UHT - Universal Health Realty Income Trust
11/06/2026 | Press release | Distributed by Public on 11/06/2026 15:16
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to promote an understanding of our operating results and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements, as included in this Quarterly Report on Form 10-Q. The MD&A contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented below in Forward-Looking Statements and Certain Risk Factors and in Item 1A. Risk Factors as included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
We are a real estate investment trust ("REIT") that commenced operations in 1986. We invest in healthcare and human-service related facilities currently including acute care hospitals, behavioral health care hospitals, specialty facilities, free-standing emergency departments, childcare centers and medical/office buildings. As of September 30, 2026, we have seventy-seven real estate investments or commitments in twenty-one states consisting of:
•
six hospital facilities consisting of three acute care hospitals and three behavioral health care hospitals;
•
four free-standing emergency departments ("FEDs");
•
sixty-one medical/office buildings ("MOBs"), including four owned by unconsolidated limited liability companies ("LLCs")/limited liability partnerships ("LPs");
•
four preschool and childcare centers;
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one specialty facility located in Evansville, Indiana, that is currently vacant, and;
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vacant land located in Chicago, Illinois.
Forward Looking Statements and Certain Risk Factors
You should carefully review all of the information contained in this Quarterly Report, and should particularly consider any risk factors that we set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, this Quarterly Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the "SEC"). In this Quarterly Report, we state our beliefs of future events and of our future financial performance. This Quarterly Report contains "forward-looking statements" that reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, or the negative of those words and expressions, as well as statements in future tense, identify forward-looking statements. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks described elsewhere herein and in our Annual Report on Form 10-K for the year ended December 31, 2025 in Item 1A Risk Factors and in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking Statements and Risk Factors and in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations-Forward Looking Statements and Certain Risk Factors, as included herein. Those factors may cause our actual results to differ materially from any of our forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or our good faith belief with respect to future events and is subject to risks and uncertainties that are difficult to predict and many of which are outside of our control. Many factors could cause actual performance or results to differ materially from those expressed in the statements. Such factors include, among other things, the following:
•
A substantial portion of our revenues are dependent upon one operator, UHS, which comprised approximately 40% and 39% of our consolidated revenues during the three-month periods ended September 30, 2026 and 2025, respectively, and approximately 40% of our consolidated revenues for each of the nine-month periods ended September 30, 2026 and 2025. We cannot assure you that subsidiaries of UHS will renew the leases on the hospital facilities and free-standing emergency departments, upon the scheduled expirations of the existing lease terms. In addition, if subsidiaries of UHS exercise their options to purchase the respective leased hospital facilities and FEDs, and do not enter into a substitution arrangement upon expiration of the lease terms or otherwise, our future revenues and results of operations could decrease if we were unable to earn a favorable rate of return on the sale proceeds received, as compared to the rental revenue currently earned pursuant to these leases.
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The increase in interest rates during the past few years has significantly increased our interest expense thereby reducing our net income, cash provided by operating activities and funds from operations, as well as unfavorably impacting our ability
to access the capital markets on favorable terms. In addition, in March 2020, we entered into an interest rate swap agreement on a total notional amount of $55 million with a fixed interest rate of 0.565% that is scheduled to mature on March 25, 2027. Market interest rates have increased significantly since this interest swap agreement was entered into and we expect our interest expense to increase significantly upon maturity of the interest rate swap agreement in March, 2027. The increased interest rates on our borrowings and/or the increased costs related to new construction could also affect our ability to make additional attractive investments. The effects of increased interest rates on our borrowings, including the unfavorable impact on the terms of recent and future interest rate swap and/or cap agreements, could unfavorably impact our future rental revenue and expenses, including interest expense, and may potentially have a material unfavorable impact on our future net income, cash provided by operating activities, funds from operations, lease renewal terms, the underlying value of our properties, our ability to grow our portfolio, and the value of our common shares.
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Legislation adopted on July 4, 2025 (the One Big Beautiful Bill Act), attaches work and community service requirements to eligibility for Medicaid benefits that will have the effect of limiting Medicaid enrollment and expenditure. That legislation also places limits on provider fees used to increase federal Medicaid funding to states. The legislation prohibits states not previously having expanded Medicaid eligibility to 138% of federal poverty level from increasing the rate of current provider fees which fund certain state supplemental payments or increasing the base of the fee to a class or items of services that the fee did not previously cover. That current provider fee threshold will remain at 6%. For states having expanded Medicaid eligibility under the legislation, the provider fee threshold will be reduced by 0.5% annually between federal fiscal years 2028 and 2032 with the resulting threshold ultimately becoming 3.5%. The legislation also eliminated certain insurance exchange premium tax credits beyond 2025 and exchange enrollment has already been adversely impacted. On January 8, 2026, the U.S. House of Representatives passed H.R.1834 to extend for three years the enhanced premium tax credits ("EPTCs") that expired on December 31, 2025. As of early November 2026, no legislation extending the EPTCs has been enacted, and there can be no assurance regarding the timing or outcome of future legislative action. All of these factors may be expected to reduce the revenues of the operators of our properties and likely increase the level of uncompensated care provided by the operators of our hospital facilities, including UHS. As a result, our results of operations may be unfavorably impacted.
