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H.S. senior Avg
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New words:
acquiror, added, admitted, asserting, Baltimore, bear, beneficial, binding, breach, brought, buy, cancelled, Cardinal, charter, Circuit, claim, Code, competing, complaint, comply, complying, Concurrently, constitute, consulting, consummate, consummated, consummation, contacting, copy, counsel, court, CRI, discourage, District, diversion, Division, doctrine, duty, earlier, employee, encourage, Exhibit, facilitate, final, Finally, forma, forum, gcear, GECAR, GP, Griffin, GRT, IMPORTANT, instance, intention, jurisdiction, knowingly, letter, merge, merged, merger, MGCL, obtain, opportunity, owed, pendency, printing, pro, proceeding, prohibiting, proposal, propose, proposed, prove, proxy, purport, pursue, recommend, recommendation, recommending, reinstate, reinstated, reorganization, resolution, scale, significantly, solicit, solicitation, subsidiary, substitute, Superior, surviving, tender, thereon, Thor, trustee, uncured, unlawful, unvested, URGED, variety, withdrawing, working
Removed:
forfeited, hand, remained, securing
Financial report summary
?Risks
- Pandemics or other health crises may adversely affect our business and/or operations, our tenants’ financial condition and the profitability of our properties.
- The declaration, amount and payment of future cash distributions on our common stock are subject to uncertainty due to current market conditions.
- Failure to complete the GCEAR Mergers could negatively impact the future of our business and financial results.
- The GECAR Merger Agreement and our Advisory Agreement contain provisions that could discourage a potential competing acquiror of us or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
- In certain circumstances, either we or GCEAR may terminate the GCEAR Merger Agreement.
- We and GCEAR each expect to incur substantial expenses related to the GCEAR Mergers.
- The GCEAR Mergers may be dilutive to estimated net income for our stockholders.
- The market value ascribed to the shares of common stock of our Company upon a liquidity event may be significantly lower than the estimated per share NAV of GCEAR Common Stock considered by our Board in approving and recommending the GCEAR Mergers.
Management Discussion
- We are not aware of any material trends or uncertainties, other than those listed in the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q, the effects of the recent outbreak of the COVID-19 pandemic, and national economic conditions affecting real estate in general, that may reasonably be expected to have a material impact on our results from the acquisition, management and operation of properties. Currently, we are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties.
- Our results of operations are influenced by the timing of acquisitions and the operating performance of our real estate assets. We review our stabilized operating results, measured by net operating income, from properties that we owned for the entirety of both the current and prior year reporting periods, referred to as “same store” properties, and we believe that the presentation of operating results for same store properties provides useful information to stockholders. Net operating income is a supplemental non-GAAP financial measure of a real estate company’s operating performance. Net operating income is considered by management to be a helpful supplemental performance measure, as it enables management to evaluate the impact of occupancy, rents, leasing activity, and other controllable property operating results at our real estate properties, and it provides a consistent method for the comparison of our properties. We define net operating income as operating revenues less operating expenses, which exclude (i) depreciation and amortization, (ii) interest expense and other non-property related revenue and expense items such as (a) general and administrative expenses, (b) advisory fees, (c) transaction-related expenses and (d) interest and other income. Our net operating income may not be comparable to that of other REITs and should not be considered to be more relevant or accurate in evaluating our operating performance than the current GAAP methodology used in calculating net income. In determining the same store property pool, we include all properties that were owned for the entirety of both the current and prior reporting periods, except for properties during the current or prior year that were under development or redevelopment.
- Loss on extinguishment of debt was $9,000 for the three months ended September 30, 2020 in connection with the termination of one mortgage note during the period. No such activity occurred during the three months ended September 30, 2019.