Community Healthcare Trust Inc.
10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:09
Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Disclosure Regarding Forward-Looking Statements
This report and other materials that Community Healthcare Trust Incorporated (the "Company") has filed or may file with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made, or to be made, by management of the Company, contain, or will contain, statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "believes", "expects", "may", "will', "should", "seeks", "approximately", "intends", "plans", "estimates", "anticipates" or other similar words or expressions, including the negative thereof. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Because forward-looking statements relate to future events, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Thus, the Company's actual results and financial condition may differ materially from those indicated in such forward-looking statements. Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company's common stock, changes in the Company's business strategy, availability, terms and deployment of capital, the Company's ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, changes in the real estate industry in general, interest rates or the general economy, adverse developments related to the healthcare industry, changes in governmental regulations, the degree and nature of the Company's competition, the ability to consummate acquisitions under contract, catastrophic or extreme weather and other natural events and the physical effects of climate change, the occurrence of cyber incidents, effects on global and national markets as well as businesses resulting from increased inflation, changes in interest rates, supply chain disruptions, labor conditions, prolonged government shutdown or budgetary reductions or impasses, tariffs and global trade tensions, and/or conflicts in Ukraine and the Middle East, and other factors described in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and the Company's other filings with the Securities and Exchange Commission from time to time. Readers are therefore cautioned not to place undue reliance on the forward-looking statements contained herein which speak only as of the date hereof. The Company intends these forward-looking statements to speak only as of the time of this report and the Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
The purpose of this Management's Discussion and Analysis ("MD&A") is to provide an understanding of the Company's consolidated financial condition, results of operations and cash. MD&A is provided as a supplement to, and should be read in conjunction with, the Company's Condensed Consolidated Financial Statements and accompanying notes.
Overview
References such as "we," "us," "our," and "the Company" mean Community Healthcare Trust Incorporated, a Maryland corporation, and its consolidated subsidiaries.
We were organized in the State of Maryland on March 28, 2014. We are a self-administered, self-managed healthcare real estate investment trust, or REIT, that acquires and owns properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers.
Trends and Matters Impacting Operating Results
Management monitors factors and trends that it believes are important to the Company and the REIT industry in order to gauge their potential impact on the operations of the Company. Certain of the factors and trends that management believes may impact the operations of the Company are discussed below.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Asset Acquisitions
During the first nine months of 2025, the Company acquired two real estate properties totaling approximately 75,000 square feet for an aggregate purchase price of approximately $36.0 million and cash consideration of approximately $36.1 million. The properties are each 100.0% leased with both lease expirations in 2040. These acquisitions were funded with net proceeds from the Company's Revolving Credit Facility and from asset sales. See Note 4 - Real Estate Acquisitions, Dispositions, and Assets Held for Sale to the Condensed Consolidated Financial Statements for more details on these acquisitions.
Acquisition Pipeline
The Company has six properties under definitive purchase agreements, to be acquired after completion and occupancy, for an aggregate expected purchase price of approximately $146.0 million. The Company anticipates closing on one of these properties in the fourth quarter of 2025, and the remaining properties throughout 2026 and 2027; however, the Company cannot provide assurance as to the timing of when, or whether, these transactions will actually close. The Company expects to fund these acquisitions with cash from operations, with net proceeds from equity or debt issuances, with the Company's Revolving Credit Facility, or from asset sales.
Asset Dispositions
During the third quarter of 2025, the Company disposed of a building in Pennsylvania, received net proceeds of approximately $0.7 million, and recognized a loss of approximately $0.2 million on the sale. During the second quarter of 2025, the Company disposed of a building in Ohio classified as an asset held for sale, received net proceeds of approximately $0.6 million, and recognized a gain of approximately $0.2 million on the sale. Also during the second quarter of 2025, the Company amended an expired lease with a tenant which converted it from an operating lease to a sales-type lease and recognized a gain on sale of approximately $1.3 million.
Leased Square Footage
As of September 30, 2025, our real estate portfolio was approximately 90.1% leased, excluding real estate properties held for sale. During the first nine months of 2025, we had expiring or terminated leases related to approximately 612,000 square feet, and we leased or renewed leases relating to approximately 562,000 square feet.
Purchase Option Provisions
Certain of the Company's leases provide the lessee with a purchase option or a right of first refusal to purchase the leased property. The purchase option provisions generally allow the lessee to purchase the leased property at fair value or at an amount greater than the Company's gross investment in the leased property at the time of the purchase.
During the third quarter of 2025, a tenant exercised its purchase option on one property with a gross investment of $1.4 million. The tenant is in the process of working through financing options. The purchase price for the property is $1.8 million, and if the transaction closes, the Company expects to recognize a gain on sale.
At September 30, 2025, the Company had an aggregate gross investment of approximately $38.6 million in 12 real estate properties with purchase options exercisable at September 30, 2025 that had not been exercised.
Credit Loss on Loans and Interest Receivables
During the second quarter of 2025, the Company recorded additional reserves, fully reserving its notes and interest with a geriatric inpatient behavioral hospital tenant, totaling approximately $8.7 million on its notes and approximately $1.7 million of interest receivables. See Note 10 - Other Assets, net to the Condensed Consolidated Financial Statements for more details on these reserves.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Accelerated Amortization of Restricted Stock and Restricted Stock Units
The Company's former Executive Vice President, Asset Management was terminated effective May 31, 2025. In accordance with his employment agreement, his unvested restricted shares totaling 198,015 shares vested and his unvested restricted stock units totaling 18,275 units vested at target upon termination. As such, upon termination and vesting of these shares, the Company accelerated the unamortized remaining balance of his deferred compensation at May 31, 2025 and recognized $4.6 million of amortization expense. Also, the Company recognized severance and transition expense totaling approximately $1.3 million.
Inflation
Inflation has significantly increased during the past several years and a prolonged period of high and persistent
inflation could cause an increase in our expenses, capital expenditures, and cost of our variable-rate borrowings which could have a material impact on our financial position or results of operations. Many of our lease agreements contain provisions designed to mitigate the adverse impact of inflation, including annual rent increases based on
stated increases or CPI increases. In response to inflationary pressures, the Federal Reserve raised interest rates in
2022 and 2023, however, the Federal Reserve lowered interest rates in 2024 and 2025, and may provide additional rate changes during 2025. Higher interest rates may adversely impact real estate asset values and increase our interest expense on our variable-rate borrowings under our revolving credit facility.
Results of Operations
The Company's results of operations for the three and nine months ended September 30, 2025 compared to the same period in 2024 were impacted by credit loss, rent and interest reserves related to a geriatric inpatient hospital tenant, real estate acquisitions, severance and transition charges related to an employee termination, interest expense, and gains/losses on sales and impairments of real estate properties held for sale, as well as other items discussed in more detail below.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenues
Rental income increased approximately $1.5 million, or 5.0%, for the three months ended September 30, 2025 compared to the same period in 2024 due mainly to the following:
•Acquisitions of properties during 2024 and 2025 resulted in additional rental income of approximately $1.2 million in 2025 compared to 2024;
•Rental income related to the geriatric behavioral hospital tenant resulted in an increase in revenues of approximately $0.2 million for the three months ended September 30, 2025 as compared to the same period in 2024; offset partially by
•The Company amended an expired lease with a tenant which converted it from an operating lease to a sales-type lease, resulting in a decrease in rental revenue of approximately $0.1 million for the three months ended September 30, 2025 compared to the same period in 2024; and
•The remaining $0.2 million increase resulted from net leasing activities.
Expenses
General and administrative expenses decreased approximately $0.3 million for the three months ended September 30, 2025 compared to the same period in 2024 due mostly to a reduction in compensation-related expenses.
Depreciation and amortization expense remained fairly flat for the three months ended September 30, 2025 compared to the same period in 2024; however, depreciation and amortization expense was impacted by the following:
•Depreciation and amortization on real estate acquired during 2024 and 2025 resulted in an increase of approximately $0.4 million;
•Depreciation on tenant and other capital improvements resulted in an increase of approximately $0.3 million; offset partially by
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
•Fully amortized building improvements resulted in a decrease of approximately $0.1 million;
•Fully amortized real estate lease intangibles which generally have a shorter depreciable life than a building resulted in a decrease of approximately $0.5 million; and
•Depreciation and amortization on real estate sold or classified as held for sale during the three months ended September 30, 2025 resulted in a decrease of approximately $0.1 million.
(Loss) Gains on sale and impairments of real estate assets
(Loss) Gains on sale and impairments of real estate assets reduced net income by approximately $0.9 million for the three months ended September 30, 2025 compared to the same period in 2024 due mainly to the following:
•During the three months ended September 30, 2025, the Company sold a property in Pennsylvania and recognized a loss on sale of approximately $0.2 million; and
•During the three months ended September 30, 2025, the Company entered into a contract to sell a property in Rhode Island, classified the property as an asset held for sale, and recorded an impairment on the property at the lower of its net book value and fair value less estimated cost to sell of approximately $0.7 million.
Interest expense
Interest expense increased approximately $0.8 million, or 13.1%, for the three months ended September 30, 2025 compared to the same period in 2024 due mainly to increases in the weighted average balance and interest rates on the Credit Facility.
Interest and other income, net
Interest and other income, net decreased approximately $0.2 million for the three months ended September 30, 2025 compared to the same period in 2024. During the three months ended September 30, 2024, the Company received earnest money on a terminated contract on a property held for sale.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenues
Rental income increased approximately $5.1 million, or 5.9%, for the nine months ended September 30, 2025 compared to the same period in 2024 due mainly to the following:
•Income on properties acquired during 2024 and 2025 increased rental income by approximately $3.9 million;
•Rental income related to the geriatric inpatient behavioral hospital tenant resulted in an increase in revenues of approximately $0.6 million for the nine months ended September 30, 2025 as compared to the same period in 2024;
•Properties sold during 2024 and 2025 resulted in a decrease in rental income of approximately $0.3 million; and
•The remaining $0.9 million net increase resulted from various other items, including leasing activities.
Other operating interest decreased $1.3 million for the nine months ended September 30, 2025 compared to the same period in 2024 due mainly to the following:
•A decrease in interest revenue of approximately $1.5 million due to reserving notes with a geriatric behavioral hospital borrower/tenant in six properties; offset partially by
•An increase in interest revenue of approximately $0.1 million from a sales-type lease with a tenant that was previously an operating lease discussed above in Revenues.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Expenses
Property operating expenses increased approximately $0.3 million, or 1.5%, for the nine months ended September 30, 2025 compared to the same period in 2024, due mainly to:
•Property operating expenses increased approximately $0.3 million due to property acquisitions during 2024 and 2025;
•Property operating expenses increased approximately $0.2 million due to utilities, $0.1 million due to insurance, and $0.1 million due to landscaping costs (including snow plow); offset partially by
•A reduction of approximately $0.2 million due to properties sold during 2024 and 2025; and
•A reduction in repairs and maintenance costs of approximately $0.2 million.
General and administrative expenses increased approximately $6.1 million, or 42.6%, for the nine months ended September 30, 2025 compared to the same period in 2024 due mainly to:
•Effective May 31, 2025, the Company terminated its former Executive Vice President of Asset Management. Upon termination, unvested shares of restricted stock and restricted stock units vested in accordance with the terms of his employment agreement, and the Company accelerated the unamortized remaining balance of deferred compensation and recognized approximately $4.6 million of non-cash amortization expense. Additionally, the Company recognized approximately $1.3 million of severance and transition-related expenses; and
•Compensation expense increased approximately $0.5 million for the nine months ended September 30, 2025 compared to the same period in 2024, partially related to a $0.3 million increase to non-cash amortization of stock-based compensation; offset partially by
•Professional fees decreased by $0.3 million for the nine months ended September 30, 2025 compared to the same period in 2024.
Depreciation and amortization expense increased approximately $0.7 million, or 2.3%, for the nine months ended September 30, 2025 compared to the same period in 2024. This increase was comprised mainly of the following:
•Acquisitions of real estate in 2024 and 2025 resulted in an increase of approximately $1.5 million;
•Tenant improvements and other capital expenditures resulted in an increase of approximately $1.4 million; partially offset by
•Properties that were sold or classified as held for sale during 2024 and 2025 resulted in a decrease of approximately $0.3 million;
•Fully amortized building improvements resulted in a decrease of approximately $0.4 million; and
•Fully amortized real estate lease intangibles which generally have a shorter depreciable life than a building resulted in a decrease of approximately $1.5 million.
(Loss) Gains on sale and impairments of real estate assets
(Loss) Gains on sale and impairments of real estate assets increased net loss by approximately $0.1 million for the nine months ended September 30, 2025 compared to the same period in 2024. This decrease was due mainly to the following:
•During the nine months ended September 30, 2025, the Company amended an expired lease with a tenant which converted it from an operating lease to a sales-type lease. The Company recognized a gain on sale of the real estate totaling approximately $1.3 million;
•During the nine months ended September 30, 2025, the Company sold a property in Ohio and recognized a gain on the sale of approximately $0.2 million;
•During the nine months ended September 30, 2024, the Company sold a property in Texas and, during the second quarter of 2024, recognized an impairment at the lower of its net book value and fair value less estimated cost to sell of approximately $0.1 million; partially offset by
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
•During the nine months ended September 30, 2025, the Company entered into a contract to sell a property in Rhode Island, classified the property as an asset held for sale, and recorded an impairment on the property at the lower of its net book value and fair value less estimated cost to sell of approximately $0.7 million;
•During the nine months ended September 30, 2025, the Company sold a property in Pennsylvania and recognized a loss on the sale of approximately $0.2 million;
•During the nine months ended September 30, 2025, the Company entered into a contract to sell a property in Florida that was previously classified as an asset held for sale and recorded an impairment on the property at the lower of its net book value and fair value less estimated cost to sell of approximately $0.9 million.
Credit loss reserve
A credit loss reserve totaling $8.7 million and $11.0 million, respectively, was recorded during the nine months ended September 30, 2025 and 2024 related to notes receivable with a geriatric inpatient behavioral hospital tenant, fully reserving these notes in 2025. See Note 10 - Other Assets, net for more details on these notes and the credit loss reserve.
Interest expense
Interest expense increased approximately $2.7 million, or 15.7%, for the nine months ended September 30, 2025 compared to the same period in 2024 due mainly to increases in the weighted average balance and interest rates on the Credit Facility, including the maturity of two interest rate swaps in 2024, which were replaced with two forward-starting interest swaps at higher interest rates.
Interest and other income, net
Interest and other income, net decreased approximately $0.5 million for the nine months ended September 30, 2025 compared to the same period in 2024. During the nine months ended September 30, 2024, the Company recognized into income an undistributed allowance for tenant improvements totaling $0.3 million upon expiration of the lease and received earnest money on a terminated contract on a property held for sale of approximately $0.2 million.
Non-GAAP Financial Measures and Key Performance Indicators
Management considers certain non-GAAP financial measures and key performance indicators 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 and key performance indicators presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Funds from Operations ("FFO") and Adjusted Funds from Operations ("AFFO")
FFO is an operating performance measure adopted by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT's operating performance equal to net income (calculated in accordance with GAAP), excluding gains or losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, plus depreciation and amortization related to real estate properties, and after adjustments for unconsolidated partnerships and joint ventures. NAREIT also provides REITs with an option to exclude gains, losses and impairments of assets that are incidental to the main business of the REIT from the calculation of FFO.
In addition to FFO, the Company presents AFFO and AFFO per share. The Company defines AFFO as FFO, excluding certain expenses related to closing costs of properties acquired accounted for as business combinations and mortgages funded, excluding straight-line rent and the amortization of stock-based compensation, and including or excluding other non-cash items from time to time. AFFO presented herein may not be comparable to similar measures presented by other real estate companies due to the fact that not all real estate companies use the same definition.
Management believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, management believes FFO, AFFO, FFO per share and AFFO per share provide an understanding of the operating performance of the Company's properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, impairments and gains or losses from sales of real estate, losses and impairment of incidental assets, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO, AFFO, FFO per share and AFFO per share can facilitate comparisons of operating performance between periods. The table below reconciles net income (loss) to FFO and AFFO for the three and nine months ended September 30, 2025 compared to the same periods in 2024.
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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| (In thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income (loss) | $ | 1,640 | $ | 1,749 | $ | (9,326) | $ | (5,013) | |||||||||||||||
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Real estate depreciation and amortization
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11,019 | 11,077 | 32,957 | 32,350 | |||||||||||||||||||
| Loss/Gains on sale and impairments of real estate assets | 888 | (5) | 248 | 135 | |||||||||||||||||||
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Credit loss reserve(1)
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- | - | 8,672 | 11,000 | |||||||||||||||||||
| FFO | 13,547 | 12,821 | 32,551 | 38,472 | |||||||||||||||||||
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Straight-line rent
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(913) | (679) | (2,736) | (1,230) | |||||||||||||||||||
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Stock-based compensation
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2,465 | 2,497 | 7,706 | 7,390 | |||||||||||||||||||
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Accelerated amortization of deferred compensation(2)
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- | - | 4,591 | - | |||||||||||||||||||
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Severance and transition related expenses(2)
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- | - | 1,311 | - | |||||||||||||||||||
| AFFO | $ | 15,099 | $ | 14,639 | $ | 43,423 | $ | 44,632 | |||||||||||||||
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FFO per diluted common share(1) (2) (3)
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$ | 0.50 | $ | 0.48 | $ | 1.20 | $ | 1.44 | |||||||||||||||
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AFFO per diluted common share(3)
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$ | 0.56 | $ | 0.55 | $ | 1.60 | $ | 1.67 | |||||||||||||||
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Weighted average common shares outstanding - diluted (4)
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27,195 | 26,853 | 27,070 | 26,781 | |||||||||||||||||||
___________________
(1) During the nine months ended September 30, 2025 and 2024, the Company recorded a credit loss reserve on its notes related to a geriatric behavioral hospital tenant totaling approximately $8.7 million and $11.0 million, respectively. Because these notes are incidental to the Company's main business, the Company added back these reserves in its calculations of FFO and AFFO.
(2) During the nine months ended September 30, 2025, the Company recorded severance and transition-related charges totaling approximately $5.9 million, including non-cash accelerated amortization of stock-based compensation of approximately $4.6 million, which in total reduced FFO per diluted common share by approximately $0.22 for the nine months ended September 30, 2025.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
(3) During the nine months ended September 30, 2025, the Company reversed interest related to a geriatric behavioral hospital tenant totaling approximately $1.7 million, resulting in a reduction of FFO and AFFO per diluted share of approximately $0.06. During the nine months ended September 30, 2024, the Company reversed rent and interest related to this geriatric behavioral hospital tenant totaling approximately $3.2 million, including straight-line rent of approximately $0.9 million, resulting in a reduction of FFO per diluted share of approximately $0.12. AFFO, which adds back straight-line rent, was reduced by approximately $0.09 per diluted share for the nine months ending September 30, 2024.
(4) Diluted weighted average common shares outstanding for FFO and AFFO are calculated based on the treasury method, rather than the 2-class method used to calculate earnings per share. Restricted stock awards and time-based RSUs are included in the calculation of weighted average common shares outstanding to the extent that they are dilutive. Performance-based RSUs are included in the calculation of weighted average common shares outstanding to the extent that they are in-the-money as of the end of the reporting period and are dilutive.
Net Operating Income ("NOI")
NOI is a key performance indicator. NOI is defined as net income or loss, computed in accordance with GAAP, generated from our total portfolio of properties and other investments before general and administrative expenses, depreciation and amortization expense, gains or loss on the sale of real estate properties or other investments, interest expense, and income tax expense. We believe that NOI provides an accurate measure of operating performance of our operating assets because NOI excludes certain items that are not associated with management of the properties. The Company's use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing NOI.
