UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2020~~2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number: 001-37815

Global Medical REIT Inc.

(Exact name of registrant as specified in its charter)


Maryland		46-4757266
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 Bethesda Metro Center, Suite 440 Bethesda, MD		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 524-6851

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading ~~Symbol:~~Symbols:	Name of each exchange on which registered:
Common Stock, par value $0.001 per share	GMRE	NYSE
Series A Preferred Stock, Par value $0.001 per share	GMRE PrA	NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	◻	Accelerated filer	þ☐
Non-accelerated filer	◻þ	Smaller reporting company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of the registrant’s common stock outstanding at ~~November 1, 2020~~August 2, 2021 was ~~48,188,327.~~64,196,919.

Table of Contents

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION



Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets – ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020	3
	Condensed Consolidated Statements of Operations – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5
	Condensed Consolidated Statements of Equity – Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	6
	Condensed Consolidated Statements of Cash Flows ~~– Nine~~–Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	8
	Notes to the Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3735

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5248

Item 4.	Controls and Procedures	5248

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	5349

Item 1A.	Risk Factors	5349

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5549

Item 3.	Defaults Upon Senior Securities	5550

Item 4.	Mine Safety Disclosures	5550

Item 5.	Other Information	5550

Item 6.	Exhibits	5651

Signatures		5852

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Table of Contents

GLOBAL MEDICAL REIT INC.

Condensed Consolidated Balance Sheets

(unaudited and in thousands, except par values)


	As of				As of
	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Assets
Investment in real estate:
Land	$	116,123	$	95,381	$	145,424	$	128,857
Building		793,559		693,533		931,510		851,427
Site improvements		13,268		9,912		17,011		15,183
Tenant improvements		46,965		33,909		53,730		49,204
Acquired lease intangible assets		91,465		72,794		112,649		98,234
		1,061,380		905,529		1,260,324		1,142,905
Less: accumulated depreciation and amortization		(83,893)		(56,503)		(117,720)		(94,462)
Investment in real estate, net		977,487		849,026		1,142,604		1,048,443
Cash and cash equivalents		2,052		2,765		5,821		5,507
Restricted cash		5,210		4,420		6,549		5,246
Tenant receivables		6,702		4,957
Tenant receivables, net						4,886		5,596
Due from related parties		121		50		265		103
Escrow deposits		3,792		3,417		5,531		4,817
Deferred assets		18,928		14,512		23,050		20,272
Derivative asset		—		2,194		137		—
Goodwill		5,903		—		5,903		5,903
Other assets		5,356		3,593		5,219		5,019
Total assets	$	1,025,551	$	884,934	$	1,199,965	$	1,100,906

Liabilities and Equity
Liabilities:
Credit Facility, net of unamortized debt issuance costs of $3,875 and $3,832 at September 30, 2020 and December 31, 2019, respectively	$	454,325	$	347,518
Notes payable, net of unamortized debt issuance costs of $898 and $667 at September 30, 2020 and December 31, 2019, respectively		65,060		38,650
Credit Facility, net of unamortized debt issuance costs of $8,960 and $3,559 at June 30, 2021 and December 31, 2020, respectively					$	442,140	$	521,641
Notes payable, net of unamortized debt issuance costs of $706 and $835 at June 30, 2021 and December 31, 2020, respectively						64,620		64,937
Accounts payable and accrued expenses		8,329		5,069		8,080		7,279
Dividends payable		11,843		11,091		15,251		12,470
Security deposits and other		5,571		6,351
Due to related party		—		1,648
Security deposits						4,385		4,340
Derivative liability		19,505		8,685		13,814		18,086
Other liability		3,090		2,405
Other liabilities						5,983		6,171
Acquired lease intangible liability, net		8,621		3,164		8,437		8,222
Total liabilities		576,344		424,581		562,710		643,146
Commitments and Contingencies
Equity:
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at September 30, 2020 and December 31, 2019, respectively (liquidation preference of $77,625 at September 30, 2020 and December 31, 2019, respectively)		74,959		74,959
Common stock, $0.001 par value, 500,000 shares authorized; 48,188 shares and 43,806 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		48		44
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at June 30, 2021 and December 31, 2020, respectively (liquidation preference of $77,625 at June 30, 2021 and December 31, 2020, respectively)						74,959		74,959
Common stock, $0.001 par value, 500,000 shares authorized; 64,197 shares and 49,461 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively						64		49
Additional paid-in capital		487,114		433,330		700,038		504,789
Accumulated deficit		(107,943)		(71,389)		(138,088)		(116,773)
Accumulated other comprehensive loss		(19,651)		(6,674)		(13,784)		(18,219)
Total Global Medical REIT Inc. stockholders' equity		434,527		430,270		623,189		444,805
Noncontrolling interest		14,680		30,083		14,066		12,955
Total equity		449,207		460,353		637,255		457,760
Total liabilities and equity	$	1,025,551	$	884,934	$	1,199,965	$	1,100,906

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-3-

Table of Contents

GLOBAL MEDICAL REIT INC.

Condensed Consolidated Statements of Operations

(unaudited and in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,


2020

2019

2020

2019


Revenue

Rental revenue

$
25,055

$
18,117

$
68,623

$
50,093

Other income

42

78

178

182

Total revenue

25,097

18,195

68,801

50,275

Expenses

General and administrative

4,027

1,681

7,509

4,928

Operating expenses

3,619

1,362

8,256

3,826

Management fees – related party

—

1,621

4,024

4,539

Depreciation expense

6,954

5,006

19,383

13,481

Amortization expense

2,563

1,500

6,832

3,757

Interest expense

4,864

4,549

13,616

12,707

Management internalization expense

12,580

—

14,005

—

Preacquisition expense

70

168

267

224

Total expenses

34,677

15,887

73,892

43,462

Net (loss) income

$
(9,580)

$
2,308

$
(5,091)

$
6,813

Less: Preferred stock dividends

(1,455)

(1,455)

(4,366)

(4,366)

Less: Net loss (income) attributable to noncontrolling interest

767

(83)

647

(246)

Net (loss) income attributable to common stockholders

$
(10,268)

$
770

$
(8,810)

$
2,201

Net (loss) income attributable to common stockholders per share – basic and diluted

$
(0.22)

$
0.02

$
(0.19)

$
0.07

Weighted average shares outstanding – basic and diluted

46,908

35,512

45,503

32,514


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Revenue
Rental revenue	$	28,200	$	22,036	$	55,525	$	43,569
Other income		61		19		85		135
Total revenue		28,261		22,055		55,610		43,704

Expenses
General and administrative		4,285		1,643		8,667		3,482
Operating expenses		3,303		2,336		6,991		4,639
Management fees – related party		—		2,021		—		4,024
Depreciation expense		8,292		6,593		16,140		12,429
Amortization expense		3,135		2,348		6,140		4,269
Interest expense		5,020		4,375		10,057		8,752
Management internalization expense		—		920		—		1,424
Preacquisition expense		62		147		128		196
Total expenses		24,097		20,383		48,123		39,215

Net income	$	4,164	$	1,672	$	7,487	$	4,489
Less: Preferred stock dividends		(1,455)		(1,455)		(2,911)		(2,911)
Less: Net income attributable to noncontrolling interest		(156)		(13)		(268)		(120)
Net income attributable to common stockholders	$	2,553	$	204	$	4,308	$	1,458

Net income attributable to common stockholders per share – basic and diluted	$	0.04	$	0.00	$	0.08	$	0.03

Weighted average shares outstanding – basic and diluted		61,194		45,404		56,956		44,793

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-4-

Table of Contents

GLOBAL MEDICAL REIT INC.

Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~

(unaudited and in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020

Net (loss) income	$	(9,580)	$	2,308	$	(5,091)	$	6,813
Net income									$	4,164	$	1,672	$	7,487	$	4,489
Other comprehensive income (loss):
Increase (decrease) in fair value of interest rate swap agreements		2,003		(1,303)		(12,977)		(6,875)		804		(1,022)		4,435		(14,980)
Total other comprehensive income (loss)		2,003		(1,303)		(12,977)		(6,875)		804		(1,022)		4,435		(14,980)
Comprehensive (loss) income		(7,577)		1,005		(18,068)		(62)
Comprehensive income (loss)										4,968		650		11,922		(10,491)
Less: Preferred stock dividends		(1,455)		(1,455)		(4,366)		(4,366)		(1,455)		(1,455)		(2,911)		(2,911)
Less: Comprehensive loss attributable to noncontrolling interest		628		44		1,555		442
Comprehensive loss attributable to common stockholders	$	(8,404)	$	(406)	$	(20,879)	$	(3,986)
Less: Comprehensive (income) loss attributable to noncontrolling interest										(202)		50		(529)		928
Comprehensive income (loss) attributable to common stockholders									$	3,311	$	(755)	$	8,482	$	(12,474)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-5-

Table of Contents

GLOBAL MEDICAL REIT INC.

Condensed Consolidated Statements of Equity

(unaudited and in ~~thousands)~~thousands, except per share amounts)

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020:~~

Global

Accumulated

Medical

Additional

Other

REIT Inc.

Non-

Common Stock

Preferred Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

controlling

Total


Shares

Amount

Shares

Amount

Capital

Deficit

Loss

Equity

Interest

Equity
Balances, December 31, 2019

43,806

$
44

3,105

$
74,959

$
433,330

$
(71,389)

$
(6,674)

$
430,270

$
30,083

$
460,353
Net loss

0

0

0

0

0

(4,444)

0

(4,444)

(647)

(5,091)
Issuance of shares of common stock, net

3,169

3

0

0

38,234

0

0

38,237

0

38,237
LTIP Units and OP Units redeemed for common stock

1,213

1

0

0

15,550

0

0

15,551

(15,551)

0
Change in fair value of interest rate swap agreements

0

0

0

0

0

0

(12,977)

(12,977)

0

(12,977)
Stock-based compensation expense

0

0

0

0

0

0

0

0

3,391

3,391
Dividends to common stockholders ($0.60 per share)

0

0

0

0

0

(27,744)

0

(27,744)

0

(27,744)
Dividends to preferred stockholders ($1.40625 per share)

0

0

0

0

0

(4,366)

0

(4,366)

0

(4,366)
Dividends to noncontrolling interest

0

0

0

0

0

0

0

0

(2,596)

(2,596)
Balances, September 30, 2020

48,188

$
48

3,105

$
74,959

$
487,114

$
(107,943)

$
(19,651)

$
434,527

$
14,680

$
449,207

~~For the Three Months Ended September 30, 2020:~~

Global

Accumulated

Medical

Additional

Other

REIT Inc.

Non-

Common Stock

Preferred Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

controlling

Total


Shares

Amount

Shares

Amount

Capital

Deficit

Loss

Equity

Interest

Equity
Balances, June 30, 2020

46,252

$
46

3,105

$
74,959

$
462,607

$
(88,037)

$
(21,654)

$
427,921

$
14,788

$
442,709
Net loss

0

0

0

0

0

(8,813)

0

(8,813)

(767)

(9,580)
Issuance of shares of common stock, net

1,930

2

0

0

24,431

0

0

24,433

0

24,433
LTIP Units and OP Units redeemed for common stock

6

0

0

0

76

0

0

76

(76)

0
Change in fair value of interest rate swap agreements

0

0

0

0

0

0

2,003

2,003

0

2,003
Stock-based compensation expense

0

0

0

0

0

0

0

0

1,572

1,572
Dividends to common stockholders ($0.20 per share)

0

0

0

0

0

(9,638)

0

(9,638)

0

(9,638)
Dividends to preferred stockholders ($0.46875 per share)

0

0

0

0

0

(1,455)

0

(1,455)

0

(1,455)
Dividends to noncontrolling interest

0

0

0

0

0

0

0

0

(837)

(837)
Balances, September 30, 2020

48,188

$
48

3,105

$
74,959

$
487,114

$
(107,943)

$
(19,651)

$
434,527

$
14,680

$
449,207

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~-6-~~

~~Table of Contents~~

~~GLOBAL MEDICAL REIT INC.~~

~~Condensed Consolidated Statement of Equity -~~ ~~Continued~~

~~(unaudited and in thousands)~~

~~For the Nine Months Ended September 30, 2019:~~

Global

Accumulated

Medical

Additional

Other

REIT Inc.

Non-

Common Stock

Preferred Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

controlling

Total


Shares

Amount

Shares

Amount

Capital

Deficit

Loss

Equity

Interest

Equity
Balances, December 31, 2018

25,944

$
26

3,105

$
74,959

$
243,038

$
(45,007)

$
(3,721)

$
269,295

$
30,455

$
299,750
Net income

0

0

0

0

0

6,567

0

6,567

246

6,813
Issuance of shares of common stock, net

10,284

10

0

0

96,767

0

0

96,777

0

96,777
LTIP Units and OP Units redeemed for common stock

62

0

0

0

630

0

0

630

(630)

0
Change in fair value of interest rate swap agreements

0

0

0

0

0

0

(6,875)

(6,875)

0

(6,875)
Stock-based compensation expense

0

0

0

0

0

0

0

0

2,493

2,493
Dividends to common stockholders ($0.60 per share)

0

0

0

0

0

(21,040)

0

(21,040)

0

(21,040)
Dividends to preferred stockholders ($1.40625 per share)

0

0

0

0

0

(4,366)

0

(4,366)

0

(4,366)
Dividends to noncontrolling interest

0

0

0

0

0

0

0

0

(2,615)

(2,615)
OP Units issued to third parties

0

0

0

0

0

0

0

0

506

506
Balances, September 30, 2019

36,290

$
36

3,105

$
74,959

$
340,435

$
(63,846)

$
(10,596)

$
340,988

$
30,455

$
371,443

~~For the Three Months Ended September 30, 2019:~~

Global

Accumulated

Medical

Additional

Other

REIT Inc.

Non-

Common Stock

Preferred Stock

Paid-in

Accumulated

Comprehensive

Stockholders’

controlling

Total


Shares

Amount

Shares

Amount

Capital

Deficit

Loss

Equity

Interest

Equity
Balances, June 30, 2019

34,653

$
35

3,105

$
74,959

$
322,872

$
(57,397)

$
(9,293)

$
331,176

$
30,427

$
361,603
Net income

0

0

0

0

0

2,225

0

2,225

83

2,308
Issuance of shares of common stock, net

1,632

1

0

0

17,509

0

0

17,510

0

17,510
LTIP Units and OP Units redeemed for common stock

5

0

0

0

54

0

0

54

(54)

0
Change in fair value of interest rate swap agreements

0

0

0

0

0

0

(1,303)

(1,303)

0

(1,303)
Stock-based compensation expense

0

0

0

0

0

0

0

0

868

868
Dividends to common stockholders ($0.20 per share)

0

0

0

0

0

(7,219)

0

(7,219)

0

(7,219)
Dividends to preferred stockholders ($0.46875 per share)

0

0

0

0

0

(1,455)

0

(1,455)

0

(1,455)
Dividends to noncontrolling interest

0

0

0

0

0

0

0

0

(869)

(869)
Balances, September 30, 2019

36,290

$
36

3,105

$
74,959

$
340,435

$
(63,846)

$
(10,596)

$
340,988

$
30,455

$
371,443

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~-7-~~

~~Table of Contents~~

~~GLOBAL MEDICAL REIT INC.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(unaudited and in thousands)~~2021:

Nine Months Ended September 30,


2020

2019

Operating activities

Net (loss) income

$
(5,091)

$
6,813

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation expense

19,383

13,481

Amortization of acquired lease intangible assets

6,813

3,757

Amortization of above market leases, net

472

634

Amortization of debt issuance costs and other

1,030

1,000

Stock-based compensation expense

3,391

2,493

Capitalized preacquisition costs charged to expense

167

162

Reserve for uncollectible receivables

727

—

Other

45

82

Changes in operating assets and liabilities:

Tenant receivables

(2,472)

(1,232)

Deferred assets

(4,416)

(3,955)

Other assets

(322)

(154)

Accounts payable and accrued expenses

1,169

911

Security deposits and other

(780)

2,210

Accrued management fees due to related party

(1,727)

479

Net cash provided by operating activities

18,389

26,681

Investing activities

Purchase of land, buildings, and other tangible and intangible assets and liabilities

(136,813)

(181,440)

Internalization - cash paid for acquisition of Former Advisor, net of cash acquired of $559

(5,093)

—

Escrow deposits for purchase of properties

700

(897)

Loan repayments from related parties

10

—

Capital expenditures on existing real estate investments

(416)

(337)

Net cash used in investing activities

(141,612)

(182,674)

Financing activities

Net proceeds received from common equity offerings

38,137

96,799

Escrow deposits required by third party lenders

(1,034)

(216)

Proceeds from note payable

14,800

—

Repayment of notes payable

(233)

(101)

Proceeds from Credit Facility

158,400

164,450

Repayment of Credit Facility

(51,550)

(77,500)

Payment of debt issuance costs

(1,266)

(924)

Dividends paid to common stockholders, and OP Unit and LTIP Unit holders

(29,588)

(21,167)

Dividends paid to preferred stockholders

(4,366)

(4,365)

Net cash provided by financing activities

123,300

156,976

Net increase in cash and cash equivalents and restricted cash

77

983

Cash and cash equivalents and restricted cash—beginning of period

7,185

4,843

Cash and cash equivalents and restricted cash—end of period

$
7,262

$
5,826

Supplemental cash flow information:

Cash payments for interest

$
12,339

$
11,687

Noncash financing and investing activities:

Accrued dividends payable

$
11,843

$
9,470

Interest rate swap agreements fair value change recognized in other comprehensive loss

$
12,977

$
6,875

OP Units and LTIP Units redeemed for common stock

$
15,551

$
630

CMBS loan assumed in connection with a facility acquisition

$
12,074

$
—

Accrued common stock offering costs

$
169

$
22

Recognition of lease liability related to right of use asset

$
727

$
3,143

OP Units issued primarily for property acquisition

$
—

$
506


													Global
											Accumulated		Medical
							Additional				Other		REIT Inc.		Non-
	Common Stock			Preferred Stock			Paid-in		Accumulated		Comprehensive		Stockholders’		controlling		Total
	Shares	Amount		Shares	Amount		Capital		Deficit		Loss		Equity		Interest		Equity
Balances, December 31, 2020	49,461	$	49	3,105	$	74,959	$	504,789	$	(116,773)	$	(18,219)	$	444,805	$	12,955	$	457,760
Net income	—		—	—		—		—		7,219		—		7,219		268		7,487
Issuance of shares of common stock, net	14,685		15	—		—		194,498		—		—		194,513		—		194,513
LTIP Units and OP Units redeemed for common stock	51		—	—		—		751		—		—		751		(751)		—
Change in fair value of interest rate swap agreements	—		—	—		—		—		—		4,435		4,435		—		4,435
Stock-based compensation expense	—		—	—		—		—		—		—		—		3,327		3,327
Dividends to common stockholders ($0.41 per share)	—		—	—		—		—		(25,623)		—		(25,623)		—		(25,623)
Dividends to preferred stockholders ($0.9375 per share)	—		—	—		—		—		(2,911)		—		(2,911)		—		(2,911)
Dividends to noncontrolling interest	—		—	—		—		—		—		—		—		(1,733)		(1,733)
Balances, June 30, 2021	64,197	$	64	3,105	$	74,959	$	700,038	$	(138,088)	$	(13,784)	$	623,189	$	14,066	$	637,255

For the Three Months Ended June 30, 2021:


													Global
											Accumulated		Medical
							Additional				Other		REIT Inc.		Non-
	Common Stock			Preferred Stock			Paid-in		Accumulated		Comprehensive		Stockholders’		controlling		Total
	Shares	Amount		Shares	Amount		Capital		Deficit		Loss		Equity		Interest		Equity
Balances, March 31, 2021	60,794	$	61	3,105	$	74,959	$	648,949	$	(127,480)	$	(14,588)	$	581,901	$	13,918	$	595,819
Net income	—		—	—		—		—		4,008		—		4,008		156		4,164
Issuance of shares of common stock, net	3,352		3	—		—		50,338		—		—		50,341		—		50,341
LTIP Units and OP Units redeemed for common stock	51		—	—		—		751		—		—		751		(751)		—
Change in fair value of interest rate swap agreements	—		—	—		—		—		��		804		804		—		804
Stock-based compensation expense	—		—	—		—		—		—		—		—		1,612		1,612
Dividends to common stockholders ($0.205 per share)	—		—	—		—		—		(13,160)		—		(13,160)		—		(13,160)
Dividends to preferred stockholders ($0.46875 per share)	—		—	—		—		—		(1,456)		—		(1,456)		—		(1,456)
Dividends to noncontrolling interest	—		—	—		—		—		—		—		—		(869)		(869)
Balances, June 30, 2021	64,197	$	64	3,105	$	74,959	$	700,038	$	(138,088)	$	(13,784)	$	623,189	$	14,066	$	637,255

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-6-

Table of Contents

GLOBAL MEDICAL REIT INC.

Condensed Consolidated Statements of Equity - Continued

(unaudited and in thousands, except per share amounts)

For the Six Months Ended June 30, 2020:


													Global
											Accumulated		Medical
							Additional				Other		REIT Inc.		Non-
	Common Stock			Preferred Stock			Paid-in		Accumulated		Comprehensive		Stockholders’		controlling		Total
	Shares	Amount		Shares	Amount		Capital		Deficit		Loss		Equity		Interest		Equity
Balances, December 31, 2019	43,806	$	44	3,105	$	74,959	$	433,330	$	(71,389)	$	(6,674)	$	430,270	$	30,083	$	460,353
Net income	—		—	—		—		—		4,369		—		4,369		120		4,489
Issuance of shares of common stock, net	1,239		1	—		—		13,803		—		—		13,804		—		13,804
LTIP Units and OP Units redeemed for common stock	1,207		1	—		—		15,474		—		—		15,475		(15,475)		—
Change in fair value of interest rate swap agreements	—		—	—		—		—		—		(14,980)		(14,980)		—		(14,980)
Stock-based compensation expense	—		—	—		—		—		—		—		—		1,819		1,819
Dividends to common stockholders ($0.40 per share)	—		—	—		—		—		(18,106)		—		(18,106)		—		(18,106)
Dividends to preferred stockholders ($0.9375 per share)	—		—	—		—		—		(2,911)		—		(2,911)		—		(2,911)
Dividends to noncontrolling interest	—		—	—		—		—		—		—		—		(1,759)		(1,759)
Balances, June 30, 2020	46,252	$	46	3,105	$	74,959	$	462,607	$	(88,037)	$	(21,654)	$	427,921	$	14,788	$	442,709

For the Three Months Ended June 30, 2020:


													Global
											Accumulated		Medical
							Additional				Other		REIT Inc.		Non-
	Common Stock			Preferred Stock			Paid-in		Accumulated		Comprehensive		Stockholders’		controlling		Total
	Shares	Amount		Shares	Amount		Capital		Deficit		Loss		Equity		Interest		Equity
Balances, March 31, 2020	44,278	$	44	3,105	$	74,959	$	440,220	$	(78,990)	$	(20,632)	$	415,601	$	23,189	$	438,790
Net income	—		—	—		—		—		1,659		—		1,659		13		1,672
Issuance of shares of common stock, net	1,239		1	—		—		13,803		—		—		13,804		—		13,804
LTIP Units and OP Units redeemed for common stock	735		1	—		—		8,584		—		—		8,585		(8,585)		—
Change in fair value of interest rate swap agreements	—		—	—		—		—		—		(1,022)		(1,022)		—		(1,022)
Stock-based compensation expense	—		—	—		—		—		—		—		—		897		897
Dividends to common stockholders ($0.20 per share)	—		—	—		—		—		(9,250)		—		(9,250)		—		(9,250)
Dividends to preferred stockholders ($0.46875 per share)	—		—	—		—		—		(1,456)		—		(1,456)		—		(1,456)
Dividends to noncontrolling interest	—		—	—		—		—		—		—		—		(726)		(726)
Balances, June 30, 2020	46,252	$	46	3,105	$	74,959	$	462,607	$	(88,037)	$	(21,654)	$	427,921	$	14,788	$	442,709

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-7-

Table of Contents

GLOBAL MEDICAL REIT INC.

