UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
x☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2020
OR
¨☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-37401

Community Healthcare Trust ~~Incorporated~~Incorporated

(Exact Name of Registrant as Specified in Its Charter)



Maryland		46-5212033
(State or Other Jurisdiction of Incorporation or Organization)		~~46-5212033~~ (I.R.S. Employer Identification No.)

3326 Aspen Grove Drive

Suite 150

Franklin, Tennessee37067

(Address of Principal Executive Offices) (Zip Code)

~~(615)~~ (615) 771-3052

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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	Name of each exchange on which registered
Common stock, $0.01 par value per share	CHCT	New York Stock Exchange

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. Yes x☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes x☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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~~ ¨ Filer	☒	Accelerated ~~filer~~ xFiler	☐	Emerging-growth companyx	☐	Non-accelerated filer¨ ~~(Do not check if a~~ ~~smaller reporting company)~~	☐	Smaller reporting 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 Section13(a) of the Exchange Act. x☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨☐ No x

☒

The Registrant had ~~18,085,798~~22,163,856 shares of Common Stock, $0.01 par value per share, outstanding as of ~~October 31, 2017.~~April 30, 2020.

COMMUNITY HEALTHCARE TRUST INCORPORATED

FORM 10-Q

~~September 30, 2017~~March 31, 2020

TABLE OF CONTENTS



		Page
PART I.—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive (Loss) Income	5
	Condensed Consolidated ~~Statement~~Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2519
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3726
Item 4.	Controls and Procedures	3726

PART II.—OTHER INFORMATION		3727
Item 1.	Legal Proceedings	3727
Item 1A.	Risk Factors	3727
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3830
Item 3.	Defaults Upon Senior Securities	3830
Item 4.	Mine Safety Disclosures	3830
Item 5.	Other Information	3830
Item 6.	Exhibits	3830

SIGNATURES		4032

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMUNITY HEALTHCARE TRUST INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)


	(Unaudited)						(Unaudited)
	September 30, 2017			December 31, 2016			March 31, 2020			December 31, 2019
ASSETS
Real estate properties
Land and land improvements	$	39,810		$	29,884		$	74,680		$	68,129
Buildings, improvements, and lease intangibles	307,492			222,755			566,954			534,503
Personal property	112			97			222			220
Total real estate properties	347,414			252,736			641,856			602,852
Less accumulated depreciation	(31,153		)	(18,404		)	(83,582		)	(77,523		)
Total real estate properties, net	316,261			234,332			558,274			525,329
Cash and cash equivalents	17,479			1,568			3,326			1,730
Mortgage note receivable, net	10,633			10,786
Restricted cash							282			293
Other assets, net	10,776			4,843			34,872			35,179
Total assets	$	355,149		$	251,529		$	596,754		$	562,531

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Debt, net	$	59,284		$	51,000		$	203,276		$	194,243
Accounts payable and accrued liabilities	3,226			3,541			5,297			3,606
Other liabilities	4,743			2,981			20,406			11,271
Total liabilities	67,253			57,522			228,979			209,120

Commitments and contingencies

Stockholders' Equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding	—			—			—			—
Common stock, $0.01 par value; 450,000,000 shares authorized; 18,085,798 and 12,988,482 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	181			130
Common stock, $0.01 par value; 450,000,000 shares authorized; 22,125,269 and 21,410,578 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively							221			214
Additional paid-in capital	323,877			214,323			475,824			447,916
Cumulative net income	3,223			1,265			21,654			17,554
Accumulated other comprehensive loss	(386		)	—			(13,426		)	(4,808		)
Cumulative dividends	(38,999		)	(21,711		)	(116,498		)	(107,465		)
Total stockholders’ equity	287,896			194,007			367,775			353,411
Total liabilities and stockholders' equity	$	355,149		$	251,529		$	596,754		$	562,531

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTHCARE TRUST INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2020 AND ~~2016~~2019

(Unaudited; Dollars in thousands, except per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2020			2019
REVENUES
Rental income	$	8,012		$	4,985		$	21,968		$	13,188		$	17,428		$	12,898
Tenant reimbursements	1,158			1,188			3,620			3,250
Mortgage interest	255			270			774			1,367
Other operating	19			—			19			—
Other operating interest													508			543
	9,444			6,443			26,381			17,805			17,936			13,441

EXPENSES
Property operating	2,225			963			6,103			3,240			3,343			3,075
General and administrative	1,069			671			2,674			2,372			2,192			1,785
Depreciation and amortization	4,544			3,496			12,749			9,643			6,059			5,246
Bad debts	—			73			67			103
	7,838			5,203			21,593			15,358			11,594			10,106
OTHER INCOME (EXPENSE)

INCOME FROM OPERATIONS													6,342			3,335
Interest expense	(1,091		)	(185		)	(2,897		)	(787		)	(2,249		)	(2,054		)
Interest and other income, net	64			9			67			28			7			169
	(1,027		)	(176		)	(2,830		)	(759		)
NET INCOME	$	579		$	1,064		$	1,958		$	1,688		$	4,100		$	1,450

NET INCOME PER COMMON SHARE:
Net income per common share – Basic	$	0.02		$	0.08		$	0.10		$	0.16		$	0.18		$	0.06
Net income per common share – Diluted	$	0.02		$	0.08		$	0.10		$	0.16		$	0.18		$	0.06
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC	16,241,986			12,686,183			13,884,476			10,752,333			20,734,618			17,954,670
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-DILUTED	16,241,986			12,750,967			13,884,476			10,802,095			20,734,618			17,954,670
DIVIDENDS DECLARED, PER COMMON SHARE, DURING THE PERIOD	$	0.3925		$	0.3825		$	1.1700		$	1.1400

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTHCARE TRUST INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2020 AND ~~2016~~2019

(Unaudited; Dollars in thousands)


			Three Months Ended September 30,					Nine Months Ended September 30,							Three Months Ended March 31,
			2017			2016		2017			2016				2020			2019

NET INCOME	NET INCOME		$	579		$	1,064	$	1,958		$	1,688	NET INCOME		$	4,100		$	1,450
	Other comprehensive income (loss):												Other comprehensive (loss) income:
		Unrealized losses on cash flow hedges	(74		)	—		(672		)	—			Decrease in fair value of cash flow hedges	(8,875		)	(1,213		)
		Reclassification of loss amounts recognized as interest expense	124			—		286			—			Reclassification for amounts recognized as interest expense	257			(62		)
	Total other comprehensive income (loss)		50			—		(386		)	—		Total other comprehensive loss		(8,618		)	(1,275		)
COMPREHENSIVE INCOME			$	629		$	1,064	$	1,572		$	1,688
COMPREHENSIVE (LOSS) INCOME													COMPREHENSIVE (LOSS) INCOME		$	(4,518	)	$	175

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTHCARE TRUST INCORPORATED

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019

(Unaudited; Dollars in thousands, except per share amounts)