•
During the past few years, our tenants have experienced inflationary pressures, primarily in personnel and certain other costs. In addition, certain of our tenants have experienced staffing shortages that has, at various times, required the hiring of expensive temporary personnel and/or enhanced wages and benefits to recruit and retain nurses and other clinical staff and support personnel. The impact of inflation and/or staffing shortages, which had a material unfavorable impact on the operating results of certain of our tenants in the past, have moderated to a certain degree more recently. However, the extent of any future impacts from inflation on our tenants' businesses and results of operations will be dependent upon how long the elevated inflation levels persist and the extent to which the rate of inflation further increases, if at all, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, expenses of our tenants, and our direct operating expenses that are not passed on to our tenants, could increase faster than anticipated and may require utilization of our and our tenants' capital resources sooner than expected. Further, given the complexities of the reimbursement landscape in which our tenants operate, their payers may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts. This may impact their ability and willingness to make rental payments.
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In certain of our markets, the general real estate market has been unfavorably impacted by increased competition/capacity and decreases in occupancy and rental rates which may adversely impact our operating results and the underlying value of our properties.
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A subsidiary of UHS is our Advisor and our officers are all employees of a wholly-owned subsidiary of UHS, which may create the potential for conflicts of interest.
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Potential unfavorable tax consequences and reduced income resulting from an inability to complete, within the statutory timeframes, anticipated tax deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code, if, and as, applicable from time-to-time.
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The potential unfavorable impact on our business of a deterioration in national, regional and local economic and business conditions, including a worsening of credit and/or capital market conditions, which may adversely affect our ability to obtain capital which may be required to fund the future growth of our business and refinance existing debt with near term maturities.
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A deterioration in general economic conditions which may result in increases in the number of people unemployed and/or insured and likely increase the number of individuals without health insurance. Under these circumstances, the operators of our facilities may experience declines in patient volumes which could result in decreased occupancy rates at our medical office buildings.
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A worsening of the economic and employment conditions in the United States would likely materially affect the business of our operators, including UHS, which would likely unfavorably impact our future bonus rental revenue (on one UHS hospital facility) and may potentially have a negative impact on the future lease renewal terms and the underlying value of the hospital properties.
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There is a heightened risk of future cybersecurity threats, including ransomware attacks targeting healthcare providers. If successful, future cyberattacks could have a material adverse effect on our business. Any costs that we, or our third-party property managers, incur as a result of a data security incident or breach, including costs to update security protocols to mitigate such an incident or breach, could be significant. Any breach or failure in our, our third-party property managers', our tenants', or our or their respective third-party service providers' operational security systems, can result in loss of data or an unauthorized disclosure of or access to sensitive or confidential member or protected personal or health information and could result in violations of applicable privacy and other laws, significant penalties or fines, litigation, loss of customers, significant damage to our or their reputation and business, and other liability or losses. We may also incur additional costs related to cybersecurity risk management and remediation. There can be no assurance that we, our third-party property managers, our tenants or our or their service providers, if applicable, will not suffer losses relating to cyber-attacks or other information security breaches in the future or that insurance coverage (if applicable) will be adequate to cover all the costs resulting from such events.
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The outcome and effects of known and unknown litigation, government investigations, and liabilities and other claims asserted against us, UHS or the other operators of our facilities. From time to time, UHS and its subsidiaries are subject to legal actions, purported shareholder class actions, shareholder derivative cases, governmental investigations and regulatory actions and the effects of adverse publicity relating to such matters. Since UHS comprised approximately 40% and 39% of our consolidated revenues during the three-month periods ended September 30, 2026 and 2025, respectively, and approximately 40% of our consolidated revenues for each of the nine-month periods ended September 30, 2026 and 2025, and since a subsidiary of UHS is our Advisor, you are encouraged to obtain and review the disclosures contained in the Legal Proceedings section of Universal Health Services, Inc.'s Forms 10-Q and 10-K, as publicly filed with the Securities and Exchange Commission. Those filings are the sole responsibility of UHS and are not incorporated by reference herein.
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Failure of UHS or the other operators of our hospital facilities to comply with governmental regulations related to the Medicare and Medicaid licensing and certification requirements could have a material adverse impact on our future revenues and the underlying value of the property.
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Real estate market factors, including without limitation, the supply and demand of office space and market rental rates, changes in interest rates as well as an increase in the development of medical office condominiums in certain markets.
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The impact on property values and results of operations of severe weather conditions, including the effects of hurricanes.
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Government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs. Recent focus has been paid to making significant reductions to federal expenditures, including specific reductions to Medicaid program funds and potential reduction of Medicare funding as well. Any reduction to the overall funding levels for the Medicare and Medicaid programs may negatively impact our tenants' ability and willingness to make rental payments to us.
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The United States has recently enacted and proposed to enact significant new tariffs, which could adversely impact our tenants' business, financial condition and results of operations as a result of the increased costs on our and their operations and supply chains due to tariffs.