Condensed Consolidated Statements of Cash Flows

(unaudited and in thousands)


	Six Months Ended June 30,
	2021		2020
Operating activities
Net income	$	7,487	$	4,489
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		16,140		12,429
Amortization of acquired lease intangible assets		6,097		4,269
Amortization of above market leases, net		145		403
Amortization of debt issuance costs and other		930		634
Stock-based compensation expense		3,327		1,819
Capitalized preacquisition costs charged to expense		84		135
Reserve for uncollectible receivables		(100)		627
Other		22		46
Changes in operating assets and liabilities:
Tenant receivables		810		(1,558)
Deferred assets		(2,778)		(2,921)
Other assets and liabilities		5		117
Accounts payable and accrued expenses		862		3,620
Security deposits		45		(536)
Accrued management fees due to related party		—		295
Net cash provided by operating activities		33,076		23,868

Investing activities
Purchase of land, buildings, and other tangible and intangible assets and liabilities		(115,545)		(76,057)
Escrow deposits for purchase of properties		1,020		500
Loans to related parties		(162)		(61)
Capital expenditures on existing real estate investments		(1,284)		(341)
Net cash used in investing activities		(115,971)		(75,959)

Financing activities
Net proceeds received from common equity offerings		194,455		13,605
Escrow deposits required by third party lenders		(1,734)		(385)
Repayment of notes payable		(446)		(113)
Proceeds from Credit Facility		133,100		88,700
Repayment of Credit Facility		(207,200)		(20,850)
Payment of debt issuance costs		(6,177)		(128)
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders		(24,575)		(19,675)
Dividends paid to preferred stockholders		(2,911)		(2,911)
Net cash provided by financing activities		84,512		58,243
Net increase in cash and cash equivalents and restricted cash		1,617		6,152
Cash and cash equivalents and restricted cash—beginning of period		10,753		7,185
Cash and cash equivalents and restricted cash—end of period	$	12,370	$	13,337

Supplemental cash flow information:
Cash payments for interest	$	9,182	$	7,916

Noncash financing and investing activities:
Accrued dividends payable	$	15,251	$	11,281
Interest rate swap agreements fair value change recognized in other comprehensive loss	$	(4,435)	$	14,980
LTIP Units and OP Units redeemed for common stock	$	751	$	15,475
CMBS loan assumed in connection with a facility acquisition	$	—	$	12,074
Accrued common stock offering costs	$	22	$	70

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-8-

Table of Contents

GLOBAL MEDICAL REIT INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(in thousands, except per share amounts or as otherwise indicated)

Note 1 – Organization

Global Medical REIT Inc. (the “Company”) is a Maryland corporation engaged primarily in the acquisition of purpose-built healthcare facilities and the leasing of those facilities to strong healthcare systems and ~~physician~~ groups with leading market share. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary named Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company named Global Medical REIT GP LLC, a Delaware limited liability company. As of ~~September~~June 30, ~~2020,~~2021, the Company was the ~~93.05%~~94.24% limited partner of the Operating Partnership, with an aggregate of ~~6.95%~~5.76% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for common limited partnership units (“OP Units”). ~~As described below, until~~Until July 9, 2020, the Company was externally managed and advised by ~~Inter-American Management LLC, a Delaware limited liability company and affiliate of the Company (the “Former Advisor”).~~

its former advisor. On July 9, 2020, the Company ~~acquired all of~~completed its management internalization transaction, whereby the ~~outstanding shares of capital stock of Inter-American Group Holdings Inc. (“IAGH”),~~management agreement with the ~~parent company of the Former Advisor, for total consideration, after a working capital adjustment, of $17,746 (the “Internalization”). The Internalization~~former advisor was completed pursuant to a stock purchase agreement, dated as of July 9, 2020 (the "Stock Purchase Agreement"), by and among the Company, Zensun Enterprises Limited (“Zensun”) and Mr. Jeffrey Busch. Prior to the Internalization, IAGH was owned by Zensun (85%) and Mr. Busch (15%) (collectively, the “Sellers”).

A special committee (the "Special Committee") comprised entirely of independent and disinterested members of the Company’s board of directors (the "Board"), after consultation with its independent legal and financial advisors, determined that the Internalization was advisable to, and in the best interests of, the Company and the Company’s stockholders and recommended that the Board authorize and approve the Internalization. Upon such recommendation from the Special Committee, the Board authorized and approved the Internalization. Approval by the Company’s stockholders was not required.

~~Upon completion of the Internalization,~~terminated, the employees of the ~~Former Advisor~~former advisor became employees of the Company and the functions previously performed by the ~~Former Advisor~~former advisor were internalized by the Company. ~~As an internally managed company, the Company will no longer pay the Former Advisor any fees arising from the Management Agreement (as defined in Note 6 – “Related Party Transactions”).~~

Note 2 – Summary of Significant Accounting Policies

Basis of presentation

The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly owned subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2019.~~2020. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company ~~including the Operating Partnership~~ and its ~~wholly owned~~ subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units ~~that have been granted to directors, officers and employees of the Company~~ and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.

~~-9-~~

~~Table of Contents~~

The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding. Any future issuances of additional LTIP Units or OP Units would change the noncontrolling ownership interest.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates.

-9-

Table of Contents

Investment in Real Estate

The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations. All our facility acquisitions for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 have been accounted for as asset acquisitions because substantially all the fair value of the gross assets the Company acquired were concentrated in a single asset or group of similar identifiable assets.

For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 Inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser.

Revenue Recognition

The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations.

~~-10-~~

~~Table of Contents~~

Cash and Cash Equivalents and Restricted Cash

The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company related to tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows:


	As of September 30,				As of June 30,
	2020		2019		2021		2020
Cash and cash equivalents	$	2,052	$	2,815	$	5,821	$	8,392
Restricted cash		5,210		3,011		6,549		4,945
Total cash and cash equivalents and restricted cash	$	7,262	$	5,826	$	12,370	$	13,337

Tenant Receivables, Net

The tenant receivable balance as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was ~~$6,702~~$4,886 and ~~$4,957,~~$5,596, respectively. The balance as of ~~September~~June 30, ~~2020~~2021 consisted of ~~$2,573~~$1,350 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, ~~$1,211~~$1,179 of loans that were made to two of the Company’s tenants, and ~~$2,918~~$2,357 of tenant reimbursements. The balance as of December 31, ~~2019~~2020 consisted of ~~$1,428~~$1,066 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, ~~$1,062~~$1,200 of loans that were made to two of the Company’s tenants, ~~$2,342~~and $3,330 of tenant ~~reimbursements, as well as $125 in miscellaneous receivables.~~reimbursements.

~~The Company adopted the provisions~~-10-

Table of ~~ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)” (“ASU 2016-03”) effective January 1, 2020.~~ Contents

Receivables arising from operating leases are ~~not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be~~ accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). ~~The adoption of ASU 2016-03 did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.~~

The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of June 30, 2021, the Company had a portfolio level reserve ~~is established~~of $350 on those leases that ~~are~~were probable of collection to ensure that the tenant lease receivables ~~are~~were not overstated.

Escrow Deposits

The escrow balance as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was ~~$3,792~~$5,531 and ~~$3,417,~~$4,817, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, ~~and the Dumfries Loan,~~ as hereinafter defined.

Deferred Assets

The deferred assets balance as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was ~~$18,928~~$23,050 and ~~$14,512,~~$20,272, respectively. The balance as of ~~September~~June 30, ~~2020~~2021 consisted of ~~$18,848~~$22,970 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $80 of other deferred costs. The balance as of December 31, ~~2019~~2020 consisted of ~~$14,204~~$20,192 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and ~~$308~~$80 of other deferred costs.

Other Assets

The other assets balance as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was ~~$5,356~~$5,219 and ~~$3,593,~~$5,019, respectively. The balance as of ~~September~~June 30, ~~2020~~2021 consisted of ~~$3,669~~$3,451 for a right of use ~~asset (refer to Note 8 – “Leases” for additional details), $669~~assets, $911 in capitalized

~~-11-~~

~~Table of Contents~~

preacquisition costs, ~~$661~~$555 in prepaid assets, and ~~$357~~$302 for net capitalized software costs and miscellaneous assets. The balance as of December 31, ~~2019~~2020 consisted of ~~$3,077~~$3,598 for a right of use ~~asset, $223~~assets, $484 in capitalized preacquisition costs, $588 in prepaid assets, and ~~$293 in a prepaid asset.~~

~~Security Deposits~~$349 for net capitalized software costs and ~~Other~~

~~The security deposits and other liability balance as~~miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of September 30, 2020 and December 31, 2019 was $5,571 and $6,351, respectively. The balance as of September 30, 2020 consisted of security deposits of $4,066 and a tenant impound liability of $1,505 related to amounts owed for specific tenant expenses, such as real estate taxes and insurance. The balance as of December 31, 2019 consisted of security deposits of $4,968 and a tenant impound liability of $1,383 related to amounts owed for specific tenant expenses, such as real estate taxes and insurance.use assets.

Derivative Instruments - Interest Rate Swaps

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the ~~Company’s~~Company's net liability balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was ~~$19,505~~$13,677 and ~~$6,491,~~$18,086, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from ~~three~~four counterparties in exchange for the Company making fixed-rate payments over the life of the ~~agreement.~~agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details.

~~Management Internalization Expense~~Goodwill

As ~~described in Note 1 – “Organization,”~~of June 30, 2021 and December 31, 2020, the ~~Internalization transaction closed on July 9, 2020. The total amount of consideration for the Internalization, after a working capital adjustment,~~Company’s goodwill balance was ~~$17,746.~~

In accordance with ASC Topic 805, the portion of the consideration paid for the Internalization that was attributed to the settlement of a preexisting contractual relationship (the Management Agreement) of $12,094 was recognized as “Management Internalization Expense” in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and the $5,903 of excess consideration paid over the fair value of underlying identifiable net liabilities of the business acquired of $251 was recorded as “Goodwill” in the accompanying Condensed Consolidated Balance Sheets. The Company also incurred $486 and $1,911 of expense related to the Internalization for the three and nine months ended September 30, 2020, respectively, which are also included in the “Management Internalization Expense” line item for the three and nine months ended September 30, 2020. The Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2020, includes 0 revenue and $1,666 of net loss related to the operations of the business acquired subsequent to its acquisition.

The table below presents the unaudited revenue and net income attributable to common stockholders on a pro forma basis as if the transaction occurred on January 1, 2019. Pro forma net income attributable to common stockholders for the nine months ended September 30, 2020, excludes non-recurring expenses incurred related to the settlement of the preexisting contractual agreement of $12,094, and other Internalization expenses, and includes compensation expense for the employees that were previously employed by the Former Advisor. The pro forma results are not necessarily indicative of the results that would have occurred if the business combination had occurred on the first day of the periods presented, nor does the pro forma information purport to represent the results of operations for future periods.

Nine Months Ended

Nine Months Ended

September 30, 2020

September 30, 2019

(unaudited, in thousands)

Pro forma total revenue

$
68,801

$
50,275
Pro forma net income attributable to common stockholders

$
4,469

$
3,080

~~Goodwill~~

$5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. ~~During~~The Company’s goodwill balance was derived from the ~~three months ended September 30, 2020,~~acquisition of its former advisor in connection with the ~~Company recorded $5,903 of Goodwill related to the Internalization.~~management internalization transaction that was completed in July 2020. Goodwill has an ~~indeterminate~~indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or

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changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company has one reporting unit. ~~The following table summarizes the consideration paid, the fair value of the assets and liabilities assumed, and the resulting Goodwill balance:~~


~~Total consideration paid~~		~~$ 17,746~~

~~Internalization expense - settlement of a preexisting contractual relationship~~		~~12,094~~

~~Recognized amounts of identifiable assets acquired and liabilities assumed:~~
~~Cash~~		~~559~~
~~Software intangible~~		~~263~~
~~Fixed assets~~		87
~~Prepaids and other assets~~		~~101~~
~~Accrued wages and expenses~~		~~(883)~~
~~Income tax liability~~		~~(378)~~
~~Total identifiable net liabilities~~		~~(251)~~
~~Goodwill~~		~~$ 5,903~~

The amount attributable to the settlement of a preexisting contractual relationship was based on the fair value of the Management Agreement. The fair value was determined using the multi-period excess earnings method (“MPEEM”), a form of the income approach. The MPEEM is based on the principle that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to that asset. To quantify the cash flows attributable solely to the subject intangible asset, contributory asset charges are typically applied to account for the use of and/or required return on these assets. In applying the MPEEM, the earnings expected to be generated by the Management Agreement were forecasted over the estimated duration of the intangible asset. The earnings were then adjusted by taxes and the required return for the use of the contributory assets. The after-tax excess cash flows were then present valued to estimate the value of the Management Agreement as of July 9, 2020.

Cash paid for the acquisition of the Former Advisor, after consideration of the settlement of preexisting contractual relationship of $12,094 and net of cash acquired of $559 was $5,093 and is included as an “Investing” activity in the Company’s Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2020.

Recent Accounting Pronouncements

~~Lease Modifications~~

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, many lessors may be required to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance in ASC Topic 842 addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions being so rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic. In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company has elected to apply such relief and will avail itself of the election to avoid performing a lease-by-lease analysis for the lease concessions that were (1) granted as relief due to the COVID-19 pandemic and (2) result in the cash flows remaining substantially the same or less. The Lease Modification Q&A has no material impact on the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020. However, its future impact on the Company is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering such concessions.

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Reference Rate Reform

~~During the nine months ended September 30, 2020, the FASB issued~~ Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”)~~. ASU 2020-04~~ contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU

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2020-04 is optional and may be elected over time as reference rate reform activities occur. ~~During the nine months ended September~~As of June 30, ~~2020,~~2021, the Company ~~has~~had previously elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Note 3 – Property Portfolio

Summary of Properties Acquired During the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 the Company completed 1011 acquisitions. For each acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, each acquisition represents an asset acquisition. Accordingly, transaction costs for these acquisitions were capitalized.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of ~~September~~June 30, ~~2020~~2021 resulting from these acquisitions is as follows:

Site

Tenant

Acquired Lease

Gross Investment in


Land

Building

Improvements

Improvements

Intangible Assets

Real Estate
Balances as of December 31, 2019

$
95,381

$
693,533

$
9,912

$
33,909

$
72,794

$
905,529
Facility Acquired – Date Acquired:












High Point – 2/13/20

1,749

20,367

440

869

1,656

25,081
Clinton – 2/27/20

664

6,551

342

1,578

2,484

11,619
West Allis – 3/4/20

974

7,687

137

98

461

9,357
Grand Rapids – 3/20/20

2,947

17,341

470

450

1,582

22,790
Dumfries – 4/27/20

2,597

10,047

289

4,815

4,292

22,040
Centerville – 7/16/20

—

4,202

160

208

501

5,071
Fairfax – 7/17/20

6,731

6,642

381

2,979

3,012

19,745
Rosedale – 7/31/20

2,856

16,204

567

1,443

2,821

23,891
Lancaster – 9/18/20

696

4,269

110

116

1,114

6,305
Winston-Salem – 9/30/20

1,524

6,407

254

307

748

9,240
Capitalized costs⁽¹⁾

4

309

206

193

—

712
Total Additions:

20,742

100,026

3,356

13,056

18,671

155,851
Balances as of September 30, 2020

$
116,123

$
793,559

$
13,268

$
46,965

$
91,465

$
1,061,380


					Site		Tenant		Acquired Lease		Gross Investment in
	Land		Building		Improvements		Improvements		Intangible Assets		Real Estate
Balances as of December 31, 2020	$	128,857	$	851,427	$	15,183	$	49,204	$	98,234	$	1,142,905
Facility Acquired – Date Acquired:
El Paso – 1/12/21		899		7,549		71		160		1,338		10,017
Syracuse – 1/15/21		616		4,745		128		136		772		6,397
West El Paso – 1/15/21		851		7,160		144		567		856		9,578
Fort Worth – 3/9/21		1,817		13,020		143		395		2,069		17,444
Port St. Lucie – 4/6/21		590		3,583		70		185		359		4,787
Cape Coral and Fort Myers – 4/13/21		5,623		20,155		480		1,132		4,311		31,701
Dallas – 4/16/21		3,101		2,593		63		469		493		6,719
East Grand Forks – 4/19/21		845		6,248		278		815		2,092		10,278
Coos Bay – 4/21/21		861		5,095		56		50		410		6,472
Caledonia – 6/2/21		582		2,669		66		96		497		3,910
Tallahassee – 6/2/21		782		6,720		137		387		1,218		9,244
Capitalized costs⁽¹⁾		—		546		192		134		—		872
Total Additions:		16,567		80,083		1,828		4,526		14,415		117,419
Balances as of June 30, 2021	$	145,424	$	931,510	$	17,011	$	53,730	$	112,649	$	1,260,324

~~(1)~~

~~Represents capital projects that were completed and placed in service during the nine months ended September 30, 2020 related to the Company’s existing facilities.~~

⁽¹⁾ Represents capital projects that were completed and placed in service during the six months ended June 30, 2021 related to the Company’s existing facilities.

Depreciation expense was ~~$6,954~~$8,292 and ~~$19,383~~$16,140 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$5,006~~$6,593 and ~~$13,481~~$12,429 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively.

As of ~~September~~June 30, ~~2020,~~2021, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately ~~$20,164.~~$28,400. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months could total up to approximately ~~$9,233.~~$18,000.

The following is a summary of the acquisitions completed during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

El Paso Facility

On January 12, 2021, the Company purchased a medical office building located in El Paso, Texas (the “El Paso Facility”) for a purchase price of approximately $10.0 million. Upon closing, the Company assumed 3 existing leases at the El Paso Facility (the

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“El Paso Leases”). At acquisition, the El Paso Leases had a weighted-average remaining term of approximately four years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	970
Building and tenant improvements		7,709
In-place leases		750
Above-market lease intangibles		383
Leasing costs		205
Total purchase price	$	10,017

Syracuse Facility

On January 15, 2021, the Company purchased a medical office building located in Syracuse, New York (the “Syracuse Facility”) for a purchase price of approximately $6.2 million. Upon closing, the Company assumed 2 existing leases at the Syracuse Facility (the “Syracuse Leases”). At acquisition, the Syracuse Leases had a weighted-average remaining term of approximately eight years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	744
Building and tenant improvements		4,881
In-place leases		434
Leasing costs		338
Below-market lease intangibles		(207)
Total purchase price	$	6,190

West El Paso Facilities

On January 15, 2021, the Company purchased 2 medical office buildings and an ambulatory surgical center located in El Paso, Texas (the “West El Paso Facilities”) for a total purchase price of approximately $9.6 million. Upon closing, the Company entered into 2 new leases at the medical office buildings with 12-year terms and assumed the existing lease at the ambulatory surgery center, which, at acquisition, had a remaining term of seven years. All 3 leases have tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	995
Building and tenant improvements		7,727
In-place leases		432
Leasing costs		424
Total purchase price	$	9,578

Fort Worth Facility

On March 9, 2021, the Company purchased an inpatient psychiatric hospital located in Fort Worth, Texas (the “Fort Worth Facility”) for a purchase price of approximately $17.4 million. Upon closing, the Company assumed the existing lease at the Fort Worth Facility (the “Fort Worth Lease”). At acquisition, the Fort Worth Lease had a remaining term of approximately eight years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,960
Building and tenant improvements		13,415
In-place leases		1,339
Leasing costs		730
Total purchase price	$	17,444

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Port St. Lucie Facility

On April 6, 2021, the Company purchased a medical office building with an ambulatory surgical center located in Port St. Lucie, Florida (the “Port St. Lucie Facility”) for a purchase price of approximately $4.8 million. Upon closing the Company assumed 2 existing leases at the Port St. Lucie Facility (the “Port St. Lucie Leases”). At acquisition, the Port St. Lucie Leases had a weighted-average remaining term of approximately six years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	660
Building and tenant improvements		3,768
In-place leases		245
Leasing costs		114
Total purchase price	$	4,787

Cape Coral and Fort Myers Facilities

On April 13, 2021, the Company purchased a 6-property medical office portfolio located in Cape Coral, Florida and Fort Myers, Florida (the “Cape Coral and Fort Myers Facilities”) for a purchase price of approximately $31.7 million. Upon closing the Company assumed 6 existing leases at the Cape Coral and Fort Myers Facilities (the “Cape Coral and Fort Myers Leases”). At acquisition, the Cape Coral and Fort Myers Leases had a weighted-average remaining term of approximately five years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	6,103
Building and tenant improvements		21,287
In-place leases		2,112
Above-market lease intangibles		1,418
Leasing costs		781
Total purchase price	$	31,701

Dallas Facility

On April 16, 2021, the Company purchased a medical office building with a surgery center located in Dallas, Texas (the “Dallas Facility”) for a purchase price of approximately $6.4 million. Upon closing the Company assumed 2 existing leases at the Dallas Facility (the “Dallas Leases”). At acquisition, the Dallas Leases had a weighted-average remaining term of approximately seven years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	3,164
Building and tenant improvements		3,062
In-place leases		275
Leasing costs		218
Below-market lease intangibles		(295)
Total purchase price	$	6,424

East Grand Forks Facilities

On April 19, 2021, the Company purchased 2 medical office buildings located in East Grand Forks, Minnesota (the “East Grand Forks Facilities”) for a purchase price of approximately $9.7 million. Upon closing the Company assumed 2 existing leases at the East Grand Forks Facilities (the “East Grand Forks Leases”). At acquisition, the East Grand Forks Leases had a weighted-average

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remaining term of approximately four years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,123
Building and tenant improvements		7,063
In-place leases		1,839
Leasing costs		253
Below-market lease intangibles		(554)
Total purchase price	$	9,724

Coos Bay Facility

On April 21, 2021, the Company purchased a medical office building in Coos Bay, Oregon (the “Coos Bay Facility”) for a purchase price of approximately $6.5 million. Upon closing the Company assumed the existing lease at the Coos Bay Facility (the “Coos Bay Lease”). At acquisition, the Coos Bay Lease had a remaining lease term of approximately three years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	917
Building and tenant improvements		5,145
In-place leases		316
Leasing costs		94
Total purchase price	$	6,472

Caledonia Facility

On June 2, 2021, the Company purchased a medical office building in Caledonia, Michigan (the “Caledonia Facility”) for a purchase price of approximately $3.9 million. Upon closing the Company assumed 4 existing leases at the Caledonia Facility (the “Caledonia Leases”). At acquisition, the Caledonia Leases had a remaining lease term of approximately four years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	648
Building and tenant improvements		2,765
In-place leases		410
Leasing costs		87
Below-market lease intangibles		(47)
Total purchase price	$	3,863

Tallahassee Facility

On June 2, 2021, the Company purchased a medical office building in Tallahassee, Florida (the “Tallahassee Facility”) for a purchase price of approximately $9.2 million. Upon closing the Company assumed 2 existing leases at the Tallahassee Facility (the “Tallahassee Leases”). At acquisition, the Tallahassee Leases had a remaining lease term of approximately nine years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	919
Building and tenant improvements		7,107
In-place leases		708
Leasing costs		510
Total purchase price	$	9,244

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Summary of Properties Acquired During the Year Ended December 31, 2020

During the year ended December 31, 2020 the Company completed 18 acquisitions. For each acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, each acquisition represents an asset acquisition. Accordingly, transaction costs for these acquisitions were capitalized.

A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2020 resulting from these acquisitions is as follows:


					Site		Tenant		Acquired Lease		Gross Investment in
	Land		Building		Improvements		Improvements		Intangible Assets		Real Estate
Balances as of December 31, 2019	$	95,381	$	693,533	$	9,912	$	33,909	$	72,794	$	905,529
Facility Acquired – Date Acquired:
High Point – 2/13/20		1,749		20,367		440		869		1,656		25,081
Clinton – 2/27/20		664		6,551		342		1,578		2,484		11,619
West Allis – 3/4/20		974		7,687		137		98		461		9,357
Grand Rapids – 3/20/20		2,951		17,341		470		450		1,582		22,794
Dumfries – 4/27/20		2,597		10,047		289		4,815		4,292		22,040
Centerville – 7/16/20		—		4,202		160		208		501		5,071
Fairfax – 7/17/20		6,731		6,642		381		2,979		3,012		19,745
Rosedale – 7/31/20		2,856		16,204		567		1,443		2,821		23,891
Lancaster – 9/18/20		696		4,269		110		116		1,114		6,305
Winston-Salem – 9/30/20		1,524		6,407		254		307		748		9,240
Decatur and Jackson – 10/20/20		2,237		7,140		284		296		955		10,912
Sheboygan and Plymouth – 10/27/20		1,088		11,212		253		225		1,046		13,824
Spring Hill and Hudson – 11/18/20		3,473		12,520		420		435		1,370		18,218
Cape Girardeau – 11/23/20		1,150		4,601		73		264		1,262		7,350
Yuma – 12/1/20		1,041		4,715		309		274		640		6,979
Las Vegas – 12/14/20		311		6,813		—		—		—		7,124
Pensacola – 12/29/20		1,786		5,742		332		411		781		9,052
Venice – 12/30/20		1,648		4,204		247		333		543		6,975
Capitalized costs⁽¹⁾		—		1,230		203		194		172		1,799
Total Additions:		33,476		157,894		5,271		15,295		25,440		237,376
Balances as of December 31, 2020	$	128,857	$	851,427	$	15,183	$	49,204	$	98,234	$	1,142,905

⁽¹⁾ Represents capital projects that were completed and placed in service during the year ended December 31, 2020 related to the Company’s existing facilities.

The following is a summary of the acquisitions completed during the year ended December 31, 2020.

High Point Facility

On February 13, 2020, the Company purchased a medical office building located in High Point, North Carolina (the “High Point Facility”) for a purchase price of approximately $25.1 million. Upon closing, the Company assumed the existing lease of the High Point Facility with Wake Forest Health Network, LLC, as tenant. At acquisition, the lease had approximately three years remaining in the current term, exclusive of a tenant renewal option. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	2,189
Building and tenant improvements		21,236
In-place leases		1,207
Leasing costs		449
Total purchase price	$	25,081

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Clinton Facility

On February 27, 2020, the Company purchased a medical office building located in Clinton, Iowa (the “Clinton Facility”) for a purchase price of approximately $11.6 million. Upon closing, the Company assumed the existing lease of the Clinton Facility with MercyOne Clinton Medical Center, as tenant. At acquisition, the lease had approximately four years remaining in the initial term, exclusive of a tenant renewal option. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,006
Building and tenant improvements		8,129
In-place leases		2,115
Leasing costs		369
Total purchase price	$	11,619

West Allis Facility

On March 4, 2020, the Company purchased a medical office building located in West Allis, Wisconsin (the “West Allis Facility”) for a purchase price of approximately $9.1 million. Upon closing, the Company assumed the existing lease of the West Allis Facility with Ascension Columbia St. Mary’s Hospital Milwaukee, as tenant. At acquisition, the lease had approximately four years remaining in the initial term, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,111
Building and tenant improvements		7,785
In-place leases		263
Leasing costs		198
Below-market lease intangibles		(264)
Total purchase price	$	9,093

Grand Rapids Facilities

On March 20, 2020, the Company purchased a ~~four-building~~4-building medical office portfolio located in the greater Grand Rapids, Michigan area (the “Grand Rapids Facilities”) for a total purchase price of approximately $22.7 million. Upon closing, the Company assumed 11 existing leases at the Grand Rapids Facilities (the “Grand Rapids Leases”). At acquisition, the Grand Rapids Leases had a weighted-average remaining term of five years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	3,417	$	3,417
Building and tenant improvements		17,791		17,791
In-place leases		761		761
Above-market lease intangibles		685		685
Leasing costs				136
Below-market lease intangibles				(125)
Total purchase price			$	22,665

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Leasing costs

136
Below-market lease intangibles

(125)
Total purchase price

$
22,665

Dumfries Facility

On April 27, 2020, the Company purchased a medical office building located in Dumfries, Virginia (the “Dumfries Facility”) for a purchase price of approximately $19.6 million. Upon closing, the Company assumed the existing lease of the Dumfries Facility with Spectrum Healthcare Resources, Inc., as tenant. At acquisition, the lease had approximately nine and a half years left in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	2,886
Building and tenant improvements		14,862
In-place leases		3,255
Leasing costs		1,037
Below-market lease intangibles		(2,419)
Total purchase price	$	19,621

In connection with this acquisition, the Company assumed an existing $12.1 million commercial mortgage-backed securities (“CMBS”) loan with an interest rate of 4.68% and a term of four years.

Centerville Facility

On July 16, 2020, the Company purchased a medical office building located in Centerville, Iowa (the “Centerville Facility”) and the seller’s interest, as ground lessee, in an existing ground lease, for a purchase price of approximately $5.1 million. ~~The~~At acquisition, the ground lease ~~has~~had a remaining term of approximately 49 years. Upon closing, the Company assumed the existing lease of the Centerville Facility with Mercy Medical Center-Centerville One St. Joseph Drive, as tenant. At acquisition, the lease had approximately 10.5 years remaining in the initial term, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	160
Building and tenant improvements		4,410
In-place leases		216
Leasing costs		285
Total purchase price	$	5,071

Fairfax Facility

On July 17, 2020, the Company purchased a medical office building located in Fairfax, Virginia (the “Fairfax Facility”) for a purchase price of approximately $17.9 million. Upon closing, the Company assumed the existing lease of the Fairfax Facility with Spectrum Healthcare Resources, Inc., as tenant. At acquisition, the lease had approximately 9.1 years remaining in the initial term, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	7,112
Building and tenant improvements		9,621
In-place leases		2,314
Leasing costs		698
Below-market lease intangibles		(1,866)
Total purchase price	$	17,879

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Rosedale Facilities

On July 31, 2020, the Company purchased certain condominium units within a medical office building and a medical office building, both located in Rosedale, Maryland (the “Rosedale Facilities”) for a total purchase price of approximately $23.1 million. Upon closing, the Company assumed 8 leases with 6 tenants at the Rosedale Facilities (the “Rosedale Leases”). At acquisition, the

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Rosedale Leases had a weighted-average remaining lease term of approximately 6.6 years, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	3,423
Building and tenant improvements		17,647
In-place leases		1,063
Leasing costs		892
Above-market lease intangibles		866
Below-market lease intangibles		(785)
Total purchase price	$	23,106

In connection with this acquisition, the Company entered into a ~~third-party~~ loan with FVCbank in the amount of $14.8 million with an annual interest rate of 3.85% and a term of five years.

Lancaster Facility

On September 18, 2020, the Company purchased a medical office building located in Lancaster, Texas (the “Lancaster Facility”) for a purchase price of approximately $6.3 million. Upon closing, the Company assumed the existing lease at the Lancaster Facility with Biomat USA, Inc., as tenant. At acquisition, the lease had approximately eight and a half years left in the initial term, exclusive of a tenant renewal option. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	806
Building and tenant improvements		4,385
In-place leases		244
Leasing costs		283
Above-market lease intangibles		587
Total purchase price	$	6,305

Winston-Salem Facility

On September 30, 2020, the Company purchased a medical office building located in Winston-Salem, North Carolina (the “Winston-Salem Facility”) for a total purchase price of approximately $8.5 million. Upon closing, the Company assumed 5 existing leases at the Winston-Salem Facility (the “Winston-Salem Leases”). At acquisition, the Winston-Salem Leases had a weighted-average remaining term of approximately four years, exclusive of a tenant renewal option. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,778
Building and tenant improvements		6,714
In-place leases		581
Leasing costs		167
Below-market lease intangibles		(725)
Total purchase price	$	8,515

~~Summary of Properties Acquired During the Year Ended December 31, 2019~~Decatur and Jackson Facilities

~~During the year ended December 31, 2019~~On October 20, 2020, the Company ~~completed 18 acquisitions. For each~~purchased 2 medical office buildings, 1 located in Decatur, Georgia, and 1 located in Jackson, Tennessee (the “Decatur and Jackson Facilities”) for a total purchase price of approximately $10.9 million. Upon closing, the Company assumed 6 leases with 5 tenants at the Decatur and Jackson Facilities (the “Decatur and Jackson Leases”). At acquisition, ~~substantially all~~the Decatur and Jackson Leases had a weighted-average remaining lease term of approximately six years, exclusive of renewal options. The following table presents the details of the ~~fair value was concentrated in a single identifiable asset or group of similar identifiable~~tangible and intangible assets acquired and ~~therefore, each acquisition represents an asset acquisition. Accordingly, transaction costs for these acquisitions were capitalized.~~liabilities assumed:

~~-17-~~-19-

Table of Contents


Land and site improvements	$	2,521
Building and tenant improvements		7,436
In-place leases		556
Leasing costs		264
Above-market lease intangibles		135
Below-market lease intangibles		(27)
Total purchase price	$	10,885

Sheboygan and Plymouth Facilities

On October 27, 2020, the Company purchased 2 medical office buildings, 1 located in Sheboygan, Wisconsin, and 1 located in Plymouth, Wisconsin (the “Sheboygan and Plymouth Facilities”) for a total purchase price of approximately $13.8 million. Upon closing, the Company assumed 3 leases with 2 tenants at the Sheboygan and Plymouth Facilities (the “Sheboygan and Plymouth Leases”). At acquisition, the Sheboygan and Plymouth Leases had a weighted-average remaining lease term of approximately five years, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,341
Building and tenant improvements		11,437
In-place leases		756
Leasing costs		290
Total purchase price	$	13,824

Spring Hill and Hudson Facilities

On November 18, 2020, the Company purchased 3 medical office buildings, 2 located in Spring Hill, Florida, and 1 located in Hudson, Florida (the “Spring Hill and Hudson Facilities”) for a total purchase price of approximately $18.2 million. Upon closing, the Company assumed the 3 existing leases at the Spring Hill and Hudson Facilities with Florida Cancer Specialists & Research Institute LLC, as tenant. At acquisition, each lease had approximately eight years left in the initial term, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	3,893
Building and tenant improvements		12,955
In-place leases		831
Leasing costs		539
Total purchase price	$	18,218

Cape Girardeau Facility

On November 23, 2020, the Company purchased an ambulatory surgery center located in Cape Girardeau, Missouri (the “Cape Girardeau Facility”) for a total purchase price of approximately $7.4 million. Upon closing, the Company assumed the existing lease at the Cape Girardeau Facility with Physicians Alliance, L.C., as tenant. At acquisition, the lease had a remaining term of approximately six years, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,223
Building and tenant improvements		4,865
In-place leases		687
Leasing costs		188
Above-market lease intangibles		387
Total purchase price	$	7,350

-20-

Table of Contents

Yuma Facilities

On December 1, 2020, the Company purchased 2 medical office buildings located in Yuma, Arizona (the “Yuma Facilities”) for a total purchase price of approximately $7.0 million. Upon closing, the Company assumed the 2 existing leases at the Yuma Facilities with Yuma Regional Medical Center, as tenant. At acquisition, the leases had a weighted-average remaining term of approximately four years, exclusive of a renewal option. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,350
Building and tenant improvements		4,989
In-place leases		439
Leasing costs		136
Above-market lease intangibles		65
Total purchase price	$	6,979

Las Vegas Facilities

On December 14, 2020, the Company purchased 2 medical office buildings located in Las Vegas, Nevada (the “Las Vegas Facilities”) for a total purchase price of approximately $7.1 million. Upon closing, the Company entered into new leases with 2 existing tenants at the Las Vegas Facilities (the “Las Vegas Leases”). The Las Vegas Leases have a term of 12 years, exclusive of renewal options. The following table presents the details of the tangible assets acquired:


Land and site improvements	$	311
Building and tenant improvements		6,813
Total purchase price	$	7,124

Pensacola Facilities

On December 29, 2020, the Company purchased 3 medical office buildings located in Pensacola, Florida (the “Pensacola Facilities”) for a total purchase price of approximately $9.1 million. Upon closing, the Company assumed the 3 existing leases with 2 tenants at the Pensacola Facilities (the “Pensacola Leases”). At acquisition, the Pensacola Leases had a weighted-average remaining lease term of approximately nine years, exclusive of renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	2,118
Building and tenant improvements		6,153
In-place leases		456
Leasing costs		325
Total purchase price	$	9,052

Venice Facilities

On December 30, 2020, the Company purchased 2 medical office buildings located in Venice, Florida (the “Venice Facilities”) for a total purchase price of approximately $7.0 million. Upon closing, the Company assumed the 2 existing leases at the Venice Facilities with Gulf Coast HMA Physician Management, LLC, as tenant. At acquisition, each lease had approximately five and a half years left in initial term, with 0 renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:


Land and site improvements	$	1,895
Building and tenant improvements		4,537
In-place leases		387
Leasing costs		156
Total purchase price	$	6,975

-21-

Table of Contents

~~A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2019 resulting from these acquisitions is as follows:~~

Site

Tenant

Acquired Lease

Gross Investment in


Land

Building

Improvements

Improvements

Intangible Assets

Real Estate
Balances as of December 31, 2018

$
63,710

$
518,451

$
6,880

$
15,357

$
43,152

$
647,550
Facility Acquired – Date Acquired:

Zachary – 2/28/19

0

3,336

103

409

835

4,683
Gilbert and Chandler – 3/19/19

4,616

11,643

0

—

0

16,259
Las Vegas – 4/15/19

2,479

15,277

244

2,205

2,297

22,502
Oklahoma Northwest – 4/15/19

2,364

19,501

143

3,044

3,155

28,207
Mishawaka – 4/15/19

1,924

10,084

74

1,798

2,223

16,103
Surprise – 4/15/19

1,738

18,737

228

4,119

3,860

28,682
San Marcos – 7/12/19

2,322

6,934

126

404

2,188

11,974
Lansing – 8/1/19

1,202

7,681

185

667

1,633

11,368
Bannockburn – 8/5/19

763

3,566

132

1,134

1,382

6,977
Aurora – 8/6/19

1,521

7,446

308

603

2,679

12,557
Livonia – 8/14/19

980

7,629

201

442

1,340

10,592
Gilbert – 8/23/19

2,408

2,027

62

362

733

5,592
Morgantown – 9/26/19

883

5,286

373

506

902

7,950
Beaumont – 10/1/19

3,022

24,836

399

1,036

4,446

33,739
Bastrop – 10/25/19

1,975

8,436

64

276

1,314

12,065
Panama City – 10/31/19

1,559

8,682

220

1,036

1,479

12,976
Jacksonville – 11/15/19

1,023

7,846

0

—

0

8,869
Greenwood – 12/17/19

892

4,956

0

—

0

5,848
ASC Topic 842 Reclassification

0

0

0

—

(824)

(824)
Capitalized costs⁽¹⁾

0

1,179

170

511

0

1,860
Total Additions:

31,671

175,082

3,032

18,552

29,642

257,979
Balances as of December 31, 2019

$
95,381

$
693,533

$
9,912

$
33,909

$
72,794

$
905,529

⁽¹⁾	~~Represents capital projects that were completed and placed in service during the year ended December 31, 2019 related to the Company’s existing facilities.~~

~~The following is a summary of the acquisitions completed during the year ended December 31, 2019.~~

~~Zachary Facility~~

On February 28, 2019, the Company assumed the following leasehold interests in the real property located in Zachary, Louisiana for a purchase price of approximately $4.6 million: (i) the interest, as ground lessee, in an existing ground lease of the facility, with approximately 46 years remaining in the initial term with no extension options; and (ii) the interest, as landlord, in an existing lease of the facility with LTAC Hospital of Feliciana, LLC, as tenant. At acquisition, the lease had approximately 16 years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
103
Building and tenant improvements

3,745
In-place leases

305
Above-market lease intangibles

117
Leasing costs

413
Below-market lease intangibles

(34)
Total purchase price

$
4,649

~~-18-~~

~~Table of Contents~~

~~Gilbert~~Lease Intangible Assets and ~~Chandler Facilities~~Liabilities

~~On March 19, 2019, the Company purchased the~~The following ~~facilities located in Gilbert, Arizona and Chandler, Arizona for~~is a total purchase price of approximately $16.3 million: (i) 2 medical office buildings located in Gilbert, Arizona and (ii) 2 medical office suites located in Chandler, Arizona (collectively, the “Gilbert and Chandler Facilities”). Upon the closingsummary of the ~~acquisition, the Company assumed the seller’s interest,~~carrying amount of lease intangible assets and liabilities as lessor, in 2 existing leases and entered into 3 new leases, as lessor, at the Gilbert and Chandler Facilities. At acquisition, the Gilbert and Chandler leases had a weighted average remaining lease term of 10.5 years, exclusive of tenant renewal options.

~~IRF Portfolio~~

On April 15, 2019, the Company purchased four in-patient rehabilitation facilities located in Las Vegas, Nevada; Surprise, Arizona; Oklahoma City, Oklahoma; and Mishawaka, Indiana (collectively, the “IRF Portfolio”) for a total purchase price of approximately $94.6 million. Upon the closing of the acquisition, the Company assumed the sellers’ interest, as lessor, in 4 existing leases at the properties (collectively, the “IRF Portfolio Leases”) with (i) Encompass Health (Las Vegas, Nevada facility); (ii) a joint venture between Cobalt Rehabilitation and Tenet Healthcare (the Surprise, Arizona facility); (iii) a joint venture between Mercy Health and Kindred Healthcare (the Oklahoma City, Oklahoma facility); and (iv) St. Joseph’s Health System (the Mishawaka, Indiana facility). At acquisition, the IRF Portfolio leases had a weighted average remaining lease term of approximately 8.3 years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:dates presented:


					Oklahoma				As of June 30, 2021
	Las Vegas		Surprise		City		Mishawaka				Accumulated
Land and site improvements	$	2,723	$	1,966	$	2,507	$	1,998
Building and tenant improvements		17,482		22,856		22,545		11,882
									Cost		Amortization		Net
Assets
In-place leases		1,778		1,845		1,890		1,465	$	64,190	$	(18,850)	$	45,340
Above-market lease intangibles		0		938		367		236
Above market leases										16,775		(5,056)		11,719
Leasing costs		519		1,077		898		522		31,684		(8,123)		23,561
Below-market lease intangibles		(863)		0		0		0
Total purchase price	$	21,639	$	28,682	$	28,207	$	16,103
									$	112,649	$	(32,029)	$	80,620
Liability
Below market leases									$	11,175	$	(2,738)	$	8,437


	As of December 31, 2020
			Accumulated
	Cost		Amortization		Net
Assets
In-place leases	$	55,561	$	(14,592)	$	40,969
Above market leases		14,972		(4,023)		10,949
Leasing costs		27,701		(6,284)		21,417
	$	98,234	$	(24,899)	$	73,335
Liability
Below market leases	$	10,072	$	(1,850)	$	8,222

~~San Marcos Facility~~

~~On July 12, 2019, the Company purchased~~The following is a ~~medical office building located in San Marcos, California (the “San Marcos Facility”) for a purchase price of approximately $12.0 million. Upon closing, the Company assumed the existing lease~~summary of the ~~San Marcos Facility with California Cancer Associates for Research and Excellence, Inc., as tenant. At acquisition, the~~acquired lease ~~had eight years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and~~ intangible ~~assets acquired and liabilities assumed:~~amortization:

Land and site improvements

$
2,448
Building and tenant improvements

7,338
In-place leases

698
Above-market lease intangibles

1,101
Leasing costs

389
Total purchase price

$
11,974


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Amortization expense related to in-place leases	$	2,168	$	1,663	$	4,258	$	2,996
Amortization expense related to leasing costs	$	945	$	685	$	1,839	$	1,273
Decrease in rental revenue related to above market leases	$	542	$	403	$	1,033	$	778
Increase in rental revenue related to below market leases	$	457	$	247	$	888	$	375

~~-19-~~

~~Table~~As of ~~Contents~~

~~Lansing Facilities~~

On August 1, 2019, the Company purchased the following real property and buildings thereon located in Lansing, Michigan for a total purchase price of approximately $11.1 million: (i) 3390 East Jolly Road; (ii) 3955 Patient Care Drive; and (iii) 3400 East Jolly Road (collectively, the “Lansing Facilities”). Upon closing, the Company assumed sellers’ interest, as lessor, in 4 existing leases and entered into 2 new leases at the Lansing Facilities (the “Lansing Leases”). At acquisition, the Lansing Leases had a weighted-average remaining term of 8.5 years, exclusive of tenant renewal options. The following table presents the detailsJune 30, 2021, scheduled future aggregate net amortization of the ~~tangible and~~acquired lease intangible assets ~~acquired~~ and liabilities ~~assumed:~~for each year ended December 31 is listed below:



	Net Decrease		Net Increase
	in Revenue		in Expenses
2021 (six months remaining)	$	(184)	$	6,450
2022		(385)		12,745
2023		(419)		11,782
2024		(199)		10,358
2025		(561)		7,170
Thereafter		(1,534)		20,396
Total	$	(3,282)	$	68,901

As of June 30, 2021, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 5.3 years and 4.5 years, respectively.

