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Community Healthcare Trust Inc

For the period ended Mar 31, 2024. Filed Apr 30, 2024.

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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, 2024 · Filed Apr 30, 2024

CHCT$14.84+0.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

March 31, 2024

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Overview

Community Healthcare Trust Incorporated (the ‘‘Company’’, ‘‘we’’, ‘‘our’’) was organized in the State of Maryland on March 28, 2014. The Company is a fully-integrated healthcare real estate company that owns and acquires real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers. As of March 31, 2024, the Company had investments of approximately $1.1 billion in 197 real estate properties (including a portion ofone property accounted for as a sales-type lease with a gross amount totaling approximately $3.0 million andtwo properties classified as an asset held for sale with an aggregate amount totaling approximately $7.5 million. See Note 10 – Other Assets, net and Note 4 – Real Estate Acquisitions and Dispositions, respectively). The properties are located in 35 states, totaling approximately 4.4 million square feet in the aggregate and were approximately 92.3% leased, excluding real estate assets held for sale, at March 31, 2024 with a weighted average remaining lease term of approximately 6.9 years. Any references to square footage, property count, or occupancy percentages, and any amounts derived from these values in these notes to the Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm's review.

Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2024. All intercompany accounts and transactions have been eliminated.

Use of Estimates in the Condensed Consolidated Financial Statements

Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes, including among others, estimates related to impairment assessments, purchase price allocations, valuation of properties held for sale, and valuation of financial instruments. Actual results may materially differ from those estimates.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased. Restricted cash consists of amounts held by the lender of our mortgage note payable to provide for future real estate tax, insurance expenditures and tenant improvements related to one property. The carrying amounts approximate fair value due to the short term maturity of these investments. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Company's Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows:

Balance as of March 31,
(Dollars in thousands)20242023
Cash and cash equivalents$3,805$3,666
Restricted cash1,141959
Cash, cash equivalents and restricted cash$4,946$4,625

Revenue Recognition

The primary source of revenue for the Company is generated through its leasing arrangements with its tenants which is accounted for under ASC Topic 842, or through notes with its borrowers which is covered under ASC 310. The Company's rental income and interest income are recognized based on contractual arrangements with its tenants and borrowers. From the inception of a lease, if collection of substantially all of the lease payments is probable for a tenant, then rental income is recognized as earned over the life of the lease agreement on a straight-line basis. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue in amounts more or less than amounts currently due from tenants. If management determines that collection of substantially all of a lease’s payments is not probable, it will revert to recognizing such lease payments at the lesser of cash collected, lease income reflected on a straight-line basis, or another systematic basis plus variable rent when it becomes accruable and will reverse any recorded receivables related to that lease. In the event that management subsequently determines collection of substantially all of that lease’s receivable is probable, management will reinstate and record all such receivables for the lease in accordance with the lease terms. The Company maintains a general allowance for its lease receivables that the Company has determined are probable of collection. The Company recognizes interest income on an accrual basis unless the Company determines that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status and interest income is recognized on a cash basis.

Income Taxes

The Company has elected to be taxed as a real estate investment trust ("REIT"), as defined under the Internal Revenue Code of 1986, as amended (the "Code"). The Company and two subsidiaries have also elected for those subsidiaries to be treated as taxable REIT subsidiaries ("TRSs"), which are subject to federal and state income taxes. No provision has been made for federal income taxes for the REIT; however, the Company has recorded income tax expense or benefit for the TRSs to the extent applicable. The Company intends at all times to qualify as a REIT under the Code. The Company must distribute at least 90% per annum of its REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP) and meet other requirements to continue to qualify as a REIT.