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The issues facing the health care industry that affect the operators of our facilities, including UHS, such as: changes in, or the ability to comply with, existing laws and government regulations; unfavorable changes in the levels and terms of reimbursement by third party payers or government programs, including Medicare (including, but not limited to, the potential unfavorable impact of future reductions to Medicare reimbursements resulting from the Budget Control Act of 2011, as discussed in the next bullet point below) and Medicaid (most states have reported significant budget deficits that have, in the past, resulted in the reduction of Medicaid funding to the operators of our facilities, including UHS); demographic changes; the ability to enter into managed care provider agreements on acceptable terms; an increase in uninsured and self-pay patients which unfavorably impacts the collectability of patient accounts; decreasing in-patient admission trends; technological and pharmaceutical improvements that may increase the cost of providing, or reduce the demand for, health care, and; the ability to attract and retain qualified medical personnel, including physicians.
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The Budget Control Act of 2011 imposed annual spending limits for most federal agencies and programs aimed at reducing budget deficits including Medicare payment reductions of up to 2% per fiscal year. Current legislation extended those cuts through 2032. We cannot predict whether Congress will restructure the implemented Medicare payment reductions or what other federal budget deficit reduction initiatives may be proposed by Congress going forward. We also cannot predict the effect these enactments will have on the operators of our properties (including UHS), and thus, our business.
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There are additional legislative changes that are likely to result in major changes in the health care delivery system on a national or state level, including changes in the structure and administration of, and funding for, federal and state agencies and programs. For example, Congress has reduced to $0 the penalty for failing to maintain health coverage that was part of the original Patient Protection and Affordable Care Act, as amended by the Health and Education Reconciliation Act (collectively, the "ACA") as part of the Tax Cuts and Jobs Act. The Biden administration had issued executive orders implementing a special enrollment period permitting individuals to enroll in health plans outside of the annual open enrollment period and reexamining policies that may undermine the ACA or the Medicaid program. The Inflation Reduction Act of 2022 ("IRA") was passed on August 16, 2022, which among other things, allows for the Centers for Medicare and Medicaid Services to negotiate prices for certain single-source drugs reimbursed under Medicare Part B and Part D. The American Rescue Plan Act's expansion of subsidies to purchase coverage through an ACA exchange, which the IRA continued through 2025, had increased insurance exchange enrollment. These enhanced subsidies expired on December 31, 2025.
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There have been numerous political and legal efforts to expand, repeal, replace or modify the ACA since its enactment, some of which have been successful, in part, in modifying the ACA, as well as court challenges to the constitutionality of the ACA. The U.S. Supreme Court held in California v. Texas that the plaintiffs lacked standing to challenge the ACA's requirement to obtain minimum essential health insurance coverage, or the individual mandate. The Court dismissed the case without specifically ruling on the constitutionality of the ACA. The ACA faced its most recent challenge when the Supreme Court, in the June 2025 Kennedy v. Braidwood Management decision, opined in favor of ACA HIV preventive care coverage. The impacts of this decision cannot be predicted. Any future efforts to challenge, replace or replace the ACA or expand or substantially amend its provision is unknown.
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There can be no assurance that if any of the announced or proposed changes described above are implemented there will not be negative financial impact on the operators of our hospitals, which material effects may include a potential decrease in the market for health care services or a decrease in the ability of the operators of our hospitals to receive reimbursement for health care services provided which could result in a material adverse effect on the financial condition or results of operations of the operators of our properties, and, thus, our business.
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On September 2, 2026, the Continuing Appropriations and Extensions Act, 2027 was enacted, providing temporary funding for federal government operations through December 11, 2026. Full-year appropriations for fiscal year 2027 have not yet been enacted, and uncertainty remains regarding the timing of their enactment and the levels of funding that will ultimately be appropriated. If additional appropriations legislation or another continuing resolution is not enacted before the current funding expires, a lapse in appropriations could result in a partial or broader federal government shutdown. Federal budget delays and federal government shutdowns are unpredictable and may occur in the future. We cannot predict whether or not there will be future appropriations legislation avoiding a federal government shutdown, however, the operating results and results of operations of certain of our tenants, and therefore potentially ours, could be materially unfavorably impacted by the federal government shutdown.
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We may face competition for properties that include, but are not limited to, other REITs, private investors and firms, banks and other companies, including UHS. In addition, we may face competition from other REITs for our tenants.
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The operators of our facilities face competition from other health care providers, including physician owned facilities and other competing facilities, including certain facilities operated by UHS but the real property of which is not owned by us. Such competition is experienced in markets including, but not limited to, McAllen, Texas, the site of our McAllen Medical Center, a 370-bed acute care hospital.
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Changes in, or inadvertent violations of, tax laws and regulations and other factors that can affect REITs and our status as a REIT, including possible future changes to federal tax laws that could materially impact our ability to defer gains on divestitures through like-kind property exchanges.
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Should we be unable to comply with the strict income distribution requirements applicable to REITs, utilizing only cash generated by operating activities, we would be required to generate cash from other sources which could adversely affect our financial condition.
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We hold non-controlling equity interests in four LLCs/LPs, pursuant to the operating and/or partnership agreements of which the third-party member and the Trust, at any time, potentially subject to certain conditions, have the right to make an offer ("Offering Member") to the other member(s) ("Non-Offering Member") in which it either agrees to: (i) sell the entire ownership interest of the Offering Member to the Non-Offering Member at a price as determined by the Offering Member ("Transfer Price"), or; (ii) purchase the entire ownership interest of the Non-Offering Member at the equivalent proportionate Transfer Price. The Non-Offering Member has 60 to 90 days to either: (i) purchase the entire ownership interest of the Offering Member at the Transfer Price, or; (ii) sell its entire ownership interest to the Offering Member at the
equivalent proportionate Transfer Price. The closing of the transfer must occur within 60 to 90 days of the acceptance by the Non-Offering Member.
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We may experience fluctuations in the value of our common stock, which, among other things could be affected by changes in the interest rate environment.
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Other factors referenced herein or in our other filings with the Securities and Exchange Commission.
Given these uncertainties, risks and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Our actual results and financial condition, including the operating results of our lessees and the facilities leased to subsidiaries of UHS, could differ materially from those expressed in, or implied by, the forward-looking statements.
Forward-looking statements speak only as of the date the statements are made. We assume no obligation to publicly update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except as may be required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies or estimates from those disclosed in our 2025 Annual Report on Form 10-K.
Results of Operations
During the three-month period ended September 30, 2026, net income was $4.9 million, as compared to $4.0 million during the third quarter of 2025. The $913,000 increase was attributable to:
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a net aggregate increase of $901,000 resulting primarily from nonrecurring depreciation expense recorded during the third quarter of 2025;
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an increase of $287,000 resulting from a decrease in interest expense due to a decrease in our average effective borrowing rate (which gives effect to various interest rate swap agreements), partially offset by an increase in our average borrowings outstanding pursuant to our credit agreement, and;
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a decrease of $275,000 resulting from a one-time settlement and release agreement executed during the third quarter of 2025.
During the nine-month period ended September 30, 2026, net income was $15.9 million, as compared to $13.3 million during the corresponding nine-month period of 2025. The $2.6 million increase was attributable to:
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a net aggregate increase of $1.3 million resulting from increased income generated at various properties, including the above-mentioned increase of approximately $900,000 from nonrecurring depreciation expense recorded during the third quarter of 2025;
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an increase of $773,000 resulting from a decrease in interest expense due to a decrease in our average effective borrowing rate (which gives effect to various interest rate swap agreements), partially offset by an increase in our average borrowings outstanding pursuant to our credit agreement;
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a gain on sale of land of $724,000; and;
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a decrease of $275,000 resulting from the above-mentioned, one-time settlement and release agreement executed during the third quarter of 2025.
Revenues increased slightly amounting to $25.3 million during each of the three-month periods ended September 30, 2026 and 2025. Revenues increased $148,000 to $74.9 million during the nine-month period ended September 30, 2026, as compared to $74.7 million during the nine-month period ended September 30, 2025.
Other operating expenses, which amounted to $7.9 million and $7.6 million during the three-month periods ended September 30, 2026 and 2025, respectively, and $22.4 million and $22.5 million during the nine-month periods ended September 30, 2026 and 2025, respectively, include expenses related to our properties as well as general and administrative expenses. Operating expenses incurred in connection with our properties amounted to $7.0 million and $6.7 million during the three-month periods ended September 30, 2026 and 2025, respectively, and $19.7 million and $19.8 million during the nine-month periods ended September 30, 2026 and 2025, respectively. A large portion of the property-related expenses are incurred in connection with our MOBs which are allocated to the tenants either directly as tenant reimbursements of common area maintenance expenses or included in base rental amounts. Tenant reimbursements for operating expenses are accrued as revenue in the same period during which the related expenses are incurred and are included as lease revenue in our condensed consolidated statements of income.
Funds from operations ("FFO") is a widely recognized measure of performance for Real Estate Investment Trusts ("REITs"). We believe that FFO and FFO per diluted share, which are non-GAAP financial measures, are helpful to our investors as measures of our operating performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we interpret the definition. FFO adjusts for the effects of certain items, such as gains on transactions that occurred during the periods presented. To the extent a REIT recognizes a gain or loss with respect to the sale of incidental assets, the REIT has the option to exclude or include such gains and losses in the calculation of FFO. We have opted to exclude gains and losses from sales of incidental assets in our calculation of FFO, if and when applicable. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered an alternative to net income determined in accordance with GAAP. In addition, FFO should not be used as: (i) an indication of our financial performance determined in accordance with GAAP; (ii) an alternative to cash flow from operating activities determined in accordance with GAAP; (iii) a measure of our liquidity, or; (iv) an indicator of funds available for our cash needs, including our ability to make cash distributions to shareholders.
