
Current wording
Net cash used in investing activities for the three months ended March 31, 2025 was $27.2 million, compared to $2.7 million for the same period in 2024. During the 2025 period, we used funds to acquire investment properties and more funds were used for capital expenditures on existing real estate investments, partially offset by net proceeds received from the sale of investment properties and less funds used to pay leasing commissions.
Previous wording
Net cash used in financing activities for the nine months ended September 30, 2024 was $22.0 million, compared to $127.9 million for the same period in 2023. During the 2024 period, dividends paid to common and preferred stockholders as well as holders of OP Units and LTIP Units and the repayment of our notes payable were partially offset by net borrowings on our Credit Facility and net proceeds received from ATM equity issuances.
Current wording
Net cash provided by financing activities for the three months ended March 31, 2025 was $13.6 million, compared to net cash used in financing activities of $10.5 million for the same period in 2024. During the 2025 period, we had higher net borrowings on our Credit Facility, partially offset by slightly higher dividends paid to common and preferred stockholders as well as holders of OP Units and LTIP Units.
Previous wording
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.
Current wording
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, property impairment losses, 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 calculated to reflect FFO on the same basis. 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.
Previous wording
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, and other items*.*
Current wording
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, severance and transition related expense, and other items related to unconsolidated partnerships and joint ventures.
Previous wording
A reconciliation of net income to FFO and AFFO for the three and nine months ended September 30, 2024 and 2023 is as follows:
Current wording
A reconciliation of net income to FFO and AFFO for the three months ended March 31, 2025 and 2024 is as follows:
Previous wording
The Company calculates EBITDAre in accordance with standards established by NAREIT and defines EBITDAre 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 EBITDAreas EBITDAre plus loss on extinguishment of debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, preacquisition expense and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre 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.
Current wording
The Company calculates EBITDAre in accordance with standards established by NAREIT and defines EBITDAre 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, property impairment losses, andadjustments for unconsolidated partnerships and joint ventures to reflect EBITDAre on the same basis, as applicable. The Company defines Adjusted EBITDAreas EBITDAre plus loss on extinguishment of debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, severance and transition related expense, transaction expense, adjustments related to our investments in unconsolidated joint ventures, and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre 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.
Previous wording
A reconciliation of net income to EBITDAreand Adjusted EBITDAre for the three and nine months ended September 30, 2024 and 2023 is as follows:
Current wording
A reconciliation of net income to EBITDAreand Adjusted EBITDAre for the three months ended March 31, 2025 and 2024 is as follows:
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
reduction in costs at other properties. Included in these amounts were $14.7 million of recoverable property operating expenses incurred during the nine months ended September 30, 2024, compared to $15.5 million for the same period in 2023. In addition, our operating expenses included $4.0 million of property operating expenses from gross leases for the nine months ended September 30, 2024, compared to $4.5 million for the same period in 2023.* *
Previous report — wording carried elsewhere
The weighted average interest rate of our debt for the nine months ended September 30, 2024 was 3.93% compared to 4.22% for the same period in 2023. Additionally, the weighted average interest rate and term of our debt was 3.79% and 2.2 years at September 30, 2024.
Previous report — wording carried elsewhere
*Hedging Instruments.*We have nine interest rate swaps that are used to manage our interest rate risk. A description of these swaps is below: