Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission file number: 001-37815
Global Medical REIT Inc.
(Exact name of registrant as specified in its charter)
Maryland
46-4757266
(State or other jurisdiction of incorporation ororganization)
(I.R.S. Employer Identification No.)
7373 Wisconsin Avenue, Suite 800
Bethesda, MD
20814
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (202) 524-6851
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol(s):
Name of each exchange on which registered:
Common Stock, par value $0.001 per share
GMRE
NYSE
Series A Preferred Stock, par value $0.001 per share
GMRE PrA
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ◻ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of the registrant’s common stock outstanding at August 4, 2025 was 66,878,728
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – June 30, 2025 and December 31, 2024
3
Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2025 and 2024
4
Condensed Consolidated Statements of Comprehensive (Loss) Income – Three and Six Months Ended June 30, 2025 and 2024
5
Condensed Consolidated Statements of Equity – Three and Six Months Ended June 30, 2025 and 2024
6
Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024
8
Notes to the Unaudited Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
41
Item 4.
Controls and Procedures
42
PART II OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
43
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
44
Signatures
45
-2-
GLOBAL MEDICAL REIT INC.
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except par values)
As of
June 30, 2025
December 31, 2024
Assets
Investment in real estate:
Land
$
173,123
174,300
Building
1,095,324
1,044,019
Site improvements
24,966
23,973
Tenant improvements
80,019
69,679
Acquired lease intangible assets
147,376
138,945
1,520,808
1,450,916
Less: accumulated depreciation and amortization
(316,649)
(288,921)
Investment in real estate, net
1,204,159
1,161,995
Cash and cash equivalents
6,580
6,815
Restricted cash
2,646
2,127
Tenant receivables, net
7,826
7,424
Due from related parties
461
270
Escrow deposits
556
711
Deferred assets
28,672
28,208
Derivative asset
10,396
18,613
Goodwill
5,903
Investment in unconsolidated joint venture
1,917
2,066
Other assets
27,843
22,354
Total assets
1,296,959
1,256,486
Liabilities and Equity
Liabilities:
Credit Facility, net of unamortized debt issuance costs of $3,768 and $4,868 at June 30, 2025 and December 31, 2024, respectively
698,832
631,732
Notes payable, net of unamortized debt issuance costs of $4 and $22 at June 30, 2025 and December 31, 2024, respectively
14,153
14,399
Accounts payable and accrued expenses
19,006
16,468
Dividends payable
11,985
16,520
Security deposits
3,407
3,324
Other liabilities
18,438
14,191
Acquired lease intangible liability, net
6,117
3,936
Total liabilities
771,938
700,570
Commitments and Contingencies
Equity:
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at June 30, 2025 and December 31, 2024, respectively (liquidation preference of $77,625 at June 30, 2025 and December 31, 2024, respectively)
74,959
Common stock, $0.001 par value, 500,000 shares authorized; 66,879 shares and 66,871 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
67
Additional paid-in capital
734,290
734,223
Accumulated deficit
(316,510)
(293,736)
Accumulated other comprehensive income
Total Global Medical REIT Inc. stockholders' equity
503,202
534,126
Noncontrolling interest
21,819
21,790
Total equity
525,021
555,916
Total liabilities and equity
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-3-
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
Revenue
Rental revenue
37,880
34,214
72,475
69,283
Other income
89
27
112
77
Total revenue
37,969
34,241
72,587
69,360
Expenses
General and administrative
6,025
4,589
9,645
9,035
Operating expenses
8,216
7,236
15,800
14,619
Depreciation expense
11,307
10,127
21,614
20,240
Amortization expense
3,984
3,866
7,504
7,838
Interest expense
8,009
6,992
15,176
13,883
Total expenses
37,541
32,810
69,739
65,615
Income before other income (expense)
428
1,431
2,848
3,745
Gain (loss) on sale of investment properties
207
(3,383)
1,565
Equity loss from unconsolidated joint venture
(50)
—
(91)
Net income (loss)
585
(1,952)
4,322
362
Less: Preferred stock dividends
(1,455)
(2,911)
Less: Net loss (income) attributable to noncontrolling interest
70
260
(108)
195
Net (loss) income attributable to common stockholders
(800)
(3,147)
1,303
(2,354)
Net (loss) income attributable to common stockholders per share – basic and diluted
(0.01)
(0.05)
0.02
(0.04)
Weighted average shares outstanding – basic and diluted
66,879
65,588
66,876
65,580
-4-
Condensed Consolidated Statements of Comprehensive (Loss) Income
(unaudited and in thousands)
Other comprehensive (loss) income :
(Decrease) increase in fair value of interest rate swap agreements
(3,317)
(1,613)
(8,217)
2,547
Total other comprehensive (loss) income
Comprehensive (loss) income
(2,732)
(3,565)
(3,895)
2,909
Less: Comprehensive loss attributable to noncontrolling interest
338
383
545
1
Comprehensive loss attributable to common stockholders
(3,849)
(4,637)
(6,261)
(1)
-5-
Condensed Consolidated Statements of Equity
For the Six Months Ended June 30, 2025:
Global
Accumulated
Medical
Additional
Other
REIT Inc.
Non-
Common Stock
Preferred Stock
Paid-in
Comprehensive
Stockholders’
controlling
Total
Shares
Amount
Capital
Deficit
Income
Equity
Interest
Balances, December 31, 2024
66,871
3,105
Net income
4,214
108
LTIP Units redeemed for common stock
(67)
Change in fair value of interest rate swap agreements
Stock-based compensation expense
1,879
Dividends to common stockholders ($0.36 per share)
(24,077)
Dividends to preferred stockholders ($0.9375 per share)
Dividends to noncontrolling interest
(1,891)
Balances, June 30, 2025
For the Three Months Ended June 30, 2025:
Balances, March 31, 2025
(305,677)
13,713
517,352
20,751
538,103
655
(70)
1,728
Dividends to common stockholders ($0.15 per share)
(10,032)
Dividends to preferred stockholders ($0.46875 per share)
(1,456)
(590)
-6-
Condensed Consolidated Statements of Equity - Continued
For the Six Months Ended June 30, 2024:
Balances, December 31, 2023
65,565
66
722,418
(238,984)
25,125
583,584
22,230
605,814
557
(195)
23
209
(209)
2,552
Dividends to common stockholders ($0.42 per share)
(27,547)
(2,445)
Balances, June 30, 2024
722,627
(268,885)
27,672
556,439
21,933
578,372
For the Three Months Ended June 30, 2024:
Balances, March 31, 2024
65,587
722,623
(251,963)
29,285
574,970
22,128
597,098
Net loss
(1,692)
(260)
(4)
1,319
Dividends to common stockholders ($0.21 per share)
(13,774)
(1,250)
-7-
Condensed Consolidated Statements of Cash Flows
Operating activities
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquired lease intangible assets
7,046
7,629
Amortization of above market leases, net
392
500
Amortization of debt issuance costs and other
1,118
1,125
Capitalized preacquisition and other costs charged to expense
82
Reserve for uncollectible accounts, net
822
(Gain) loss on sale of investment properties
(1,565)
3,383
91
202
Changes in operating assets and liabilities:
Tenant receivables
(402)
(2,133)
(536)
(1,265)
Other assets and liabilities
(2,059)
(291)
2,316
(272)
83
285
Net cash provided by operating activities
34,411
33,221
Investing activities
Purchase of land, buildings, and other tangible and intangible assets and liabilities
(70,468)
Net proceeds from sale of investment properties
9,111
7,537
Distribution of capital from unconsolidated joint venture
58
Escrow deposits for purchase of properties
290
(500)
Advances made to related parties
(191)
(217)
Capital expenditures on existing real estate investments
(4,576)
(5,206)
Leasing commissions
(673)
(2,545)
Net cash used in investing activities
(66,449)
(931)
Financing activities
Escrow deposits required by third party lenders
248
Repayment of notes payable
(264)
(11,287)
Proceeds from Credit Facility
94,500
38,500
Repayment of Credit Facility
(28,500)
(25,900)
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders
(30,503)
(29,846)
Dividends paid to preferred stockholders
Net cash provided by (used in) financing activities
32,322
(31,196)
Net increase in cash and cash equivalents and restricted cash
284
1,094
Cash and cash equivalents and restricted cash—beginning of period
8,942
6,724
Cash and cash equivalents and restricted cash—end of period
9,226
7,818
Supplemental cash flow information:
Cash payments for interest
14,326
12,583
Noncash financing and investing activities:
Accrued dividends payable
16,280
Interest rate swap agreements fair value change recognized in other comprehensive (loss) income
Accrued capital expenditures and leasing commissions included in accounts payable and accrued expenses
2,284
1,442
Recognition of lease liability related to right of use asset
6,280
-8-
(dollars in thousands, except per share amounts or as otherwise indicated)
Note 1 – Organization
Global Medical REIT Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Global Medical REIT GP LLC, a Delaware limited liability company. As of June 30, 2025, the Company was the 91.92% limited partner of the Operating Partnership, with an aggregate of 8.08% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for common limited partnership units (“OP Units”).
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly owned subsidiaries, and its equity investment in an unconsolidated joint venture. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its equity investment in an unconsolidated joint venture. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and affiliates of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.
The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates.
-9-
Investment in Real Estate
The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations.
For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser.
Revenue Recognition
The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes as a component of rental revenue “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations.
Cash and Cash Equivalents and Restricted Cash
The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to certain tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows:
As of June 30,
4,978
2,840
Total cash and cash equivalents and restricted cash
Tenant Receivables, Net
The tenant receivable balance as of June 30, 2025 and December 31, 2024 was $7,826 and $7,424, respectively. The balance as of June 30, 2025 consisted of $3,702 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,011 of tenant reimbursements, and $113 for a loan that was made to one of the Company’s tenants. The balance as of December 31, 2024 consisted of $2,838 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,014 of tenant reimbursements, $119 for a loan that was made to one of the Company’s tenants, and $453 of miscellaneous receivables.
-10-
Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of June 30, 2025 and December 31, 2024, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated.
Escrow Deposits
The escrow balance as of June 30, 2025 and December 31, 2024 was $556 and $711, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes and insurance.
Deferred Assets
The deferred assets balance as of June 30, 2025 and December 31, 2024 was $28,672 and $28,208, respectively. The balance as of June 30, 2025 consisted of $28,474 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $198 of other deferred costs. The balance as of December 31, 2024 consisted of $28,009 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $199 of other deferred costs.
Other Assets
The other assets balance as of June 30, 2025 and December 31, 2024 was $27,843 and $22,354, respectively. The balance as of June 30, 2025 consisted of $13,340 in right of use assets, $4,760 in capitalized construction in process costs, $1,939 in prepaid assets, $7,455 in net capitalized leasing commissions, and $349 in net capitalized software costs and miscellaneous assets. The balance as of December 31, 2024 consisted of $7,271 in right of use assets, $6,729 in capitalized construction in process costs, $1,451 in prepaid assets, $6,535 in net capitalized leasing commissions, and $368 in net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets.
Derivative Instruments - Interest Rate Swaps
As of June 30, 2025 and December 31, 2024, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was an asset of $10,396 and $18,613, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.
As of June 30, 2025 and December 31, 2024, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company has one reporting unit.
Assets Held for Sale and Sales of Real Estate
The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its
-11-
carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of June 30, 2025 or December 31, 2024.
Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available.
For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented.
Other Liabilities
The other liabilities balance as of June 30, 2025 and December 31, 2024 was $18,438 and $14,191, respectively. The balance as of June 30, 2025 consisted of $13,600 for right of use liabilities and $4,838 of prepaid rent. The balance as of December 31, 2024 consisted of $7,461 for right of use liabilities and $6,730 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities.
Unconsolidated Joint Venture
In December 2024, the Company entered into an agreement to sell certain assets to a newly formed joint venture, GII Global Medical Holdings LLC (the “Joint Venture”), with the Company, through its Operating Partnership, and Heitman Global Real Estate REIT LLC (“Heitman”) and their respective subsidiaries. The Company retained an ownership interest of 12.5% in the Joint Venture with Heitman retaining the remaining 87.5% interest. Heitman, through its voting interest, controls the entity. Accordingly, the Company accounts for its interest in the Joint Venture using the equity method of accounting. Under the equity method, the Company initially recorded the investment at cost and subsequently adjusts the investment for the Company’s share of the equity in earnings or losses, as well as for any cash contributions and distributions.
The Company’s net equity investment in the unconsolidated Joint Venture is included in the "Investment in unconsolidated joint venture" line item on the Company’s Condensed Consolidated Balance Sheets. The Company’s share of net income or loss from the Joint Venture is included in the "Equity income (loss) from unconsolidated joint venture" line item on the Company’s Condensed Consolidated Statements of Operations.
Segment Reporting
In December 2024, the Company adopted ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The Company adopted ASU 2023-07 for its fiscal year 2024 annual financial statements and interim financial statements thereafter. The Company acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems and derives its revenue primarily from the leasing of those facilities. The Company operates and manages its business as one reportable operating segment. Resources are allocated and financial performance is assessed by the Company’s Chief Executive Officer, its chief operating decision maker, or the CODM. The CODM is provided with and reviews total consolidated assets and consolidated net income or loss and uses this information to assess the performance of the Company’s portfolio and makes operating decisions accordingly. There are no significant segment operating expenses that require disclosure other than the expense categories on the Company’s Consolidated Statements of Operations.
Note 3 – Property Portfolio
Summary of Properties Acquired and Sold During the Six Months Ended June 30, 2025
During the six months ended June 30, 2025, the Company completed the acquisition of a five-property portfolio of medical real estate. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represented an asset acquisition. Accordingly, transaction costs for this acquisition were capitalized.
-12-
During the six months ended June 30, 2025, the Company completed three dispositions. In February 2025, the Company sold a medical office building located in Derby, Kansas receiving gross proceeds of $1.0 million, resulting in a gain of $17 thousand. In March 2025, the Company sold a medical office building located in Coos Bay, Oregon receiving gross proceeds of $7.2 million, resulting in a gain of $1.3 million. In April 2025, the Company sold a medical office building in Chipley, Florida receiving gross proceeds of $1.4 million, resulting in a gain of $0.2 million.
A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of June 30, 2025 is as follows:
Site
Tenant
Acquired Lease
Gross Investment in
Improvements
Intangible Assets
Real Estate
Balances as of December 31, 2024
Facility Acquired – Date Acquired:
Carondelet - 2/7/25
13,327
1,274
1,725
16,326
Silverbell - 2/7/25
8,482
973
1,368
10,823
Slippery Rock - 2/7/25
3,511
455
593
572
5,131
Clive - 4/1/25
11,400
507
1,595
2,218
15,720
Des Moines - 4/1/25
18,917
182
3,289
3,519
25,907
Capitalized costs(1)
2,889
57
2,849
5,795
Total Additions:
58,526
1,201
10,573
9,402
79,702
Facility Sold – Date Sold:
Derby - 2/18/25
(146)
(118)
(73)
(372)
(1,959)
Coos Bay - 3/19/25
(861)
(5,096)
(56)
(49)
(410)
(6,472)
Chipley - 4/30/25
(170)
(875)
(34)
(111)
(189)
(1,379)
Total Dispositions:
(1,177)
(7,221)
(208)
(233)
(971)
(9,810)
Balances as of June 30, 2025
Represents capital projects that were completed and placed in service during the six months ended June 30, 2025 related to the Company’s existing facilities.
Depreciation expense was $11,307 and $21,614 for the three and six months ended June 30, 2025, respectively, and $10,127 and $20,240 for the three and six months ended June 30, 2024, respectively.
As of June 30, 2025, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $24,600. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months are expected to total approximately $12,600.
Summary of Properties Acquired and Sold During the Year Ended December 31, 2024
During the year ended December 31, 2024, the Company completed the acquisition of a 15-property portfolio. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represented an asset acquisition. Accordingly, transaction costs for this acquisition were capitalized.
During the year ended December 31, 2024, the Company completed seven dispositions. In June 2024, the Company sold an in-patient rehabilitation facility located in Mishawaka, Indiana receiving gross proceeds of $8.1 million, resulting in a loss of $3.4 million. In July 2024, the Company sold a medical office building located in Panama City, Florida receiving gross proceeds of $11.0 million, resulting in a gain of $1.7 million. In September 2024, the Company sold a medical office building located in Panama City Beach, Florida receiving gross proceeds of $1.1 million, resulting in a gain of $0.1 million. In December 2024, the Company sold two medical office buildings located in Carson City, Nevada receiving gross proceeds of $1.0 million, resulting in a loss of $2.4 million. In December 2024, the Company sold three medical office buildings located in Ellijay, Georgia receiving gross proceeds of $4.3 million, resulting in a gain of $0.7 million. In December 2024, in connection with the formation of the Joint Venture, the Company sold two assets to the Joint Venture consisting of a medical office building located in High Point, North Carolina receiving gross proceeds of $28.0 million resulting in gain of $6.2 million and a medical office building located in Fort Worth, Texas receiving gross proceeds of $7.2 million, resulting in a gain of $1.3 million.
-13-
A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2024 is as follows:
Balances as of December 31, 2023
164,315
1,035,705
21,974
66,358
138,617
1,426,969
Minot – 7/11/24
935
7,324
144
103
676
9,182
Clinton – 7/11/24
938
4,829
188
256
657
6,868
Westland – 7/11/24
921
3,630
157
99
540
5,347
Cerritos – 7/11/24
3,424
1,244
107
106
5,273
Spartanburg – 7/11/24
890
2,613
168
390
517
4,578
Conway – 10/2/24
2,430
7,415
372
897
11,302
Little Rock – 10/2/24
1,449
6,579
164
741
9,217
Russellville – 10/2/24
1,086
4,022
218
205
491
6,022
Sarasota – 10/2/24
643
4,133
548
712
6,036
Venice – 10/2/24
1,102
2,830
123
187
426
4,668
Ruskin – 10/2/24
242
1,443
28
175
1,933
6807 Bradenton – 10/2/24
1,225
626
22
68
180
2,121
2101 Bradenton – 10/2/24
967
1,372
52
64
235
2,690
2203 Bradenton – 10/2/24
408
913
35
37
132
1,525
6002 Bradenton – 10/2/24
1,679
2,985
190
463
5,429
5,494
1,481
4,828
11,803
18,339
57,452
3,187
7,782
7,234
93,994
Mishawaka – 6/27/24
(1,924)
(10,084)
(75)
(1,798)
(2,223)
(16,104)
Panama City – 7/12/24
(1,117)
(7,201)
(165)
(841)
(1,141)
(10,465)
Panama City Beach – 9/19/24
(606)
(21)
(84)
(149)
(1,132)
Carson City – 12/6/2024
(760)
(3,268)
(4,028)
Ellijay – 12/17/2024
(777)
(2,929)
(136)
(408)
(870)
(5,120)
High Point – 12/20/2024(2)
(1,749)
(20,417)
(504)
(869)
(1,656)
(25,195)
Fort Worth – 12/20/2024(2)
(1,487)
(3,333)
(251)
(445)
(787)
(6,303)
(8,086)
(47,838)
(1,152)
(4,445)
(6,826)
(68,347)
Impairment of investment property(3)
(268)
(1,300)
(36)
(16)
(80)
(1,700)
-14-
Lease Intangible Assets and Liabilities
The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented:
As of June 30, 2025
Cost
Amortization
Net
In-place leases
84,007
(54,952)
29,055
Above market leases
24,885
(14,691)
10,194
Leasing costs
38,484
(23,288)
15,196
(92,931)
54,445
Liability
Below market leases
17,335
(11,218)
As of December 31, 2024
77,698
(50,714)
26,984
24,599
(13,201)
11,398
36,648
(21,326)
15,322
(85,241)
53,704
14,073
(10,137)
The following is a summary of the acquired lease intangible amortization:
Three Months Ended
Six Months Ended
June 30,
Amortization expense related to in-place leases
2,594
2,601
4,809
5,276
Amortization expense related to leasing costs
1,165
2,237
2,353
Decrease in rental revenue related to above market leases
735
813
1,490
1,632
Increase in rental revenue related to below market leases
(795)
(564)
(1,098)
As of June 30, 2025, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below:
Net Decrease
Net Increase
in Revenue
in Expense
2025 (six months remaining)
(256)
6,970
2026
(477)
12,855
2027
(471)
9,425
2028
(779)
6,694
2029
(831)
4,196
Thereafter
(1,263)
4,111
(4,077)
44,251
As of June 30, 2025, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 3.2 years and 2.4 years, respectively.
-15-
Note 4 – Credit Facility, Notes Payable and Derivative Instruments
Credit Facility
The Company, the Operating Partnership, as borrower, and certain of its subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) are parties to an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million term loan (“Term Loan A”) and (b) a $150 million term loan (“Term Loan B,” and, together with Term Loan A, the “Term Loans”), and (ii) a $400 million revolver (the “Revolver”). The Credit Facility also includes a $500 million accordion feature. Term Loan A matures in May 2026, Term Loan B matures in February 2028, and the Revolver matures in August 2026, with two six-month extension options. Interest rates on amounts outstanding under the Credit Facility equal the term Secured Overnight Financing Rate (“SOFR”) plus a related spread adjustment of 10 basis points and a borrowing spread based on the current pricing grid in the Credit Facility.
Regarding Term Loan A that matures in May 2026, the Company is in active discussions with its Credit Facility lenders related to refinancing this obligation. As part of this process, the Company is also discussing extending the maturity date of the Revolver. Based on various factors, including current market conditions, the performance of the Company’s assets, and its lender discussions to date, the Company is not anticipating any significant adverse changes to the financial terms of the Credit Facility and expects to complete these transactions during the fourth quarter of 2025.
The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, (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 June 30, 2025, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.
The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loans through their respective maturities. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein.