	Preferred Stock		Common Stock		Additional Paid in Capital		Cumulative Net Income		Accumulated Other Comprehensive Loss			Cumulative Dividends			Total Stockholders' Equity			Preferred Stock			Common Stock			Additional Paid in Capital		Cumulative Net Income		Accumulated Other Comprehensive (Loss) Income			Cumulative Dividends			Total Stockholders' Equity
Balance at December 31, 2016	$	—	$	130	$	214,323	$	1,265	$	—		$	(21,711	)	$	194,007								Additional Paid in Capital		Cumulative Net Income		Accumulated Other Comprehensive (Loss) Income			Cumulative Dividends			Total Stockholders' Equity
																		Shares	Amount		Shares	Amount		Additional Paid in Capital		Cumulative Net Income		Accumulated Other Comprehensive (Loss) Income			Cumulative Dividends			Total Stockholders' Equity
Balance at December 31, 2019																		—	$	—	21,410,578	$	214	Additional Paid in Capital		Cumulative Net Income		Accumulated Other Comprehensive (Loss) Income			Cumulative Dividends			Total Stockholders' Equity
Issuance of common stock, net of issuance costs	—		49		108,506		—		—			—			108,555			—	—		610,786	6		26,896		—		—			—			26,902
Stock-based compensation	—		2		1,048		—		—			—			1,050			—	—		103,905	1		1,012		—		—			—			1,013
Unrecognized loss on cash flow hedges	—		—		—		—		(672		)	—			(672		)
Unrecognized gain on cash flow hedges																		—	—		—	—		—		—		(8,875		)	—			(8,875		)
Reclassification adjustment for losses included in net income (interest expense)	—		—		—		—		286			—			286			—	—		—	—		—		—		257			—			257
Net income	—		—		—		1,958		—			—			1,958			—	—		—	—		—		4,100		—			—			4,100
Dividends to common stockholders ($1.17 per share)	—		—		—		—		—			(17,288		)	(17,288		)
Balance at September 30, 2017	$	—	$	181	$	323,877	$	3,223	$	(386	)	$	(38,999	)	$	287,896
Dividends to common stockholders ($0.4175 per share)																		—	—		—	—		—		—		—			(9,033		)	(9,033		)
Balance at March 31, 2020																		—	$	—	22,125,269	$	221	$	475,824	$	21,654	$	(13,426	)	$	(116,498	)	$	367,775


Balance at December 31, 2018																		—	—		18,634,502	$	186	$	337,180	$	9,178	$	633		$	(75,518	)	$	271,659
Issuance of common stock, net of issuance costs																		—	—		143,600	2		4,622		—		—			—			4,624
Stock-based compensation																		—	—		84,690	1		852		—		—			—			853
Unrecognized gain on cash flow hedges																		—	—		—	—		—		—		(1,213		)	—			(1,213		)
Reclassification adjustment for losses included in net income (interest expense)																		—	—		—	—		—		—		(62		)	—			(62		)
Net income																		—	—		—	—		—		1,450		—			—			1,450
Dividends to common stockholders ($0.4075 per share)																		—	—		—	—		—		—		—			(7,628		)	(7,628		)
Balance at March 31, 2019																		—	$	—	18,862,792	$	189	$	342,654	$	10,628	$	(642	)	$	(83,146	)	$	269,683

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTHCARE TRUST INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; Dollars in thousands)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2020			2019
OPERATING ACTIVITIES
Net income	$	1,958		$	1,688		$	4,100		$	1,450
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,053			9,749			6,059			5,246
Other amortization							127			175
Stock-based compensation	1,050			453			1,013			853
Straight-line rent receivable	(980		)	(405		)	(878		)	(336		)
Straight-line rent liability	27			—
Provision for bad debts, net of recoveries	67			103
Reduction in contingent purchase price	(5		)	(974		)
Deferred income tax expense							—			17
Changes in operating assets and liabilities:
Other assets	(636		)	(1,284		)	(235		)	(194		)
Accounts payable and accrued liabilities	(404		)	1,732			396			155
Other liabilities	1,234			(262		)	(329		)	(36		)
Net cash provided by operating activities	15,364			10,800			10,253			7,330

INVESTING ACTIVITIES
Acquisitions of real estate	(93,442		)	(58,249		)	(36,384		)	(32,743		)
Funding of notes receivable	(5,000		)	(12,406		)
Acquisition of note receivable							(1,750		)	—
Proceeds from the repayment of notes receivable	296			—			3,300			31
Capital expenditures on existing real estate properties	(545		)	(1,123		)	(673		)	(622		)
Net cash used in investing activities	(98,691		)	(71,778		)	(35,507		)	(33,334		)

FINANCING ACTIVITIES
Net repayments on revolving credit facility	(51,000		)	(12,000		)
Net borrowings (repayments) on revolving credit facility							9,000			(43,000		)
Term loan borrowings	60,000			—			—			75,000
Mortgage note repayments							(27		)	(27		)
Dividends paid	(17,288		)	(12,782		)	(9,033		)	(7,628		)
Net proceeds from issuance of common stock	109,168			86,805
Proceeds from issuance of common stock							26,928			4,724
Equity issuance costs	(465		)	(680		)	(29		)	(100		)
Debt issuance costs	(784		)	(641		)	—			(1,323		)
Settlement of contingent purchase price	(393		)	—
Net cash provided by financing activities	99,238			60,702			26,839			27,646
Increase (decrease) in cash and cash equivalents	15,911			(276		)
Cash and cash equivalents, beginning of period	1,568			2,018
Cash and cash equivalents, end of period	$	17,479		$	1,742
Increase in cash and cash equivalents and restricted cash							1,585			1,642
Cash and cash equivalents and restricted cash, beginning of period							2,023			2,392
Cash and cash equivalents and restricted cash, end of period							$	3,608		$	4,034

Supplemental Cash Flow Information:
Interest paid	$	2,390		$	504		$	1,876		$	1,783
Invoices accrued for construction, tenant improvement and other capitalized costs	$	3		$	145		$	1,165		$	81
Reclassification between accounts and notes receivable	$	615		$	—		$	—		$	40
Reclassification of registration statement costs incurred in prior year to equity issuance costs	$	148		$	—		$	32		$	100
Conversion of mortgage note upon acquisition of real estate property	$	—		$	12,500
Leasing commission accrued							$	125		$	—
Decrease in fair value of cash flow hedges	$	(672	)	$	—		$	(8,875	)	$	(1,213	)
Income taxes paid							$	2		$	—

See accompanying notes to the condensed consolidated financial statements.

COMMUNITY HEALTHCARE TRUST INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~March 31, 2020

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Business Overview

Community Healthcare Trust Incorporated (the ‘‘Company’’, ‘‘we’’, ‘‘our’’) was organized in the State of Maryland on March 28, 2014. The Company is a fully-integrated healthcare real estate company that owns and acquires real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in our target submarkets. The Company conducts its business through an UPREIT structure in which its properties are owned by its operating partnership (the "OP"), either directly or through subsidiaries. The Company is the sole general partner of the OP, owning 100% of the OP units.providers. As of ~~September 30, 2017,~~March 31, 2020, the Company had investments of approximately ~~$358.0~~$641.9 million in 80124 real estate properties, ~~including a mortgage note,~~ located in 2633 states, totaling approximately ~~1.8~~2.7 million square feet in the aggregate. Any references to square footage or occupancy percentages, and any amounts derived from these values in these notes to the condensed consolidated financial statements, are outside the scope of our independent registered public accounting firm's review.

Basis of Presentation

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements.

This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2019. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, ~~2017.~~

~~Principles of Consolidation~~

Our Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, and may also include joint ventures, partnerships and variable interest entities, or VIEs, where the Company controls the operating activities.2020. All material intercompany accounts and transactions have been eliminated.

~~Management must make judgments regarding~~A novel strain of coronavirus (SARS-CoV-2) was first identified in late 2019, and subsequently declared a global pandemic by the World Health Organization. The Company considered the impact of SARS-CoV-2 on the assumptions and estimates used for the three months ended March 31, 2020. The full extent of the future impacts of SARS-CoV-2 on the Company's ~~level of influence or control over an entity~~operations is uncertain. A prolonged outbreak could have a material adverse impact on the financial results and whether or not the Company is the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, the Company's ability to direct the activities that most significantly impact the entity's governing body, the size and senioritybusiness operations of the Company's investment, and the Company's ability to replace the manager and/or liquidate the entity. Management's ability to correctly assess its influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in the Company's Condensed Consolidated Financial Statements. If it is determined that the Company is the primary beneficiary of a VIE, the Company's Condensed Consolidated Financial Statements would include the operating results of the VIE rather than the results of the variable interest in the VIE. Untimely or inaccurate financial information provided to the Company or deficiencies in the VIEs internal control over financial reporting could impact the Company's Condensed Consolidated Financial Statements and its own internal control over financial reporting.Company.

During the third quarter of 2017, concurrent with the acquisition of a property, the Company entered into a $5.0 million note receivable with the tenant in the building. See Note 4. The Company identified the borrower as a VIE, but management determined that the Company was not the primary beneficiary of the VIE because we lack either directly or through related parties any material impact in the activities that impact its economic performance.