Land and site improvements

$
1,387
Building and tenant improvements

8,348
In-place leases

953
Above-market lease intangibles

130
Leasing costs

550
Below-market lease intangibles

(248)
Total purchase price

$
11,120

~~Bannockburn Facility~~

On August 5, 2019, the Company purchased an office building located in Bannockburn, Illinois (the “Bannockburn Facility”) for a purchase price of approximately $6.8 million. Upon closing, the Company assumed seller’s interest, as lessor, in 14 existing leases at the Bannockburn Facility (the “Bannockburn Leases”). At acquisition, the Bannockburn Leases had a weighted-average remaining term of 6.3 years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
895
Building and tenant improvements

4,700
In-place leases

796
Above-market lease intangibles

250
Leasing costs

336
Below-market lease intangibles

(144)
Total purchase price

$
6,833

~~Aurora Facility~~

On August 6, 2019, the Company purchased a medical office building located in Aurora, Illinois (the “Aurora Facility”) for a purchase price of approximately $12.6 million. Upon closing, the Company assumed the existing lease of the Aurora Facility with Dreyer Clinic Inc., as tenant (the “Dreyer Lease”). At acquisition, the Dreyer Lease had approximately six years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
1,829
Building and tenant improvements

8,049
In-place leases

1,417
Above-market lease intangibles

861
Leasing costs

401
Total purchase price

$
12,557

~~-20-~~

~~Table of Contents~~

~~Livonia Facility~~

On August 14, 2019, the Company purchased a medical office building located in Livonia, Michigan (the “Livonia Facility”) for a purchase price of approximately $10.4 million. Upon closing, the Company assumed 10 existing leases at the Livonia Facility (the “Livonia Leases”). At acquisition, the Livonia Leases had a weighted-average remaining term of 3.2 years, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
1,181
Building and tenant improvements

8,071
In-place leases

1,252
Above-market lease intangibles

53
Leasing costs

35
Below-market lease intangibles

(236)
Total purchase price

$
10,356

~~Gilbert Facility~~

On August 23, 2019, the Company purchased certain condominium units within 2 medical office buildings located in Gilbert, Arizona (the “Gilbert Facility”) for a total purchase price of approximately $5.6 million. Upon closing, the Company leased the Gilbert Facility to Covenant Surgical Partners, Inc., a Delaware corporation (the “Covenant Lease”). At acquisition, the Covenant Lease had approximately 10 years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
2,470
Building and tenant improvements

2,389
In-place leases

121
Above-market lease intangibles

300
Leasing costs

312
Total purchase price

$
5,592

~~Morgantown Facility~~

On September 26, 2019, the Company purchased a parcel of land and an office building that is being constructed thereon located in Morgantown, West Virginia (the “Morgantown Facility”) for a total purchase price of approximately $8.0 million. Upon closing, the Company assumed the existing lease of the Morgantown Facility with Urgent Care MSO, LLC, as tenant (the “Urgent Care Lease”). At acquisition, the Urgent Care Lease had approximately ten years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
1,256
Building and tenant improvements

5,792
In-place leases

457
Leasing costs

445
Total purchase price

$
7,950

~~-21-~~

~~Table of Contents~~

~~Beaumont Facility~~

On October 1, 2019, the Company purchased a medical office building located in Beaumont, Texas (the “Beaumont Facility”) for a total purchase price of approximately $33.7 million. Upon closing, the Company assumed the existing lease of the Beaumont Facility with The Medical Center of Southeast Texas, LP, as tenant (the “Medical Center Lease”). At acquisition, the Medical Center Lease had 10 years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
3,421
Building and tenant improvements

25,872
In-place leases

3,304
Leasing costs

1,142
Total purchase price

$
33,739

~~Bastrop Facility~~

On October 25, 2019, the Company purchased a medical emergency center located in Bastrop, Texas (the “Bastrop Facility”) for a total purchase price of approximately $12.1 million. Upon closing, the Company assumed the existing lease of the Bastrop Facility with St. David’s Healthcare Partnership, L.P., LLP, as tenant (the “St. David’s Lease”). At acquisition, the St. David’s Lease had approximately five years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
2,039
Building and tenant improvements

8,712
In-place leases

990
Leasing costs

324
Total purchase price

$
12,065

~~Panama City Facilities~~

On October 31, 2019, the Company purchased: (i) a medical office building located in Panama City, Florida (the “Panama City Facility”); (ii) a medical office building located in Panama City Beach, Florida (the “PCB Facility”); and (iii) a medical office building located in Chipley, Florida (the “Chipley Facility”) for a total purchase price of approximately $13.0 million. Upon closing, the Company assumed the existing leases with SCP Eye Care Services, LLC, as tenant (the “SCP Leases”), at the Panama City Facility, the PCB Facility and the Chipley Facility. At acquisition, the SCP Leases had approximately 15 years remaining in the initial term, exclusive of tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:

Land and site improvements

$
1,779
Building and tenant improvements

9,718
In-place leases

405
Leasing costs

1,074
Total purchase price

$
12,976

-22-

Table of Contents

~~Jacksonville Facilities~~

On November 15, 2019, the Company purchased a condominium unit located in Ponte Vedra, Florida (the “Ponte Vedra Facility”) and a medical office building located in Jacksonville, Florida (the “Riverside Facility”) for a total purchase price of approximately $8.9 million. Upon closing, the Company entered into new leases of the Ponte Vedra Facility and the Riverside Facility to Southeast Orthopedic Specialists, Inc., as tenant, with each lease having an initial term of 15 years, exclusive of tenant renewal options. The following table presents the details of the tangible assets acquired:

Land and site improvements

$
1,023
Building and tenant improvements

7,846
Total purchase price

$
8,869

~~Greenwood Facility~~

On December 17, 2019, the Company purchased a medical office building located in Greenwood, Indiana (the “Greenwood Facility”) for a purchase price of approximately $5.8 million. Upon closing, the Company assumed the existing leases of the Greenwood Facility with (i) Indiana Eye Clinic, LLC, as tenant, (ii) Glasshouse Optical, Inc., as tenant, and (iii) The Ambulatory Surgery Center at the Indiana Eye Clinic, LLC, as tenant. At acquisition, each lease had approximately 13 years remaining in the initial terms, exclusive of tenant renewal options. The following table presents the details of the tangible assets acquired:

Land and site improvements

$
892
Building and tenant improvements

4,956
Total purchase price

$
5,848

~~Intangible Assets and Liabilities~~

~~The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented:~~

As of September 30, 2020

Accumulated


Cost

Amortization

Net
Assets

In-place leases

$
51,451

$
(12,647)

$
38,804
Above market leases

14,384

(3,565)

10,819
Leasing costs

25,630

(5,475)

20,155

$
91,465

$
(21,687)

$
69,778
Liability

Below market leases

$
10,045

$
(1,424)

$
8,621

As of December 31, 2019




Accumulated


Cost

Amortization

Net
Assets






In-place leases

$
39,429

$
(7,851)

$
31,578
Above market leases

12,246

(2,366)

9,880
Leasing costs

21,119

(3,458)

17,661

$
72,794

$
(13,675)

$
59,119
Liability

Below market leases

$
3,861

$
(697)

$
3,164

~~-23-~~

~~Table of Contents~~

~~The following is a summary of the acquired lease intangible amortization:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,


2020

2019

2020

2019

Amortization expense related to in-place leases

$
1,800

$
1,033

$
4,796

$
2,562

Amortization expense related to leasing costs

$
744

$
467
��
$
2,017

$
1,195

Decrease in rental revenue related to above market leases

$
421

$
343

$
1,199

$
895

Increase in rental revenue related to below market leases

$
352

$
114

$
727

$
261

~~As of September 30, 2020, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below:~~

Net (Decrease)

Increase

Net Increase

in Revenue

in Expenses
2020 (three months remaining)

$
(22)

$
2,644
2021

(91)

9,970
2022

(107)

9,554
2023

(145)

8,633
2024

51

7,343
Thereafter

(1,884)

20,815
Total

$
(2,198)

$
58,959

~~As of September 30, 2020, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 5.5 years and 5.1.years, respectively.~~

Note 4 – Credit Facility, Notes Payable and Derivative Instruments

Credit Facility

~~The~~On May 3, 2021, the Company, the Operating Partnership, as borrower, and certain of its subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) ~~are parties to a $600~~entered into an amended and restated $750 million unsecured syndicated credit facility with ~~BMO Harris~~JPMorgan Chase Bank, N.A. (“~~BMO”~~JPMorgan”), as administrative agent (the “Credit Facility”). The Credit Facility consists of a $350 million ~~term-loan~~term loan component (the “Term Loan”) and a ~~$250~~$400 million revolver component (the “Revolver”). The Credit Facility also ~~contains~~includes a ~~$50~~$500 million ~~accordion.~~accordion feature. The ~~term of~~Term Loan matures in May 2026 and the ~~Company’s Credit Facility expires~~Revolver matures in ~~August 2022, subject to a one-year~~May 2025, with 2 six-month extension ~~option.~~options. Amounts outstanding under the Credit Facility bear interest at a floating rate that is based on LIBOR plus a specified margin based on the Company’s leverage.

The Subsidiary Guarantors and the Company are guarantors of the obligations under the Credit Facility. The amount available to borrow from time to time under the Credit Facility is limited according to a quarterly borrowing base valuation of certain properties owned by the Subsidiary Guarantors.

~~The~~ Operating Partnership is subject to a number of financial covenants under its Credit Facility, including, among other things, ~~(i) a maximum consolidated leverage ratio~~the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than ~~0.60:1.00,~~60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, ~~(iii)~~(v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of ~~$203.8~~$345 million plus 75% of all net proceeds raised through equity offerings subsequent to ~~March~~December 31, 2018 and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. Additionally, beginning at the end of fourth quarter of 2020, the Company’s distributions to common stockholders will be limited to an amount equal to 95% of its AFFO.2020. As of ~~September 30, 2020, the Company~~August 2, 2021, management believed it was in compliance with all of the financial and non-financial covenants contained in the Credit Facility.

~~-24-~~The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loan. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein.

~~Table of Contents~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company borrowed ~~$158,400~~$133,100 under the Credit Facility and repaid ~~$51,550,~~$207,200, for a net amount repaid of $74,100. During the six months ended June 30, 2020, the Company borrowed $88,700 under the Credit Facility and repaid $20,850 for a net amount borrowed of ~~$106,850. During the nine months ended September 30, 2019, the Company borrowed $164,450 under the Credit Facility and repaid $77,500 for a net amount borrowed of $86,950.~~$67,850. Interest expense incurred on the Credit Facility was ~~$3,743~~$3,749 and ~~$10,805,~~$7,601 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$3,716~~$3,476 and ~~$10,268~~$7,061, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively.

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had the following outstanding borrowings under the Credit Facility:


	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Revolver	$	108,200	$	51,350	$	101,100	$	175,200
Term Loan		350,000		300,000		350,000		350,000
Less: Unamortized debt issuance costs		(3,875)		(3,832)		(8,960)		(3,559)
Credit Facility, net	$	454,325	$	347,518	$	442,140	$	521,641

Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. The Company paid ~~$925~~$6,177 and ~~$924~~$59 related to amendments and modifications to the Credit Facility as well as fees related to adding properties to the borrowing base during the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively. The amount paid during the six months ended June 30, 2021 primarily related to costs incurred in connection with the amendment and ~~2019, respectively.~~restatement of the Credit Facility on May 3, 2021. Amortization expense incurred was ~~$341~~$427 and ~~$882~~$776 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$303~~$272 and ~~$863~~$541, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.

~~In July 2017,~~Reference Rate Reform

On March 5, 2021, the Financial Conduct Authority ~~(the “FCA”~~(“FCA”)~~, which regulates~~ announced that USD LIBOR ~~announced its intention~~will no longer be published after June 30, 2023. This announcement has several implications, including setting the spread that may be used to ~~stop compelling banks~~automatically convert contracts from LIBOR to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (the “ARRC”), which identified the Secured Overnight Financing Rate ~~(the “SOFR”~~("SOFR") ~~as its preferred alternative~~. Additionally, banking regulators are encouraging banks to ~~USD-LIBOR in derivatives and other financial contracts. The Credit Facility provides that, on or about the~~discontinue new LIBOR ~~cessation date (subject to an early opt-in election), LIBOR shall be replaced as a benchmark rate in the Credit Facility with a new benchmark rate to be agreed upon~~debt issuances by ~~the Company and BMO, with such adjustments to cause the new benchmark rate to be economically equivalent to LIBOR.~~ December 31, 2021.

The Company ~~is not able to predict when~~anticipates that LIBOR will ~~cease~~continue to be available at least until June 30, 2023. Any changes adopted by the FCA or ~~when there will be sufficient liquidity~~other governing bodies in the ~~SOFR markets.~~method used for determining LIBOR may result in a sudden or prolonged increase or decrease in

-23-

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reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

The Company has interest rate ~~swap agreements~~swaps that are indexed to LIBOR and is monitoring and evaluating the related risks. These risks arise in connection with transitioning contracts to ~~a new~~an alternative rate, including any resulting value transfer that may ~~occur.~~occur, and are likely to vary by contract. The value of loans, securities, or derivative instruments tied to LIBOR, ~~could~~as well as interest rates on our current or future indebtedness, may also be impacted if LIBOR is limited or discontinued. For some instruments the method of transitioning to an alternative reference rate may be challenging, ~~as they may require negotiation~~especially if the Company cannot agree with the respective ~~counterparty.~~

~~If a contract is not transitioned~~counterparty about how to ~~an alternative rate and LIBOR is discontinued,~~make the impact on our interest rate swap agreements is likely to vary by agreement. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected.transition.

While the Company expects LIBOR to be available in substantially its current form until at least the end of ~~2021,~~June 30, 2023, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and ~~potentially~~ magnified.

~~-25-~~

~~Table~~Alternative rates and other market changes related to the replacement of ~~Contents~~LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate.

The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.

Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for the Company.

Notes Payable, Net of Debt Issuance Costs

The Company’s notes payable, net, includes four loans: (1) the Rosedale Loan, (2) the Dumfries Loan, (3) the Cantor Loan, and (4) the West Mifflin ~~Note,~~Loan, described in detail ~~below.~~herein. The following table sets forth the aggregate balances of these loans as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.


	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Notes payable, gross	$	66,349	$	39,475	$	66,349	$	66,349
Less: Unamortized debt issuance costs		(898)		(667)
Unamortized debt issuance costs						(706)		(835)
Cumulative principal repayments		(391)		(158)		(1,023)		(577)
Notes payable, net	$	65,060	$	38,650	$	64,620	$	64,937

~~The Company paid $341 in debt issuance and related costs during the nine months ended September 30, 2020.~~ Amortization expense incurred related to the debt issuance costs ~~$42~~was $66 and ~~$110~~$129 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$32~~$35 and ~~$98~~$68 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.

Rosedale Loan

On July 31, 2020, in connection with its acquisition of the Rosedale Facilities, the Company, through certain of its ~~wholly-owned~~wholly owned subsidiaries, as borrowers, entered into a ~~commercial term~~ loan with FVCbank with a principal balance of $14,800 ~~(“the Rosedale~~(the “Rosedale Loan”). The Rosedale Loan has an annual interest rate of ~~3.90%~~3.85% and matures on July 31, 2025 with principal and interest payable monthly based on a 25-year amortization schedule. The Company, at its option, may prepay the loan, subject to a prepayment fee.

The Company made principal payments of ~~$20~~$180 during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The loan balance as of ~~September~~June 30, 2021 and December 31, 2020 was ~~$14,780.~~$14,511 and $14,691, respectively. Interest expense incurred on this loan was ~~$104~~$141 and $282 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021, respectively.

-24-

Table of Contents

As of ~~September~~June 30, ~~2020,~~2021, scheduled principal payments due for each year ended December 31 were as follows:


2020 (three months remaining)	$	89
2021		361
2021 (six months remaining)			$	181
2022		376		376
2023		391		391
2024		405		405
Thereafter		13,158
2025				13,158
Total	$	14,780	$	14,511

Dumfries Loan

On April 27, 2020, in connection with its acquisition of the Dumfries Facility, the Company, through a wholly-owned subsidiary, assumed a CMBS loan with a principal amount of $12,074 ~~(“the Dumfries~~(the “Dumfries Loan”). The Dumfries Loan has an annual interest rate of 4.68% and matures on June 1, 2024 with principal and interest payable monthly based on a ten-year amortization schedule. The Company, at its option, may prepay the loan, subject to a prepayment premium.

The Company made principal payments of ~~$108~~$136 and $43 during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021 and 2020, respectively. The loan balance as of ~~September~~June 30, 2021 and December 31, 2020 was ~~$11,966.~~$11,763 and $11,899, respectively. Interest expense incurred on this loan was ~~$140~~$137 and ~~$186~~$275 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively.~~2021, respectively, and $46 for the three and six months ended June 30, 2020.

~~-26-~~

~~Table of Contents~~

As of ~~September~~June 30, ~~2020,~~2021, scheduled principal payments due for each year ended December 31 were as follows:


2020 (three months remaining)	$	67
2021		275
2021 (six months remaining)			$	139
2022		288		288
2023		302		302
2024		11,034		11,034
Total	$	11,966	$	11,763

Cantor Loan

On March 31, 2016, through certain of its wholly owned subsidiaries (the “GMR Loan Subsidiaries”), the Company entered into a $32,097 CMBS loan (the “Cantor Loan”). The Cantor Loan has a maturity date of April 6, 2026 and an annual interest rate of 5.22%. The Cantor Loan ~~requires~~required interest-only payments through March 31, 2021 and ~~thereafter~~following that date, requires principal and interest based on a 30-year amortization schedule. Prepayment can only occur within four months prior to the maturity date, subject to earlier defeasance.

The Cantor Loan is secured by the assets of the GMR Loan ~~Subsidiaries and such subsidiaries are required to maintain a monthly debt service coverage ratio of 1.35:1.00.~~Subsidiaries.

The ~~note~~Company made principal payments of $70 during the six months ended June 30, 2021. The loan balance as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was $32,027 and $32,097. Interest expense incurred on this ~~note~~loan was ~~$425~~$423 and ~~$1,326~~$842 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$429~~$479 and ~~$1,271~~$902 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively.

As of ~~September~~June 30, ~~2020,~~2021, scheduled principal payments due for each year ended December 31 were as follows:


2020 (three months remaining)	$	—
2021		282
2021 (six months remaining)			$	212
2022		447		447
2023		471		471
2024		492		492
2025				523
Thereafter		30,405		29,882
Total	$	32,097	$	32,027

-25-

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West Mifflin ~~Note~~Loan

On September 25, 2015, the Company, through a wholly-owned subsidiary, as borrower, entered into a $7,378 term loan with Capital One. On September 25, 2020, the Company and Capital One amended the terms of the loan to extend the maturity date to September 25, 2021 and increase the interest rate to 4.25% per annum. The West Mifflin facility serves as collateral for the loan. The note requires a quarterly fixed charge coverage ratio of at least 1:1, a quarterly minimum debt yield of 0.09:1.00, and annualized operator EBITDAR (as defined in the note) measured on a quarterly basis of not less than $6,000. The operator is Associates in Ophthalmology, Ltd. and Associates Surgery Centers, LLC.

The Company made principal payments of ~~$105~~$60 and $70 during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021 and 2020, respectively. The ~~note~~loan balance as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was ~~$7,115~~$7,025 and ~~$7,220,~~$7,085, respectively. Interest expense incurred on this ~~note~~loan was ~~$68~~$77 and ~~$203~~$152 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$69~~$67 and ~~$207~~$135 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively.

~~-27-~~

~~Table of Contents~~

Derivative Instruments - Interest Rate Swaps

~~As of September 30, 2020, the~~The Company ~~had the following 6~~has six interest rate swaps with a total notional amount of $350 million that are used to manage its interest rate risk and fix the LIBOR component on the Term Loan. An aggregate of ~~certain~~$150 million of the swaps mature in August 2023 and the remaining $200 million mature in August 2024. In addition, the Company has 5 forward starting interest rate swaps that will be effective on the maturity dates of the existing interest rate swaps. The forward starting swaps each have a maturity date of April 2026 and will fix the LIBOR component on the Term Loan through its ~~floating~~maturity. Currently, the interest rate ~~debt on~~swaps fix the LIBOR component of the Term Loan at a ~~weighted average basis~~rate of 1.91% through August 2023. Subsequently, from August 2023 to August 2024 the LIBOR component of the Term Loan rate will be fixed at ~~1.91%:~~1.61%. Finally, from August 2024 to April 2026 the LIBOR component of the Term Loan rate will be fixed at 1.45%.


~~Counterparty~~	~~Notional Amount~~		~~Fixed LIBOR Rate~~	~~Maturity~~
~~Wells Fargo Bank, N.A.~~	$	~~50 million~~	~~0.16%~~	~~August 2023~~
~~BMO~~		~~100 million~~	~~2.88%~~	~~August 2023~~
~~BMO~~		~~90 million~~	~~1.21%~~	~~August 2024~~
~~Truist Bank~~		~~40 million~~	~~1.21%~~	~~August 2024~~
~~Truist Bank~~		~~40 million~~	~~2.93%~~	~~August 2024~~
~~Citizens Bank, National Association~~		~~30 million~~	~~2.93%~~	~~August 2024~~
~~Total/Weighted Average~~	$	~~350 million~~	~~1.91%~~

~~In accordance with the provisions of ASC Topic 815, the~~The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive loss in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income.

The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporating a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820, “Fair Value Measurement.” The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments.

The fair value of the Company’s interest rate swaps was a net liability of ~~$19,505~~$13,677 and ~~$6,491~~$18,086 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The gross balances are included in the “Derivative ~~Asset’~~Asset” and “Derivative Liability” line items on the Company’s Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The table below details the components of the ~~loss~~amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020

Amount of (gain) loss recognized in other comprehensive loss	$	(451)	$	1,603	$	16,313	$	7,559
Amount of loss reclassified from accumulated other comprehensive (loss) income into interest expense		(1,552)		(300)		(3,336)		(684)
Amount of loss (gain) recognized in other comprehensive income (loss)									$	786	$	2,298	$	(1,296)	$	16,765
Amount of loss reclassified from accumulated other comprehensive loss into interest expense										(1,590)		(1,276)		(3,139)		(1,785)
Total change in accumulated other comprehensive loss	$	(2,003)	$	1,303	$	12,977	$	6,875	$	(804)	$	1,022	$	(4,435)	$	14,980

During the next twelve months, the Company estimates that an additional ~~$6,135~~$6,206 will be reclassified as an increase to interest expense. Additionally, during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of ~~$4,864~~$5,020 and ~~$13,616.~~$10,057, respectively.

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Weighted-Average Interest Rate and Term

The weighted average interest rate and term of the Company’s debt was ~~3.34%~~3.09% and ~~3.06~~4.71 years at ~~September~~June 30, ~~2020,~~2021, compared to ~~3.90%~~3.17% and ~~3.76~~2.79 years as of December 31, ~~2019.~~2020.

~~-28-~~

~~Table of Contents~~

Note 5 – Equity

Preferred Stock

The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share.

Preferred stock dividend activity for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 is summarized in the following table:


		Applicable		Quarterly			Dividends			Applicable		Quarterly			Dividends
Date Announced	Record Date	Quarter	Payment Date	Dividend			per Share		Record Date	Quarter	Payment Date	Dividend			per Share

December 13, 2019	January 15, 2020	Q4 2019	January 31, 2020	$	1,455		$	0.46875
March 4, 2020	April 15, 2020	Q1 2020	April 30, 2020	$	1,455		$	0.46875
June 12, 2020	July 15, 2020	Q2 2020	July 31, 2020	$	1,455		$	0.46875
September 3, 2020	October 15, 2020	Q3 2020	October 31, 2020	$	1,455	(1)	$	0.46875
December 16, 2020									January 15, 2021	Q4 2020	February 1, 2021	$	1,455		$	0.46875
March 3, 2021									April 15, 2021	Q1 2021	April 30, 2021	$	1,455		$	0.46875
June 10, 2021									July 15, 2021	Q2 2021	August 2, 2021	$	1,455	(1)	$	0.46875

⁽¹⁾	Two months of this amount, equal to $970, was accrued at ~~September~~June 30, ~~2020.~~2021.

The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the ~~Board~~Company’s board of directors (the “Board”) (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). Dividends on the Series A Preferred Stock will be cumulative and will accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company paid preferred dividends of ~~$4,366 and $4,365 respectively.~~$2,911.

Common Stock

The Company has 500,000 authorized shares of common stock, $0.001 par value. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were ~~48,188~~64,197 and ~~43,806~~49,461 outstanding shares of common stock, respectively.

On August 17, 2020, the Company and the Operating Partnership entered into a Sales Agreement with certain sales agents, pursuant to which the Company may offer and sell, from time to time, up to $150,000 of its common stock (the “ATM Program”). During the three months ended September 30, 2020, the Company generated gross proceeds of $25,050 through ATM Program equity issuances of 1,930 shares of the Company’s common stock at an average offering price of $12.98 per share. During the nine months ended September 30, 2020, the Company generated gross proceeds of $39,221 through ATM Program equity issuances of 3,170 shares of the Company’s common stock at an average offering price of $12.37 per share.