During the six months ended June 30, 2025, the Company borrowed $94,500 under the Credit Facility and repaid $28,500, for a net amount borrowed of $66,000. During the six months ended June 30, 2024, the Company borrowed $38,500 under the Credit Facility and repaid $25,900, for a net amount borrowed of $12,600. Interest expense incurred on the Credit Facility was $7,236 and $13,698 for the three and six months ended June 30, 2025, respectively, and $6,184 and $12,240 for the three and six months ended June 30, 2024, respectively.
As of June 30, 2025 and December 31, 2024, the Company had the following outstanding borrowings under the Credit Facility:
Revolver
202,600
136,600
Term Loan A
350,000
Term Loan B
150,000
Credit Facility, gross
702,600
636,600
Less: Unamortized debt issuance costs
(3,768)
(4,868)
Credit Facility, net
Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $550 and $1,100 for the three and six months ended June 30, 2025, respectively, and $550 and $1,099 for the three and six months ended June 30, 2024, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.
-16-
Notes Payable, Net of Debt Issuance Costs
The Company, through certain of its wholly owned subsidiaries, entered into or assumed loans in connection with the acquisitions of the Rosedale and Toledo facilities. As of June 30, 2025 and December 31, 2024, the Company had the following outstanding borrowings under these loans:
Rosedale loan (1)
12,948
13,158
Toledo loan (2)
1,209
1,263
Notes payable, gross
14,157
14,421
Unamortized debt issuance costs
(22)
Notes payable, net
Amortization expense incurred related to debt issuance costs was $9 and $18 for the three and six months ended June 30, 2025, respectively, and $13 and $26 for the three and six months ended June 30, 2024, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.
The Company made principal payments of $264 and $11,287 during the six months ended June 30, 2025 and 2024, respectively. Interest expense incurred on these loans was $145 and $291 for the three and six months ended June 30, 2025, respectively, and $245 and $518 for the three and six months ended June 30, 2024, respectively.
As of June 30, 2025, scheduled principal payments due for each year ended December 31 were as follows:
13,004
117
124
131
139
642
As of June 30, 2025, the Company had nine interest rate swaps that are used to manage its interest rate risk by fixing the SOFR component of the Term Loans through their maturities. Five of the Company’s interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term Loan A through April 2026 at 1.36%. Four of the Company’s interest rate swaps related to Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%.
The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive income in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. As of June 30, 2025 and December 31, 2024, all of the Company’s swaps met the criteria for hedge accounting.
The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within
-17-
the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments.
The fair value of the Company’s interest rate swaps was an asset of $10,396 and $18,613 as of June 30, 2025 and December 31, 2024, respectively. The balances are included in the “Derivative Asset” line item on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.
The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive (Loss) Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and six months ended June 30, 2025 and 2024:
Amount of loss (gain) recognized in other comprehensive (loss) income
18
(2,820)
1,653
(11,430)
Amount of gain reclassified from accumulated other comprehensive income into interest expense
3,299
4,433
6,564
8,883
Total change in accumulated other comprehensive income
3,317
1,613
8,217
(2,547)
During the next twelve months, the Company estimates that an additional $9,171 will be reclassified as a decrease to interest expense. Additionally, during the three and six months ended June 30, 2025, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $8,009 and $15,176, respectively.
Weighted-Average Interest Rate and Term
The weighted average interest rate and term of the Company’s debt was 4.09% and 1.6 years at June 30, 2025, compared to 3.75% and 2.0 years as of December 31, 2024.
Note 5 – Equity
The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2025 and December 31, 2024, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share.
Preferred stock dividend activity for the six months ended June 30, 2025 is summarized in the following table:
Applicable
Quarterly
Dividends
Date Announced
Record Date
Quarter
Payment Date
Dividend
per Share
December 4, 2024
January 15, 2025
Q4 2024
January 31, 2025
1,455
0.46875
February 27, 2025
April 15, 2025
Q1 2025
April 30, 2025
May 28, 2025
July 15, 2025
Q2 2025
July 31, 2025
Two months of this amount, equal to $970, was accrued at June 30, 2025.
The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Company’s board of directors (the “Board”) (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). The Series A Preferred Stock may be partially or fully redeemed by the Company. Dividends on the Series A Preferred Stock are cumulative and accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the six-month periods ended June 30, 2025 and 2024, the Company paid preferred dividends of $2,911.
-18-
The Company has 500,000 authorized shares of common stock, $0.001 par value. As of June 30, 2025 and December 31, 2024, there were 66,879 and 66,871 outstanding shares of common stock, respectively.
Common stock dividend activity for the six months ended June 30, 2025 is summarized in the following table:
Amount(1)
December 20, 2024
January 8, 2025
15,164
0.21
March 21, 2025
April 9, 2025
15,234
June 20, 2025
July 9, 2025
10,890
0.15
Includes distributions on outstanding LTIP Units and OP Units.
During the six months ended June 30, 2025 and 2024, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $30,503 and $29,846, respectively.
As of June 30, 2025 and December 31, 2024, the Company had accrued dividend balances of $125 and $386 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the six months ended June 30, 2025, $156 of accrued dividends were reversed and $105 of dividends were paid related to these units. During the six months ended June 30, 2024, $180 of dividends were accrued and $127 of dividends were paid related to these units.
The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements, except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.
Capital Raising Activity
In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time to time, shares of its common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the six months ended June 30, 2025.
OP Units
During the six months ended June 30, 2025 and the year ended December 31, 2024, the Operating Partnership did not issue or redeem any OP Units.
The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.
Note 6 – Related Party Transactions
Related Party Balances
The amounts due from related parties as of June 30, 2025 and December 31, 2024 were $461 and $270, respectively. These balances primarily consist of taxes paid on behalf of LTIP Unit and OP Unit holders that are reimbursable to the Company as well as
-19-
funds owed to the Company from the Joint Venture for management fees earned by the Company. The Company had no amounts due to related parties as of June 30, 2025 and December 31, 2024.
Note 7 – Stock-Based Compensation
2016 Equity Incentive Plan
The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates.
The Plan is intended to permit the grant of both qualified and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). Based on the grants outstanding as of June 30, 2025, there were 1,355 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant.
Time-Based Grants
During the six months ended June 30, 2025, the Company granted the following LTIP Units:
Number of
Date
Description
Units Issued
Vesting Dates
February 26, 2025
Final awards under the 2024 Annual Incentive Plan
125
50% on February 26, 2025; and
50% on February 26, 2026
Time-based awards under the 2025 Long-Term Incentive Plan
100% on February 26, 2028
May 14, 2025
Annual awards to independent directors
100% on May 14, 2026
June 23, 2025
New Chief Executive Officer and President signing grant (1)
159
100% on June 23, 2028
During the six months ended June 30, 2025, certain participants redeemed an aggregate of eight vested LTIP Units for the Company’s common stock. A detail of the Company’s outstanding time-based LTIP Units as of June 30, 2025 is as follows:
Vested units
2,850
Unvested units
786
LTIP Units outstanding as of June 30, 2025
3,636
Performance Based Awards
The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards” and together with the Annual Awards, “Performance Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards have one-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in the Performance Awards is subject to service requirements.
-20-
During the six months ended June 30, 2025, eight 2023 Long-Term Awards and thirty-five 2024 Long-Term Awards were forfeited. A detail of the Performance Awards under the 2023, 2024 and 2025 programs as of June 30, 2025 is as follows:
2023 Long-Term Awards
146
2024 Long-Term Awards
193
2025 Annual Awards (1)
181
2025 Long-Term Awards (2)
165
Total target Performance Awards as of June 30, 2025
685
(1) Approved by the Board on February 26, 2025, with the exception of twenty-four awards for the new Chief Executive Officer and President approved by the Board on June 20, 2025 with an award date of June 23, 2025. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange over the 15 trading days preceding the award date.
Annual Awards. The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee.
The Compensation Committee of the Board (the “Compensation Committee”) and the Board established performance goals for the year ending December 31, 2025, as set forth in the 2025 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the three and six months ended June 30, 2025 reflects management’s estimate of the probability of the number of these awards that will be earned. As soon as reasonably practicable following the end of the performance period, the Compensation Committee and the Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP Units. Any 2025 Annual Award LTIP Units that are not earned will be forfeited and cancelled.
Vesting. LTIP Units that are earned as of the end of the applicable performance period will vest in two installments as follows: 50% of the earned LTIP Units will become vested on the valuation date of the awards (which is expected to occur in February 2026) and 50% of the earned LTIP Units become vested on the one year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.
Distributions. Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.
Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of their related LTIP Long-Term Award Agreements (collectively the “LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP Units that each grantee earns under the LTIP Long-Term Award Agreements will be determined following the conclusion of a three-year performance period based on the Company’s (i) total stockholder return (“TSR”), which is determined based on a combination of appreciation in stock price and dividends paid during the performance period, and (ii) relative stockholder return (“RSR”), which is determined by comparing the Company’s TSR with the TSRs of the companies that comprise the Dow Jones U.S. Real Estate Health Care Index (the “Index”). Each grantee may earn up to 200% of the number of target LTIP Units covered by the grantee’s Long-Term Award. Any target LTIP Units that are not earned will be forfeited and cancelled. The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the applicable three-year performance period based on the Company’s TSR on an absolute basis (as to 50% of the Long-Term Award) and RSR (as to 50% of the Long-Term Award).
Vesting. LTIP Units that are earned as of the end of the applicable three-year performance period will vest in two installments as follows: 50% of the earned LTIP Units will vest upon the day prior to the third anniversary of the respective grant dates and the remaining 50% will vest on the one year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.
-21-
Distributions. Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.
Stock-Based Compensation Expense
Compensation expense for LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required.
As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Index over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award.
The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the 15 trading days leading up to the grant date of the Long-Term Award. The valuation date stock price is the closing stock price of the Company and each of the peer companies in the Index on the grant dates of the Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions.
Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations:
2025 Long-Term
2024 Long-Term
2023 Long-Term
Awards
Fair value
9.32
9.37
11.67
Target awards
Volatility
28.67
%
28.12
43.54
Risk-free rate
4.00
4.38
4.35
Dividend assumption
reinvested
Expected term in years
The Company incurred stock compensation expense of $1,728 and $1,879 for the three ands six months ended June 30, 2025, respectively, and $1,319 and $2,552 for the three and six months ended June 30, 2024, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Condensed Consolidated Statements of Operations.
As of June 30, 2025, total unamortized compensation expense related to these awards of approximately $8.0 million is expected to be recognized over a weighted average remaining period of 1.7 years.
Note 8 – Leases
The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term
-22-
of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.
Information as Lessor
To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases were determined to be operating leases and have a portfolio-average-lease-years remaining of approximately 10 years. Payments from the Company’s tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.
Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.
Initial direct costs, primarily commissions related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.
Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.
The Company recognized $37,880 and $72,475 of rental revenue related to operating lease payments for the three and six months ended June 30, 2025, respectively, and $34,214 and $69,283 of rental revenue related to operating lease payments for the three and six months ended June 30, 2024, respectively. Of these amounts, $2,028 and $3,821 relate to variable rental revenue for the three and six months ended June 30, 2025, respectively, and $1,963 and $3,926 relate to variable rental revenue for the three and six months ended June 30, 2024, respectively.
The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of June 30, 2025 is as follows for the subsequent years ended December 31:
62,790
121,646
110,190
99,020
85,339
286,447
765,432
-23-
Information as Lessee
The Company recorded a right of use asset and liability during the six months ended June 30, 2025 for the five acquisitions completed during that period that have buildings located on land that is subject to ground leases. The Company used a discount rate of approximately 5.9% to record the right of use asset and liability for these ground leases, which approximated its incremental borrowing rate at the date of acquisition. During the three and six months ended June 30, 2025, the Company incurred interest expense of $69 from ground leases that were classified as financing leases. Including these buildings, the Company has ten buildings located on land that is subject to ground leases with a weighted average remaining term of approximately 44 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately $95 and $156 of ground lease expense during the three and six months ended June 30, 2025, respectively, of which $89 and $135 was paid in cash. The Company recognized approximately $55 and $110 of ground lease expense during the three and six months ended June 30, 2024, respectively, of which $31 and $52 was paid in cash.
The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at June 30, 2025, and a reconciliation of those cash flows to the operating lease liability at June 30, 2025:
559
1,134
1,150
1,174
1,193
27,200
32,410
Discount
(18,810)
Lease liability
13,600
Tenant Concentration
During the six months ended June 30, 2025, the Company’s rental revenues were derived from 319 tenants leasing 193 buildings. During this period there were no tenants with rental revenue that exceeded 10% of the Company’s rental revenue.
Note 9 – Commitments and Contingencies
Litigation
The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Environmental Matters
The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.
-24-
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 Factors of 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.
Special Note Regarding Forward-Looking Statements
This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our trends, liquidity, capital resources, and the healthcare industry and the healthcare real estate markets and opportunity, among others, contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
-25-
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
-26-
factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.
Objective of MD&A
Management’s Discussion and Analysis (“MD&A”) is a narrative explanation of the financial statements and other statistical data that we believe will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations.
The objectives of MD&A are:
Overview
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 June 30, 2025, we owned 91.92% of the outstanding common operating partnership units (“OP Units”) of our Operating Partnership, with an aggregate of 8.08% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.
Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Second Amended and Restated Credit Facility (the “Credit Facility”), and stock issuances.
Business Overview and Strategy
Our business strategy is to invest in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof. We believe this strategy allows us to attain our goals of providing stockholders with (i) attractive dividends and (ii) stock price appreciation. To implement this strategy, we seek to invest:
-27-
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.
Corporate Sustainability and Social Responsibility
Our business values integrate environmental sustainability, social responsibility, and strong governance practices throughout our Company. Our Board of Directors’ (the “Board”) approach to these practices is viewed through the lens of reducing and controlling the Company’s risk profile.
Our Board continues to lead our sustainability efforts, and our Board has a standing committee focused on such efforts. The primary purpose of this committee is to assist the Board in fulfilling its responsibilities to provide oversight and support of our efforts and goals regarding sustainability matters by overseeing: (1) our general sustainability strategy and policies as set by our management, (2) communications with our employees, investors, and other stakeholders with respect to sustainability matters, (3) developments relating to, and improving our understanding of, sustainability matters, (4) our compliance with certain sustainability-related legal and regulatory requirements, and (5) coordination with our other Board committees on sustainability matters of common import.
In June 2024, we released our third Corporate Social Responsibility Report, which detailed our progress and areas of focus in the sustainability realm. The contents of our Corporate Social Responsibility Report are not incorporated by reference into this Report or in any other report or document we file with the SEC.
Our commitment to employee engagement remains a high-priority, as we continue to make accommodations for health, safety, and work-life balance, including at our headquarters which is LEED platinum certified and includes a fitness center, café and roof-top lounge.