~~Notes to Condensed Consolidated Financial Statements - Continued~~

We are not obligated to provide support beyond our stated commitment to the borrower, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding note receivable as noted above.

~~Jumpstart Our Business Startups Act of 2012~~

The Company has elected the "emerging growth company" status as permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The Company elected to "opt out" of the provision allowed under the JOBS Act to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we must comply with new or revised accounting standards as required when they are adopted. Our decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Use of Estimates in the Condensed Consolidated Financial Statements

Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results may materially differ from those estimates.

~~Segment Reporting~~

The Company acquires and owns healthcare-related real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in our target submarkets. The Company is managed as one reporting unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making. Therefore, the Company discloses its operating results in a single segment.

Cash, ~~and~~ Cash Equivalents and Restricted Cash

Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased.

~~Accounting~~ Restricted cash consists of amounts held by the lender of our mortgage note payable to provide for ~~Real Estate Property Acquisitions~~

~~Real~~future real estate ~~property acquisitions are accounted for as a business combination or an asset acquisition. An acquisition accounted for as a business combination is recorded at~~tax, insurance expenditures and tenant improvements related to one property. The carrying amount approximates fair value and related closing costs are expensed. An acquisition accounted for as an asset acquisition is recorded at its purchase price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition. The Company adopted Accounting Standards Update ("ASU") No. 2017-01, ~~Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017, and Company expects that substantially all of its acquisitions will be accounted for as asset acquisitions.~~

The allocation of real estate property acquisitions may include land and land improvements, building and building improvements, personal property, and identified intangible assets and liabilities (consisting of above- and below-market leases, in-place leases, and tenant relationships) based on the evaluation of information and estimates available at that date, and we allocate the purchase price based on these assessments. We make estimates of the acquisition date fair value of the tangible and intangible assets and acquired liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence, tax records, and other sources. Based on these estimates, we recognize the acquired assets and liabilities at their estimated fair values. We expense transaction costs associated with business combinations in the period incurred. The fair value of tangible property assets acquired considers the value of the property as if vacant determined by comparable sales and other relevant data. The determination of fair value involves the use of significant judgment and estimation. We value land based on various inputs, which may include internal analysis of recently acquired properties, existing comparable properties within our portfolio, or third party appraisals or valuations based on comparable sales.

In recognizing identified intangible assets and liabilities of an acquired property, the value of above- or below-market leases is estimated based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the ~~leases~~short term maturity of these investments. The following table provides a reconciliation of cash and ~~management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the~~cash equivalents and restricted cash:



	Balance as of March 31,
(Dollars in thousands)	2020		2019
Cash and cash equivalents	$	3,326	$	3,868
Restricted cash	282		166
Cash, cash equivalents and restricted cash	$	3,608	$	4,034

Notes to Condensed Consolidated Financial Statements - Continued

lease. In the case of a below-market lease, the Company would also evaluate any renewal options associated with that lease to determine if the intangible should include those periods. The capitalized above-market or below-market lease intangibles are amortized as a reduction from or an addition to rental income over the estimated remaining term of the respective leases.

In determining the value of in-place leases and tenant relationships, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other property operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off.

Depreciation and amortization of real estate assets and liabilities in place as of September 30, 2017, is recognized on a straight-line basis over the estimated useful life of the asset. The estimated useful lives at September 30, 2017 are as follows:



~~Land improvements~~	~~3 - 15 years~~
~~Buildings~~	~~20 - 40 years~~
~~Building improvements~~	~~3.0 - 39.8 years~~
~~Tenant improvements~~	~~2.3 - 6.9 years~~
~~Lease intangibles~~	~~1.4 - 13.7 years~~
~~Personal property~~	~~3 -10 years~~

~~Asset Impairments~~

The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever events occur or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant under-performance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its operators. In addition, the Company’s review for possible impairment may include those assets subject to purchase options and those impacted by casualties, such as tornadoes and hurricanes. If management determines that the carrying value of the Company’s assets may not be fully recoverable based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property.

~~Fair Value Measurements~~

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements.

A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

~~Level 1~~ ~~– quoted prices for identical instruments in active markets;~~

~~Level 2~~ – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~Level 3~~ ~~– fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.~~

Our interest rate swaps are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

~~Lease Accounting~~

We, as a lessor, make a determination with respect to each of our leases whether they should be accounted for as operating leases or capital leases. The classification criteria is based on estimates regarding the fair value of the leased facilities, minimum lease payments, effective cost of funds, the economic useful life of the facilities, the existence of a bargain purchase option, and certain other terms in the lease agreements. We believe all of our leases meet the accounting criteria to be accounted for as operating leases. Payments received under operating leases are accounted for in the Condensed Consolidated Statements of Income as rental revenue for actual cash rent collected plus or minus straight-line adjustments resulting from lease escalators. Assets subject to operating leases are reported as real estate investments in the Condensed Consolidated Balance Sheets.

Substantially all of our leases contain fixed or formula-based rent escalators. To the extent that the escalators are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease.

~~Revenue Recognition~~

The Company recognizes rental revenue when it is realized or realizable and earned. There are four criteria that must be met before a company may recognize revenue, including persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered (i.e., the tenant has taken possession of and controls the physical use of the leased asset), the price has been fixed or is determinable, and collectability is reasonably assured.

The Company derives most of its revenues from its real estate and mortgage note portfolio. The Company's rental and interest income is recognized based on contractual arrangements with its tenants and borrowers.

Rental income is recognized as earned over the life of the lease agreement on a straight-line basis. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue in amounts more or less than amounts currently due from tenants. If management determines that the collectability of straight-line rents is not reasonably assured, the amount of future revenue recognized may be limited to amounts contractually owed and, where appropriate, establish an allowance for estimated losses. Straight-line rent included in rental income was approximately $0.4 million and $0.2 million, respectively, for the three months ended September 30, 2017 and 2016 and $1.0 million and $0.4 million, respectively, for the nine months ended September 30, 2017 and 2016.

Interest income is recognized based on the interest rates, maturity dates and amortization periods set forth within each note agreement. Fees received related to our mortgage note are amortized to mortgage interest income on a straight-line basis which approximates amortization under the effective interest method.

Income received but not yet earned is deferred until such time it is earned. Deferred revenue, included in other liabilities, was approximately $0.9 million and $0.8 million, respectively, at September 30, 2017 and December 31, 2016.

~~Allowance for Doubtful Accounts and Credit Losses~~

~~Accounts Receivable~~

Management monitors the aging and collectability of its accounts receivable balances on an ongoing basis. Whenever deterioration in the timeliness of payment from a tenant is noted, management investigates and determines the reason or reasons for the delay. Considering all information gathered, management’s judgment is exercised in determining whether a receivable is potentially uncollectible and, if so, how much or what percentage

~~Notes to Condensed Consolidated Financial Statements - Continued~~

may be uncollectible. Among the factors management considers in determining collectability are: the type of contractual arrangement under which the receivable was recorded (e.g., triple net lease, gross lease, or other type of agreement); the tenant’s reason for slow payment; industry influences under which the tenant operates; evidence of willingness and ability of the tenant to pay the receivable; credit-worthiness of the tenant; collateral, security deposit, letters of credit or other monies held as security; tenant’s historical payment pattern; other contractual agreements between the tenant and the Company; relationship between the tenant and the Company; the state in which the tenant operates; and the existence of a guarantor and the willingness and ability of the guarantor to pay the receivable. Considering these factors and others, management concludes whether all or some of the aged receivable balance is likely uncollectible. Upon determining that some portion of the receivable is likely uncollectible, the Company will record a provision for bad debts for the amount it expects will be uncollectible. When efforts to collect a receivable are exhausted, the receivable amount is charged off against the allowance. At September 30, 2017 and December 31, 2016, the Company had an allowance for bad debts of approximately $293,000 and $154,000, respectively.