The table below reconciles net income (loss) to NOI for the three and nine months ended September 30, 2025 compared to the same periods in 2024.
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
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Net income (loss) (1)
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$ | 1,640 | $ | 1,749 | $ | (9,326) | $ | (5,013) | ||||||||||||||||||
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General and administrative(2)
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4,658 | 4,935 | 14,415 | 14,249 | ||||||||||||||||||||||
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Severance and transition-related compensation (2)
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- | - | 5,902 | - | ||||||||||||||||||||||
| Depreciation and amortization | 10,902 | 10,927 | 32,724 | 31,981 | ||||||||||||||||||||||
| Loss/Gains on sale and impairments of real estate assets | 888 | (5) | 248 | 135 | ||||||||||||||||||||||
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Credit loss reserve(3)
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- | - | 8,672 | 11,000 | ||||||||||||||||||||||
| Interest expense | 7,075 | 6,253 | 20,019 | 17,301 | ||||||||||||||||||||||
| Interest and other income, net | (7) | (206) | (15) | (514) | ||||||||||||||||||||||
| NOI | $ | 25,156 | $ | 23,653 | $ | 72,639 | $ | 69,139 | ||||||||||||||||||
| ____________ | ||||||||||||||||||||||||||
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(1) During the nine months ended September 30, 2025, the Company reversed interest totaling approximately $1.7 million relating to a geriatric behavioral hospital tenant. During the nine months ended September 30, 2024, the Company reversed rent and interest totaling approximately $3.2 million including straight-line rent of approximately $0.9 million for this tenant.
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(2)Severance and transition-related compensation, which is included in general and administrative expenses on the income statement, is shown separately in the reconciliation above for the nine months ended September 30, 2025.
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(3)During the nine months ended September 30, 2025 and 2024, the Company recorded a credit loss reserve on its notes related to a geriatric behavioral hospital tenant totaling approximately $8.7 million and $11.0 million, respectively.
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EBITDAreand Adjusted EBITDAre
The Company uses the NAREIT definition of EBITDArewhich is net income or loss plus interest expense, income tax expense, and depreciation and amortization, plus losses or minus gains on the disposition of depreciable property, including losses/gains on change of control, plus impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus adjustments to reflect the entity's share of EBITDAreof unconsolidated affiliates and consolidated affiliates with non-controlling interest. The Company also presents Adjusted EBITDArewhich is EBITDArebefore non-cash stock-based compensation expense.
We consider EBITDAreand Adjusted EBITDAreimportant 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
The table below reconciles net income (loss) to EBITDAreand Adjusted EBITDArefor the three and nine months ended September 30, 2025 compared to the same periods in 2024.
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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| (In thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net income (loss) | $ | 1,640 | $ | 1,749 | $ | (9,326) | $ | (5,013) | ||||||||||||||||||
| Interest expense | 7,075 | 6,253 | 20,019 | 17,301 | ||||||||||||||||||||||
| Depreciation and amortization | 10,902 | 10,927 | 32,724 | 31,981 | ||||||||||||||||||||||
| Loss/Gains on sale and impairments of real estate assets | 888 | (5) | 248 | 135 | ||||||||||||||||||||||
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EBITDAre (1) (2)
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$ | 20,505 | $ | 18,924 | $ | 43,665 | $ | 44,404 | ||||||||||||||||||
| Non-cash stock-based compensation expense | 2,465 | 2,497 | 7,706 | 7,390 | ||||||||||||||||||||||
| Accelerated amortization of deferred compensation | - | - | 4,591 | - | ||||||||||||||||||||||
| Credit loss reserve | - | - | 8,672 | 11,000 | ||||||||||||||||||||||
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Adjusted EBITDAre (1) (2)
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$ | 22,970 | $ | 21,421 | $ | 64,634 | $ | 62,794 | ||||||||||||||||||
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(1) During the nine months ended September 30, 2025, the Company reversed interest totaling approximately $1.7 million for a geriatric behavioral hospital tenant. During the nine months ended September 30, 2024, the Company reversed rent and interest totaling approximately $3.2 million, including straight-line rent of approximately $0.9 million for this tenant.