Common stock dividend activity for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 is summarized in the following table:

Applicable

Dividend

Dividends

Applicable

Dividend

Dividends

Date Announced

Record Date

Quarter

Payment Date

Amount⁽¹⁾

per Share

Record Date

Quarter

Payment Date

Amount⁽¹⁾

per Share

December 13, 2019

December 26, 2019

Q4 2019

January 9, 2020

9,541

0.20

March 4, 2020

March 25, 2020

Q1 2020

April 9, 2020

9,610

0.20

June 12, 2020

June 25, 2020

Q2 2020

July 9, 2020

9,861

0.20

September 3, 2020

September 24, 2020

Q3 2020

October 8, 2020

10,357

0.20

December 16, 2020

December 28, 2020

Q4 2020

January 11, 2021

10,573

0.20

March 3, 2021

March 24, 2021

Q1 2021

April 8, 2021

13,260

0.205

June 10, 2021

June 24, 2021

Q2 2021

July 8, 2021

13,964

0.205

⁽¹⁾	Includes distributions on ~~granted~~outstanding LTIP Units and OP Units.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of ~~$29,588~~$24,575 and ~~$21,167,~~$19,675, respectively.

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As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had an accrued dividend ~~balance~~balances of ~~$516~~$317 and ~~$580~~$927 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the ~~nine~~six months ended ~~September~~June 30, ~~2020, $512~~2021, $132 of dividends were accrued and ~~$576~~$742 of dividends were paid

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related to these units. During the ~~nine~~six months ended ~~September~~June 30, ~~2019, $265~~2020, $394 of dividends were accrued and ~~$85~~$524 of dividends were paid related to these units.

The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.

~~OP Units~~Capital Raising Activity

~~During~~On March 18, 2021, the ~~nine months ended September 30, 2020, three OP Unit holders redeemed~~Company closed an ~~aggregate~~underwritten public offering of ~~1,185 OP Units for~~its common stock, including the related option to purchase additional shares granted to the underwriters. These transactions resulted in the issuance of 8,625 shares of the Company’s common stock at a public offering price of $13.30 per share, resulting in net proceeds to the Company of $109,550.

In August 2020, the Company and the Operating Partnership entered into a Sales Agreement with ~~an aggregate redemption value~~certain sales agents, pursuant to which the Company may offer and sell, from time to time, up to $150 million of ~~$15,245.~~its common stock (the “2020 ATM Program”). During the ~~year~~six months ended ~~December 31, 2019,~~June 30, 2021, the Company ~~issued~~generated net proceeds of $85,300 through equity issuances of 6,061 shares of the Company’s common stock at an ~~aggregate~~average offering price of 49 $14.29 per share through the 2020 ATM Program. As of August 2, 2021, the Company had $23 million remaining under the 2020 ATM Program.

OP Units ~~with a value of $506 in connection with a facility acquisition. Additionally, during~~

During the ~~year~~six months ended ~~December 31, 2019,~~June 30, 2021, two OP Unit holders redeemed an aggregate of 51 OP Units for shares of the Company’s common stock with an aggregate redemption value of ~~$519.~~ $751. During the year ended December 31, 2020, four OP Unit holders redeemed an aggregate of 1,379 OP Units for shares of the Company’s common stock with an aggregate redemption value of $17,882.

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were ~~1,958~~1,713 and ~~3,143~~1,764 OP Units issued and outstanding, respectively, with an aggregate value of ~~$12,636~~$9,248 and ~~$27,881,~~$9,999, respectively. The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.

Note 6 – Related Party Transactions

Management Agreement

On July 9, 2020, the Company completed the management internalization transaction. Prior to the ~~Internalization,~~completion of this transaction, the Company was subject to a management agreement dated July 1, 2016, by and between the ~~Management Agreement, the material terms of which are summarized in the section titled “Business — Our Advisor~~Company and ~~our Management Agreement,” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 9, 2020.~~its former advisor.

Management Fees and Accrued Management Fees

For the three and six months ended ~~September~~June 30, 2020, no management fees of $2,021 and $4,024 were incurred and expensed by the Company. For the nine months ended September 30, 2020, and prior to the Internalization, management fees of $4,024 were incurred and expensed by the Company in accordance with the terms of the Management Agreement. For the three and nine months ended September 30, 2019, management fees of $1,621 and $4,539, respectively, were incurred and expensed by the Company. As a result of the Internalization, there were no accrued management fees due to the Former Advisor as of September 30, 2020. Accrued management fees due to the Advisor were $1,727 as of December 31, 2019. NoNaN incentive management fee was incurred by the Company during the three and ~~nine~~six months ended ~~September~~June 30, 2020.

Related Party Balances

The due from related parties balance as of June 30, 2021 and December 30, 2020 ~~or 2019.~~was $265 and $103, respectively. These balances primarily consist of taxes paid on behalf of LTIP Unit holders that are reimbursable to the Company. The Company had 0 amounts due to related parties as of June 30, 2021 and December 31, 2020.

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Pro Forma Financial Information

On July 9, 2020, the Company acquired all of the outstanding shares of capital stock of the parent company of its former advisor. The accompanying Condensed Consolidated Statements of Operations for the six months ended June 30, 2021 include the operations of the business acquired for the full six-month period. The table below presents the unaudited revenue and net income attributable to common stockholders on a pro forma basis for the six months ended June 30, 2020, as if the transaction occurred on January 1, 2020. The pro forma results are not necessarily indicative of the results that would have occurred if the business combination had occurred on the first day of the period presented, nor does the pro forma information purport to represent the results of operations for future periods.


	Six Months Ended
	June 30, 2020
	(unaudited, in thousands)

Pro forma total revenue	$	43,704
Pro forma net income attributable to common stockholders	$	3,003

~~Related Party Balances~~

~~A rollforward of the due from related parties and due to related party balance, net, as of September 30, 2020 is as follows:~~

Due From






Related Parties

Due to Related Party, Net

Other

Funds for

Management

Funds due

Due to

Various

Fees due to

from

Related

Purposes

Advisor

Advisor

Party, net
Balance as of January 1, 2020

$
50

$
(1,727)

79

$
(1,648)
Management fee expense incurred

—

(4,024)

—

(4,024)
Management fees paid to Advisor

—

5,751

—

5,751
Loans to Advisor

—

—

(79)

(79)
Loan to related parties

71

—

—

—
Balance as of September 30, 2020

$
121

$
0

0

$
0

Note 7 – Stock-Based Compensation

2016 Equity Incentive Plan

The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates.

The Plan is intended to permit the grant of both qualifying and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). On May 26, 2021, the Company’s stockholders approved an amendment to the Plan to increase the number of authorized shares available for issuance under the Plan by 1,500 shares. Based on the grants outstanding as of ~~September~~June 30, ~~2020,~~2021, there ~~are 521~~were 1,452 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, settled in cash or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant.

Time-Based Grants

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, pursuant to the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the Board approved the following LTIP Unit activity:

2018 Long-Term Incentive Plan

220

~~On March 3, 2020, there were 155 units granted that vested~~

50% on March ~~3, 2020, the determination date,~~2, 2021; and ~~50% vest on March 3, 2021.~~

~~On May 12, 2020, there were 14 units granted that vested 50% on May 12, 2020, the determination date, and 50% vest on May 12, 2021.~~

~~On August 23, 2020, there were 21 units granted that vested 50% on August 23, 2020, the determination date, and 50% vest on August 23, 2021.~~

	●	~~On March 3, 2020, determined that 147 LTIP Units were earned in accordance with the terms of the previously disclosed 2019 annual award agreements. These units vested~~ 50% on March 3,2, 2022

March 2, 2021		Final awards under the 2020 ~~the determination date, and~~ Annual Incentive Plan	267	50% ~~vest~~ on March ~~3, 2021.~~2, 2021; and

●

On July 9, 2020, granted 402 LTIP Units to the Company’s executives in connection with the Internalization. These grants were valued based on the Company’s closing stock price on July 8, 2020 of $10.46 and vest in equal ~~one~~-~~fourthincrements~~ on ~~each~~ ~~of July 9, 2021, July 9, 2022, July 9, 2023, and July 9, 2024.~~

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●

On July 24, 2020, granted 108 LTIP Units to the Company’s non-executive employees in connection with the Internalization. These grants were valued based on the Company’s closing stock price on July 23, 2020 of $12.05 and vest in equal ~~one~~-~~fourthincrements~~ on ~~each~~ ~~of July 24, 2021, July 24, 2022, July 24, 2023, and July 24, 2024.~~

●

On September 2, 2020, granted 19 LTIP Units to the Company’s independent directors. These grants were valued based on the average of the Company’s closing stock price for the ten days prior to the date of grant and vest on September 2, 2021.

~~Additionally, during the nine months ended September 30, 2020, there were 28 LTIP Units redeemed for shares of the Company’s common stock.~~

A detail of the Company’s outstanding ~~time based~~time-based LTIP Units as of ~~September~~June 30, ~~2020~~2021 is as follows:


Vested units		~~811~~1,295
Unvested units		~~828~~912
LTIP Units outstanding as of ~~September~~June 30, ~~2020~~2021		~~1,639~~2,207

Performance Based Awards

The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards have one-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in both the Annual Awards and the Long-Term Awards is subject to service requirements.

A detail of the Company’s Long-Term Awards under the ~~2017, 2018~~2019 and ~~2019~~2020 programs, and the Annual Awards and Long-Term Awards under the ~~2020~~2021 program as of ~~September~~June 30, ~~2020~~2021 is as follows:


~~2018 Long-Term Awards~~		~~110~~
2019 Long-Term Awards		82
2020 Long-Term Awards		70
2021 Annual Awards ⁽¹⁾		~~196~~92
~~2020~~2021 Long-Term Awards ⁽²⁾		7076
Total target performance awards as of ~~September~~June 30, ~~2020~~2021		~~458~~320

(1)	Approved by the Board on March ~~17, 2020.~~2, 2021. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange (“NYSE”) ~~on that~~over the 15 trading days preceding the grant date.

(2)	Approved by the Board on March ~~3, 2020.~~2, 2021. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant.

Annual Awards. The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee.

The Compensation Committee and Board established performance goals for the year ~~ended~~ending December 31, ~~2020,~~2021, as set forth in the ~~2020~~2021 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. As of ~~September~~June 30, ~~2020,~~2021, management estimated that the Performance Goals would be met at a ~~110%~~100% level and, accordingly, estimated that ~~110%~~100% of the ~~2020 program~~2021 target Annual Awards were expected to be earned at the end of the performance ~~period. Cumulative~~period, and accordingly, cumulative stock-based compensation expense during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 reflects management’s estimate that ~~110%~~100% of these awards will be earned. As soon as reasonably practicable following the first anniversary of the Annual Awards grant date, the Compensation Committee and Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP Units. Any ~~2020~~2021 Annual Award LTIP Units that are not earned will be forfeited and cancelled.

Vesting. LTIP Units that are earned as of the end of the applicable performance period will be subject to vesting, subject to continued employment through each vesting date, in two installments as follows: 50% of the earned LTIP Units will become vested on the date in ~~2021~~2022 that the Board approves the number of LTIP Units to be awarded pursuant to the performance components set forth in the ~~2020~~2021 LTIP Annual Award Agreements and 50% of the earned LTIP Units become vested on the one year anniversary of the initial

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vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

Distributions. Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.

Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of their related LTIP Long-Term Award Agreements (collectively the “LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP

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Units that each grantee ~~is entitled to earn~~earns under the LTIP Long-Term Award Agreements will be determined following the conclusion of a three-year performance period based on the Company’s total stockholder return (“TSR”), which is determined based on a combination of appreciation in stock price and dividends paid during the performance period. Each grantee may earn up to 200% of the number of target LTIP Units covered by the grantee’s Long-Term Award. Any target LTIP Units that are not earned will be forfeited and cancelled. The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the applicable three-year performance period based on the Company’s TSR on an absolute basis (as to 75% of the Long-Term Award) and relative to the SNL Healthcare REIT Index (as to 25% of the Long-Term Award).

Vesting. LTIP Units that are earned as of the end of the applicable three-year performance period will be subject to forfeiture restrictions that will lapse (“vesting”), subject to continued employment through each vesting date as follows; 50% of the earned LTIP Units will vest upon the third anniversary of the respective grant dates and the remaining 50% will vest on the fourth anniversary of the respective grant dates. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event.

Distributions. Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.

Stock-Based Compensation Expense

~~Under the provisions of ASU 2018-07, the~~The Company’s prospective compensation expense for all unvested LTIP Units, Annual Awards, and Long-Term Awards is recognized using the adoption date fair value of the awards, with no remeasurement required. Compensation expense for future LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required.

As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the SNL Healthcare REIT Index (the “Index”) over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share ~~award for purposes of accounting under ASC Topic 718.~~award.

The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the five trading days leading up to the grant date of the Long-Term Award. The valuation date stock price is the ~~average~~ closing stock price ~~for~~of the Company and each ~~member~~ of the peer companies in the Index ~~for~~on the ~~15 trading days leading up to~~grant dates of the ~~valuation date.~~Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions.

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Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations:


	2020 Long-Term			2019 Long-Term			2018 Long-Term			2017 Long-Term		2021 Long-Term			2020 Long-Term			2019 Long-Term
	Awards			Awards			Awards			Awards		Awards			Awards			Awards

Fair value	$	13.47		$	10.07		$	8.86		$	8.86	$	14.86		$	13.47		$	10.07
Target awards		70			82			110			96		76			70			82
Volatility		28.75	%		31.7	%		33.8	%		33.8% - 35.4%		42.37	%		28.75	%		31.7	%
Risk-free rate		0.72	%		2.5	%		2.6	%		2.4% - 2.6%		0.26	%		0.72	%		2.5	%
Dividend assumption		reinvested			reinvested			reinvested			reinvested		reinvested			reinvested			reinvested
Expected term in years		3			3			2.7			1.7 – 2.7		3			3			3

The Company incurred stock compensation expense of ~~$1,572~~$1,612 and ~~$3,391,~~$3,327 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$868~~$897 and ~~$2,493,~~$1,819, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, related to the grants awarded under

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the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Condensed Consolidated Statements of Operations.

As of ~~September~~June 30, ~~2020,~~2021, total unamortized compensation expense related to these awards of approximately ~~$8.6~~$7.6 million is expected to be recognized over a weighted average remaining period of ~~2.2~~2.0 years.

Note 8 – Leases

The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.

Information as Lessor Under ASC Topic 842

To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases were determined to be operating leases and have a portfolio-average-lease-years remaining of approximately 10 years. Payments from the Company’s tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.

Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.

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Initial direct costs, primarily commissions, related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.

Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. ~~To date the Company’s receivables have not had any credit losses. Such amounts would be recognized as a reduction to rental and other revenues.~~ The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.

The Company recognized ~~$25,055~~$28,200 and ~~$68,623~~$55,525 of rental revenue related to operating lease payments for the three and ~~nine~~six months ended ~~September~~June 30, 2021, respectively, and $22,036 and $43,569 of rental revenue related to operating lease payments for the three and six months ended June 30, 2020, respectively. Of these amounts, ~~$1,136~~$1,534 and ~~$3,739 were for~~$2,908 relate to variable ~~lease payments related to expense recoveries~~rental revenue for the three and ~~nine~~six months ended ~~September~~June 30, 2021, respectively, and $1,125 and $2,602 relate to variable rental revenue for the three and six months

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ended June 30, 2020, respectively. The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of ~~September~~June 30, ~~2020~~2021 is as follows for the subsequent years ended December 31:


2020 (three months remaining)	$	20,914
2021		81,984
2021 (six months remaining)			$	49,602
2022		80,676		99,141
2023		77,908		96,766
2024		70,735		89,408
2025				77,167
Thereafter		379,099		397,462
Total	$	711,316	$	809,546

Information as Lessee Under ASC Topic 842

The Company has ~~seven~~six buildings located on land that is subject to operating ground leases with a weighted average remaining term of approximately 41 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. The Company used a weighted average discount rate of approximately 7.5%, which was derived, using a portfolio approach, from our assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments over appropriate tenors. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately ~~$41~~$39 and ~~$122~~$75 of ground lease expense ~~of which $26 and $64 was paid in cash,~~ during the three and ~~nine~~six months ended ~~September~~June 30, 2021, respectively, of which $31 and $61 was paid in cash. The Company recognized approximately $39 and $81 of ground lease expense during the three and six months ended June 30, 2020, ~~respectively.~~respectively, of which $18 and $34 was paid in cash.

The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at ~~September~~June 30, ~~2020,~~2021, and a reconciliation of those cash flows to the operating lease liability at ~~September~~June 30, ~~2020:~~2021:


2020 (three months remaining)	$	97
2021		390
2021 (six months remaining)			$	193
2022		409		409
2023		174		174
2024		129		129
2025				129
Thereafter		4,626		4,498
Total		5,825		5,532
Discount		(2,735)		(2,700)
Lease liability	$	3,090	$	2,832

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~~Table of Contents~~

~~Note 9 – Rent~~Tenant Concentration

~~The Company’s facilities with a concentration of rental revenue of 5% or greater for any period presented is as follows:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

Facility

2020

2019

2020

2019

Encompass

7
%
10
%
8
%
10
%
Belpre

6

8

6

8

OCOM

5

7

5

6

Sherman

3

5

4

5

Austin

3

5

4

5

Aggregate of all other facilities

76

65

73

66

Total

100
%
100
%
100
%
100
%

During the three months ended June 30, 2021, the Company’s rental revenues were derived from 126 tenants leasing 97 facilities. During this period there were no tenants with rental revenue that exceeded 10% of the Company’s rental revenue.

Note 109 – Commitments and Contingencies

Litigation

The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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Environmental Matters

The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.

~~Note 11 – Subsequent Events~~

~~Subsequent events have been evaluated through November 6, 2020, the date the financial statements were issued.~~

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes to those financial statements, included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). Some of the comments we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, that was filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on March ~~9, 2020~~8, 2021 and Item 1A. Risk Factors ~~in this~~of our Quarterly Report on Form ~~10-Q.~~10-Q for the quarter ended March 31, 2021, that was filed with the SEC on May 7, 2021. Unless otherwise indicated, all dollar and share amounts in the following discussion are presented in thousands.

Special Note Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our trends, liquidity, capital resources, and the healthcare industry and the healthcare real estate markets and opportunity, among others, contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

●

the effects of the ongoing novel coronavirus (“COVID-19”) pandemic, which are highly uncertain, cannot be predicted and will depend upon future developments, including the severity of COVID-19, the duration of the outbreak and potential resurgences (including any related variants of the COVID-19 virus such as the Delta variant, or others), the duration of existing or new social distancing and shelter-in-place orders, further mitigation strategies taken by applicable government authorities, the availability and distribution of ~~a vaccine,~~vaccines, vaccination rates, adequate testing and treatments and the prevalence of widespread immunity to COVID-19;

●

defaults on or non-renewal of leases by tenants;

●

our ability to collect ~~rental revenue, expected rent deferral amounts and expected repayment periods;~~rents;

●

our ability to satisfy the covenants in our existing and any future debt ~~agreements, including the $600 million syndicated credit facility with BMO Harris Bank N.A. (“BMO”), as administrative agent (the “Credit Facility”);~~agreements;

●

decreased rental rates or increased vacancy rates, including expected rent levels on acquired properties;

●

difficulties in identifying healthcare facilities to acquire and completing such acquisitions;

●

adverse economic or real estate conditions or developments, either nationally or in the markets in which our facilities are located;

●

our failure to generate sufficient cash flows to service our outstanding obligations;

●

fluctuations in interest rates and increased operating costs;

●

our failure to effectively hedge our interest rate risk;

●

our ability to satisfy our short and long-term liquidity requirements;

●

our ability to deploy the debt and equity capital we raise;

●

our ability to raise additional equity and debt capital on terms that are attractive or at all;

●

our ability to make distributions on shares of our common and preferred stock;

●

expectations regarding the timing and/or completion of any acquisition;

●

general volatility of the market price of our common and preferred stock;

●

changes in our business or our investment or financing strategy;

●

our dependence upon key personnel whose continued service is not guaranteed;

●

our ability to identify, hire and retain highly qualified personnel in the future;

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●

the degree and nature of our competition;

●

changes in healthcare laws, governmental regulations, tax rates and similar matters;

●

changes in current healthcare and healthcare real estate trends;

●

changes in expected trends in Medicare, Medicaid and commercial insurance reimbursement trends;

●

competition for investment opportunities;

●

our failure to successfully integrate acquired healthcare facilities;

●

our expected tenant improvement expenditures;

●

changes in accounting policies generally accepted in the United States of America (“GAAP”);

●

lack of or insufficient amounts of insurance;

●

other factors affecting the real estate industry generally;

●

changes in the tax treatment of our distributions;

●

our failure to qualify and maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;

●

our ability to qualify for the safe harbors from the “100% Prohibited Transactions Tax” under the REIT rules with respect to our property dispositions; and

●

limitations imposed on our business and our ability to satisfy complex rules relating to REIT qualification for U.S. federal income tax purposes.

See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, that was filed with the SEC on March 8, 2021 andItem 1A. Risk Factors ~~in this~~of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, that was filed with the SEC on May 7, 2021,for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.

Overview

Global Medical REIT Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation engaged primarily in the acquisition of purpose-built healthcare facilities and the leasing of those facilities to strong healthcare systems and physician groups with leading market share. ~~As described below, until July 9, 2020, the Company was externally managed and advised by Inter-American Management LLC (the “Former Advisor”).~~

On July 9, 2020, the Company acquired all of the outstanding shares of capital stock of Inter-American Group Holdings Inc. (“IAGH”), the parent company of the Former Advisor for a cash purchase price of $18.1 million, subject to a working capital adjustment (the “Internalization”). The Internalization was completed pursuant to a stock purchase agreement, dated as of July 9, 2020 (the "Stock Purchase Agreement"), by and among the Company, Zensun Enterprises Limited (“Zensun”) and Mr. Jeffrey Busch. Prior to the Internalization, IAGH was owned by Zensun (85%) and Mr. Busch (15%) (collectively, the “Sellers”).

Upon completion of the Internalization, the employees of the Former Advisor became employees of the Company and the functions previously performed by the Former Advisor were internalized by the Company. As an internally managed company, the Company will no longer pay the Former Advisor any fees arising from the Management Agreement (as defined in Note 6 – “Related Party Transactions”).

We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016. We conduct our business through an umbrella partnership real estate investment trust, or UPREIT, structure in which our

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properties are owned by wholly owned subsidiaries of our operating partnership, Global Medical REIT L.P. (the “Operating Partnership”). Our wholly owned subsidiary, Global Medical REIT GP LLC, is the sole general partner of our Operating Partnership and, as of ~~September~~June 30, ~~2020,~~2021, we owned ~~93.05%~~94.24% of the outstanding ~~common operating partnership units (“OP Units”) of~~equity interests in our Operating Partnership.

~~Impact of COVID-19 and Business Outlook~~

The COVID-19 pandemic did not have a material impact on our results of operations, liquidity and capital resources as of and for the three and nine months ended September 30, 2020. While we are still navigating the actual and potential impacts the pandemic will have on our tenants and our business, the sections below summarize management’s view of the potential impacts the COVID-19 pandemic may have on our future results of operations, liquidity and capital resources, and other various company-specific matters.