~~Mortgage Note and Notes Receivable~~

The Company evaluates collectability of its notes receivable and records allowances as necessary. A note is impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan as scheduled, including both contractual interest and principal payments. This assessment also includes an evaluation of the loan collateral. If a mortgage loan becomes past due, the Company will review the specific circumstances and may discontinue the accrual of interest on the loan. The loan is not returned to accrual status until the debtor has demonstrated the ability to continue debt service in accordance with the contractual terms. Loans placed on non-accrual status will be accounted for on a cash basis, in which income is recognized only upon the receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan, based on the Company's expectation of future collectability.

The Company had one mortgage note receivable outstanding as of September 30, 2017 and December 31, 2016 with a principal balance of $10.6 million and $10.9 million, respectively. Principal and interest are due monthly based on a 20-year amortization schedule, with a balloon payment due at maturity on September 30, 2026. At September 30, 2017 and December 31, 2016, approximately $336,000 and $87,000, respectively, in interest was due from the borrower and is included in other assets on our Condensed Consolidated Balance Sheets, of which approximately $253,000 and $0, respectively, was past due in accordance the terms of the underlying note.

The borrower and several related entities filed for voluntary bankruptcy on June 23, 2017. Upon filing for bankruptcy, the borrower was current on all obligations to the Company but no payments have been received during the bankruptcy. The Company has evaluated the collectability of the mortgage note which included an evaluation of the loan collateral, and based on information currently available, has determined that no impairment is required. As a result of the loan's past due status and the related circumstances surrounding the loan, the Company will continue to closely review the circumstances and reserve against accrued interest as needed based on events as they occur. The Company will continue to evaluate the collectability of the note as additional information becomes available.

The Company may receive loan or commitment fees upon the funding of a mortgage note. The Company will amortize those fees into income over the life of the mortgage note on a straight-line basis and will reflect the mortgage note, net of the unamortized fees, on its Consolidated Balance Sheet.

~~Stock-Based Compensation~~

The Company's 2014 Incentive Plan, as amended, (our "2014 Incentive Plan"), is intended to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend, to motivate the participants to achieve long-term company goals and to more closely align the participants’ interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. The three distinct programs under the 2014 Incentive Plan are the ~~Amended and Restated Alignment of Interest Program, the~~ ~~Amended and Restated Executive Officer Incentive Program~~ ~~and the~~ ~~Non-Executive Officer Incentive Program~~. Our executive officers, officers, employees, consultants and non-employee directors are eligible to participate in the 2014 Incentive Plan. The 2014 Incentive Plan increases, on an annual basis, the number of shares of common stock available for issuance to an amount equal to 7% of the total number of shares of the Company’s common stock

~~Notes to Condensed Consolidated Financial Statements - Continued~~

outstanding on December 31 of the immediately preceding year. The 2014 Incentive Plan is administered by the Company’s compensation committee, which interprets the 2014 Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. The Company recognizes share-based payments to its directors and employees in its Condensed Consolidated Statements of Income on a straight-line basis over the requisite service period based on the fair value of the award on the measurement date.

~~Intangible Assets~~

Intangible assets with indefinite lives are not amortized, but are tested at least annually for impairment. Intangible assets with finite lives are amortized over their respective lives to their estimated residual values and are reviewed for impairment only when impairment indicators are present.

Identifiable intangible assets of the Company are generally comprised of in-place lease intangible assets, above- and below-market lease intangibles and deferred financing costs. In-place lease intangible assets are amortized on a straight-line basis over the applicable lives of the assets. Deferred financing costs are amortized to interest expense over the term of the related credit facility or other debt instrument using the straight-line method, which approximates the effective interest method.

~~Contingent Liabilities~~

From time to time, the Company may be subject to loss contingencies arising from legal proceedings and similar matters. Additionally, while the Company maintains comprehensive liability and property insurance with respect to each of its properties, the Company may be exposed to unforeseen losses related to uninsured or under-insured damages.

Management will monitor any matter that may present a contingent liability, and, on a quarterly basis, will review any reserves and accruals relating to the liabilities, adjusting provisions as necessary based on changes in available information. Liabilities for contingencies are first recorded when a loss is determined to be both probable and can be reasonably estimated. Changes in estimates regarding the exposure to a contingent loss will be reflected as adjustments to the related liability in the periods when they occur and will be disclosed in the notes to the Condensed Consolidated Financial Statements.

On occasion, the Company may also have acquisitions which include contingent consideration. In 2016, the Company acquired a medical office building and concurrently recorded the fair value of contingent purchase price of approximately $0.5 million. Subsequently, management monitored this contingency and adjusted its liability to its estimated fair value on a quarterly basis, offsetting property operating expense in the periods when they occurred. In April 2017, the Company paid approximately $0.4 million in settlement of this contingent liability.

Income Taxes

The Company has elected to be taxed as a real estate investment trust ("REIT"), as defined under the Internal Revenue Code of 1986, as amended (the "Code"). WeThe Company and one subsidiary have also elected for ~~one of our subsidiaries~~that subsidiary to be treated as a taxable REIT subsidiary ("TRS"), which is subject to federal and state income taxes. No provision has been made for federal income taxes for the REIT; however, the Company has ~~made provisions for federal and state~~recorded income ~~taxes~~tax expense or benefit for the ~~TRS.~~TRS to the extent applicable. The Company also evaluates the realizability of its deferred tax assets and will record valuation allowances if it is determined that more likely than not the asset will not be recovered. The Company intends at all times to qualify as a REIT under ~~Sections 856 and 860 of~~ the Code. The Company must distribute at least 90% per annum of its REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles) and meet other requirements to continue to qualify as a ~~real estate investment trust.~~REIT.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) was enacted into law and was immediately effective. The ~~Company classifies~~CARES Act includes new provisions that allow for the carryback of net operating losses, provides relief of the taxable income limitation for the net operating losses and increases the business interest ~~and penalties related~~limitation from 30% to ~~uncertain tax positions, if any, in the Condensed Consolidated Statements of Income as a component of general and administrative expenses.~~

~~Sales and Use Taxes~~

~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~The Company must pay sales and use taxes to certain state tax authorities based on rent collected from tenants in properties located in those states.~~50%. The Company is ~~generally reimbursed for those taxes by those tenants. The Company accounts for~~continuing to evaluate the ~~payments to~~impact the ~~taxing authority and subsequent reimbursement from the tenant on a net basis, included in tenant reimbursement revenue~~CARES Act may have on the ~~Company’s Condensed Consolidated Statements of Income.~~Company's income taxes.

~~Concentration of Credit Risks~~

Our credit risks primarily relate to cash and cash equivalents, our mortgage note receivable and our interest rate swaps, which are discussed below. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that often exceed federally-insured limits. We have not experienced any losses in such accounts.

~~Derivative Financial Instruments~~

In the normal course of business, we are subject to risk from adverse fluctuations in interest rates. We have chosen to manage this risk through the use of derivative financial instruments, or interest rate swaps. Counterparties to these contracts are major financial institutions. We are exposed to credit loss in the event of nonperformance by these counterparties. We do not use derivative instruments for trading or speculative purposes. Our objective in managing exposure to market risk is to limit the impact on cash flows. To qualify for hedge accounting, our interest rate swaps must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions must be, and be expected to remain, probable of occurring in accordance with our related assertions. All of our hedges are cash flow hedges and are recognized at their fair value in the Condensed Consolidated Balance Sheets. Changes in the fair value of the derivatives are recognized in accumulated other comprehensive loss.

~~Earnings per Share~~

Basic earnings per common share is calculated using weighted average shares outstanding less issued and outstanding non-vested shares of common stock. Diluted earnings per common share is calculated using weighted average shares outstanding plus the dilutive effect of the non-vested shares of common stock using the treasury stock method and the average stock price during the period.