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(2)During the nine months ended September 30, 2025, the Company recognized severance and transition-related charges totaling approximately $1.3 million.
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Liquidity and Capital Resources
The Company monitors its liquidity and capital resources and relies on several key indicators in its assessment of capital markets for financing acquisitions and other operating activities as needed, including the following:
•Leverage ratios and financial covenants included in our Credit Facility;
•Dividend payout percentage; and
•Interest rates, underlying treasury rates, debt market spreads and equity markets.
The Company uses these indicators and others to compare its operations to its peers and to help identify areas in which the Company may need to focus its attention.
Sources and Uses of Cash
The Company derives most of its revenues from its real estate properties, collecting rental income and operating expense reimbursements based on contractual arrangements with its tenants. These sources of revenue represent our primary source of liquidity to fund our dividends, general and administrative expenses, property operating expenses, interest expense on our Credit Facility and other expenses incurred related to managing our existing portfolio and investing in additional properties. To the extent additional resources are needed, the Company will fund its investment activity generally with net proceeds from equity or debt issuances, including our at-the-market equity offering program, either in the public or private markets, from our Credit Facility, or from asset sales.
The Company expects to meet its liquidity needs through cash on hand, cash flows from operations and cash flows from sources discussed above. The Company believes that its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.
Credit Facility
At September 30, 2025, the Company had $256.0 million outstanding on its Revolving Credit Facility with a maturity on October 16, 2029. In addition, the Company has $275.0 million outstanding in Term Loans with expirations beginning in 2028 through 2030. The Company has entered into interest rate swaps to fix the interest
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
rates on $275.0 million of the Term Loans, with maturities matching the maturity dates of the notes, and $75.0 million of the Revolving Credit Facility, which will mature on March 29, 2026. See Note 5 - Debt, net to the Condensed Consolidated Financial Statements which provide more details on the Company's Credit Facility. At September 30, 2025, the Company had borrowing capacity remaining under the Revolving Credit Facility of approximately $144.0 million.
The Company's ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Company was in compliance with its financial covenants under its Credit Facility as of September 30, 2025.
Ground Leases
At September 30, 2025, the Company was obligated, as the lessee, under four non-prepaid ground leases accounted for as operating leases with expiration dates, including renewal options, through 2076, and two non-prepaid ground leases accounted for as financing leases with expiration dates through 2109, including renewal options. Any rental increases related to the Company's ground leases are generally either stated or based on the Consumer Price Index. At September 30, 2025, the Company's aggregate obligation under these ground leases was approximately $8.6 million. See Note 3 - Real Estate Leases to the Condensed Consolidated Financial Statements.
Acquisition Pipeline
The Company has six properties under definitive purchase agreements, to be acquired after completion and occupancy, for an aggregate expected purchase price of approximately $146.0 million. The Company anticipates closing on one of these properties in the fourth quarter of 2025, and the remaining properties throughout 2026 and 2027; however, the Company cannot provide assurance as to the timing of when, or whether, these transactions will actually close. The Company expects to fund these acquisitions with cash from operations, with net proceeds from equity or debt issuances, with the Company's Revolving Credit Facility, or from asset sales.
Tenant Improvements and Capital Improvements
Subject to Company approval, we may fund or reimburse tenants for tenant improvements, which are allowed for in certain leases, of up to approximately $29.9 million as of September 30, 2025. At September 30, 2025, $7.7 million of this commitment relates primarily to three ongoing redevelopment projects on buildings with tenants backed by long-term leases.
The Company has also entered into contracts regarding certain capital expenditures with remaining commitments totaling approximately $3.0 million as of September 30, 2025. At September 30, 2025, $1.5 million of this commitment relates primarily to three redevelopment projects of buildings into different healthcare uses backed by long-term leases.
The Company expects to fund these expenditures with cash from operations, with net proceeds from equity or debt issuances, from our Credit Facility, or from asset sales.