The COVID-19 outbreak and the measures taken by governmental authorities to contain its spread have resulted in substantial adverse effects on the U.S. economy, and specifically the healthcare industry. The full impact of COVID-19 on the U.S. economy and our tenants’ businesses and operations remains unknown, as the velocity of this economic slowdown and the subsequent job losses are unique and historical in many ways. While these events have already had a significant impact on the healthcare industry, we cannot reasonably estimate the duration and severity of such impact. However, at the onset of the outbreak, we began working with certain of our tenants that were experiencing significant disruptions in their businesses to help them navigate these uncertain times, including assisting our tenants in applying for government financial relief and, in certain limited circumstances, entering into rent deferral agreements. The aggregate amount of such rent deferrals equaled $1.1 million and, as of September 30, 2020, we have collected $0.6 million of this amount. Because the extent of the impact of COVID-19 on our tenants will depend on future developments, including a resurgence of COVID-19, there can be no assurance that our tenants will continue to be able meet the requirements of these agreements, or that these tenants, or other tenants, may not seek additional relief in the future. The extent of the impact of COVID-19 on our liquidity and operational and financial performance will depend on, among other things, the ability of our tenants to return to normal patient volumes and whether a resurgence of COVID-19 causes further shutdowns or disruptions in our tenants’ businesses.

At the onset of the outbreak, many states banned elective and non-urgent medical procedures. Many states have since lifted these bans; however, the recent resurgence of COVID-19 cases in many states, including many states in which our facilities are located, may cause such states to reinstitute these bans. Certain localities, such as El Paso, Lubbock and Amarillo, Texas, have already reinstituted bans on elective surgeries due to a resurgence in COVID-19. Given that many of our tenants depend on elective and non-urgent medical procedures as a major source of revenue, a reinstituted ban on these procedures may have a material adverse effect on our tenants’ businesses. In addition, in response to the recent resurgence of the COVID-19 pandemic, local, state and federal agencies have or may reinstitute stay-at-home or shelter-in-place orders, which may result in many of our tenants experiencing significantly reduced patient volumes and, when such bans and restrictions are lifted, patients may be reluctant to undertake certain medical procedures and our tenants may institute social distancing measures, each of which may cause our tenants to experience decreased patient volumes for an extended period of time. In addition, if additional government funding is not provided under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act") or new legislation, our tenants may not be able to rely on future government assistance programs to withstand the current or another downturn in their businesses.

Although we believe our acquisition pipeline has normalized since the onset of the COVID-19 pandemic, a resurgence of COVID-19 could cause another disruption in the medical real estate acquisition market that could have a material adverse effect on our acquisition growth.

To date, the COVID-19 pandemic has not had a material adverse effect on our liquidity, with our cash balances and available capacity under our Credit Facility equaling approximately $112 million as of October 31, 2020. However, a resurgence of COVID-19 that affects our tenants’ ability to pay rent to us, our lenders ability to lend to us, or our ability to raise equity capital could have a material adverse effect on our liquidity.

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Our Business Objectives and Investment Strategy

Our principal business objective is to provide attractive, risk-adjusted returns to our stockholders through a combination of (i) reliable dividends and (ii) long-term capital appreciation. Our primary strategies to achieve our business objective are to:

●

construct a ~~property~~ portfolio ~~that consists substantially~~ of ~~medical office buildings (MOBs), specialty hospitals, in-patient rehabilitation~~healthcare facilities ~~(IRFs) and ambulatory surgery centers (ASCs),~~ that are primarily located in secondary markets and suburbs of primary markets and are situated to take advantage of the aging of the U.S. population and the decentralization of ~~healthcare;~~the healthcare delivery system;

●

~~focus on practice types~~lease our properties to healthcare tenants with profitable practices that ~~will be~~are utilized by an aging population and are highly dependent on their purpose-built real estate to deliver core medical procedures, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology, oncology treatment and orthopedics;

●

set aside a portion of our property portfolio for opportunistic acquisitions, including (i) certain acute-care hospitals and long-term acute care facilities (LTACs), that we believe provide premium, risk-adjusted returns, ~~and~~ (ii) health system

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corporate office and administrative buildings, which we believe will help us develop relationships with larger health ~~systems;~~systems and (iii) behavioral and mental health facilities that are operated by national or regional operators and are located in markets that demonstrate a need for such services; and

●

lease our facilities under ~~long-term,~~ triple-net leases with contractual annual rent ~~escalations;~~escalations.

●

~~lease each facility to medical providers with a track record of successfully managing excellent clinical and profitable practices; and~~

●

~~receive credit protections from our tenants or their affiliates, including personal and corporate guarantees, rent reserves and rent coverage requirements.~~

Corporate Sustainability and Social Responsibility

Our business values integrate environmental sustainability, social responsibility and strong governance practices throughout our organization.

We continue to improve and expand our efforts in the corporate sustainability arena by building on our progress with tenant outreach and data collection to benchmark our portfolio’s energy consumption and efficiency. On July 1, 2021, we submitted our second GRESB assessment. We are working with third-party experts to support our energy monitoring efforts and have begun to explore potential projects with solar energy providers and on-property electric vehicle charging solutions.

Our commitment to employee engagement remains a high-priority, as we continue to make accommodations for health, safety, and work-life balance and look for opportunities to modestly grow our team.

During the first quarter of 2021, our employee ESG working group engaged Georgetown University’s Steers Center for Global Real Estate to help us identify social responsibility initiatives. Their recommendation led to a pilot project that provides transportation to healthcare facilities for those in need. We are working with a ride-share provider and national charitable organization to implement the project.

Our Board of Directors (the “Board”) continues to lead our social and governance efforts. With its diverse composition, our Board is a strong example of inclusive leadership. From a governance perspective, the Board has continued to adopt policies with best practices in mind and has joined the National Association of Corporate Directors, a membership association chartered to increase board strategic awareness and enhance continuous improvement and effectiveness. In 2021, the Board continued to improve our corporate governance structure by adopting an anti-hedging and anti-pledging policy and executive equity ownership guidelines. The Board has also formed an ESG working group and has worked with management to identify an environmental, social, governance and resilience framework that can guide our ESG work going forward.

Climate Change

We take climate change and the risks associated with climate change seriously. We are committed to aligning our investment strategy with science and have begun to monitor our portfolio for climate risk factors. We will use this information to evaluate our insurance needs and risk management approach. In addition, the energy consumption data that we are collecting will be used to assess facilities’ carbon emission levels. Capturing and tracking this information will help inform future mitigation and remediation efforts where possible. To that end we are exploring ways to mitigate climate risk, should it be present, in our acquisition strategy, as well as ways to contribute to the reduction of climate impact through proactive asset management that looks for ways to incorporate renewable energy resources and energy utilization reduction. We stand with our communities, tenants, and stockholders in supporting meaningful solutions that address this global challenge and contribute to the sustainability of our business objectives.

Impact of COVID-19 and Business Outlook

Although COVID-19 vaccines are generally widely available in the United States, the rate of vaccination has slowed, the COVID-19 pandemic has not ended and its effects on the U.S. economy will have lasting effects. New and potentially more virulent variants of COVID-19 have been identified, such as the Delta variant, a rapidly spreading strain, that has led to a recent rise in hospitalization and infection rates. Therefore, the risk of further resurgence and possible reimplementation of restrictions remains.

Although the COVID-19 pandemic did not have a material effect on our business in 2020 and the three and six months ended June 30, 2021, a resurgence of COVID-19, including its variants (such as the Delta variant), that affects our tenants’ ability to pay rent to us, our lenders’ ability to lend to us, or our ability to raise equity capital could have a material adverse effect on us.

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Executive Summary

The following table summarizes the material changes in our ~~business and operations~~financial statements during the periods presented, which includes a one-time charge related to the portion of consideration paid for the Internalization that was attributed to the settlement of a preexisting contractual relationship of $12.1 million, as well as related expenses incurred associated with the Internalization. Additionally, the remaining excess consideration paid for the Internalization over the fair value of underlying identifiable net liabilities of the business acquired of $5.9 million was recorded as “Goodwill” on the accompanying Condensed Consolidated Balance Sheets:presented:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020

	(in thousands, except per share amounts)								(in thousands, except per share and unit amounts)

Rental revenue	$	25,055	$	18,117	$	68,623	$	50,093	$	28,200	$	22,036	$	55,525	$	43,569
Depreciation and amortization expense	$	9,517	$	6,506	$	26,215	$	17,238	$	11,427	$	8,941	$	22,280	$	16,698
Interest expense	$	4,864	$	4,549	$	13,616	$	12,707	$	5,020	$	4,375	$	10,057	$	8,752
General and administrative expense	$	4,027	$	1,681	$	7,509	$	4,928	$	4,285	$	1,643	$	8,667	$	3,482
Management internalization expense	$	12,580	$	—	$	14,005	$	—

Net (loss) income attributable to common stockholders per share	$	(0.22)	$	0.02	$	(0.19)	$	0.07
Net income attributable to common stockholders per share									$	0.04	$	0.00	$	0.08	$	0.03
FFO per share and unit⁽¹⁾	$	(0.03)	$	0.19	$	0.34	$	0.54	$	0.22	$	0.19	$	0.44	$	0.38
AFFO per share and unit⁽¹⁾	$	0.23	$	0.19	$	0.65	$	0.54	$	0.23	$	0.21	$	0.47	$	0.41
Dividends per share of common stock	$	0.20	$	0.20	$	0.60	$	0.60	$	0.205	$	0.20	$	0.41	$	0.40

Weighted average common stock outstanding		46,908		35,512		45,503		32,514		61,194		45,404		56,956		44,793
Weighted average OP Units outstanding		1,958		3,143		2,250		3,144		1,753		2,023		1,759		2,398
Weighted average LTIP Units outstanding		1,367		794		1,143		737		2,166		1,088		1,990		978
Total weighted average shares and units outstanding		50,233		39,449		48,896		36,395		65,113		48,515		60,705		48,169

(1)	See “—Non-GAAP Financial Measures,” for a description of our non-GAAP financial measures and a reconciliation of our non-GAAP financial measures.

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	As of						As of
	September 30,			December 31,			June 30,			December 31,
	2020			2019			2021			2020

	(dollars in thousands)						(dollars in thousands)
Total investment in real estate, gross	$	1,061,380		$	905,529
Investment in real estate, gross							$	1,260,324		$	1,142,905
Total debt, net	$	519,385		$	386,168		$	506,760		$	586,578
Weighted average interest rate		3.34	%		3.90	%		3.09	%		3.17	%
Total equity (including noncontrolling interest)	$	449,207		$	460,353		$	637,255		$	457,760
Net rentable square feet		3,465,312			2,780,851
Net leasable square feet								4,050,990			3,694,865

Our Properties

During the six months ended June 30, 2021, we completed 11 acquisitions encompassing an aggregate of 354,429 leasable square feet for an aggregate contractual purchase price of $113.8 million with an aggregate annualized base rent of $8.4 million. As of ~~September~~June 30, ~~2020,~~2021, our portfolio consisted of gross investment in real estate of ~~$1,061.4 million,~~$1.3 billion, which was comprised of 7897 facilities with an aggregate of ~~approximately 3.5~~4.1 million ~~rentable~~leasable square feet and ~~approximately $81.9~~an aggregate $96.8 million of annualized base rent.

Capital Raising Activity

On March 18, 2021, we closed an underwritten public offering of our common stock, including the related option to purchase additional shares granted to the underwriters. These transactions resulted in the issuance of 8.6 million shares of our common stock at a public offering price of $13.30 per share, generating gross proceeds of $114.7 million.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we generated gross proceeds of ~~$39.2~~$86.6 million through at-the-market ("ATM") equity issuances of ~~3.2~~6.1 million shares of our common stock at an average offering price of ~~$12.37~~$14.29 per share.

~~Debt Activity~~

~~On July 24, 2020, the Company received aggregate commitments~~ As of ~~up to $100~~August 2, 2021, we had $23 million ~~from certain of its lenders pursuant to the accordion feature (the “Accordion”) under its Credit Facility. With the closing of the Accordion, the borrowing capacity~~remaining under the Company’s Credit Facility was increased to $600 million, consisting of a $250 million capacity revolver (the “Revolver”), a $350 million term loan (the “Term Loan”), and a remaining $50 million accordion. The remaining terms of the Credit Facility were unchanged. In connection with the closing of the Accordion, on July 27, 2020 the Company entered into an interest rate swap with Wells Fargo Bank, N.A. with a notional amount of $50 million (the term component of the Accordion), a fixed interest rate of 0.16% and a maturity date of August 8, 2023.

During the nine months ended September 30, 2020, we borrowed $158.4 million under our Credit Facility and repaid $51.6 million, for a net amount borrowed of $106.8 million. As of September 30, 2020, the net outstanding Credit Facility balance was $454.3 million.

In connection with the acquisition of the Dumfries Facility in April 2020, we assumed a CMBS loan with an outstanding balance of approximately $12.1 million, an interest rate of 4.68% and a remaining term of four years. In connection with the acquisition of the Rosedale Facilities in July 2020, we entered into a third-party loan in the amount of $14.8 million with an annual interest rate of 3.85% and a term of five years.

~~Recent Developments~~ATM Program.

~~Completed Acquisitions~~

~~Since September 30, 2020, we have closed on the following properties:~~

Rentable

Purchase

Annualized


Square Feet

Price⁽¹⁾

Base Rent⁽²⁾

Capitalization

Property

City

(RSF)

(in thousands)

(in thousands)

Rate⁽³⁾

DaVita Portfolio

Decatur, GA / Jackson, TN

36,092

$
10,775

$
755

7.0%

Prevea Portfolio

Sheboygan / Plymouth, WI

40,250

13,700

1,016

7.4%

Totals/Weighted Average

76,342

$
24,475

$
1,771

7.2%

~~(1)~~

~~Represents contractual purchase price.~~

~~(2)~~

~~October 2020 base rent multiplied by 12.~~

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~~(3)~~

~~Capitalization rates are calculated based on current lease terms and do not give effect to future rent escalations.~~

Debt Activity

On May 3, 2021, we entered into an amended and restated credit facility (the “Credit Facility”) to, among other things, (i) increase the overall capacity of the facility from $600 million to $750 million, consisting of a $400 million revolver component (the “Revolver”) and a $350 million term loan component (the “Term Loan”), (ii) extend the term of the Revolver to May 2025, with two six-month extension options, and extend the maturity of the Term Loan component to May 2026, (iii) convert the facility from a secured to an unsecured facility and (iv) implement a new pricing matrix. The Credit Facility includes a $500 million accordion feature. In addition, on May 4, 2021, we entered into five forward starting interest rate swaps that will fix the LIBOR component on the Term Loan through its maturity. Currently, the interest rate swaps fix the LIBOR component of the Term Loan at a rate of 1.91% through August 2023. Subsequently, from August 2023 to August 2024 the LIBOR component of the Term Loan rate will be fixed at 1.61%. Finally, from August 2024 to April 2026 the LIBOR component of the Term Loan rate will be fixed at 1.45%.

During the six months ended June 30, 2021, we borrowed $133.1 million under our Credit Facility and repaid $207.2 million, for a net amount repaid of $74.1 million. As of June 30, 2021, the net outstanding Credit Facility balance was $442.1 million.

Recent Developments

Completed Acquisitions Subsequent to June 30, 2021

Since June 30, 2021, we have completed two acquisitions encompassing an aggregate of 77,693 leasable square feet for an aggregate purchase price of $26.2 million with annualized base rent of $1.9 million.

Properties Under Contract

We have ~~eight~~three properties under contract for an aggregate purchase price of approximately ~~$72~~$23.2 million. We are currently in the due diligence period for our properties under contract. If we identify problems with any of these properties or the operators of any properties during our due diligence review, we may not close the transactions on a timely basis or we may terminate the purchase agreements and not close the transactions.

Trends Which May Influence Our Results of Operations

We believe ~~the following trends may negatively impact our results of operations:~~

●

~~Decreases in our tenants’ patient volumes and revenues due to the COVID-19 pandemic~~ – In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a pandemic. This outbreak, which has spread widely throughout the U.S. and nearly all other regions of the world, prompted federal, state and local governmental authorities in the U.S. to declare states of emergency and institute preventative measures to contain and/or mitigate the public health effects. Many states initially banned elective and non-urgent medical procedures and have since lifted such bans; however, the recent resurgence of COVID-19 cases in many states, including many states in which our facilities are located, may cause such states to reinstitute these bans. Certain localities, such as El Paso, Lubbock and Amarillo, Texas, have already reinstituted bans on elective surgeries due to a resurgence in COVID-19. Given that many of our tenants depend on elective and non-urgent medical procedures as a major source of revenue, a reinstituted ban on these procedures may have a material adverse effect on our tenants’ businesses. In addition, in response to the recent resurgence of the COVID-19 pandemic, local, state and federal agencies have reinstituted or may reinstitute stay-at-home or shelter-in-place orders, which may result in many of our tenants experiencing significantly reduced patient volumes and, even upon the lifting of such bans and restrictions, patients may be reluctant to undertake certain medical procedures and our tenants may institute social distancing measures, each of which may cause our tenants to experience decreased patient volumes for an extended period of time.

The COVID-19 pandemic has also caused historically high unemployment rates in the United States. Many unemployed workers have also lost their employer-based health insurance, which is a primary payor for our tenants. Even though our tenants have been able to operate during most of the pandemic, the extraordinarily high levels of U.S. unemployment and loss of health insurance may cause people to cancel or delay medical procedures, and it is unclear when, if ever, these workers will be able to regain employment or private health insurance. An extended period of high unemployment and loss of benefits could materially adversely affect our tenants’ businesses and thus our ability to collect rent from our tenants.

At the onset of the outbreak, we began working with certain of our tenants that were experiencing significant disruptions in their businesses to help them navigate these uncertain times, including assisting them in applying for government financial relief and, in certain limited circumstances, entering into rent deferral agreements. The aggregate amount of such rent deferrals equaled $1.1 million and, as of September 30, 2020, we have collected $0.6 million of this amount. Because the extent of the impact of COVID-19 on the Company’s tenants will depend on future developments, including a resurgence of COVID-19, there can be no assurance that the Company’s tenants will be able to continue to meet the requirements of these agreements, or that these tenants, or other tenants, may not seek additional relief in the future.

●

~~Changes in third party reimbursement methods and policies~~. Even prior to the COVID-19 pandemic, the price of healthcare services was increasing, and we believed that third-party payors, such as Medicare and commercial insurance companies, would continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans. Additionally, many employer-based insurance plans were continuing to increase the percentage of insurance premiums for which covered individuals are responsible. We expect these trends will only be exacerbated by the COVID-19 pandemic, as federal and state budgets are likely to be under tremendous stress due to the pandemic and private insurers are likely to incur substantial losses due to COVID-19-related claims and the downturn in the financial and credit markets. If these trends continue, our tenants’ businesses will continue to be negatively affected, which may impact their ability to pay rent to us.

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~~Prior to the COVID-19 pandemic, we believed~~ the following trends may positively impact our results of operations:

●

Growing healthcare expenditures. According to the U.S. Department of Health and Human Services, overall healthcare expenditures are expected to grow at an average rate of 5.5% per year through 2027. We believe the long-term growth in healthcare expenditures will help maintain or increase the value of our healthcare real estate portfolio.

●

An aging population. According to the 2010 U.S. Census, the segment of the population consisting of people 65 years or older comprise the fastest growing segment of the overall U.S. population. We believe this segment of the U.S. population will utilize many of the services provided at our healthcare facilities such as orthopedics, cardiac, gastroenterology and rehabilitation.

●

A continuing shift towards outpatient care. According to the American Hospital Association, patients are demanding more outpatient operations. We believe this shift in patient preference from inpatient to outpatient facilities will benefit our tenants as most of our properties consist of outpatient facilities.

●

Physician practice group and hospital consolidation. We believe the trend towards physician group consolidation will serve to strengthen the credit quality of our tenants if our tenants merge or are consolidated with larger health systems.

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We believe the ~~COVID-19 pandemic, it is unclear whether the above-listed positive trends will be reinstated or, if so, how such~~following trends may ~~be affected by the long-term effects~~negatively impact our results of ~~the COVID-19 pandemic.~~operations:

~~Qualification as a REIT~~

We elected to be taxed as REIT commencing with our taxable year ended December 31, 2016. Subject to a number of significant exceptions, a corporation that qualifies as a REIT generally is not subject to U.S. federal corporate income taxes on income and gains that it distributes to its stockholders, thereby reducing its corporate-level taxes. In order to qualify as a REIT, a substantial percentage of our assets must be qualifying real estate assets and a substantial percentage of our income must be rental revenue from real property or interest on mortgage loans. We believe that we have organized and have operated in such a manner as to qualify for taxation as a REIT, and we intend to continue to operate in such a manner. However, we cannot provide assurances that we will continue to operate in a manner so as to qualify or remain qualified as a REIT.

●

Increased competition for acquisition opportunities. We face increased competition for our target asset classes from both private funds and other public REITs. Medical office properties have proven to be a resilient asset class during the COVID-19 pandemic as many tenants of such properties continued to pay rent during the pandemic, which was not the case for many other types of commercial real estate. Given the resiliency of medical office buildings, many real estate funds are now competing for acquisition opportunities in medical real estate, which will cause a decrease in overall capitalization rates and make it more difficult for us to locate acquisition opportunities that meet our investment and return criteria.

●

Continuation of the COVID-19 pandemic – Although COVID-19 vaccines are currently being distributed and administered in the U.S., it is unclear when or if the COVID-19 pandemic will subside and the U.S. economy will recover. Although many of our tenants are continuing to operate during the pandemic, it is unclear when/if our tenants will return to pre-COVID-19 patient volumes. Although we do not believe the current state of the COVID-19 pandemic will negatively affect our ability to collect rents in the near term, a prolonged pandemic or resurgence of COVID-19, including any related variants of the COVID-19 virus such as the Delta variant, or others, could put additional strain on our tenants and could affect their ability to pay rents to us.

●

Changes in third party reimbursement methods and policies. Even prior to the COVID-19 pandemic, the price of healthcare services was increasing, and we believed that third-party payors, such as Medicare and commercial insurance companies, would continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans. Additionally, many employer-based insurance plans were continuing to increase the percentage of insurance premiums for which covered individuals are responsible. We expect these trends will only be exacerbated by the COVID-19 pandemic, as federal and state budgets are likely to be under tremendous stress due to the pandemic, which could affect government-sponsored insurance plans. If these trends continue, our tenants’ businesses will continue to be negatively affected, which may impact their ability to pay rent to us.

Critical Accounting Policy

The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the Commission on March ~~9, 2020,~~8, 2021, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.

Consolidated Results of Operations

The major factors that resulted in variances in our results of operations for each revenue and expense category for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the same ~~periods~~period in ~~2019~~2020 were ~~(i)~~ the increase in the size of our property portfolio and ~~(ii) expenses related to the Internalization.~~our management internalization transaction that was completed in July 2020. Our total investments in real estate, net of accumulated depreciation and amortization, was ~~$977.5 million~~$1.1 billion and ~~$781.7~~$922.9 million as of ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

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Three Months Ended ~~September~~June 30, ~~2020~~2021 Compared to Three Months Ended ~~September~~June 30, ~~2019~~2020


	Three Months Ended September 30,						Three Months Ended June 30,
	2020		2019		$ Change		2021		2020		$ Change

	(in thousands)						(in thousands)
Revenue
Rental revenue	$	25,055	$	18,117	$	6,938	$	28,200	$	22,036	$	6,164
Other income		42		78		(36)		61		19		42
Total revenue		25,097		18,195		6,902		28,261		22,055		6,206

Expenses
General and administrative		4,027		1,681		2,346		4,285		1,643		2,642
Operating expenses		3,619		1,362		2,257		3,303		2,336		967
Management fees – related party		—		1,621		(1,621)		—		2,021		(2,021)
Depreciation expense		6,954		5,006		1,948		8,292		6,593		1,699
Amortization expense		2,563		1,500		1,063		3,135		2,348		787
Interest expense		4,864		4,549		315		5,020		4,375		645
Management internalization expense		12,580		—		12,580		—		920		(920)
Preacquisition expense		70		168		(98)		62		147		(85)
Total expenses		34,677		15,887		18,790		24,097		20,383		3,714
Net (loss) income	$	(9,580)	$	2,308	$	(11,888)
Net income							$	4,164	$	1,672	$	2,492

Revenue

Total Revenue

Total revenue for the three months ended ~~September~~June 30, ~~2020~~2021 was ~~$25.1~~$28.3 million, compared to ~~$18.2~~$22.1 million for the same period in ~~2019,~~2020, an increase of ~~$6.9~~$6.2 million. The increase was primarily the result of rental revenue earned from the facilities that we acquired ~~subsequent to September~~after June 30, ~~2019,~~2020, as well as from the recognition of a full three months of rental revenue in ~~2020~~2021 from acquisitions that were completed during the three months ended ~~September~~June 30, ~~2019. Additionally, $3.9~~2020. Within that increase, $2.4 million in revenue was recognized from net lease expense recoveries during the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$1.2~~$1.9 million for the same period in ~~2019.~~2020. Additionally, total revenue for the three months ended June 30, 2020 reflected the recognition of reserves for approximately $1.0 million of rent, including approximately $0.4 million of deferred rent, primarily related to one tenant.