New Accounting Pronouncements

~~On July 1, 2017, the Company adopted the~~ Recently Adopted Accounting Pronouncements

Financial ~~Accounting Standard Board's ("FASB") ASU No. 2017-12,~~ ~~Derivatives and Hedging Topic 815: Targeted Improvements to Accounting for Hedging Activities,~~ ("ASU 2017-12"). ASU 2017-12 is intended to better align an entity’s financial reporting for hedging activities with the economic objectives of those activities. Upon adoption of ASU 2017-12, the cumulative ineffectiveness that a company had previously recognized on existing cash flow and net investment hedges is adjusted and removed from beginning retained earnings and placed in accumulated other comprehensive income. The adoption of ASU 2017-12 did not have an impact on our financial statements as we had not previously recognized any hedge ineffectiveness related to our existing cash flow hedges. In future periods, for hedges that are deemed highly effective, we will no longer need to recognize any hedge ineffectiveness, and all gains or losses will be recognized in other comprehensive income.Instruments-Credit Losses

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~ (“ASU 2016-02”). This standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in the Revenue ASUs. The Company is still evaluating the complete impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial position, results of operations and disclosures.

~~Notes to Condensed Consolidated Financial Statements - Continued~~

~~Between May 2014 and May 2016, the FASB issued three ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(“ASU 2014-09”), (ii) ASU No. 2016-08,~~ ~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net)~~ ~~(“ASU 2016-08”) and (iii) ASU No. 2016-12,~~ ~~Narrow-Scope Improvements and Practical Expedients~~ (“ASU 2016-12”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, ~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~ (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. The Company intends on adopting the Revenue ASUs on January 1, 2018. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach.

The primary source of revenue for the Company is generated through leasing arrangements, which are excluded from the Revenue ASUs. However, we expect that the recognition of non-lease revenue will be impacted due to the principle versus agent considerations in the Revenue ASUs that will become effective upon the adoption of ASU 2016-02 on January 1, 2019. Also, under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under current guidance. The Company has not yet elected a transition method and is evaluating the complete impact of the adoption of the Revenue ASUs on January 1, 2018 to its consolidated financial position, results of operations and disclosures. The Company expects to complete its overall evaluation of the impact of the Revenue ASUs during the fourth quarter of 2017, with continued evaluations during 2018 of the impact to its non-lease revenue upon adoption of ASU 2016-02 in 2019.

In June 2016, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ~~ASU~~Accounting Standards Update ("ASU") No. 2016-13, Measurement of Credit Losses on Financial ~~Instruments-Credit Losses,~~ ~~("ASU 2016-13")~~Instruments, which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, companies ~~will be~~are required to use a new ~~forward-looking “expected loss”~~current expected credit loss ("CECL") model that generally ~~will result~~results in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, companies ~~will~~are required to measure credit losses in a manner similar to ~~what they do today,~~prior guidance, except that the losses ~~will be~~are recognized as allowances rather than as reductions in the amortized cost of the securities. In November 2018, the FASB amended the ASU to clarify that receivables arising from leases would not be within the scope of the ASU but rather would be accounted for under the leasing standard. Companies ~~will~~ have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. Companies ~~will~~must apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. ~~This standard is effective for the~~The Company adopted ASU No. 2016-13 on January 1, ~~2020 with early adoption permitted.~~2020. The Company ~~is in the initial stage of evaluating~~did not record an adjustment upon adoption as the impact was determined to be immaterial. However, this standard could impact the Company's financial statements and results of ~~this new standard on its notes and trade receivables.~~operations in future periods.

Recently Issued Accounting Pronouncements

Reference Rate Reform

In ~~August 2016,~~March 2020, the FASB issued ASU ~~No. 2016-15,~~ ~~Statement~~2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of ~~Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments,~~ ~~("ASU 2016-15")~~, which clarifies or provides guidance relating to eight specific cash flow classification issues. The standard should be applied retrospectively for each period presented, as appropriate. This new standard is effective for2020, the Company ~~on January 1, 2018 with early adoption permitted. Of~~elected to apply the ~~eight areas addressed,~~hedge accounting expedients related to probability and the ~~Company expects that its presentation on its statements~~assessments of effectiveness for future LIBOR-indexed cash flows ~~could~~to assume that the index upon which future hedged transactions will be ~~impacted relating~~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 ~~cash payments of contingent consideration or settlement of insurance claims, based on historical transactions. In the future, however,~~evaluate the impact of ~~this new~~the guidance ~~will depend on future transactions, though the impact will only be related to the classification of those items on the statement of cash flows~~ and ~~will not impact the Company's cash flows or its results of operations.~~

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation - Stock Compensation (Topic 718), ("ASU 2017-09"), which provides guidance about which~~may apply other elections as applicable as additional changes in the terms or conditions of a share-based payment award require a company to apply modification accounting in Topic 718. Under ASU No. 2017-09, a company will generally be required to apply modification accounting unless the fair value or intrinsic value of the modified award, the vesting conditions of the modified award, and the classification of the modified award as equity or a liability aremarket occur.

~~Notes to Condensed Consolidated Financial Statements - Continued~~

the same as the original award immediately before the award is modified. This standard is effective for the Company on January 1, 2018 with early adoption permitted. The Company does not believe the adoption of this standard will have an impact on its results of operations, but could impact the accounting on future modifications of share-based awards.

Note 2. Real Estate Investments

At ~~September 30, 2017,~~March 31, 2020, the Company had investments of approximately ~~$358.0~~$641.9 million in 80124 real estate ~~properties, including a mortgage note.~~properties. The following table summarizes the Company's real estate investments.



(Dollars in thousands)	Number of Facilities	Land and Land Improvements		Buildings, Improvements, and Lease Intangibles		Personal Property		Total		Accumulated Depreciation
Medical office buildings:
Florida	5	$	4,665	$	29,410	$	—	$	34,075	$	6,145
Ohio	6	3,665		26,646		—		30,311		6,923
Texas	6	5,425		21,582		—		27,007		5,299
Illinois	3	1,983		15,049		—		17,032		3,774
Kansas	3	2,468		17,298		—		19,766		4,744
Iowa	1	2,241		9,342		—		11,583		3,085
Other states	21	9,400		55,445		—		64,845		7,442
	45	29,847		174,772		—		204,619		37,412
Physician clinics:
Kansas	2	610		6,920		—		7,530		1,895
Illinois	6	2,888		9,728		—		12,616		1,145
Florida	5	506		10,322		—		10,828		1,304
Other states	9	2,903		21,755		—		24,658		4,529
	22	6,907		48,725		—		55,632		8,873
Surgical centers and hospitals:
Louisiana	1	1,683		21,353		—		23,036		1,777
Michigan	2	637		8,842		—		9,479		2,812
Illinois	2	2,355		8,255		—		10,610		2,183
Florida	1	271		7,070		—		7,341		1,276
Arizona	2	576		5,389		—		5,965		1,944
Other states	7	2,144		17,936		—		20,080		4,987
	15	7,666		68,845		—		76,511		14,979
Specialty centers:
Illinois	3	3,489		24,740		—		28,229		3,716
Other states	25	6,866		45,012		—		51,878		9,499
	28	10,355		69,752		—		80,107		13,215
Behavioral facilities:
Massachusetts	1	3,835		23,303		—		27,138		520
West Virginia	1	2,138		22,897		—		25,035		1,462
Illinois	1	1,300		18,803		—		20,103		1,803
Washington	1	2,725		25,064		—		27,789		363
Other states	5	2,546		18,894		—		21,440		1,343
	9	12,544		108,961		—		121,505		5,491
Inpatient rehabilitation facilities:
Arkansas	1	2,014		17,028		—		19,042		5
Texas	3	4,824		61,751		—		66,575		1,273
	4	6,838		78,779		—		85,617		1,278
Long-term acute care hospitals:
Indiana	1	523		14,405		—		14,928		1,911
	1	523		14,405		—		14,928		1,911
Corporate property	—	—		2,715		222		2,937		423
Total real estate investments	124	$	74,680	$	566,954	$	222	$	641,856	$	83,582

(Dollars in thousands)
Number of Facilities
Land and
Land Improvements
Buildings, Improvements, and Lease Intangibles