Notes Receivable
The Company has a note with a tenant with unfunded commitments remaining totaling $5.8 million at September 30, 2025. Any future requests for borrowings under the revolving credit facility from this tenant will require review and approval by management. See Note 10 - Other Assets, net to the Condensed Consolidated Financial Statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Universal Shelf Registration Statement
On February 19, 2025, the Company filed a new non-automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission which became effective on March 14, 2025. The registration statement is for $500.0 million of securities and is effective for three years. Under this registration statement, the Company has the capacity to offer and sell from time to time various types of securities, including common stock, preferred stock, depository shares, rights, debt securities, warrants and units.
ATM Program
Under the ATM Program, the Company may issue and sell shares of its common stock, having an aggregate gross sales price of up to $300.0 million, exclusive of shares of common stock sold under its prior agreements with our Agents. The shares of common stock may be sold from time to time through or to one or more of the Agents, as may be determined by the Company in its sole discretion, subject to the terms and conditions of the third amended and restated sales agency agreement and applicable law. In addition, the Company may enter into one or more forward sales agreements under the ATM Program. As of September 30, 2025, the Company had $300.0 million remaining that may be issued under the ATM Program.
Operating Activities
Cash flows provided by operating activities for the nine months ended September 30, 2025 and 2024 were approximately $40.9 million and $43.2 million, respectively. Cash flows provided by operating activities were generally provided by contractual rents and interest on our notes receivable, net of property operating expenses not reimbursed by the tenants, general and administrative expenses, and interest expense paid on our Credit Facility.
Investing Activities
Cash flows used in investing activities for the nine months ended September 30, 2025 and 2024 were approximately $43.7 million and $83.2 million, respectively. During the nine months ended September 30, 2025, the Company invested in two properties for cash consideration of approximately $36.1 million, sold two properties for cash consideration totaling approximately $1.3 million, received payments on its notes totaling $5.1 million and funded capital expenditures and tenant improvements on its existing portfolio totaling approximately $14.0 million.
During the nine months ended September 30, 2024, the Company invested in four properties for an aggregate cash consideration of approximately $64.2 million, sold a property for cash consideration of approximately $1.0 million, funded amounts under its notes totaling approximately $2.9 million, received payments on its notes receivable totaling $2.4 million and funded capital expenditures and tenant improvements on its existing portfolio totaling approximately $19.5 million.
Financing Activities
Cash flows provided by financing activities for the nine months ended September 30, 2025 were approximately $1.8 million and cash flows provided by financing activities for the nine months ended September 30, 2024 were $38.2 million. During the nine months ended September 30, 2025, the Company borrowed $44.0 million under its Revolving Credit Facility and paid dividends totaling approximately $40.1 million. Also, upon the vesting of stock-based awards for certain employees, the Company withheld shares and paid taxes totaling approximately $1.8 million on behalf of employees.
During the nine months ended September 30, 2024, the Company (i) borrowed a net amount of $75.0 million under its Revolving Credit Facility, (ii) repaid a mortgage note totaling $4.8 million, (iii) completed equity offerings under its at-the-market program, resulting in net proceeds, net of underwriters' discount and offering costs, of approximately $7.3 million, (iv) upon the vesting of stock-based awards for certain employees, withheld shares and paid taxes totaling approximately $0.8 million on behalf of employees, and (v) paid dividends totaling approximately $38.6 million.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued
Security Deposits
As of September 30, 2025, the Company held approximately $2.6 million in security deposits for the benefit of the Company in the event the obligated tenant fails to perform under the terms of its respective lease. Generally, the Company may, at its discretion and upon notification to the tenant, draw upon the security deposits if there are any defaults under the leases.
Dividends
The Company is required to pay dividends to its stockholders at least equal to 90% of its taxable income in order to maintain its qualification as a REIT.
On October 23, 2025, the Company's Board of Directors declared a quarterly common stock dividend in the amount of $0.4750 per share. The dividend is payable on November 21, 2025 to stockholders of record on November 7, 2025. This rate equates to an annualized dividend of $1.90 per share.
The ability of the Company to pay dividends is dependent upon its ability to generate cash flows and to make accretive new investments.
Community Healthcare Trust Inc. published this content on October 28, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 28, 2025 at 20:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]