Below is a reconciliation of our reported net income to FFO for the three and nine-month periods ended September 30, 2026 and 2025 (in thousands):
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Net income |
$ |
4,929 |
$ |
4,016 |
$ |
15,855 |
$ |
13,285 |
||||||||
|
Depreciation and amortization expense on consolidated |
7,054 |
7,903 |
21,036 |
21,742 |
||||||||||||
|
Depreciation and amortization expense on unconsolidated |
295 |
306 |
885 |
922 |
||||||||||||
|
Gain on sale of land |
- |
- |
(724 |
) |
- |
|||||||||||
|
Funds From Operations |
$ |
12,278 |
$ |
12,225 |
$ |
37,052 |
$ |
35,949 |
||||||||
|
Weighted average number of shares outstanding - Diluted |
13,899 |
13,874 |
13,885 |
13,860 |
||||||||||||
|
Funds From Operations per diluted share |
$ |
0.88 |
$ |
0.88 |
$ |
2.67 |
$ |
2.59 |
||||||||
Our FFO increased by $53,000 to $12.3 million during the third quarter of 2026, as compared to $12.2 million during the third quarter of 2025. The increase was due to the above-mentioned $913,000 increase in our net income during the third quarter of 2026, as compared to the third quarter of 2025, less an $860,000 decrease in the aggregate depreciation and amortization expense incurred by us and our unconsolidated affiliates. The decrease in the aggregate depreciation and amortization expense incurred during the third quarter of 2026, as compared to the third quarter of 2025, was due primarily to the approximately $900,000 of nonrecurring depreciation expense recorded during the third quarter of 2025.
Our FFO increased by approximately $1.1 million to $37.1 million during the first nine months of 2026, as compared to $35.9 million during the first nine months of 2025. The increase was due to: (i) the above-mentioned $2.6 million increase in our net income during the first nine months of 2026, as compared to the comparable period of 2025, partially offset by; (ii) the $724,000 gain on sale of land recorded during the first nine months of 2026, and; (iii) a $743,000 decrease in aggregate depreciation and amortization expense incurred by us and our unconsolidated affiliates due primarily to the approximately $900,000 of nonrecurring depreciation expense recorded during the third quarter of 2025.
Other Operating Results
Interest Expense:
As reflected in the schedule below, interest expense was $4.5 million and $4.8 million during the three-month periods ended September 30, 2026 and 2025, respectively and $13.4 million and $14.2 million during the nine-month periods ended September 30, 2026 and 2025, respectively, (amounts in thousands):
|
Three Months Ended September 30, |
Three Months Ended September 30, |
Nine Months |
Nine Months |
|||||||||||||
|
Credit agreement |
$ |
4,796 |
$ |
5,227 |
$ |
14,005 |
$ |
15,378 |
||||||||
|
Mortgage interest |
193 |
199 |
583 |
605 |
||||||||||||
|
Interest rate swaps income, net (a.) |
(521 |
) |
(797 |
) |
(1,528 |
) |
(2,350 |
) |
||||||||
|
Amortization of financing fees |
229 |
188 |
630 |
569 |
||||||||||||
|
Other interest |
(168 |
) |
(1 |
) |
(261 |
) |
- |
|||||||||
|
Interest expense, net |
$ |
4,529 |
$ |
4,816 |
$ |
13,429 |
$ |
14,202 |
||||||||
(a.) Includes: (i) a $55 million interest rate swap with a fixed interest rate of 0.5050% that is scheduled to mature in March, 2027; (ii) a $25 million interest rate swap with a fixed interest rate of 3.9495% that is scheduled to mature in December, 2027, and; (iii) an $85 million interest rate swap with a fixed interest rate of 3.2725% that is scheduled to mature in September, 2028. During the three and nine-month periods ended September 30, 2026 and 2025, net interest was paid to us from the counterparties pursuant to the interest rate swaps that were active during each period. Market interest rates have increased significantly since March of 2020 when we entered into the above-mentioned $55 million interest rate swap with a fixed interest rate of 0.5050%. We therefore expect that our interest expense will increase significantly upon the maturity of the interest rate swap on March 25, 2027.
Interest expense decreased by $287,000 during the three-month period ended September 30, 2026, as compared to the comparable period of 2025, due primarily to: (i) a $431,000 decrease in the interest expense pursuant to our credit agreement resulting primarily from a decrease in our average cost of borrowings (to 5.189% during the third quarter of 2026 as compared to 5.927% during the comparable quarter of 2025), partially offset by an increase in our average outstanding borrowings (to $366.7 million during the third quarter of 2026 as compared to $349.9 million during the comparable quarter of 2025); (ii) a $276,000 increase due to a net decrease in interest rate swap income pursuant to our various interest rate swap agreements, as discussed in (a.) above, and; (iii) a $132,000 other combined net decrease.
Interest expense decreased by $773,000 during the nine-month period ended September 30, 2026, as compared to the comparable period of 2025, due primarily to: (i) a $1.4 million decrease in the interest expense pursuant to our credit agreement resulting primarily from a decrease in our average cost of borrowings (to 5.221% during the first nine months of 2026 as compared to 5.932% during the comparable period of 2025), partially offset by an increase in our average outstanding borrowings (to $358.7 million during the first nine months of 2026 as compared to $346.6 million during the comparable period of 2025); (ii) an $822,000 increase due to a net decrease in interest rate swap income pursuant to our various interest rate swap agreements, as discussed in (a) above, and; (iii) a $222,000 other combined net decrease.
Liquidity and Capital Resources
Net cash provided by operating activities
Net cash provided by operating activities was $33.5 million during the nine-month period ended September 30, 2026 as compared to $35.5 million during the comparable period of 2025. The $2.0 million net decrease was attributable to:
•
an unfavorable change of $3.2 million in accrued expenses and other liabilities, due primarily to the timing of related disbursements;
•
a favorable change of $1.2 million due to an increase in net income plus/minus the adjustments to reconcile net income to net cash provided by operating activities (depreciation and amortization, amortization related to above/below market leases, amortization of deferred financing costs, stock-based compensation expense and gain on sale of land);
•
a favorable change of $599,000 in tenant reserves, deposits, and prepaid rents;
•
an unfavorable change of $235,000 in accrued interest;
•
an unfavorable change of $224,000 in leasing costs paid;
•
an unfavorable change of $100,000 in lease receivables, and;
•
other combined net unfavorable changes of $10,000.
Net cash used in investing activities
Net cash used in investing activities was $23.5 million during the first nine months of 2026 as compared to $12.4 million during the first nine months of 2025.
During the nine-month period ended September 30, 2026, we funded: (i) $24.6 million in additions to real estate investments, including tenant improvements at various MOBs, as well as the construction costs related to the Miller Medical Plaza in Palm Beach Gardens, FL, and; (ii) $191,000 in equity investments in unconsolidated LLCs. In addition, during the nine months ended September 30, 2026, we received: (i) $746,000 in net cash proceeds from the sale of land, and; (ii) $582,000 of cash in excess of income from unconsolidated LLCs.
During the nine-month period ended September 30, 2025, we funded: (i) $6.8 million in equity investments in unconsolidated LLCs (consisting primarily of our $6.5 million pro rata share of a $6.8 million third-party construction loan that was fully repaid in May, 2025); (ii) $5.6 million in additions to real estate investments, including tenant improvements at various MOBs, and; (iii) a $327,000 net advance made to a third-party partner of an unconsolidated LLC that was be repaid to us, with interest, during the fourth quarter of 2025. In addition, during the nine months ended September 30, 2025, we received $303,000 of cash in excess of income from unconsolidated LLCs.
Net cash used in financing activities
Net cash used in financing activities was $10.2 million during the nine months ended September 30, 2026, as compared to $23.2 million during the nine months ended September 30, 2025.
During the nine-month period ended September 30, 2026, we paid: (i) $31.2 million of dividends; (ii) $447,000 on mortgage notes payable that are non-recourse to us, and; (iii) $172,000 of financing costs related to our Credit Agreement. Additionally, during the nine months ended September 30, 2026, we received: (i) $21.5 million of net borrowings pursuant to our Credit Agreement, and; (ii) $117,000 of net cash from the issuance of shares of beneficial interest.
During the nine-month period ended September 30, 2025, we paid: (i) $30.7 million of dividends, and; (ii) $794,000 on mortgage notes payable that are non-recourse to us. Additionally, during the nine months ended September 30, 2025, we received: (i) $8.2 million of net borrowings pursuant to our Credit Agreement, and; (ii) $116,000 of net cash from the issuance of shares of beneficial interest.
Equity Issuance Program:
During the second quarter of 2024, we filed a shelf registration statement on Form S-3 (File No. 333-278730) (the "Form S-3"), registering the offer and sale, from time-to-time, of an indeterminate amount of the common shares of beneficial interest, preferred shares and debt securities up to an aggregate initial offering price of $100 million to or through one or more underwriters, dealers or agents, or directly to purchasers. The Form S-3 became effective on April 30, 2024.
No shares were issued under the Form S-3 since the effective date of April 30, 2024 through September 30, 2026. As of September 30, 2026, we have paid or incurred approximately $291,000 in various fees and expenses related to the Form S-3. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We make no assurance regarding when, or if, we will issue any securities under this registration statement.
Additional cash flow and dividends paid information for the nine-month periods ended September 30, 2026 and 2025:
As indicated on our condensed consolidated statement of cash flows, we generated net cash provided by operating activities of $33.5 million and $35.5 million during the nine-month periods ended September 30, 2026 and 2025, respectively. As also indicated on our statement of cash flows, non-cash expenses including depreciation and amortization expense, amortization related to above/below market leases, amortization of deferred financing costs and stock-based compensation expense, gain on the sale of land, as well as changes in certain assets and liabilities, are the primary differences between our net income and net cash provided by operating activities during each period.
We declared and paid dividends of $31.2 million and $30.7 million during the nine-month periods ended September 30, 2026 and 2025, respectively. During the first nine months of 2026, the $33.5 million of net cash provided by operating activities was approximately $2.3 million greater than the $31.2 million of dividends paid. During the first nine months of 2025, the $35.5 million of net cash provided by operating activities was approximately $4.8 million greater than the $30.7 million of dividends paid.
As indicated in the cash flows from investing activities and cash flows from financing activities sections of the statements of cash flows, there were various other sources and uses of cash during the nine months ended September 30, 2026 and 2025. From time to time, various other sources and uses of cash may include items such as investments and advances made to/from LLCs, additions to real estate investments, acquisitions/divestiture of properties, net borrowings/repayments of debt, and proceeds generated from the issuance of equity. Therefore, in any given period, the funding source for our dividend payments is not wholly dependent on the operating cash flow generated by our properties. Rather, our dividends as well as our capital reinvestments into our existing properties, acquisitions of real
property and other investments are funded based upon the aggregate net cash inflows or outflows from all sources and uses of cash from the properties we own either in whole or through LLCs, as outlined above.
In determining and monitoring our dividend level on a quarterly basis, our management and Board of Trustees consider many factors in determining the amount of dividends to be paid each period. These considerations primarily include: (i) the minimum required amount of dividends to be paid in order to maintain our REIT status; (ii) the current and projected operating results of our properties, including those owned in LLCs, and; (iii) our future capital commitments and debt repayments, including those of our LLCs. Based upon the information discussed above, as well as consideration of projections and forecasts of our future operating cash flows, management and the Board of Trustees have determined that our operating cash flows have been sufficient to fund our dividend payments. Future dividend levels will be determined based upon the factors outlined above with consideration given to our projected future results of operations.
We expect to finance all capital expenditures and acquisitions and pay dividends utilizing internally generated and additional funds. Additional funds may be obtained through: (i) borrowings under our $475 million Credit Agreement, which had $97.3 million of available borrowing capacity as of September 30, 2026, net of $377.7 million of outstanding borrowings as of that date; (ii) borrowings under or refinancing of existing third-party debt pursuant to mortgage loan agreements entered into by our consolidated and unconsolidated LLCs/LPs; (iii) the issuance of other long-term debt, and/or; (iv) the issuance of equity. In April, 2024 we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission pursuant to which we may offer up to $100 million of securities pursuant to supplemental prospectuses which we may file from time to time.
We believe that our operating cash flows, cash and cash equivalents, available borrowing capacity under our Credit Agreement and access to the capital markets provide us with sufficient capital resources to fund our operating, investing and financing requirements for the next twelve months, including providing sufficient capital to allow us to make distributions necessary to enable us to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986. In the event we need to access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time. Our inability to obtain financing on terms acceptable to us could have a material unfavorable impact on our results of operations, financial condition and liquidity.
Credit facilities and mortgage debt
Management routinely monitors and analyzes the Trust's capital structure in an effort to maintain the targeted balance among capital resources including the level of borrowings pursuant to our revolving credit facility, the level of borrowings pursuant to non-recourse mortgage debt secured by the real property of our properties and our level of equity including consideration of equity issuances. This ongoing analysis considers factors such as the current debt market and interest rate environment, the current/projected occupancy and financial performance of our properties, the current loan-to-value ratio of our properties, the Trust's current stock price, the capital resources required for anticipated acquisitions and the expected capital to be generated by anticipated divestitures. This analysis, together with consideration of the Trust's current borrowings outstanding under the credit agreement, non-recourse mortgage borrowings and equity, assists management in deciding which capital resource to utilize when events such as refinancing of specific debt components occur or additional funds are required to finance the Trust's growth.
On April 21, 2026, we entered into the First Amendment ("First Amendment") to the Second Amended and Restated Credit Agreement, among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent ("Credit Agreement"). Pursuant to the terms of the First Amendment, among other things, the borrowing capacity was increased to $475 million (from $425 million previously) and the minimum tangible net worth requirement was changed to $100 million (from $125 million previously). The maturity date, which was unchanged, is September 30, 2028, and we have the option to extend the maturity date for two additional six-month periods.
The Credit Agreement, as amended by the First Amendment, is comprised of $175 million of non-amortizing term loans and a $300 million revolving loan commitment which includes a $40 million sublimit for letters of credit, and a $30 million sublimit for swingline/short-term loans. Under the terms of the Credit Agreement, we may request that the revolving line of credit and/or the Term Loan be increased by up to an additional aggregate amount of $50 million. Borrowings under the Credit Agreement are guaranteed by certain subsidiaries of the Trust. In addition, borrowings are secured by first priority security interests in and liens on all equity interests in most of the Trust's wholly-owned subsidiaries.
Borrowings under the Credit Agreement will bear interest at a rate equal to, at our option, term SOFR for either one, three, or six months or the Base Rate, plus in either case, a specified margin depending on our total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin on revolving loans range from 1.10% to 1.35% for Adjusted Term SOFR loans and 0.10% to 0.35% for Base Rate loans. The applicable margin on term loans range from 1.20% to 1.65% for Adjusted Term SOFR loans and 0.20% to 0.65% for Base Rate loans. The Credit Agreement defines "Base Rate" as the greatest of (a) the Administrative Agent's prime rate, (b) the federal funds effective rate plus 1/2 of 1%, and (c) one month Adjusted Term SOFR plus 1%. The Trust will also pay a quarterly facility fee on the $300 million revolving loan commitment ranging from 0.15% to 0.35% (depending on the Trust's total leverage ratio).