Climate Change Risk
We take climate change and the risks associated with climate change seriously, including both physical and transitional risks. We utilize software to help us identify and measure the potential climate risk exposure for our properties. The software analysis summarizes the climate change-related risks, groups them by onset potential and identifies opportunities for risk mitigation. We assess energy efficiency and sustainability when evaluating investment opportunities and have begun to monitor our portfolio for climate risk factors. We utilize utility and energy audits that are performed by third-party engineering consultants during the due diligence phase of our acquisitions. The energy consumption data that we collect is used to calculate our facilities’ carbon emission levels. Capturing and tracking this information may help inform future mitigation and remediation efforts when possible. To that end, we continue to explore ways to mitigate climate risk, should it be present, in our acquisition strategy, as well as ways to contribute to the reduction of climate impact through proactive asset management that looks for ways to incorporate renewable energy resources and energy utilization reduction.
We stand with our communities, tenants, and stockholders in supporting meaningful solutions that address this global challenge and contribute to the sustainability of our business objectives.
Impact of Elevated Interest Rates and Inflation
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 4.23% at June 30, 2025 and the five-year forward SOFR swap rates increasing from 3.21% to 3.38%, 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.
-28-
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.
In summary, the interest rate on our Revolver, which is based on one-month SOFR, decreased during the fourth quarter of 2024 along with the decrease in the Federal Funds Rate but has been relatively unchanged during 2025. With respect to our Term Loan A and its related interest rate swaps, if we refinance that loan (which we expect to complete during the fourth quarter of 2025) and hedge our prospective interest rate risk by entering into new interest rate swaps, the swap rates at the time of refinancing are expected to 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.
Continuing Impact of Healthcare Wage Inflation
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.
Executive Summary
The following table summarizes the primary changes in our business and operations during the periods presented.
(in thousands, except per share and unit amounts)
Depreciation and amortization expense
15,291
13,993
29,118
28,078
General and administrative expense
Net (loss) income attributable to common stockholders per share
FFO attributable to common stockholders and noncontrolling interest per share and unit(1)
0.20
0.40
0.41
AFFO attributable to common stockholders and noncontrolling interest per share and unit(1)
0.23
0.22
0.45
0.46
Dividends per share of common stock(2)
0.36
0.42
Weighted average common stock outstanding
Weighted average OP Units outstanding
2,244
Weighted average LTIP Units outstanding
3,528
3,150
3,384
3,020
Total weighted average shares and units outstanding
72,651
70,982
72,504
70,844
-29-
December 31,
(dollars in thousands)
Investment in real estate, gross
Total debt, net
712,985
646,131
Weighted average interest rate
4.09
3.75
Total equity (including noncontrolling interest)
Net leasable square feet
5,212,298
4,756,108
Our Properties
As of June 30, 2025, we had gross investments of approximately $1.5 billion in real estate, consisting of 193 buildings with an aggregate of approximately 5.2 million leasable square feet and approximately $118 million of annualized base rent. This data does not include amounts for properties held in our unconsolidated joint venture.
Completed Acquisitions During the Six Months Ended June 30, 2025
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.
Completed Property Dispositions
During the six months ended June 30, 2025, we completed three dispositions that generated aggregate gross proceeds of $9.6 million, resulting in an aggregate gain of $1.6 million.
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 six months ended June 30, 2025.
Debt Activity
During the six months ended June 30, 2025, we borrowed $94.5 million under the Credit Facility and repaid $28.5 million, for a net amount borrowed of $66.0 million. During the six months ended June 30, 2024, we borrowed $38.5 million under the Credit Facility and repaid $25.9 million, for a net amount borrowed of $12.6 million. As of June 30, 2025, the net outstanding Credit Facility balance was $698.8 million and as of August 4, 2025, we had unutilized borrowing capacity under the Revolver of $177 million.
Joint Venture
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.
-30-
Trends Which May Influence Our Results of Operations
We believe the following trends may positively impact our results of operations:
We believe the following trends may negatively impact our results of operations:
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.
-31-
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 28, 2025, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.
Consolidated Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
$ Change
(in thousands)
3,666
62
3,728
1,436
980
1,180
118
1,017
4,731
(1,003)
3,590
2,537
Total Revenue
Total revenue for the three months ended June 30, 2025 was $38.0 million, compared to $34.2 million for the same period in 2024, an increase of $3.8 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the three months ended June 30, 2025, partially offset by dispositions during that period. Within that increase, $5.4 million in revenue was recognized from net lease expense recoveries during the three months ended June 30, 2025, compared to $4.9 million for the same period in 2024. Additionally, the prior year period included the recognition of reserves for $0.8 million of rent and the write-off of $0.1 million of deferred rent.
-32-
General and Administrative
General and administrative expenses for the three months ended June 30, 2025 were $6.0 million, compared to $4.6 million for the same period in 2024, an increase of $1.4 million. The increase primarily resulted from costs incurred during the current period 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 Jeffrey Busch, our former Chief Executive Officer (the “Transition and Separation Agreement”). Additionally, there was an increase in non-cash LTIP compensation expense, which was $1.7 million for the three months ended June 30, 2025, compared to $1.3 million for the same period in 2024.
Operating Expenses
Operating expenses for the three months ended June 30, 2025 were $8.2 million, compared to $7.2 million for the same period in 2024, an increase of $1.0 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the three months ended June 30, 2025, partially offset by dispositions during that period and a net reduction in costs at other properties. Included in these amounts were $5.4 million of recoverable property operating expenses incurred during the three months ended June 30, 2025, compared to $4.9 million for the same period in 2024. In addition, our operating expenses included $1.8 million of property operating expenses from gross leases for the three months ended June 30, 2025, compared to $0.9 million for the same period in 2024.
Depreciation Expense
Depreciation expense for the three months ended June 30, 2025 was $11.3 million, compared to $10.1 million for the same period in 2024, an increase of $1.2 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the three months ended June 30, 2025, partially offset by dispositions during that period.
Amortization Expense
Amortization expense for the three months ended June 30, 2025 was $4.0 million, compared to $3.9 million for the same period in 2024, an increase of $0.1 million. Although not significant, the increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the three months ended June 30, 2025, partially offset by dispositions during that period.
Interest Expense
Interest expense for the three months ended June 30, 2025 was $8.0 million, compared to $7.0 million for the same period in 2024, an increase of $1.0 million. The increase was primarily due to higher average borrowings and slightly higher interest rates during the three months ended June 30, 2025, compared to the same period in 2024.
The weighted average interest rate of our debt for the three months ended June 30, 2025 was 4.03% compared to 3.93% for the same period in 2024. Additionally, the weighted average interest rate and term of our debt was 4.09% and 1.6 years at June 30, 2025.
Income Before Other Income (Expense)
Income before other income (expense) for the three months ended June 30, 2025 was $0.4 million, compared to $1.4 million for the same period in 2024, a decrease of $1.0 million.
Gain (Loss) on Sale of Investment Properties
During the three months ended June 30, 2025, we completed one disposition resulting in a gain of $0.2 million. During the three months ended June 30, 2024, we completed one disposition resulting in a loss of $3.4 million.
-33-
Equity Loss from Unconsolidated Joint Venture
During the three months ended June 30, 2025, we recognized a loss from the Joint Venture of $50 thousand, which represented our 12.5% ownership interest in the net loss of the Joint Venture during that period.