Expenses

General and Administrative

General and administrative expenses for the three months ended ~~September~~June 30, ~~2020~~2021 were ~~$4.0~~$4.3 million, compared to ~~$1.7~~$1.6 million for the same period in ~~2019,~~2020, an increase of ~~$2.3~~$2.7 million. The increase was primarily driven by ~~the impact of the Internalization and~~ our recognition of ~~$1.7 million of compensation related~~compensation-related costs and other administrative expenses that prior to the ~~Internalization~~management internalization transaction were the obligation of our ~~Former Advisor.~~former advisor. In addition, ~~reflecting the impact of long-term incentive plan (“LTIP”) unit grants made in connection with the Internalization,~~ this increase was ~~also~~ due to an increase in non-cash LTIP compensation expense, which was $1.6 million for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to $0.9 million for the same period in ~~2019.~~2020.

Operating Expenses

Operating expenses for the three months ended ~~September~~June 30, ~~2020~~2021 were ~~$3.6~~$3.3 million, compared to ~~$1.4~~$2.3 million for the same period in ~~2019,~~2020, an increase of ~~$2.2~~$1.0 million. The increase resulted primarily from ~~$3.9~~$2.4 million of ~~reimbursable~~recoverable property operating expenses incurred during the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$1.2~~$1.9 million for the same period in ~~2019, and~~2020. In addition, our operating expenses included $0.5 million of ~~expense~~property operating expenses from ~~properties that include tenants with~~ gross ~~leases.~~leases for the three months ended June 30, 2021, compared to $0.2 million for the same period in 2020.

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Management Fee Expense – related party

As a result of the ~~Internalization,~~completion of the management internalization transaction, we incurred no management fee expense for the three months ended ~~September~~June 30, ~~2020.~~2021. Management fee expense was ~~$1.6~~$2.0 million for the three months ended ~~September~~June 30, ~~2019,~~2020 and was calculated based on our stockholders’ equity balance.

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Depreciation Expense

Depreciation expense for the three months ended ~~September~~June 30, ~~2020~~2021 was ~~$7.0~~$8.3 million, compared to ~~$5.0~~$6.6 million for the same period in ~~2019,~~2020, an increase of ~~$2.0~~$1.7 million. The increase resulted primarily from depreciation expense incurred on the facilities that we acquired ~~subsequent to September~~after June 30, ~~2019,~~2020, as well as from the recognition of a full three months of depreciation expense in ~~2020~~2021 from ~~acquisitions that were completed~~intangible assets recorded during the three months ended ~~September~~June 30, ~~2019.~~2020.

Amortization Expense

Amortization expense for the three months ended ~~September~~June 30, ~~2020~~2021 was ~~$2.6~~$3.1 million, compared to ~~$1.5~~$2.3 million for the same period in ~~2019,~~2020, an increase of ~~$1.1~~$0.8 million. The increase resulted primarily from amortization expense incurred on intangible assets acquired ~~subsequent September~~after June 30, ~~2019,~~2020, as well as from the recognition of a full three months of amortization expense in ~~2020~~2021 from intangible assets recorded during the three months ended ~~September~~June 30, ~~2019.~~2020.

Interest Expense

Interest expense for the three months ended ~~September~~June 30, ~~2020~~2021 was ~~$4.9~~$5.0 million, compared to ~~$4.5~~$4.4 million for the same period in ~~2019,~~2020, an increase of ~~$0.4~~$0.6 million. This increase was ~~primarily~~ due to higher average borrowings during the three months ended ~~September~~June 30, ~~2020,~~2021, compared to the same period last year, the proceeds of which were used to partially finance our property acquisitions during that time period.

The weighted average interest rate of our debt for the three months ended ~~September~~June 30, ~~2020~~2021 was ~~3.32%.~~3.17% compared to 3.38% for the three months ended June 30, 2020. Additionally, the weighted average interest rate and term of our debt was ~~3.34%~~3.09% and ~~3.06~~4.71 years at ~~September~~June 30, ~~2020.~~2021.

Management Internalization Expense

~~Management~~As a result of the completion of the management internalization transaction, we had no management internalization expense for the three months ended ~~September~~June 30, ~~2020~~2021. Management internalization expense was ~~$12.6~~$0.9 million for the three months ended June 30, 2020.

Net Income

Net income for the three months ended June 30, 2021 was $4.2 million, compared to ~~zero~~$1.7 million for the same period in ~~2019. This expense represents a one-time expense~~2020, an increase of ~~$12.1 million related to the settlement of a preexisting contractual relationship and $0.5 million of professional fees associated with the Internalization.~~$2.5 million.

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~~Net (Loss) Income~~Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020


	Six Months Ended June 30,
	2021		2020		$ Change

	(in thousands)
Revenue
Rental revenue	$	55,525	$	43,569	$	11,956
Other income		85		135		(50)
Total revenue		55,610		43,704		11,906

Expenses
General and administrative		8,667		3,482		5,185
Operating expenses		6,991		4,639		2,352
Management fees – related party		—		4,024		(4,024)
Depreciation expense		16,140		12,429		3,711
Amortization expense		6,140		4,269		1,871
Interest expense		10,057		8,752		1,305
Management internalization expense		—		1,424		(1,424)
Preacquisition expense		128		196		(68)
Total expenses		48,123		39,215		8,908
Net (loss) income	$	7,487	$	4,489	$	2,998

~~Net loss~~Revenue

Total Revenue

Total revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$(9.6)~~$55.6 million, compared to ~~net income of $2.3~~$43.7 million for the same period in ~~2019, a decrease~~2020, an increase of $11.9 million. The ~~decrease resulted primarily from the recognition of $12.6 million of management internalization expense and the~~ increase ~~in expenses for the current three-month period, partially offset from an increase in rental revenue over the period.~~

~~Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019~~

Nine Months Ended September 30,

2020

2019

$ Change

(in thousands)

Revenue









Rental revenue

$
68,623

$
50,093

$
18,530
Other income

178

182

(4)
Total revenue

68,801

50,275

18,526

Expenses






General and administrative

7,509

4,928

2,581
Operating expenses

8,256

3,826

4,430
Management fees – related party

4,024

4,539

(515)
Depreciation expense

19,383

13,481

5,902
Amortization expense

6,832

3,757

3,075
Interest expense

13,616

12,707

909
Management internalization expense

14,005

—

14,005
Preacquisition expense

267

224

43
Total expenses

73,892

43,462

30,430
Net (loss) income

$
(5,091)

$
6,813

$
(11,904)

~~Revenue~~

~~Total Revenue~~

~~Total revenue for the nine months ended September 30, 2020 was $68.8 million, compared to $50.3 million for the same period in 2019, an increase of $18.5 million. The increase was~~is primarily the result of rental revenue earned from the facilities we acquired subsequent to ~~September~~June 30, ~~2019,~~2020, as well as from the recognition of a full ~~nine~~six months of rental revenue in ~~2020~~2021 from acquisitions that were completed during the ~~nine~~six months ended ~~September~~June 30, ~~2019. Additionally, $7.7~~2020. Within that increase, $5.3 million in revenue was recognized from net lease expense recoveries during the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~$3.6~~$3.8 million for the same period in ~~2019. The increase was partially offset by~~2020. Additionally, total revenue for the six months ended June 30, 2020 reflected the recognition of reserves for approximately ~~$1.1~~$1.0 million of rent, including approximately $0.4 million of deferred rent, ~~that was~~ primarily related to one tenant.

Expenses

General and Administrative

General and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 were ~~$7.5~~$8.7 million, compared to ~~$4.9~~$3.5 million for the same period in ~~2019,~~2020, an increase of ~~$2.6~~$5.2 million. The increase was primarily driven by ~~the impact of the Internalization and~~ our recognition of ~~compensation related~~compensation-related costs and other administrative expenses that prior to the ~~Internalization~~management internalization transaction were the obligation of our ~~Former Advisor.~~former advisor. In addition, ~~reflecting the impact of LTIP unit grants made in connection with the Internalization,~~ this increase was ~~also~~ due to an increase in non-cash LTIP compensation expense, which was ~~$3.4~~$3.3 million for the ~~nine~~six months ended ~~September~~June 30, 2020, compared to ~~$2.5~~$1.8 million for the same period in ~~2019.~~2020.

Operating Expenses

Operating expenses for the ~~nine~~six months ended ~~September~~June 30, 2021 were $7.0 million, compared to $4.6 million for the same period in 2020, ~~were $8.3~~an increase of $2.4 million. The increase results from $5.3 million of reimbursable property operating expenses incurred during the six months ended June 30, 2021, compared to $3.8 million for the same period in ~~2019, an increase of $4.5 million. The increase results from $7.7~~2020. In addition, our operating expenses included $1.0 million of ~~reimbursable~~ property operating expenses ~~incurred~~from gross leases for the six months ended June 30, 2021, compared to $0.4 million for the same period in 2020.

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~~during the nine months ended September 30, 2020, compared to $3.6 million for the same period in 2019, and $1.2 million of expense from properties that include tenants with gross leases.~~

Management Fees Expense -– related party

~~Management fee expense for the nine months ended September 30, 2020 was $4.0 million, compared to $4.5 million for the same period in 2019, a decrease of $0.5 million.~~

As a result of the ~~Internalization,~~completion of the management internalization transaction, we incurred no management fee expense ~~was incurred~~ for the ~~first~~ six months ofended June 30, 2021. Management fee expense was $4.0 million for the ~~current nine-month period compared to a full nine~~six months ~~during the same period in 2019. This fee~~ended June 30, 2020 and was calculated based on our stockholders’ equity balance.

Depreciation Expense

Depreciation expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$19.4~~$16.1 million, compared to ~~$13.5~~$12.4 million for the same period in ~~2019,~~2020, an increase of ~~$5.9~~$3.7 million. The increase results primarily from depreciation expense incurred on the facilities we acquired subsequent to ~~September~~June 30, ~~2019,~~2020, as well as from the recognition of a full ~~nine~~six months of depreciation expense in ~~2020~~2021 from acquisitions that were completed during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

Amortization Expense

Amortization expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$6.8~~$6.1 million, compared to ~~$3.8~~$4.3 million for the same period in ~~2019,~~2020, an increase of ~~$3.0~~$1.8 million. The increase results primarily from amortization expense incurred on intangible assets recorded subsequent to ~~September~~June 30, ~~2019,~~2020, as well as from the recognition of a full ~~nine~~six months of amortization expense in ~~2020~~2021 from intangible assets recorded during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

Interest Expense

Interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$13.6~~$10.1 million, compared to ~~$12.7~~$8.8 million for the same period in ~~2019,~~2020, an increase of ~~$0.9~~$1.3 million. This increase was primarily due to higher average borrowings during the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, compared to the same period last year, the proceeds of which were used to ~~partially~~ finance our property acquisitions during that time period.

The weighted average interest rate of our debt for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~3.48%.~~3.16% compared to 3.58% for the six months ended June 30, 2020. Additionally, the weighted average interest rate and term of our debt was ~~3.34%~~3.09% and ~~3.06~~4.71 years at ~~September~~June 30, ~~2020.~~2021.

Management Internalization Expense

~~Management~~

As a result of the completion of the management internalization transaction, we had no management internalization expense for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021. Management internalization expense was ~~$14.0~~$1.4 million for the six months ended June 30, 2020.

Net Income

Net income for the six months ended June 30, 2021 was $7.5 million, compared to zero for the same period in 2019. This expense represents a one-time expense of $12.1 million related to the settlement of a preexisting contractual relationship and $1.9 million of professional fees associated with the Internalization.

~~Net (Loss) Income~~

~~Net loss for the nine months ended September 30, 2020 was $(5.1) million compared to net income of $6.8~~$4.5 million for the same period in 2019, a decrease of $11.9 million. The decrease resulted primarily from the recognition of $14.0 million of management internalization expense and the increase in expenses for the current nine-month period, partially offset from2020, an increase ~~in rental revenue over the period.~~of $3.0 million.

Assets and Liabilities

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our principal assets consisted of investments in real estate, net, of ~~$977.5 million~~$1.1 billion and ~~$849.0 million,~~$1.0 billion, respectively. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of ~~$7.3~~$12.4 million and ~~$7.2~~$10.8 million, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The increase in our investments in real estate, net, to ~~$977.5 million~~$1.1 billion as of ~~September~~June 30, ~~2020~~2021 compared to ~~$849.0 million~~$1.0 billion as of December 31, ~~2019,~~2020, was the result of the 1011 acquisitions that we completed during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

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The increase in our cash and cash equivalents and restricted cash balances to ~~$7.3~~$12.4 million as of ~~September~~June 30, ~~2020,~~2021, compared to ~~$7.2~~$10.8 million as of December 31, ~~2019,~~2020, was primarily due to ~~cash inflows from net borrowings on our Credit Facility and additional borrowings, and~~ net proceeds received from common equity ~~offerings. These~~offerings and net cash provided by operating activities. Cash inflows were partially offset by funds used to acquire real estate, paydown debt, pay debt issuance costs related to the ~~Internalization consideration,~~Credit Facility, and pay dividends ~~paid~~ to our common and preferred ~~stockholders.~~stockholders and OP Unit and LTIP Unit holders of our Operating Partnership.

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The ~~increase~~decrease in our total liabilities to ~~$576.3~~$562.7 million as of ~~September~~June 30, ~~2020~~2021 compared to ~~$424.6~~$643.1 million as of December 31, ~~2019,~~2020, was primarily the result of ~~higher~~debt repayments during 2021 and the resulting lower net borrowings outstanding from our Credit Facility during the current period, additional borrowings related to acquisitions, an increase in our derivative liability balance, and an increase in our acquired lease intangible liability balance.outstanding.

Liquidity and Capital Resources

General

Our short-term liquidity requirements include:

●

Interest expense and scheduled principal payments on outstanding ~~indebtedness;~~indebtedness, which includes a near term (under one year) debt maturity of $7.0 million;

●

General and administrative expenses;

●

Operating expenses; and

●

Property acquisitions and tenant improvements.

In addition, we require funds for future distributions expected to be paid to our common and preferred stockholders and OP Unit and LTIP Unit holders in our Operating Partnership.

~~As of October 31, 2020, we had cash balances and available capacity under our Credit Facility of approximately $112 million.~~ Our primary sources of cash include rent and reimbursements we collect from our tenants, borrowings under our Credit Facility, secured term loans, and net proceeds received from equity ~~issuances (including OP Unit transactions), and select~~issuances. In addition, we may generate cash from property dispositions.

Assuming our current level of COVID-19-related rent deferrals, we believe we will be able to satisfy our short-term liquidity requirements through our existing cash and cash equivalents and cash flow from operations. In order to continue acquiring healthcare properties, we will need to continue to have access to debt and equity financing.

We are subject to a number of financial covenants under our Credit Facility, including, among other things, (i) a maximum consolidated leverage ratio as of the end of each fiscal quarter of less than 0.60:1.00, (ii) a minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum net worth of $203.8 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2018 and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. Additionally, beginning at the end of fourth quarter of 2020, our distributions to common stockholders will be limited to an amount equal to 95% of our AFFO (our AFFO payout ratio). As of September 30, 2020, we were in compliance with all of the financial covenants contained in the Credit Facility, and we do not believe our current level of COVID-19-related rent deferrals affect our ability to comply with such covenants. However, if the amounts of our rent deferrals exceed our expectations or our tenants default on their rent deferral agreements with us, our ability to satisfy our Credit Facility covenants may be adversely affected.

We have entered into six interest rate swaps with four counterparties to hedge the LIBOR component of our interest rate risk related to the Term Loan. Together, these swaps fix the LIBOR component of the entire $350 million term loan on a weighted average basis at 1.91%. An aggregate of $200 million of the swaps mature in August 2024 and an additional $150 million matures in August 2023.

In July 2017, the FCA that regulates LIBOR announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the ARRC which identified the SOFR as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. The Credit Facility provides that, on or about the LIBOR cessation date (subject to an early opt-in election), LIBOR shall be replaced as a benchmark rate in the Credit Facility with a new benchmark rate to be agreed upon by the Company and BMO, with such adjustments to cause the new benchmark rate to be economically equivalent to LIBOR. We are not able to predict when LIBOR will cease to be available or when there will be enough liquidity in the SOFR markets.

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Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, and distributions. We expect to satisfy our short and long-term liquidity needs through various sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and joint venture transactions.

Equity Issuances

During the six months ended June 30, 2021, we generated gross proceeds of $86.6 million through ATM equity issuances of 6.1 million shares of our common stock at an average offering price of $14.29 per share. As of August 2, 2021, we had $23 million remaining under the 2020 ATM Program.

Debt Financing

Credit Facility. As described in “Debt Activity,” the Credit Facility consists of a $350 million Term Loan and a $400 million Revolver. The Credit Facility also contains a $500 million accordion. As of August 2, 2021, we had unutilized borrowing capacity under the Revolver of approximately $265 million.

The Credit Facility is an unsecured facility with a term of four years for the Revolver (subject to two, six-month extension options) and a term of five years for the Term Loan. The Credit Facility also contains the following interest rate pricing grid:


	Revolver LIBOR Margin		Term Loan LIBOR Margin
Leverage Based Pricing	Current	Prior	Current	Prior
< 40%	1.25%	N/A	1.20%	N/A
> 40% and < 45%	1.35%	1.40%	1.30%	1.35%
> 45% and < 50%	1.50%	1.65%	1.45%	1.60%
> 50 % and < 55%	1.75%	1.90%	1.70%	1.85%
> 55%	2.00%	2.15%	1.95%	2.10%

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We are subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of $345 million plus 75% of all net proceeds raised through equity offerings subsequent to December 31, 2020. As of August 2, 2021, management believed it was in compliance with all of the financial and non-financial covenants contained in the Credit Facility.

Hedging Instruments. We have six interest rate swaps with a total notional amount of $350 million that are used to manage our interest rate risk and fix the LIBOR component on the Term Loan. An aggregate of $150 million of the swaps mature in August 2023 and the remaining $200 million mature in August 2024. In addition, we have five forward starting interest rate swaps that will be effective on the maturity dates of the existing interest rate swaps. The forward starting swaps each have a maturity date of April 2026 and will fix the LIBOR component on the Term Loan through its maturity. Currently, the interest rate swaps fix the LIBOR component of the Term Loan at a rate of 1.91% through August 2023. Subsequently, from August 2023 to August 2024 the LIBOR component of the Term Loan rate will be fixed at 1.61%. Finally, from August 2024 to April 2026 the LIBOR component of the Term Loan rate will be fixed at 1.45%.

LIBOR Transition.On March 5, 2021, the FCA announced that USD LIBOR will no longer be published after June 30, 2023. This announcement has several implications, including setting the spread that may be used to automatically convert contracts from LIBOR to SOFR. Additionally, banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021. The Company anticipates that LIBOR will continue to be available at least until June 30, 2023.The Credit Facility provides that, on or about the LIBOR cessation date (subject to an early opt-in election), LIBOR shall be replaced as a benchmark rate in the Credit Facility with a new benchmark rate, with such adjustments as set forth in the Credit Facility. We are not able to predict when LIBOR will cease to be available or when there will be enough liquidity in the SOFR markets.

Cash Flow Information

Net cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$18.4~~$33.1 million, compared ~~with $26.7~~to $23.9 million for the same period in ~~2019.~~2020. The ~~decrease~~increase during the ~~2020~~2021 period was primarily due to ~~the~~ net ~~loss~~income as well as increases in depreciation and amortization expenses for the ~~nine-month period. The net loss was primarily the result of a one-time expense of $12.1 million related~~six months ended June 30, 2021 compared to the ~~settlement of a preexisting contractual relationship.~~same period in 2020.

Net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$141.6~~$116.0 million, compared ~~with $182.7~~to $76.0 million for the same period in ~~2019.~~2020. The ~~decrease~~increase during the ~~2020~~2021 period was primarily the result of ~~less~~greater real estate investment activity in the ~~2020~~2021 period compared to the same period in ~~2019, partially offset by cash paid during the current nine-month period to acquire our Former Advisor in connection with the Internalization.~~2020.

Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$123.3~~$84.5 million, compared ~~with $157.0~~to $58.2 million for the same period in ~~2019.~~2020. The ~~decrease~~increase during the ~~2020~~2021 period was primarily due to ~~the fact that the current period had lower~~ net proceeds received from our common ~~equity~~stock offerings, partially offset by net repayments on the Credit Facility, the payment of debt issuance costs related to the Credit Facility, and higher dividends paid to our common ~~stockholders, partially offset by higher net borrowings on the Credit Facility, and additional borrowings.~~

~~Common Stock Dividends~~

~~Common stock dividend activity for the nine months ended September 30, 2020 is summarized in the following table:~~

Applicable



Dividend

Dividends
Date Announced

Record Date

Quarter

Payment Date

Amount⁽¹⁾

per Share
December 13, 2019

December 26, 2019

Q4 2019

January 9, 2020

$
9,541

$
0.20
March 4, 2020

March 25, 2020

Q1 2020

April 9, 2020

$
9,610

$
0.20
June 12, 2020

June 25, 2020

Q2 2020

July 9, 2020

$
9,861

$
0.20
September 3, 2020

September 24, 2020

Q3 2020

October 8, 2020

$
10,357

$
0.20

⁽¹⁾	~~Includes distributions on granted LTIP Units and OP Units.~~

During the nine months ended September 30, 2020 and 2019, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $29.6 million and $21.2 million, respectively.

~~Preferred Stock Dividends~~

The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). Dividends on the Series A Preferred Stock will be cumulative and will accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board.

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The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the nine-month periods ended September 30, 2020 and 2019, the Company paid preferred dividends of $4.4 million.stockholders.

Non-GAAP Financial Measures

Funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO and AFFO to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.

In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures. The Company did not record any adjustments for unconsolidated partnerships and joint ventures during the three or ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to

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operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

AFFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates AFFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include ~~management internalization costs (including a one-time expense related to the settlement of a preexisting contractual relationship),~~ recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, recurring lease commissions, management internalization costs, and other items.

Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. The Company’s FFO and AFFO computations may not be comparable to FFO and AFFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, that interpret the NAREIT definition differently than the Company does, or that compute FFO and AFFO in a different manner.