The margins over Adjusted Term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2026, the applicable margin over the Adjusted Term SOFR rate for revolving loans was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%. At September 30, 2025, the applicable margin over the Adjusted Term SOFR rate for term loans was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%.
At September 30, 2026, we had $377.7 million of outstanding borrowings pursuant to the terms of our Credit Agreement, and $97.3 million of available borrowing capacity. At December 31, 2025 (prior to the First Amendment), we had $356.2 million of outstanding borrowings pursuant to the terms of our Credit Agreement, and $68.8 million of available borrowing capacity. There are no compensating balance requirements.
The Credit Agreement is structured to allow the Trust to select a one, three or six-month borrowing term for all borrowings on the Term Loan and revolving line of credit, which can be renewed through the commitment period that matures on September 30, 2028. In our consolidated statements of cash flows, we report cash flows pursuant to our Credit Agreement on a net basis, as all borrowings under the Credit Agreement have a term of less than three months as of September 30, 2026 and 2025. Aggregate borrowings under our Credit Agreement were $21.6 million and $14.9 million during the quarters ended September 30, 2026 and 2025, respectively, and aggregate repayments were $9.4 million and $12.7 million during the quarters ended September 30, 2026 and 2025, respectively. Aggregate borrowings under our Credit Agreement were $55.5 million and $47.5 million during the nine-months ended September 30, 2026 and 2025, respectively, and aggregate repayments were $34.0 million and $39.4 million during the nine-months ended September 30, 2026 and 2025, respectively.
The Credit Agreement contains customary affirmative and negative covenants, including limitations on certain indebtedness, liens, acquisitions and other investments, fundamental changes, asset dispositions and dividends and other distributions. The Credit Agreement also contains restrictive covenants regarding the Trust's ratio of total debt to total assets, the fixed charge coverage ratio, the ratio of total secured debt to total asset value, the ratio of total unsecured debt to total unencumbered asset value, and minimum tangible net worth, as well as customary events of default, the occurrence of which may trigger an acceleration of amounts then outstanding under the Credit Agreement. We were in compliance with all of the covenants in the Credit Agreement at each of September 30, 2026 and December 31, 2025. We also believe that we would remain in compliance if, based on the assumption that the majority of the potential new borrowings will be used to fund investments, the full amount of our commitment was borrowed.
The following table includes a summary of the required compliance ratios, giving effect to the covenants contained in the Credit Agreement (dollar amounts in thousands):
|
Covenant |
September 30, |
December 31, |
|||||||
|
Tangible net worth (a.) |
>= $100,000 |
$ |
134,997 |
$ |
146,744 |
||||
|
Total leverage |
< =60% |
44.7 |
% |
43.6 |
% |
||||
|
Secured leverage |
< =30% |
2.1 |
% |
2.3 |
% |
||||
|
Unencumbered leverage |
< =60% |
46.7 |
% |
45.4 |
% |
||||
|
Fixed charge coverage |
>=1.50x |
3.5x |
3.3x |
||||||
(a.) As discussed above, in April, 2026, the minimum tangible net worth requirement was changed to $100 million pursuant to the terms of the First Amendment.
As indicated on the following table, we have various mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of September 30, 2026 (amounts in thousands):
|
Facility Name |
Outstanding |
Interest |
Maturity |
|||||||
|
Phoenix Children's East Valley Care Center fixed rate |
$ |
7,121 |
3.95 |
% |
January, 2030 |
|||||
|
Rosenberg Children's Medical Plaza fixed rate mortgage loan |
11,004 |
4.42 |
% |
September, 2033 |
||||||
|
Total, excluding net debt premium and net financing fees |
18,125 |
|||||||||
|
Less net financing fees |
(119 |
) |
||||||||
|
Total mortgages notes payable, non-recourse to us, net |
$ |
18,006 |
||||||||
(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
In May, 2025, a fixed rate mortgage loan on Tuscan Professional Building, with a remaining balance of $122,000 as of that date, was fully repaid upon its schedule maturity date.
At September 30, 2026 and December 31, 2025, we had various mortgages, all of which were non-recourse to us, included in our condensed consolidated balance sheet. The mortgages are secured by the real property of the buildings as well as property leases and rents. The mortgages outstanding as of September 30, 2026, had a combined carrying value of approximately $18.1 million and a
combined fair value of approximately $16.4 million. The mortgages outstanding as of December 31, 2025, had a combined carrying value of approximately $18.6 million and a combined fair value of approximately $17.5 million. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be "level 2" in the fair value hierarchy as outlined in the authoritative guidance for disclosure in connection with debt instruments. Changes in market rates on our fixed rate debt impacts the fair value of debt, but it has no impact on interest incurred or cash flow.
Off Balance Sheet Arrangements
At each of September 30, 2026 and December 31, 2025, we had no off balance sheet arrangements.
Acquisition and Divestiture Activity
Please see Note 4 to the condensed consolidated financial statements- Acquisitions, Divestitures and New Construction.
UHT - Universal Health Realty Income Trust published this content on November 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 06, 2026 at 21:17 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]