Personal
Property

Total

Accumulated Depreciation
Medical office buildings:
Florida 4
$ 4,138
$ 23,777
$ —
$ 27,915
$ 2,168
Ohio 5
3,167
23,518
—
26,685
2,912
Texas 3
3,096
12,315
—
15,411
2,950
Kansas 2
1,427
10,497
—
11,924
2,317
Iowa 1
2,241
8,979
—
11,220
885
Illinois 2
1,134
11,791
—
12,925
1,374
Virginia 1
369
4,649
—
5,018
156
Other states 13
3,273
22,695
—
25,968
1,970
31
18,845
118,221
—
137,066
14,732
Physician clinics:
Kansas 3
1,638
10,899
—
12,537
1,780
Florida 3
—
5,950
—
5,950
462
Illinois 1
1,891
3,134
—
5,025
31
Other states 9
3,195
18,461
—
21,656
2,719
16
6,724
38,444
—
45,168
4,992
Surgical centers and hospitals:
Louisiana 1
1,683
21,353
—
23,036
444
Indiana 1
523
14,405
—
14,928
188
Michigan 2
628
8,272
—
8,900
1,713
Illinois 1
2,183
5,410
—
7,593
634
Florida 1
271
7,004
—
7,275
118
Arizona 2
576
5,389
—
5,965
874
Other states 5
1,555
11,001
—
12,556
2,675
13
7,419
72,834
—
80,253
6,646
Specialty centers:
Alabama 3
415
4,417
—
4,832
1,170
Nevada 1
276
4,402
—
4,678
183
Kentucky 1
193
3,432
—
3,625
732
Other states 10
1,716
15,227
—
16,943
1,786
15
2,600
27,478
—
30,078
3,871
Behavioral facilities:
West Virginia 1
2,138
22,897
—
25,035
7
Illinois 1
1,300
18,803
—
20,103
627
Ohio 1
514
4,153
—
4,667
52
Indiana 1
270
2,651
—
2,921
127
4
4,222
48,504
—
52,726
813
Corporate property —
—
2,011
112
2,123
99
Total owned properties 79
$ 39,810
$ 307,492
$ 112
$ 347,414
$ 31,153
Mortgage note receivable, net 1
—
—
—
10,633
—
Total real estate investments 80
$ 39,810
$ 307,492
$ 112
$ 358,047
$ 31,153

Notes to Condensed Consolidated Financial Statements - Continued

Note 3. Real Estate Leases

The Company’s properties are generally leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through ~~2033.~~2035. The Company’s leases generally require the lessee to pay minimum rent, with fixed rent renewal terms or increases based on a Consumer Price Index and may also include additional rent, which may include taxes (including property ~~tax)~~taxes), insurance, maintenance and other operating costs associated with the leased property.

Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. Some leases also allow the lessee to renew or extend their lease term or in some cases terminate their lease, based on conditions provided in the lease.

Future minimum lease payments under the non-cancelable operating leases due the Company for the years ending December 31, as of ~~September 30, 2017,~~March 31, 2020, are as follows (in thousands):



2020 (nine months ending December 31)	$	43,558
2021	55,465
2022	51,975
2023	47,086
2024	43,905
2025 and thereafter	273,367
	$	515,356

2017 $ 8,292
2018 30,409
2019 27,202
2020 24,497
2021 21,541
2022 and thereafter 134,018
$ 245,959

Straight-line rental income

Rental income is recognized as earned over the life of the lease agreement on a straight-line basis when collection of rental payments over the term of the lease is probable. Straight-line rent included in rental income was approximately $0.9 million and $0.3 million, respectively, for the three months ended March 31, 2020 and 2019.

Deferred revenue

Income received but not yet earned is deferred until such time it is earned. Deferred revenue, included in other liabilities on the Condensed Consolidated Balance Sheet, was approximately $2.1 million and $2.0 million, respectively, at March 31, 2020 and December 31, 2019.

Note 4. Real Estate Acquisitions

~~Property~~2020 Real Estate Acquisitions

During the ~~third~~first quarter of ~~2017,~~2020, the Company acquired ~~two~~6 real estate properties ~~totaling approximately~~ ~~147,000~~ ~~square feet for an aggregate purchase price and cash consideration of approximately~~ ~~$28.3 million~~.as detailed in the table below. Upon acquisition, the properties were ~~100%~~98.2% leased in the aggregate with lease expirations ~~ranging from 2022~~ through ~~2032. In addition, we funded a $5.0 million mezzanine loan to the tenant of one of the properties.~~2035. Amounts reflected in revenues and net income for these properties for the three months ended ~~September 30, 2017 for these properties was~~March 31, 2020 were approximately ~~$44,000~~$0.3 million and ~~$31,000, respectively. Transaction~~$0.1 million, respectively, and transaction costs totaling approximately ~~$65,000 related~~$0.2 million were capitalized relating to these ~~acquisitions were capitalized in the period as part of the real estate assets and approximately $11,000 was expensed related to the mezzanine loan.~~

During the second quarter of 2017, the Company acquired 10 real estate properties totaling approximately 203,000 square feet for an aggregate purchase price of approximately $36.2 million, including cash consideration of approximately $35.9 million. Upon acquisition, the properties were 100% leased in the aggregate with lease expirations ranging from 2019 through 2032. Amounts reflected in revenues and net income for the nine months ended September 30, 2017 for these properties was approximately $1.3 million and $0.6 million, respectively. Transaction costs totaling approximately $0.3 million related to these acquisitions were capitalized in the period as part of the real estate assets.

During the first quarter of 2017, the Company acquired 10 real estate properties totaling approximately 145,000 square feet for an aggregate purchase price of approximately $28.5 million, including cash consideration of approximately $28.4 million. Upon acquisition, the properties were 95.2% leased in the aggregate with lease expirations ranging from 2018 through 2032. Amounts reflected in revenues and net income for the nine months ended September 30, 2017 for these properties was approximately $1.9 million and $0.5 million, respectively. Transaction costs totaling approximately $0.4 million related to these acquisitions were capitalized in the period as part of the real estate assets. During the first quarter of 2017, the Company also acquired a property adjacent to its corporate office, for a cash purchase price of approximately $0.9 million. The property is currently leased to a tenant but the Company intends to use the property for future expansion of its corporate office.acquisitions.

Notes to Condensed Consolidated Financial Statements - Continued



Location	Property Type⁽¹⁾	Date Acquired	Purchase Price		Cash Consideration		Real Estate		Other ⁽²⁾			Square Footage
			(000's)		(000's)		(000's)		(000's)
San Antonio, TX	MOB	01/27/20	$	4,003	$	4,022	$	4,036	$	(14	)	13,500
San Antonio, TX	MOB	01/27/20	1,931		1,955		1,961		(6		)	6,500
Decatur, AL	MOB	02/18/20	5,784		5,792		5,777		15			35,943
Ramona, CA	SC	03/13/20	4,100		4,124		4,143		(19		)	11,300
Cuero, TX	SC	03/18/20	2,153		2,174		2,207		(33		)	15,515
Rogers, AR	IRF	03/27/20	19,000		18,317		19,042		(725		)	38,817
			$	36,971	$	36,384	$	37,166	$	(782	)	121,575

⁽¹⁾MOB - Medical Office Building; SC - Specialty Center; IRF - Inpatient Rehabilitation Facility
⁽²⁾ Includes, but is not limited to, above- and below-market lease intangibles, liabilities assumed, and security deposits.

The following table summarizes the ~~estimated~~relative fair values of the assets acquired and liabilities assumed in the property acquisitions for the ~~nine~~three months ended ~~September 30, 2017.~~

March 31, 2020.

Estimated Fair Value Estimated Useful Life
(In thousands) (In years)
Land and land improvements $ 9,715
5 - 7.5
Building and building improvements 74,891
20 - 40
Intangibles:
In place lease intangibles 9,527
1.4 - 8.9
Total intangibles 9,527

Accounts receivable and other assets assumed 32

Accounts payable, accrued liabilities and other liabilities assumed ⁽¹⁾
(416 )
Prorated rent, interest and operating expense reimbursement amounts collected (307 )
Total cash consideration $ 93,442

⁽¹⁾ Includes security deposits received.