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A reconciliation of FFO and AFFO for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020

	(unaudited, in thousands except per share amounts)								(unaudited, in thousands except per share and unit amounts)

Net (loss) income	$	(9,580)	$	2,308	$	(5,091)	$	6,813
Net income									$	4,164	$	1,672	$	7,487	$	4,489
Less: Preferred stock dividends		(1,455)		(1,455)		(4,366)		(4,366)		(1,455)		(1,455)		(2,911)		(2,911)
Depreciation and amortization expense		9,517		6,506		26,215		17,238		11,399		8,941		22,225		16,698
FFO	$	(1,518)	$	7,359	$	16,758	$	19,685	$	14,108	$	9,158	$	26,801	$	18,276
Internalization expense - settlement of a preexisting contractual relationship		12,094		—		12,094		—
Internalization expense - other transaction costs		486		—		1,911		—
Amortization of above market leases, net		69		229		472		634		85		157		145		403
Straight line deferred rental revenue		(1,520)		(1,476)		(4,336)		(4,314)		(1,374)		(1,259)		(2,778)		(2,816)
Stock-based compensation expense		1,572		868		3,391		2,493		1,612		897		3,327		1,819
Amortization of debt issuance costs and other		396		350		1,030		1,000		505		319		930		634
Management internalization expense										—		920		—		1,424
Preacquisition expense		70		168		267		223		62		147		128		196
AFFO	$	11,649	$	7,498	$	31,587	$	19,721	$	14,998	$	10,339	$	28,553	$	19,936

Net (loss) income attributable to common stockholders per share – basic and diluted	$	(0.22)	$	0.02	$	(0.19)	$	0.07
Net income attributable to common stockholders per share – basic and diluted									$	0.04	$	—	$	0.08	$	0.03
FFO per share and unit	$	(0.03)	$	0.19	$	0.34	$	0.54	$	0.22	$	0.19	$	0.44	$	0.38
AFFO per share and unit	$	0.23	$	0.19	$	0.65	$	0.54	$	0.23	$	0.21	$	0.47	$	0.41

Weighted Average Shares and Units Outstanding – basic and diluted		50,233		39,449		48,896		36,395		65,113		48,515		60,705		48,169

Weighted Average Shares and Units Outstanding:
Weighted Average Common Shares		46,908		35,512		45,503		32,514		61,194		45,404		56,956		44,793
Weighted Average OP Units		1,958		3,143		2,250		3,144		1,753		2,023		1,759		2,398
Weighted Average LTIP Units		1,367		794		1,143		737		2,166		1,088		1,990		978
Weighted Average Shares and Units Outstanding – basic and diluted		50,233		39,449		48,896		36,395		65,113		48,515		60,705		48,169

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have (i) any obligation arising under a guarantee contract, derivative

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instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Inflation

Historically, inflation has had a minimal impact on the operating performance of our healthcare facilities. Many of our triple-net lease agreements contain provisions designed to mitigate the adverse impact of inflation. These provisions include clauses that enable us to receive payment of increased rent pursuant to escalation clauses which generally increase rental rates during the terms of the leases. These escalation clauses often provide for fixed rent increases or indexed escalations (based upon the CPI or other measures). However, some of these contractual rent increases may be less than the actual rate of inflation. Most of our triple-net lease agreements require the tenant-operator to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance. This requirement reduces our exposure to increases in these costs and operating expenses resulting from inflation.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business and investment objectives, we expect that the primary market risk to which we will be exposed is interest rate risk.

We may be exposed to the effects of interest rate changes primarily as a result of debt used to acquire healthcare facilities, including borrowings under the Credit Facility. The analysis below presents the sensitivity of the ~~market~~ value of our variable rate financial ~~instruments~~obligations to selected changes in market interest rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.

As of ~~September~~June 30, ~~2020,~~2021, we had ~~$108.2~~$101.1 million of unhedged floating-rate borrowings outstanding ~~under the Revolver~~ (before the netting of unamortized debt issuance costs) that bears interest at a variable rate. See the “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources” for a detailed discussion of our Credit Facility.. At ~~September~~June 30, ~~2020,~~2021, LIBOR on our outstanding floating-rate borrowings was ~~0.18%~~0.11%. Assuming no increase in the amount of our ~~variable interest rate~~floating-rate debt, if LIBOR increased 100 basis points, our cash flow would decrease by approximately ~~$1.1~~$1.0 million annually. Assuming no increase in the amount of our ~~variable rate~~floating-rate debt, if LIBOR were reduced 100 basis points, our cash flow would increase by approximately ~~$1.1~~$1.0 million annually.

Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or ~~variable~~floating rates. ~~As of September 30, 2020, in total we had entered into~~We have six interest rate swaps with ~~four counterparties~~a total notional amount of $350 million that are used to ~~hedge the LIBOR component of~~manage our interest rate risk ~~related to~~and fix the LIBOR component on the Term Loan. ~~Together, these~~An aggregate of $150 million of the swaps mature in August 2023 and the remaining $200 million mature in August 2024. In addition, we have five forward starting interest rate swaps that will be effective on the maturity dates of the existing interest rate swaps. The forward starting swaps each have a maturity date of April 2026 and will fix the LIBOR component on the Term Loan through its maturity. Currently, the interest rate swaps fix the LIBOR component of the ~~entire $350 million~~ Term Loan onat a ~~weighted average basis~~rate of 1.91% through August 2023. Subsequently, from August 2023 to August 2024 the LIBOR component of the Term Loan rate will be fixed at ~~1.91%~~1.61%. ~~See Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for further details on our interest~~Finally, from August 2024 to April 2026 the LIBOR component of the Term Loan rate ~~swaps.~~ will be fixed at 1.45%.

We may enter into additional derivative financial instruments, including interest rate swaps and caps, in order to mitigate our interest rate risk on our future borrowings. We will not enter into derivative transactions for speculative purposes.

In addition to changes in interest rates, the value of our investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants/operators and borrowers, which may affect our ability to refinance our debt if necessary.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely

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decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of ~~September~~June 30, ~~2020~~2021 pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

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Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our financial condition or results of operations. From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. There can be no assurance that these matters that arise in the future, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period.

Item 1A. Risk Factors

~~Risks Related to Our Business~~

~~Our and our tenants’ businesses have been and may continue to be materially and adversely affected by~~During the ~~ongoing COVID-19 pandemic.~~

In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a pandemic. This outbreak, which has spread widely throughout the U.S. and nearly all other regions of the world, prompted federal, state and local governmental authorities in the U.S. to declare states of emergency and institute preventative measures to contain and/or mitigate the public health effects of COVID-19. These preventative measures, which include quarantines, shelter-in-place orders and similar mandates that substantially restricted daily activities for many individuals, as well as orders calling for the closure and/or curtailment of operations for many businesses, have caused and continue to cause significant disruption to businesses in affected areas, as well as the financial markets both globally and in the U.S. Although many of these restrictions have been lifted, a resurgence of COVID-19 has caused and could cause governmental authorities to reimplement preventive measures. For example, certain localities, such as El Paso, Lubbock and Amarillo, Texas, have already reinstituted bans on elective surgeries due to a resurgence in COVID-19. Reinstitution of COVID-19-related restrictions could cause additional significant disruptions to businesses and global and U.S. financial markets.

~~Effect of the COVID-19 Pandemic on Our Operations~~

~~In response~~three months ended June 30, 2021, there were no material changes to the COVID-19 pandemic and measures taken by applicable governmental authorities, we have been encouraging all of our employees at our corporate office to work remotely until further notice. While we believe these measures are advisable andrisk factors that were disclosed in the best interests of our employees and communities, such measures, in combination with other factors, have caused disruptions to our normal operations and may continue to do so during the pendency of such measures. Additionally, certain of our service providers have instituted or may institute similar preventative measures, which could result in reductions in the availability, capacity and/or efficiency of the services upon which we depend for our operations. Further, in the event any of our employees, and/or employees of our service providers, contract COVID-19 or are otherwise compelled to self-quarantine, we may experience shortages in labor and services that we require for our operations. Also, remote work arrangements may increase the risk of cybersecurity incidents, data breaches or cyber-attacks, which could have a material adverse effect on our business and results of operations, due to, among other things, the loss of proprietary data, interruptions or delays in the operation of our business and damage to our reputation.

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~~Effect of COVID-19 Pandemic on Our and Our Tenants’ Businesses.~~

We and our tenants have been, and may continue to be, materially and adversely affected by the disruptions to U.S. and local economies that result from the COVID-19 pandemic, including due to reduced volumes at our healthcare facilities. Many states banned elective and non-urgent medical procedures during the first few months of the COVID-19 pandemic. Given that many of our tenants depend on elective and non-urgent medical procedures as a major source of revenue, the previous ban had a material adverse effect on our tenants’ businesses, and the previous ban, or a reinstitution of such ban, may continue to affect, many of our tenants’ ability to pay rent to us on a timely basis. For example, certain localities, such as El Paso, Lubbock and Amarillo, Texas, have already reinstituted bans on elective surgeries due to a resurgence in COVID-19. A reinstitution of the ban on elective medical procedures may have a material adverse effect on our and our tenants’ businesses and may lead to: (i) increased tenant rent deferrals, (ii) failure by tenants to comply with their current rent deferral agreements with us or (iii) tenant defaults. Also, even though most of these bans have currently been lifted, patients may be reluctant to undertake certain medical procedures and our tenants may institute social distancing measures, each of which may cause our tenants to experience decreased patient volumes for an extended period of time. Even with significant government financing programs available through the CARES Act, our tenants may not be eligible to participate in such programs or there may be insufficient funds available to withstand a prolonged downturn in their businesses.

The U.S. is currently experiencing historically high unemployment rates. Many of these unemployed workers have also lost their employer-based health insurance, which is a primary payor for our tenants. The extraordinarily high levels of U.S. unemployment and loss of health insurance may cause people to cancel or delay medical procedures even after the COVID-19 pandemic subsides, and it is unclear when, if ever, these workers will be able to regain employment or private health insurance. An extended period of high unemployment and loss of benefits could materially, adversely affect our tenants’ businesses and thus our ability to collect rent from our tenants.

~~Effect of the COVID-19 Pandemic on Our Access to Capital~~

The COVID-19 pandemic caused, and continues to cause, substantial volatility in U.S. and international debt and equity markets and caused, and continues to cause, significant decreases in the market prices of equity securities. Although equity security prices have generally stabilized, a resurgence of COVID-19 could cause U.S. and international debt and equity prices to fall and force liquidity constraints on our lenders, which could negatively affect our ability to access capital on commercially reasonable terms or at all.

~~Effect of the COVID-19 Pandemic on our Acquisition Pipeline~~

A resurgence of the COVID-19 pandemic could alter the market for healthcare real estate, which, in turn, could dramatically decrease our investment pipeline and cause us not to achieve our acquisition goals.

~~The declaration, amount and payment of future cash dividends are subject to uncertainty due to current market conditions.~~

All dividends will be declared at the discretion of our Board and will depend on our earnings, our financial condition, REIT distribution requirements, and other factors as our Board may deem relevant from time to time. A resurgence of the COVID-19 pandemic could adversely affect our ability to pay dividends. Our Board is under no obligation or requirement to declare a dividend distribution and will continue to assess our dividend rates on an ongoing basis, as market conditions and our financial position continue to evolve. We cannot assure you that we will achieve results that will allow us to pay dividends or that the level of dividends will be maintained to increased.

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Ultimately, the overall effects of the COVID-19 pandemic on our and our tenants’ businesses, which are highly uncertain and cannot be predicted, will depend upon future developments, including the severity of COVID-19 and the duration of the outbreak and potential resurgences; the duration of existing or future social distancing and shelter-in-place orders; further mitigation strategies taken by applicable government authorities; the availability of a vaccine, adequate testing and treatments and the prevalence of widespread immunity to COVID-19; the impacts on our tenants’ supply chain; the health of our and our tenants’ employees, service providers; and the reactions of U.S. and global markets and their effects on consumer confidence and spending. Such adverse effects, however, may include lower patient volumes or reduced revenues of our tenants, an increase in rent deferral requests, requests to extend the repayment periods for deferred rent, or a failure by our tenants to pay rent to us, which may materially impact our business, financial condition, results of operation, our ability to pay distributions on our common and preferred stock and the market prices of our common and preferred stock during the fourth quarter of 2020 and beyond, as well as our ability to satisfy the covenants in our existing and any future debt agreements, including the Credit Facility, and service our outstanding indebtedness. The impact of COVID-19 may also exacerbate other risks discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the ~~Commission~~SEC on March ~~9, 2020, any~~8, 2021 and Item 1A. Risk Factors of ~~which could have a material effect~~our Quarterly Report on ~~us.~~Form 10-Q for the quarter ended March 31, 2021, that was filed with the SEC on May 7, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~On May 28, 2021, the Company issued 20,502 shares of its common stock to The David Phuong Pham and Han Phuong Bui Trust (the “Trust”) in connection with the Trust’s redemption of 20,502 OP Units issued to it by the Operating Partnership on December 31, 2018 in connection with a contribution of certain assets to the Operating Partnership. Pursuant to the terms of the Operating Partnership’s partnership agreement, OP Units may be redeemed by the holder after a one-year holding period for either cash or shares of common stock of the Company, such form of redemption consideration to be determined at the sole discretion of the Company. The issuance of these shares of common stock was effected in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, based on the fact that the issuance was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the transaction, manner of the issuance and number of securities issued.

On June 22, 2021, the Company issued 30,000 shares of its common stock to Minnite Family, LLC (the “LLC”) in connection with the LLC’s redemption of 30,000 OP Units issued to it by the Operating Partnership on April 19, 2018 in connection with the LLC’s contribution of certain assets to the Operating Partnership. Pursuant to the terms of the Operating Partnership’s partnership agreement, OP Units may be redeemed by the holder after a one-year holding period for either cash or shares of common stock of the Company, such form of redemption consideration to be determined at the sole discretion of the Company. The issuance of these shares of common stock was effected in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended,

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based on the fact that the issuance was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the transaction, manner of the issuance and number of securities issued.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

(a)Exhibits


Exhibit No.		Description

~~2.1~~		Stock Purchase Agreement, dated July 9, 2020, by and among Global Medical REIT Inc., Zensun Enterprises Limited and Mr. Jeffrey Busch (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2020).

3.1		Articles of Restatement of Global Medical REIT Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Report on Form 10-Q as filed with the SEC on August 8, 2018).

3.2		Third Amended and Restated Bylaws of Global Medical REIT Inc., adopted as of August 13, 2019 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K as filed with the SEC on August 14, 2019).

4.1		Specimen of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A as filed with the SEC on June 15, 2016).

4.2		Specimen of 7.50% Series A Cumulative Redeemable Preferred Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 14, 2017).

10.1		~~Employment~~Second Amended and Restated Credit Agreement, dated ~~as of July 9, 2020,~~May 3, 2021, by and ~~between Jeffrey Busch~~among Global Medical REIT L.P., Global Medical REIT Inc., the certain subsidiaries from time to time party thereto as guarantors, and ~~Inter-American Management LLC~~JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and financial institutions party thereto as lenders (incorporated ~~herein~~ by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on ~~July 9, 2020)~~May 5, 2021).

10.2		~~Employment Agreement, dated as of July 9, 2020, by and between Robert Kiernan and Inter-American Management LLC (incorporated herein~~Global Medical REIT Inc. 2016 Equity Incentive Plan (as amended through May 26, 2021)(incorporated by reference to Exhibit ~~10.2~~10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on ~~July 9, 2020)~~May 28, 2021).

~~10.3~~		Employment Agreement, dated as of July 9, 2020, by and between Alfonzo Leon and Inter-American Management LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2020).

~~10.4~~		~~Severance Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2020).~~

~~10.5~~		Employment Agreement, dated December 1, 2016, by and between Allen Webb and Inter-American Management LLC (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2020).

~~10.6~~		~~Form of LTIP Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2020).~~

10.7*		Consent and Third Amendment to the Amended and Restated Credit Agreement, dated July 9, 2020, by and among Global Medical REIT L.P., Global Medical REIT Inc., the certain subsidiaries from time to time party thereto as guarantors, the lenders party thereto and BMO Harris Bank N.A., as administrative agent.

10.8*		~~Second Amended and Restated Management Agreement, dated July 9, 2020, by and between Global Medical REIT L.P., Global Medical REIT Inc. and Inter-American Management LLC.~~

31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2*		Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *		Inline XBRL Instance Document

101.SCH *		Inline XBRL Taxonomy Schema

101.CAL *		Inline XBRL Taxonomy Calculation Linkbase

101.DEF *		Inline XBRL Taxonomy Definition Linkbase

101.LAB *		Inline XBRL Taxonomy Label Linkbase

101.PRE *		Inline XBRL Taxonomy Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL ~~document)~~document and contained in Exhibit 101)

*	Filed ~~herewith~~herewith.

**	Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

~~-57-~~-51-

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		GLOBAL MEDICAL REIT INC.

Date: ~~November~~August 6, ~~2020~~2021	By:	/s/ Jeffrey M. Busch
		Jeffrey M. Busch
		Chief Executive Officer (Principal Executive Officer)


Date: ~~November~~August 6, ~~2020~~2021	By:	/s/ Robert J. Kiernan
		Robert J. Kiernan
		Chief Financial Officer (Principal Financial and Accounting Officer)

~~-58-~~-52-


	Nine Months Ended		Nine Months Ended
	September 30, 2020		September 30, 2019

	(unaudited, in thousands)

Pro forma total revenue	$	68,801	$	50,275
Pro forma net income attributable to common stockholders	$	4,469	$	3,080


					Site		Tenant		Acquired Lease		Gross Investment in
	Land		Building		Improvements		Improvements		Intangible Assets		Real Estate
Balances as of December 31, 2018	$	63,710	$	518,451	$	6,880	$	15,357	$	43,152	$	647,550
Facility Acquired – Date Acquired:
Zachary – 2/28/19		0		3,336		103		409		835		4,683
Gilbert and Chandler – 3/19/19		4,616		11,643		0		—		0		16,259
Las Vegas – 4/15/19		2,479		15,277		244		2,205		2,297		22,502
Oklahoma Northwest – 4/15/19		2,364		19,501		143		3,044		3,155		28,207
Mishawaka – 4/15/19		1,924		10,084		74		1,798		2,223		16,103
Surprise – 4/15/19		1,738		18,737		228		4,119		3,860		28,682
San Marcos – 7/12/19		2,322		6,934		126		404		2,188		11,974
Lansing – 8/1/19		1,202		7,681		185		667		1,633		11,368
Bannockburn – 8/5/19		763		3,566		132		1,134		1,382		6,977
Aurora – 8/6/19		1,521		7,446		308		603		2,679		12,557
Livonia – 8/14/19		980		7,629		201		442		1,340		10,592
Gilbert – 8/23/19		2,408		2,027		62		362		733		5,592
Morgantown – 9/26/19		883		5,286		373		506		902		7,950
Beaumont – 10/1/19		3,022		24,836		399		1,036		4,446		33,739
Bastrop – 10/25/19		1,975		8,436		64		276		1,314		12,065
Panama City – 10/31/19		1,559		8,682		220		1,036		1,479		12,976
Jacksonville – 11/15/19		1,023		7,846		0		—		0		8,869
Greenwood – 12/17/19		892		4,956		0		—		0		5,848
ASC Topic 842 Reclassification		0		0		0		—		(824)		(824)
Capitalized costs⁽¹⁾		0		1,179		170		511		0		1,860
Total Additions:		31,671		175,082		3,032		18,552		29,642		257,979
Balances as of December 31, 2019	$	95,381	$	693,533	$	9,912	$	33,909	$	72,794	$	905,529


Land and site improvements	$	103
Building and tenant improvements		3,745
In-place leases		305
Above-market lease intangibles		117
Leasing costs		413
Below-market lease intangibles		(34)
Total purchase price	$	4,649


Land and site improvements	$	2,448
Building and tenant improvements		7,338
In-place leases		698
Above-market lease intangibles		1,101
Leasing costs		389
Total purchase price	$	11,974


Land and site improvements	$	1,387
Building and tenant improvements		8,348
In-place leases		953
Above-market lease intangibles		130
Leasing costs		550
Below-market lease intangibles		(248)
Total purchase price	$	11,120


Land and site improvements	$	895
Building and tenant improvements		4,700
In-place leases		796
Above-market lease intangibles		250
Leasing costs		336
Below-market lease intangibles		(144)
Total purchase price	$	6,833


Land and site improvements	$	1,829
Building and tenant improvements		8,049
In-place leases		1,417
Above-market lease intangibles		861
Leasing costs		401
Total purchase price	$	12,557


Land and site improvements	$	1,181
Building and tenant improvements		8,071
In-place leases		1,252
Above-market lease intangibles		53
Leasing costs		35
Below-market lease intangibles		(236)
Total purchase price	$	10,356


Land and site improvements	$	2,470
Building and tenant improvements		2,389
In-place leases		121
Above-market lease intangibles		300
Leasing costs		312
Total purchase price	$	5,592


Land and site improvements	$	1,256
Building and tenant improvements		5,792
In-place leases		457
Leasing costs		445
Total purchase price	$	7,950


Land and site improvements	$	3,421
Building and tenant improvements		25,872
In-place leases		3,304
Leasing costs		1,142
Total purchase price	$	33,739


Land and site improvements	$	2,039
Building and tenant improvements		8,712
In-place leases		990
Leasing costs		324
Total purchase price	$	12,065


Land and site improvements	$	1,779
Building and tenant improvements		9,718
In-place leases		405
Leasing costs		1,074
Total purchase price	$	12,976


	As of September 30, 2020
			Accumulated
	Cost		Amortization		Net
Assets
In-place leases	$	51,451	$	(12,647)	$	38,804
Above market leases		14,384		(3,565)		10,819
Leasing costs		25,630		(5,475)		20,155
	$	91,465	$	(21,687)	$	69,778
Liability
Below market leases	$	10,045	$	(1,424)	$	8,621


	As of December 31, 2019
			Accumulated
	Cost		Amortization		Net
Assets
In-place leases	$	39,429	$	(7,851)	$	31,578
Above market leases		12,246		(2,366)		9,880
Leasing costs		21,119		(3,458)		17,661
	$	72,794	$	(13,675)	$	59,119
Liability
Below market leases	$	3,861	$	(697)	$	3,164


	Net (Decrease)
	Increase		Net Increase
	in Revenue		in Expenses
2020 (three months remaining)	$	(22)	$	2,644
2021		(91)		9,970
2022		(107)		9,554
2023		(145)		8,633
2024		51		7,343
Thereafter		(1,884)		20,815
Total	$	(2,198)	$	58,959


	Due From
	Related Parties		Due to Related Party, Net
			Other
	Funds for		Management		Funds due		Due to
	Various		Fees due to		from		Related
	Purposes		Advisor		Advisor		Party, net
Balance as of January 1, 2020	$	50	$	(1,727)		79	$	(1,648)
Management fee expense incurred		—		(4,024)		—		(4,024)
Management fees paid to Advisor		—		5,751		—		5,751
Loans to Advisor		—		—		(79)		(79)
Loan to related parties		71		—		—		—
Balance as of September 30, 2020	$	121	$	0		0	$	0


		Rentable	Purchase		Annualized
		Square Feet	Price⁽¹⁾		Base Rent⁽²⁾		Capitalization
Property	City	(RSF)	(in thousands)		(in thousands)		Rate⁽³⁾
DaVita Portfolio	Decatur, GA / Jackson, TN	36,092	$	10,775	$	755	7.0%
Prevea Portfolio	Sheboygan / Plymouth, WI	40,250		13,700		1,016	7.4%

Totals/Weighted Average		76,342	$	24,475	$	1,771	7.2%

Number of

Description

Units Issued

Vesting Dates

March ~~3, 2020, determined that 190 LTIP Units were earned in accordance with~~2, 2021

Final awards under the ~~terms of the previously disclosed 2017 long-term performance award agreements. The grant and vesting of these units are as follows:~~