NOTE 2. REAL ESTATE INVESTMENTS

As of March 31, 2024, we had investments of approximately $1.1 billion in 197 real estate properties (including a portion ofone property accounted for as a sales-type lease with a gross amount totaling approximately $3.0 million andtwo properties classified as held for sale with an aggregate amount totaling approximately $7.5 million). The Company's investments are diversified by property type, geographic location, and tenant as shown in the following tables:

Property Type# of PropertiesGross Investment(in thousands)
Medical Office Building96$469,475
Inpatient Rehabilitation Hospitals8174,772
Acute Inpatient Behavioral5130,528
Specialty Centers37117,807
Physician Clinics3087,873
Surgical Centers and Hospitals1054,181
Behavioral Specialty Facilities945,051
Long-term Acute Care Hospitals221,484
Total197$1,101,171
State# of PropertiesGross Investment(in thousands)
Texas17$162,944
Illinois18131,956
Ohio26114,169
Florida25109,490
Pennsylvania1559,531
All Others96523,081
Total197$1,101,171
Primary Tenant# of PropertiesGross Investment(in thousands)
Lifepoint Health6$105,862
US HealthVest377,964
All Others (less than 4%)188917,345
Total197$1,101,171

GenesisCare Bankruptcy

Effective February 16, 2024, one of the Company's tenants, GenesisCare and certain of its affiliates ("GenesisCare"), emerged from Chapter 11 bankruptcy protection, and GenesisCare U.S. is now an independent business delivering oncology and specialty care services in Florida and North Carolina. Of the Company'sseven leases with GenesisCare, five were assumed or assigned to buyers as part of the bankruptcy process andtwo remain with the GenesisCare U.S. entity.

NOTE 3. REAL ESTATE LEASES

Lessor Accounting

The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2039. The Company’s leases generally require the lessee to pay minimum rent, with fixed rent renewal terms or increases based on a Consumer Price Index and may also include additional rent, which may include the reimbursement of taxes (including property taxes), insurance, maintenance and other operating costs associated with the leased property.

Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. Some leases also allow the lessee to renew or extend their lease term or in some cases terminate their lease, based on conditions provided in the lease.

Future minimum lease payments under the non-cancelable operating leases due to the Company for the years ending December 31, as of March 31, 2024, are as follows (in thousands):

2024 (nine months ended December 31)$74,362
202593,815
202684,865
202777,227
202871,052
2029 and thereafter381,758
$783,079

Rental income is recognized as earned over the life of the lease agreement on a straight-line basis when collection of rental payments over the term of the lease is probable. Straight-line rent included in rental income was approximately $0.8 million and $0.9 million, respectively, for the three months ended March 31, 2024 and 2023.

Purchase Option Provisions

Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally allow the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase. At March 31, 2024, the Company had an aggregate gross investment of approximately $37.2 million in 10 real estate properties with purchase options exercisable at March 31, 2024 that had not been exercised.

Sales-type Lease

The Company has a portion ofone property accounted for as a sales-type lease with a gross amount totaling approximately $3.0 million included in other assets, net on the Company's Condensed Consolidated Balance Sheets. Future lease payments due to the Company under this lease for the years ending December 31, as of March 31, 2024, are as follows (in thousands):

2024 (nine months ended December 31)$261
2025356
2026367
2027378
2028389
2029 and thereafter4,821
Total undiscounted lease receivable6,572
Discount(3,547)
Lease receivable$3,025

The Company recognized interest income of approximately $0.1 million during each of the three months ended March 31, 2024 and 2023 related to this lease which is included in other operating interest on the Company's Condensed Consolidated Statements of Income.

Lessee Accounting

At March 31, 2024, the Company was obligated, as the lessee, under four non-prepaid ground leases accounted for as operating leases with expiration dates, including renewal options, through 2076, andtwo non-prepaid ground leases accounted for as financing leases with expiration dates through 2109, including renewal options. Any rental increases related to the Company's ground leases are generally either stated or based on the Consumer Price Index. The Company's future lease payments under these non-prepaid ground leases were as follows (in thousands):

Operating · Financing
2024 (nine months ended December 31)$32$115
202544154
202644154
202745154
202846154
2029 and thereafter$1,102$6,802
Total undiscounted lease payments1,3137,533
Discount(541)(4,260)
Lease liabilities$772$3,273

The following table discloses other information regarding the ground leases.