Net Income (Loss)
Net income for the three months ended June 30, 2025 was $0.6 million, compared to net loss of $2.0 million for the same period in 2024, an increase of $2.6 million.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
3,192
3,227
610
1,181
1,374
(334)
1,293
4,124
(897)
3,960
Total revenue for the six months ended June 30, 2025 was $72.6 million, compared to $69.4 million for the same period in 2024, an increase of $3.2 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the six months ended June 30, 2025, partially offset by dispositions during that period. Within that increase, $10.6 million in revenue was recognized from net lease expense recoveries during the six months ended June 30, 2025, compared to $9.9 million for the same period in 2024. Additionally, the prior year period included the recognition of reserves for $0.8 million of rent and the write-off of $0.1 million of deferred rent.
General and administrative expenses for the six months ended June 30, 2025 were $9.6 million, compared to $9.0 million for the same period in 2024, an increase of $0.6 million. The increase primarily resulted from costs incurred during the current period pursuant to the Transition and Separation Agreement with Mr. Busch, partially offset by a decrease in non-cash LTIP compensation expense, which was $1.9 million for the six months ended June 30, 2025, compared to $2.6 million for the same period in 2024.
-34-
Operating expenses for the six months ended June 30, 2025 were $15.8 million, compared to $14.6 million for the same period in 2024, an increase of $1.2 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the six months ended June 30, 2025, partially offset by dispositions during that period and a net reduction in costs at other properties. Included in these amounts were $10.6 million of recoverable property operating expenses incurred during the six months ended June 30, 2025, compared to $9.9 million for the same period in 2024. In addition, our operating expenses included $3.2 million of property operating expenses from gross leases for the six months ended June 30, 2025, compared to $2.4 million for the same period in 2024.
Depreciation expense for the six months ended June 30, 2025 was $21.6 million, compared to $20.2 million for the same period in 2024, an increase of $1.4 million. The increase primarily resulted from the impact of acquisitions that were completed subsequent to June 30, 2024 and through the six months ended June 30, 2025, partially offset by dispositions during that period.
Amortization expense for the six months ended June 30, 2025 was $7.5 million, compared to $7.8 million for the same period in 2024, a decrease of $0.3 million. The decrease primarily resulted from the impact of dispositions that were completed subsequent to June 30, 2024 and through the six months ended June 30, 2025, partially offset by acquisitions that were completed during that period.
Interest expense for the six months ended June 30, 2025 was $15.2 million, compared to $13.9 million for the same period in 2024, an increase of $1.3 million. The increase was primarily due to higher average borrowings during the six months ended June 30, 2025, compared to the same period in 2024.
The weighted average interest rate of our debt for the six months ended June 30, 2025 was 3.93% compared to 3.92% for the same period in 2024. Additionally, the weighted average interest rate and term of our debt was 4.09% and 1.6 years at June 30, 2025.
Income before other income (expense) for the six months ended June 30, 2025 was $2.8 million, compared to $3.7 million for the same period in 2024, a decrease of $0.9 million.
During the six months ended June 30, 2025, we completed three dispositions resulting in an aggregate gain of $1.6 million. During the six months ended June 30, 2024, we completed one disposition resulting in a loss of $3.4 million.
During the six months ended June 30, 2025, we recognized a loss from the Joint Venture of $91 thousand, which represented our 12.5% ownership interest in the net loss of the Joint Venture during that period.
Net Income
Net income for the six months ended June 30, 2025 was $4.3 million, compared to $0.4 million for the same period in 2024, an increase of $3.9 million.
Assets and Liabilities
As of June 30, 2025 and December 31, 2024, our principal assets consisted of investments in real estate, net, of $1.2 billion. We completed five acquisitions and three dispositions during the six months ended June 30, 2025. Our liquid assets consisted primarily
-35-
of cash and cash equivalents and restricted cash of $9.2 million and $8.9 million, as of June 30, 2025 and December 31, 2024, respectively.
The increase in our cash and cash equivalents and restricted cash balances to $9.2 million as of June 30, 2025, compared to $8.9 million as of December 31, 2024, was primarily due to net borrowings on our Credit Facility, net proceeds received from the sale of investment properties, and net cash provided by operating activities, partially offset by 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.
The increase in our total liabilities to $772.0 million as of June 30, 2025 compared to $700.6 million as of December 31, 2024, was primarily the result of higher net borrowings outstanding on our Credit Facility.
Liquidity and Capital Resources
General
Our short-term (up to 12 months) liquidity requirements include:
Regarding Term Loan A that matures in May 2026, we are in active discussions with our Credit Facility lenders related to refinancing this obligation. As part of this process, we are also discussing extending the maturity date of the Revolver. Based on various factors, including current market conditions, the performance of our assets, and our lender discussions to date, we are not anticipating any significant adverse changes to the financial terms of the Credit Facility and expect to complete these transactions during the fourth quarter of 2025. Although we expect to complete the refinancing during the fourth quarter of 2025, subject to market and other conditions, there can be no assurance that the refinancing will be completed as expected or at all.
On May 28, 2025, the Board reduced the Company’s quarterly common stock dividend from $0.21 per share to $0.15 per share. We believe the reduction to the dividend best positions the Company for future growth, strengthens the balance sheet, and provides investors with an attractively yielding, well-covered dividend.
In 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. In addition, if we decide to redeem our preferred stock in full, we would have to pay the liquidation preference of $77.6 million plus accrued dividends, fees and expenses.
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.
-36-
We expect to satisfy our short and long-term liquidity needs through various internal and external sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and recapitalization transactions.
Internal Sources of Liquidity
Our primary internal sources of liquidity include cash flow from operations and proceeds from select property dispositions and recapitalization transactions.
External Sources of Liquidity
Our primary external sources of liquidity include net proceeds received from equity issuances, including the issuance of OP Units in connection with acquisitions of additional properties, and debt financing, including borrowings under our Credit Facility and secured term loans.
Equity Issuances
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 six months ended June 30, 2025 or from July 1, 2025 through August 4, 2025.
Debt Financing
Credit Facility. Our Credit Facility consists of (i) the $350 million Term Loan A, (ii) the $150 million Term Loan B, and (iii) the $400 million Revolver. The Credit Facility also contains a $500 million accordion feature. As of August 4, 2025, we had unutilized borrowing capacity under the Credit Facility of $177 million.
The Credit Facility is an unsecured facility with a term of (i) four years (beginning on August 1, 2022) for the Revolver (subject to two, six-month extension options), (ii) five years for Term Loan A (beginning on 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.
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 June 30, 2025, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.
Other Fixed Debt. We have $14.2 million in gross notes payable as of June 30, 2025. This debt is comprised of two instruments.
Hedging Instruments. As of June 30, 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 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%.
Total Fixed Debt. Our fixed debt totaled $514.2 million on a gross basis at June 30, 2025, with a weighted average interest rate of 3.33% based on our interest rate swaps and at current leverage. The weighted average maturity of our fixed debt was 1.4 years at June 30, 2025.
-37-
Cash Flow Information
Net cash provided by operating activities for the six months ended June 30, 2025 was $34.4 million, compared to $33.2 million for the same period in 2024. During the 2025 period, net income was higher, partially offset by an aggregate gain on the sale of investment properties.
Net cash used in investing activities for the six months ended June 30, 2025 was $66.4 million, compared to $0.9 million for the same period in 2024. During the 2025 period, we used significant funds to acquire investment properties, partially offset by more net proceeds received from the sale of investment properties and less funds used for capital expenditures on existing real estate investments and leasing commissions.