			Relative Fair Value			Estimated Useful Life
			(in thousands)			(in years)
Land and land improvements			$	6,501		12.3
Building and building improvements			28,559			41.2
Intangibles:
	At-market lease intangibles		2,106			4.0
	Above-market lease intangibles		122			7.1
	Below-market lease intangibles		(96		)	3.6
		Total intangibles	2,132
Accounts payable, accrued liabilities and other liabilities assumed			(533		)
Prorated rent, interest and operating expense reimbursement amounts collected			(275		)
	Total cash consideration		$	36,384

Note 5. Debt, net

The table below details the Company's debt as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~2019.



	Balance as of
(Dollars in thousands)	March 31, 2020		December 31, 2019		Maturity Dates

Revolving Credit Facility	$	24,000	$	15,000	3/23
A-1 Term Loan, net	49,852		49,833		3/22
A-2 Term Loan, net	49,788		49,775		3/24
A-3 Term Loan, net	74,456		74,433		3/26
Mortgage Note Payable	5,180		5,202		5/24
	$	203,276	$	194,243

Notes to Condensed Consolidated Financial Statements - Continued

Balance as of
(Dollars in thousands)
September 30,
2017
December 31, 2016 Maturity Dates

Revolving Credit Facility $ —
$ 51,000
8/19
5-Year Term Loan, net 29,648
—
3/22
7-Year Term Loan, net 29,636
—
3/24
$ 59,284
$ 51,000

~~On March 29, 2017, we entered into a~~The Company's second amended and restated ~~Credit Facility (as amended and restated, the~~credit facility (the "Credit Facility")~~. The Credit Facility~~ is by and among Community Healthcare OP, LP, the Company, the ~~Lenders~~lenders from time to time party thereto, and Truist Bank (formerly SunTrust ~~Bank,~~Bank), as Administrative Agent. The Company’s material subsidiaries are guarantors of the obligations under the Credit Facility.

The Credit Facility, as amended, provides for a $150.0 million ~~revolving credit facility (the "Revolving~~Revolving Credit ~~Facility")~~Facility and ~~$100.0~~$175.0 million in term loans (the "Term Loans"). The Credit Facility, through the accordion feature, allows borrowings up to a total of ~~$450.0~~$525.0 million including the ability to add and fund additional term loans. The Revolving Credit Facility matures on ~~August 9, 2019~~March 29, 2023 and includes ~~two~~1 12-month ~~options~~option to extend the maturity date of the Revolving Credit Facility, subject to the satisfaction of certain conditions. The Term Loans include a five-year term loan facility in the aggregate principal amount of $50.0 million (the ~~"5-Year~~"A-1 Term Loan"), which matures on March 29, 2022, ~~and~~ a seven-year term loan facility in the aggregate principal amount of $50.0 million (the ~~"7-Year~~"A-2 Term Loan"), which matures on March 29, ~~2024. Upon closing of the Credit Facility~~2024, and a seven-year, $75.0 million A-3 Term Loan, which matures on March 29, 2017, the Company borrowed $30.0 million under each of the 5-Year Term Loan and the 7-Year Term Loan. Each of the 5-Year Term Loan and 7-Year Term Loan has a delayed draw feature that is available in up to three draws within 15 months from March 29, 2017, subject to a minimum draw of $10.0 million and pro forma compliance. The Company incurred approximately $784,000 in fees and other costs upon closing of the Credit Facility which are netted against the term loans and are being amortized to interest expense on a straight-line basis which approximates the effective interest method.2026.

~~Notes to Condensed Consolidated Financial Statements - Continued~~

Amounts outstanding under the Revolving Credit Facility, as amended, bear annual interest at a floating rate that is based, at the Company’s option, on either: (i) LIBOR plus ~~1.75%~~1.25% to ~~2.75%~~1.90% or (ii) a base rate plus ~~0.75%~~0.25% to ~~1.75%,~~0.90% in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.25% of the amount of the unused portion of the Revolving Credit Facility if amounts borrowed are greater than 33.3% of the borrowing capacity under the Revolving Credit Facility and 0.35% of the unused portion of the Revolving Credit Facility if amounts borrowed are less than or equal to 33.3% of the borrowing capacity under the Revolving Credit Facility. ~~At September 30, 2017, the~~The Company had ~~no balance~~$24.0 million outstanding under the Revolving Credit Facility with a ~~remaining~~2.50% weighted average interest rate at March 31, 2020, and a borrowing capacity remaining of ~~$150.0 million.~~approximately $126.0 million at March 31, 2020.

Amounts outstanding under the Term Loans, as amended, bear annual interest at a floating rate that is based, at the Company’s option, on either: (i) LIBOR plus ~~2.2%~~1.25% to ~~2.9%~~2.30% or (ii) a base rate plus ~~1.25%~~0.25% to ~~1.9%~~1.30%, in each case, depending upon the Company’s leverage ratio. In addition, the Company is obligated to pay an annual fee equal to 0.35% of the amount of the unused portion of the Term Loans. The Company has entered into interest rate swaps to fix the interest rates on the ~~term loans as discussed in~~Term Loans. See Note 6.6 for more details on the interest rate swaps. At ~~September 30, 2017,~~March 31, 2020, the Company had ~~$60.0~~drawn the full $175.0 million ~~outstanding~~ under the Term Loans ~~with~~which had a fixed weighted average interest rate under the swaps of approximately ~~4.34% and remaining borrowing capacity of $40.0 million.~~4.569%.

The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. ~~Also, the Company’s present financing policy prohibits incurring debt (secured or unsecured) in excess of 40% of its total book capitalization.~~ The Company was in compliance with its financial covenants under its Credit Facility ~~at September 30, 2017.~~as of March 31, 2020.

Note 6. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Notes to Condensed Consolidated Financial Statements - Continued

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish ~~this objective,~~these objectives, the Company primarily uses interest rate swaps ~~and/or caps~~ as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract.

As of ~~September 30, 2017,~~March 31, 2020, the Company had ~~two~~7 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk for notional amounts totaling ~~$60.0~~$175.0 million. The ~~Company had recorded~~table below presents the fair value of ~~its interest rate derivatives totaling approximately $386,000 in other liabilities in its~~the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance ~~Sheet.~~

Sheets as of March 31, 2020 and December 31, 2019.



	Asset Derivatives Fair Value at					Liability Derivatives Fair Value at
	March 31, 2020		December 31, 2019		Balance Sheet Classification	March 31, 2020		December 31, 2019		Balance Sheet Classification
Interest rate swaps	$	—	$	—	Other assets	$	13,426	$	4,808	Other Liabilities

~~Notes to Condensed Consolidated Financial Statements - Continued~~

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive ~~loss~~(loss) income ("AOCI") and isare subsequently reclassified to interest expense in the period that the hedged forecasted transaction affects earnings.

Amounts reported in ~~accumulated other comprehensive loss~~AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s Term Loans. During the next twelve months, the Company estimates that an additional ~~$0.3~~$3.4 million will be reclassified from other comprehensive (loss) income ("OCI") as an increase to interest expense.

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2020 and 2019.



	Three Months Ended March 31,
(Dollars in thousands)	2020			2019
Amount of unrealized loss recognized in OCI on derivative	$	(8,875	)	$	(1,213	)
Amount of loss (gain) reclassified from accumulated OCI into interest expense	$	257		$	(62	)
Total Interest Expense presented in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded	$	2,249		$	2,054

(Dollars in thousands) Three Months Ended
September 30, 2017 Nine Months Ended
September 30, 2017
Amount of gain (loss) recognized in OCI on derivative $ (74 ) $ (672 )
Amount of gain (loss) reclassified from accumulated OCI into interest expense $ (124 ) $ (286 )
Total Interest (Expense) presented in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded $ 1,091
$ 2,897

Credit-risk-related Contingent Features

As of ~~September 30, 2017,~~March 31, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was ~~$0.4~~$14.0 million. As of ~~September 30, 2017,~~March 31, 2020, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of approximately ~~$0.4~~$14.0 million at ~~September 30, 2017.~~March 31, 2020.