Three Months EndedMarch 31,
20242023
Operating leases:
Weighted-average remaining lease term in years (including renewal options)34.836.0
Weighted-average discount rate4.0%4.0%
Financing leases:
Weighted-average remaining lease term in years (including renewal options)39.640.6
Weighted-average discount rate4.2%4.2%

NOTE 4. REAL ESTATE ACQUISITIONS AND DISPOSITIONS

Acquisitions

During the first quarter of 2024, the Company acquired four real estate properties in three transactions. Upon acquisition, the properties were 98.6% leased in the aggregate with lease expirations through 2039. Amounts reflected in revenues and net income for these properties for the three months ended March 31, 2024 were approximately $0.2 million and $0.1 million, respectively, and transaction costs totaling approximately $0.3 million were capitalized relating to these property acquisitions.

The following table summarizes our property acquisitions for the three months ended March 31, 2024:

LocationProperty Type (1)Number of PropertiesDateAcquiredPurchase PriceCash ConsiderationReal EstateOther (2)Square Footage
(000's) · (000's) · (000's) · (000's)
New Bedford, MALTACH11/31/24$6,500$6,540$6,547$(7)70,657
Elkton, MDMOB13/25/244,5004,5784,757(179)19,656
Bemidji, MNMOB23/29/2423,20023,17923,375(196)74,700
$34,200$34,297$34,679$(382)165,013
(1) LTACH - Long-term Acute Care Hospital; MOB - Medical Office Building
(2) Includes other assets acquired, liabilities assumed, and above and below-market intangibles recognized at acquisition

The following table summarizes the relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the three months ended March 31, 2024:

Relative Fair Value · Estimated Useful Life
(in thousands) · (in years)
Land and land improvements$4,5975.1
Building and building improvements27,53826.7
Intangibles:
At-market lease intangibles2,5443.6
Above-market lease intangibles1215.0
Below-market lease intangibles(275)2.0
Total intangibles2,390
Accounts payable, accrued liabilities and other liabilities assumed(194)
Accounts receivable and other assets acquired48
Prorated rent, interest and operating expense reimbursement amounts collected(82)
Total cash consideration$34,297

Assets Held for Sale

The Company hadtwo properties classified as held for sale as of March 31, 2024. The table below reflects the assets and liabilities classified as held for sale as of March 31, 2024 and December 31, 2023.

(Dollars in thousands)March 31, 2024December 31, 2023
Balance Sheet data:
Land$1,576$1,576
Building, improvements, and lease intangibles10,05610,056
11,63211,632
Accumulated depreciation(4,166)(4,166)
Real estate assets held for sale, net$7,466$7,466

NOTE 5. DEBT, NET

The table below details the Company's debt as of March 31, 2024 and December 31, 2023.

Balance as of
(Dollars in thousands)March 31, 2024December 31, 2023Maturity Dates
Credit Facility:
Revolving Credit Facility$89,000$50,0003/26
A-3 Term Loan, net74,76174,7303/26
A-4 Term Loan, net124,550124,5223/28
A-5 Term Loan, net149,222149,1893/30
Mortgage Note Payable, net4,7874,8155/24
$442,320$403,256

Credit Facility

The Company's third amended and restated credit agreement, as amended (the "Credit Facility") is by and among

Community Healthcare Trust Incorporated, as borrower, the several banks and financial institutions party thereto as lenders, and Truist Bank, as administrative agent.

The Credit Facility provides for a $150.0 million revolving credit facility (the "Revolving Credit Facility") and $350.0 million in term loans (the "Term Loans"). The Revolving Credit Facility matures on March 19, 2026 and includesone 12-month option to extend the maturity date, subject to the satisfaction of certain conditions. The Term Loans include aseven-year term loan facility in the aggregate principal amount of $75.0 million (the "A-3 Term Loan"), which matures on March 29, 2026, aseven-year term loan facility in the aggregate principal amount of $125.0 million (the "A-4 Term Loan"), which matures on March 19, 2028, and a seven-year and three-month term loan facility in the aggregate principal amount of $150.0 million (the "A-5 Term Loan") which matures on March 14, 2030. Loans under the Credit Facility are interest only with principal amounts due as of each facility's applicable maturity date. The Credit Facility allows the Company to borrow, through the accordion feature, up to $700.0 million, including the ability to add and fund incremental term loans. The Company's material subsidiaries are guarantors of the obligations under the Credit Facility.

Amounts outstanding under the Revolving Credit Facility will bear interest at a floating rate based on the Company's option, on either: (i) adjusted term SOFR or adjusted daily simple SOFR plus 1.25% to 1.90% or (ii) a base rate plus 0.25% to 0.90% in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.20% of the amount of the unused portion of the Revolving Credit Facility if amounts borrowed are greater than 33.3% of the borrowing capacity under the Revolving Credit Facility and 0.25% of the unused portion of the Revolving Credit Facility if amounts borrowed are less than or equal to 33.3% of the borrowing capacity under the Revolving Credit Facility. The Company had $89.0 million outstanding under the

Revolving Credit Facility with a weighted average interest rate of 7.06% and a borrowing capacity remaining of $61.0 million at March 31, 2024.

Amounts outstanding under the Term Loans will bear interest at a floating rate that is based, at the Company's option, on either (i) adjusted term SOFR or adjusted daily SOFR plus 1.65% to 2.30%, plus a simple SOFR adjustment equal to 0.10% per annum, or (ii) a base rate plus 0.65% to 1.30%, in each case, depending upon the Company’s leverage ratio. The Company has entered into interest rate swaps to fix the interest rates on the Term Loans. See Note 6 – Derivative Financial Instruments for more details on the interest rate swaps. At March 31, 2024, the Company had $350.0 million outstanding under the Term Loans which had a fixed weighted average interest rate under the swaps of approximately 4.4%.

The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Company was in compliance with its financial covenants under its Credit Facility as of March 31, 2024.

Mortgage Note Payable

The Company's mortgage note payable is secured by a building which had a $7.1 million carrying balance at March 31, 2024. The mortgage note amortizes monthly at a fixed interest rate of 4.98% with a balloon payment of approximately $4.8 million due upon maturity on May 1, 2024.

NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

On March 29, 2024, two interest rate swaps matured and were replaced withtwo forward-starting interest rate swaps for notional amounts totaling $50.0 million. As of March 31, 2024, the Company hadfifteen outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk for notional amounts totaling $350.0 million, which mature between 2026 and 2030, at the maturity dates of the associated term loans (see Note 5 – Debt, net).

Tabular Disclosure of Fair Value of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023.

Asset Derivatives Fair Value atLiability Derivatives Fair Value at
(Dollars in thousands)March 31, 2024December 31, 2023Balance Sheet ClassificationMarch 31, 2024December 31, 2023Balance Sheet Classification
Interest rate swaps$21,490$16,417Other assets, net$—$—Other liabilities, net

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income ("AOCI") and are subsequently reclassified to interest expense in the period that the hedged forecasted transaction affects earnings.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s Term Loans. During the next twelve months, the Company estimates that an additional $9.2 million will be reclassified from AOCI as a decrease to interest expense.

Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2024 and 2023.

Three Months EndedMarch 31,
(Dollars in thousands)20242023
Amount of unrealized gain (loss) recognized in OCI on derivative$7,870$(4,973)
Amount of gain reclassified from AOCI into interest expense$(2,797)$(2,010)
Total interest expense presented in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded$5,062$3,992

Tabular Disclosures of Offsetting Derivatives

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of March 31, 2024 and December 31, 2023. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Condensed Consolidated Balance Sheets.

Offsetting of Derivative Assets (as of March 31, 2024)
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(In thousands)Gross Amounts of Recognized AssetsGross Amounts Offset in the Condensed Consolidated Balance SheetNet Amounts of Assets in the Condensed Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$21,490$—$21,490$—$—$21,490
Offsetting of Derivative Liabilities (as of March 31, 2024)
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(In thousands)Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Condensed Consolidated Balance SheetNet Amounts of Liabilities in the Condensed Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$—$—$—$—$—$—
Offsetting of Derivative Assets (as of December 31, 2023)
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(In thousands)Gross Amounts of Recognized AssetsGross Amounts Offset in the Condensed Consolidated Balance SheetNet Amounts of Assets in the Condensed Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$16,417$—$16,417$—$—$16,417
Offsetting of Derivative Liabilities (as of December 31, 2023)
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets
(In thousands)Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Condensed Consolidated Balance SheetNet Amounts of Liabilities in the Condensed Consolidated Balance SheetsFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$—$—$—$—$—$—

Credit-risk-related Contingent Features

As of March 31, 2024, the Company did not have any derivatives in a net liability position. As of March 31, 2024, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company terminated these interest rate swaps or breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.

NOTE 7. STOCKHOLDERS' EQUITY

Common Stock

The following table provides a reconciliation of the beginning and ending common stock balances for the three months ended March 31, 2024 and for the year ended December 31, 2023:

(In thousands)Three Months EndedMarch 31, 2024Year Ended December 31, 2023
Balance, beginning of period27,61325,897
Issuance of common stock191,385
Restricted stock issued90361
Restricted stock withheld and forfeited(21)(30)
Balance, end of period27,70127,613

ATM Program

The Company has an at-the-market offering program ("ATM Program"), with Piper Sandler & Co., Evercore Group L.L.C., Truist Securities, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated, Fifth Third Securities, Inc. and Janney Montgomery Scott LLC, as sales agents (collectively, the “Agents”). Under the ATM Program, the Company may issue and sell shares of its common stock, having an aggregate gross sales price of up to $500.0 million. The shares of common stock may be sold from time to time through or to one or more of the Agents, as may be determined by the Company in its sole discretion, subject to the terms and conditions of the agreement and applicable law.

The Company's activity under the ATM Program during the three months ended March 31, 2024 is detailed in the table below. As of March 31, 2024, the Company had approximately $433.3 million remaining that may be issued under the ATM Program.

Three Months EndedMarch 31, 2024
Shares issued (in thousands)19
Net proceeds received (in millions)$0.5
Average gross sales price per share$27.51

NOTE 8. NET INCOME (LOSS) PER COMMON SHARE

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2024 and 2023, respectively.

Three Months EndedMarch 31,
(In thousands, except per share data)20242023
Net income (loss)$3,665$(6,922)
Participating securities' share in earnings(647)(822)
Net income (loss), less participating securities' share in earnings$3,018$(7,744)
Weighted average Common Shares outstanding
Weighted average Common Shares outstanding27,68026,043
Unvested restricted shares(1,383)(1,816)
Weighted average Common Shares outstanding–Basic26,29724,227
Dilutive potential common shares——
Weighted average Common Shares outstanding –Diluted26,29724,227
Basic Net Income (Loss) per Common Share$0.11$(0.32)
Diluted Net Income (Loss) per Common Share$0.11$(0.32)

NOTE 9. STOCK INCENTIVE PLAN

A summary of the restricted stock activity under the Company's 2014 Incentive Plan, as amended, for the three months ended March 31, 2024 and 2023 is included in the table below, as well as compensation expense recognized from the amortization of the value of shares over the applicable vesting periods.

Three Months EndedMarch 31,
(Dollars and shares in thousands) · 2024 · 2023
Stock-based awards, beginning of period1,3741,708
Stock in lieu of compensation4362
Stock awards4767
Total stock granted90129
Vested shares (1)(84)—
Forfeited shares—(1)
Stock-based awards, end of period1,3801,836
Amortization expense (1)$2,107$14,346
___________
1) Amortization expense for the three months ended March 31, 2023 included accelerated amortization totaling approximately $11.8 million upon the passing of our former CEO and President.