Net cash provided by financing activities for the six months ended June 30, 2025 was $32.3 million, compared to net cash used in financing activities of $31.2 million for the same period in 2024. During the 2025 period, we had higher net borrowings on our Credit Facility and lower repayment of our notes payable.
Non-GAAP Financial Measures
Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company reports non-GAAP financial measures because these measures are observed by management to also be among the most predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these non-GAAP financial measures. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of those measures to the most directly comparable GAAP financial measure.
The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Report.
Funds from Operations and Adjusted Funds from Operations and Funds Available for Distribution
Funds from operations attributable to common stockholders and noncontrolling interest (“FFO”) and adjusted funds from operations attributable to common stockholders and noncontrolling interest (“AFFO”) and funds available for distribution attributable to common stockholders and noncontrolling interest (“FAD”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO and AFFO and FAD to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, 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.
-38-
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.
We calculate FAD by subtracting from AFFO capital expenditures, including tenant improvements, and leasing commissions. Management believes FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders and unitholders. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential.
Management believes that reporting AFFO in addition to FFO and FAD is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis.
-39-
A reconciliation of net income to FFO and AFFO and FAD for the three and six months ended June 30, 2025 and 2024 is as follows:
(unaudited, in thousands except per share and unit amounts)
15,266
13,969
29,072
27,992
Depreciation and amortization expense from unconsolidated joint venture
73
122
(207)
FFO attributable to common stockholders and noncontrolling interest
14,262
13,945
29,040
28,826
Amortization of (below) above market leases, net
(60)
249
Straight line deferred rental revenue
(479)
(363)
(763)
563
Severance and transition related expense
567
671
Other adjustments from unconsolidated joint venture
20
51
AFFO attributable to common stockholders and noncontrolling interest
16,597
15,713
32,615
32,240
FFO attributable to common stockholders and noncontrolling interest per share and unit
AFFO attributable to common stockholders and noncontrolling interest per share and unit
Weighted Average Shares and Units Outstanding – basic and diluted
Weighted Average Shares and Units Outstanding:
Weighted Average Common Shares
Weighted Average OP Units
Weighted Average LTIP Units
(878)
(1,626)
(1,582)
(2,864)
(558)
(2,003)
Building capital
(1,087)
(1,576)
(2,994)
(2,342)
FAD attributable to common stockholders and noncontrolling interest
14,074
10,508
27,366
24,489
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre and Adjusted EBITDAre)
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, and adjustments for unconsolidated partnerships and joint ventures to reflect EBITDAre on the same basis, as applicable. The Company defines Adjusted EBITDAre as 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
-40-
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.
A reconciliation of net income to EBITDAre and Adjusted EBITDAre for the three and six months ended June 30, 2025 and 2024 is as follows:
Unconsolidated joint venture EBITDAre adjustments (1)
114
199
EBITDAre
23,792
22,416
47,250
45,706
Interest rate swap mark-to-market at unconsolidated joint venture
19
55
Adjusted EBITDAre
26,046
23,984
50,247
48,758
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business and investment objectives, we expect that the primary market risk to which we will be exposed is interest rate risk.
We may be exposed to the effects of interest rate changes primarily as a result of debt used to acquire healthcare facilities, including borrowings under the Credit Facility. The analysis below presents the sensitivity of the value of our variable rate financial obligations to selected changes in market interest rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.
As of June 30, 2025, we had $202.6 million of unhedged borrowings outstanding under the Revolver (before the netting of unamortized debt issuance costs) that bears interest at a variable rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources,” for a detailed discussion of our Credit Facility. At June 30, 2025, SOFR on our outstanding floating-rate borrowings was 4.33%. Assuming no increase in the amount of our variable interest rate debt, if SOFR increased 100 basis points, our cash flow would decrease by approximately $2.0 million annually. Assuming no increase in the amount of our variable rate debt, if SOFR were reduced 100 basis points, our cash flow would increase by approximately $2.0 million annually.
Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or floating rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Hedging Instruments,” for a description of our interest rate swaps.
We may enter into additional derivative financial instruments, including interest rate swaps and caps, in order to mitigate our interest rate risk on our future borrowings. We will not enter into derivative transactions for speculative purposes.
In addition to changes in interest rates, the value of our investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants/operators and borrowers, which may affect our ability to refinance our debt if necessary.
-41-
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025 pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
Changes in Internal Control over Financial Reporting
No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our financial condition or results of operations. From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. There can be no assurance that these matters that arise in the future, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period.
Item 1A. Risk Factors
The following supplements and updates the risk factors in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. Some statements in this Quarterly Report on Form 10-Q, including statements in the following risk factor, constitute forward-looking statements. Please refer to Part I, Item 2 of this Quarterly Report on Form 10-Q entitled “Special Note Regarding Forward-Looking Statements.”
-42-
Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.
The U.S. government has recently announced significant changes in its approach to international trade policy and has announced efforts to renegotiate certain existing trade agreements with foreign countries. In addition, the U.S. government has recently imposed tariffs on certain foreign goods and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Recent Tax Law Changes
On July 4, 2025, President Trump signed into law the OBBBA. The OBBBA made significant changes to the U.S. federal income tax law that impact REITs and their investors. Specifically, the OBBBA increases the REIT asset test limitation on the value of taxable REIT subsidiary (“TRS”) securities a REIT may hold from 20% to 25% for taxable years beginning after December 31, 2025. As a result, for taxable years beginning after December 31, 2025, the aggregate value of all securities of TRSs held by a REIT may not exceed 25% of the value of its total assets. The OBBBA also makes permanent the 20% deduction for “qualified REIT dividends” (i.e., REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) for individuals, trusts, and estates that was set to sunset for taxable years beginning after December 31, 2025. In addition, for taxable years beginning after December 31, 2024, the OBBBA restored the exclusion of deductions for depreciation, depletion and amortization in the calculation of a taxpayer’s “adjusted taxable income” for purposes of calculating the limitation on the taxpayer’s net interest expense deduction, which was previously in effect for taxable years beginning before January 1, 2022. This change will generally have the effect of increasing the available deduction.
-43-
Item 6. Exhibits
(a)Exhibits
Exhibit No.
3.1
Articles of Restatement of Global Medical REIT Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on August 8, 2018).
3.2
Fourth Amended and Restated Bylaws of Global Medical REIT Inc., adopted as of December 7, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K as filed with the SEC on December 7, 2022).
4.1
Specimen of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A as filed with the SEC on June 15, 2016).
4.2
Specimen of 7.50% Series A Cumulative Redeemable Preferred Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 14, 2017).
10.1†
Employment Agreement by and between Mark O. Decker, Jr. and Inter-American Management LLC, effective as of June 23, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on June 23, 2025).
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer and Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *
Inline XBRL Instance Document
101.SCH *
Inline XBRL Taxonomy Schema
101.CAL *
Inline XBRL Taxonomy Calculation Linkbase
101.DEF *
Inline XBRL Taxonomy Definition Linkbase
101.LAB *
Inline XBRL Taxonomy Label Linkbase
101.PRE *
Inline XBRL Taxonomy Presentation Linkbase
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
†
Management contract or compensatory plan or arrangement.
*
Filed herewith.
**
Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
-44-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 6, 2025
By:
/s/ Mark O. Decker. Jr.
Mark O. Decker, Jr.
Chief Executive Officer (Principal Executive Officer)
/s/ Robert J. Kiernan
Robert J. Kiernan
Chief Financial Officer (Principal Financial and Accounting Officer)
-45-