Accelerated Amortization of Restricted Stock

The Company's former CEO and President, Timothy Wallace, passed away in March 2023. At the time of his passing, Mr. Wallace had 624,725 shares of restricted stock that had not been fully amortized. In accordance with the terms of his employment agreement, the Company accelerated the unamortized remaining balance of deferred compensation related to his unvested shares and recognized an additional $11.8 million of amortization expense in the first quarter of 2023.

Amendment to the 2014 Incentive Plan, Updates to Compensation Programs, and Issuance of RSUs

On January 2, 2024, the Company's Board approved and adopted a fourth amendment to the 2014 Incentive Plan that provided for the award of restricted stock units ("RSUs").

The Board also approved and adopted the Third Amended and Restated Alignment of Interest Program (the "Third Alignment of Interest Program"), which superseded the Second Amended and Restated Alignment of Interest Program. The Third Alignment of Interest Program implemented (i) a maximum elective deferral percentage amount of salary and bonus to 50% to the acquisition of restricted stock for certain participants in the program (previously 100%), and (ii) limited the duration of the restriction period election depending on the retirement eligibility date per their employment agreements. These changes were effective beginning January 1, 2024 for salary and other compensation deferrals and will be effective for performance periods commencing on and after July 1, 2024 for cash bonus deferrals.

Further, the Board approved and adopted the Third Amended and Restated Executive Officer Incentive Program (the "Third Executive Officer Incentive Program"), which superseded the Second Amended and Restated Executive Officer Program, other than with respect to the individual and company performance awards for the performance period running from July 1, 2023 to June 30, 2024. The Third Executive Officer Incentive Program allows for the grant of RSUs.

The Company historically granted long-term incentive awards to its executive officers which was comprised of restricted stock that vested in 8 years, based on backward-looking performance metrics. On January 2, 2024, the Board approved and adopted a new incentive compensation structure for its executive officers, including the issuance of time-based and performance-based RSUs with three-year forward-looking performance targets beginning with an initial performance period beginning July 1, 2023.

On January 2, 2024, the Company granted performance-based and time-based RSUs to its executive officers under the 2014 Incentive Plan and the Third Executive Officer Incentive Program. These RSUs with a grant date value totaling $2.6 million are forward-looking with athree-year performance period beginning July 1, 2023. The performance-based RSUs were valued by independent specialists utilizing a Monte Carlo simulation to calculate the weighted average grant date fair values of $13.67 per share for the Absolute TSR units and $20.77 per share for the Relative TSR units. The grant date fair value of the Time-based TSR units was based on the Company's stock price on the grant date of $26.62. The combined weighted average grant date fair value of the RSUs granted was $19.24 per share. The following assumptions were used in valuing the performance-based RSUs:

Volatility25.0%
Dividend assumption5.4%
Expected term3 years
Risk-free rate4.3%
Stock price (per share)$26.62

A summary of the Company's RSU activity during the three months ended March 31, 2024 and 2023, respectively, is included in the table below, as well as compensation expense recognized from the amortization of the value of RSUs over the applicable vesting periods.

Three Months Ended March 31,
(Dollars and RSUs in thousands) · 2024 · 2023
Restricted Stock Units, beginning of period——
Absolute TSR Performance-based RSUs granted57—
Relative TSR Performance-based RSUs granted43—
Time-based RSUs granted34—
Total RSUs granted134—
Vested RSUs——
Forfeited RSUs——
Restricted Stock Units, end of period134—
Amortization expense$317$—
Grant Date Value Remaining at period end to be Amortized During the Performance Period$2,253$—
______________
(1) The number of Performance-based RSUs granted were based on target levels. Actual number of shares granted will be based on performance at the end of the performance period which is June 30, 2026. The Performance-based RSUs, if earned, will vest at the end of the performance period.
(2) The number of Time-based RSUs granted were based on target levels. One-third of these RSUs will vest on each of June 30, 2024, 2025, 2026.

Restricted Stock Issuances

On January 12, 2024, pursuant to the 2014 Incentive Plan and the Third Alignment of Interest Program, the Company granted 79,533 shares of restricted stock to its employees, in lieu of salary, that will cliff vest between three andeight years. Of the shares granted,43,292 shares of restricted stock were granted in lieu of compensation from the program pool and 36,241 shares of restricted stock were awarded based on the restriction period elected from the plan pool. Also, on January 12, 2024, pursuant to the 2014 Incentive Plan and the Non-Executive Officer Incentive Program, the Company granted 10,159 shares of restricted stock to certain employees that will cliff vest infive years.

Adoption of the 2024 Incentive Plan

On March 4, 2024, the Company's Compensation Committee and Board of Directors adopted and approved the 2024 Incentive Plan (the "Plan"). On April 17, 2024, the Company's Board of Directors adopted and approved an amendment to the Plan to remove a sentence related to reload options. The Plan, as amended, is subject to approval by our stockholders at the annual meeting. The 2024 Incentive Plan, if approved, will replace our 2014 Incentive Plan which expired on March 31, 2024. The Plan, which will expire on March 4, 2034, implements several changes including, among others, the following:

Freezes all awards under the 2014 Incentive Plan as of its expiration date;

Removes the "evergreen provision" which allowed for the incremental automatic increase in the number of shares of common stock reserved for issuance under the Plan;

Increases the number of shares of common stock authorize for issuance under the Plan to 1,150,000; and

Expands the types of awards that may be awarded under the Plan.

NOTE 10. OTHER ASSETS, NET

Other assets, net on the Company's Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 are detailed in the table below.

Balance as of
(Dollars in thousands)March 31, 2024December 31, 2023
Notes receivable$29,905$30,775
Fair value of interest rate swaps21,49016,417
Straight-line rent receivables19,23618,481
Accounts receivable6,2554,645
Sales-type lessor receivable3,0253,028
Above-market intangible assets, net2,5602,645
Leasing commissions, net2,4982,312
Financing lease right-of-use assets2,4712,486
Prepaid assets1,4291,203
Operating lease right of use assets721729
Other649684
Deferred financing costs, net418471
$90,657$83,876

The Company's notes receivable mainly included:

At March 31, 2024 and December 31, 2023, notes receivable included a $5.3 million and $6.0 million, respectively, term loan, secured by all assets and ownership interests inseven long-term acute care hospitals andone inpatient rehabilitation hospital owned by the borrower. The term loan will be repaid in equal monthly installments of $250,000 through the maturity date of December 31, 2025 and bears interest at 9% per annum.

At March 31, 2024 and December 31, 2023, notes receivable included a fully-funded term loan totaling $17.0 million and a revolving credit facility with $5.4 million drawn, secured by assets and ownership interests ofsix geriatric behavioral hospitals and affiliated companies all of which are co-borrowers on the loans. At March 31, 2024, the Company had an unfunded commitment of $3.1 million on the revolving credit facility and an unfunded commitment of up to $2.0 million on an advancing term loan facility. The term loan bears interest at 9% per annum, with interest only payments due initially and then equal monthly installments of principal payments due beginning March 31, 2025. The term loan facility matures on December 31, 2032. The revolving credit facility bears interest at 9% per annum and matures on December 31, 2025. The advancing term loan may be funded at the Company's discretion, and bears interest at 9% per annum on any amount funded, that may be used by the borrower to pay existing liabilities of co-borrowers. The term loan, the revolving credit facility and the additional commitment all include a 3% per annum non-cash interest charge that is due and payable upon the earlier of the repayment or maturity of each note.

At March 31, 2024 and December 31, 2023, notes receivable also included a $2.2 million and $2.3 million, respectively, revolving credit facility. Commencing on October 1, 2023, the revolving credit facility will be repaid in equal monthly installments of $40,000 through the maturity date of April 1, 2027. The revolving credit facility bears interest at 9% per annum, as well as a 3% per annum non-cash interest charge that is due and payable upon the earlier of the repayment or maturity of the note.

The Company identified the borrowers of these notes as variable interest entities ("VIEs"), but management determined that the Company was not the primary beneficiary of the VIEs because we lack either directly or through related parties any material decision-making rights or control of the entities that impact the borrowers' economic performance. We are not obligated to provide support beyond our stated commitment to the borrowers, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding notes receivable.

The VIEs that we have identified at March 31, 2024 are summarized in the table below.

ClassificationCarrying Amount (in thousands)Maximum Exposure to Loss(in thousands)
Note receivable (term loan)$5,250$5,250
Note receivable (revolving credit facility)$5,435$5,435
Note receivable (term loan)$17,000$17,000
Note receivable (revolving credit facility)$2,220$2,220

NOTE 11. OTHER LIABILITIES, NET

Other liabilities, net on the Company's Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 are detailed in the table below.

Balance as of
(Dollars in thousands)March 31, 2024December 31, 2023
Prepaid rent$5,442$5,378
Security deposits3,7893,765
Below-market lease intangibles, net3,1853,188
Financing lease liability3,2733,277
Operating lease liability772775
Other499485
$16,960$16,868

NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate the fair value.

Cash and cash equivalents and restricted cash - The carrying amount approximates the fair value. The fair value estimates were determined using level 1 inputs.

Notes receivable - The fair value is estimated using cash flow analyses, based on an assumed market rate of interest or at a rate consistent with the rates on notes carried by the Company and are classified as level 2 inputs in the hierarchy.

Borrowings under our Credit Facility - The carrying amount approximates the fair value because the borrowings are based on variable market interest rates. The fair value estimates were determined using level 2 inputs.

Derivative financial instruments (Interest rate swaps) - The fair value is estimated using discounted cash flow techniques. These techniques incorporate primarily level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as level 2 inputs in the hierarchy.

Mortgage note payable - The fair value is estimated using cash flow analyses which are based on an assumed market rate of interest or at a rate consistent with the rates on mortgage notes assumed by the Company and are classified as level 2 inputs in the hierarchy.

The table below details the fair values and carrying values for our notes receivable, interest rate swaps, and mortgage note payable at March 31, 2024 and December 31, 2023, using level 2 inputs.

March 31, 2024December 31, 2023
(Dollars in thousands)Carrying ValueFair ValueCarrying ValueFair Value
Notes receivable$29,905$30,738$30,775$31,199
Interest rate swap asset$21,490$21,490$16,417$16,417
Mortgage note payable (principal amount)$4,788$4,787$4,821$4,791

NOTE 13. COMMITMENTS AND CONTINGENCIES

Tenant Improvements

The Company may provide tenant improvement allowances in new or renewal leases for the purpose of refurbishing or renovating tenant space. The Company may also assume tenant improvement obligations included in leases acquired in its real estate acquisitions. As of March 31, 2024, the Company had approximately $22.5 million in commitments for tenant improvements. Seven of these projects totaling $15.8 million, represent redevelopment projects of the buildings into different healthcare uses backed by long term leases.

Capital Improvements

The Company has entered into contracts with various vendors for various capital improvement projects related to its portfolio. As of March 31, 2024, the Company had commitments of approximately $5.6 million in commitments for capital improvement projects.

Legal Proceedings

The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company's Consolidated Financial Statements.

NOTE 14. SUBSEQUENT EVENTS

Dividend Declared

On April 25, 2024, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of $0.46 per share. The dividend is payable on May 24, 2024 to stockholders of record on May 10, 2024.

Subsequent to March 31, 2024, the Company acquiredone inpatient rehabilitation facility for a purchase price and cash consideration of approximately $23.5 million. Upon acquisition, the property was 100.0% leased with a lease expiration in 2039.

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