Notes to Condensed Consolidated Financial Statements - Continued

Note 7. Stockholders’ Equity

Common Stock

The following table provides a reconciliation of the beginning and ending common stock balances for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and for the year ended December 31, ~~2016:~~2019:



	Three Months Ended March 31, 2020	Year Ended December 31, 2019
Balance, beginning of period	21,410,578	18,634,502
Issuance of common stock	610,786	2,554,247
Restricted stock-based awards	103,905	221,829
Balance, end of period	22,125,269	21,410,578

Nine Months Ended
September 30, 2017
Year Ended
December 31, 2016
Balance, beginning of period 12,988,482
7,596,940
Issuance of common stock 4,887,500
5,175,000
Restricted stock-based awards 209,816
216,542
Balance, end of period 18,085,798
12,988,482

~~Equity Offering~~ATM Program

On ~~July 26, 2017,~~November 5, 2019, the Company ~~completed~~entered into an Amended and Restated Sales Agency Agreement ("Amended and Restated Sales Agreement") for its at-the-market offering program ("ATM Program") with Sandler O’Neill & Partners, L.P., Evercore Group L.L.C., SunTrust Robinson Humphrey, Inc., BB&T Capital Markets, a ~~public offering~~division of ~~4,887,500~~BB&T Securities, LLC, Fifth Third Securities, Inc. and Janney Montgomery Scott LLC, as sales agents (collectively, the “Agents”), under which the Company may issue and sell shares of its common stock, ~~including 637,500~~having an aggregate gross sales price of up to $360.0 million. The shares of common stock ~~issued in connection with the exercise in full~~may be sold from time to time through or to one or more of the ~~underwriters' option~~Agents, as may be determined by the Company in its sole discretion, subject to ~~purchase~~the terms and conditions of the agreement and applicable law.

The Company's activity under the ATM Program for the three months ended March 31, 2020 is detailed in the table below. As of March 31, 2020, the Company had approximately $274.3 million remaining that may be issued under the ATM Program.



	Three Months Ended March 31, 2020
Shares issued	610,786
Net proceeds received (in millions)	$	26.9
Average gross sales price per share	$	44.99

The Company sold an additional 38,587 shares ~~and received~~for net proceeds of approximately ~~$108.9~~$1.4 million ~~after deducting underwriting discount~~under the ATM Program at the end of March 2020 that were not settled and ~~commissions and estimated offering expenses payable by the Company.~~issued until April 2020.

~~Proceeds from the offering were used to repay the outstanding balance on our revolving credit facility totaling $58.0 million and for investments during the third and fourth quarters of 2017.~~

Notes to Condensed Consolidated Financial Statements - Continued

~~Universal Shelf S-3 Registration Statement~~

~~On September 13, 2016, the Company filed a registration statement on Form S-3 that allows us to offer debt or equity securities (or a combination thereof) of up to~~ ~~$750.0 million~~ from time to time. The Form S-3 registration statement was declared effective as of September 26, 2016. In July 2017, the Company completed an equity offering and issued approximately 4,887,500 shares of its common stock for gross proceeds of approximately $114.6 million under its Form S-3 registration statement, resulting in approximately $635.4 million remaining to be issued under the Form S-3 registration statement.

Note 8. Net Income Per Common Share

The following table sets forth the computation of basic and diluted net income per common ~~share.~~share for the three months ended March 31, 2020 and 2019, respectively.



	Three Months Ended March 31,
(Dollars in thousands, except per share data)	2020			2019
Net income	$	4,100		$	1,450
Participating securities' share in earnings	(424		)	(324		)
Net income, less participating securities' share in earnings	$	3,676		$	1,126

Weighted average Common Shares outstanding
Weighted average Common Shares outstanding	21,732,430			18,735,673
Unvested restricted shares	(997,812		)	(781,003		)
Weighted average Common Shares outstanding–Basic	20,734,618			17,954,670
Dilutive potential common shares	—			—
Weighted average Common Shares outstanding –Diluted	20,734,618			17,954,670

Basic Net Income per Common Share	$	0.18		$	0.06

Diluted Net Income per Common Share	$	0.18		$	0.06

Three Months Ended
September 30, 2017 Nine Months Ended
September 30, 2017
(Dollars in thousands, except per share data) 2017 2016 2017 2016
Net income $ 579
$ 1,064
$ 1,958
$ 1,688
Participating securities' share in earnings (200 ) —
(526 ) —
Net income, less participating securities' share in earnings $ 379
$ 1,064
$ 1,432
$ 1,688

Weighted average Common Shares outstanding
Weighted average Common Shares outstanding 16,719,150
12,948,097
14,319,231
10,972,011
Unvested restricted stock (477,164 ) (261,914 ) (434,755 ) (219,678 )
Weighted average Common Shares outstanding–Basic 16,241,986
12,686,183
13,884,476
10,752,333
Weighted average Common Shares outstanding–Basic 16,241,986
12,686,183
13,884,476
10,752,333
Dilutive potential common shares —
64,784
—
49,762
Weighted average Common Shares outstanding –Diluted 16,241,986
12,750,967
13,884,476
10,802,095

Basic Net Income per Common Share $ 0.02
$ 0.08
$ 0.10
$ 0.16

Diluted Net Income per Common Share $ 0.02
$ 0.08
$ 0.10
$ 0.16

Note 9. Incentive Plan

~~Under~~A summary of the activity under the Company's 2014 Incentive Plan, ~~awards may be made~~as amended, for the three months ended March 31, 2020 and 2019 is included in the ~~form of restricted stock, cash or a combination of both. Compensation~~table below, as well as compensation expense recognized from the amortization of the value of ~~the Company's officer, employee and director~~ shares over the applicable vesting periods during the three months ended September 30, 2017 and 2016 was approximately $0.4 million and $0.2 million, respectively, and during the nine months ended September 30, 2017 and 2016 was approximately $1.1 million and $0.5 million, respectively.

~~A summary of the activity under the 2014 Incentive Plan for the three and nine months ended September 30, 2017 and 2016 is included in the table below.~~periods.



		Three Months Ended March 31,
(Dollars in thousands)		2020		2019
Stock-based awards, beginning of period		909,892		709,487
	Stock in lieu of compensation	50,245		42,525
	Stock awards	53,660		42,165
	Total stock granted	103,905		84,690
Stock-based awards, end of period		1,013,797		794,177
Amortization expense		$	1,019	$	853

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Stock-based awards, beginning of period 434,980
224,895
302,299
85,757
Stock in lieu of compensation 16,452
38,703
80,580
104,110
Stock awards 60,683
38,701
129,236
112,432
Total stock granted 77,135
77,404
209,816
216,542
Stock-based awards, end of period 512,115
302,299
512,115
302,299

Note 10. Other Assets, net

Other assets, consists primarily of notes receivable, accounts receivable, straight-line rent receivables, prepaid assets, deferred financing costs, and above-market intangible assets. Items included in "Other assets, net"net on the Company's Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019 are detailed in the table below.



	Balance as of
(Dollars in thousands)	March 31, 2020		December 31, 2019
Notes receivable	$	21,950	$	23,500
Lease and interest receivables	3,252		3,021
Straight-line rent receivables	6,146		5,267
Prepaid assets	484		488
Deferred financing costs, net	639		693
Leasing commissions, net	959		875
Deferred tax asset	595		595
Above-market intangible assets, net	257		144
Right-of-use leased asset	139		139
Other	451		457
	$	34,872	$	35,179

The Company's notes receivable at March 31, 2020 included:

2 loans with a borrower totaling $21.4 million which are secured by all assets and ownership interests in the operations of 7 long-term acute care hospitals and 1 inpatient rehabilitation hospital owned by the borrower. The notes mature on December 31, 2025 and bear interest at 9% per annum.

a $2.5 million loan, acquired by the Company for $1.75 million, to help facilitate the bankruptcy filing of a borrower. The Company subsequently received a payment of $1.2 million on the note and had a carrying balance of $0.6 million at March 31, 2020 which is secured by all assets and personal property of the borrower. The note is due on demand and bears interest at 10% per annum.

The Company identified the borrowers of these notes as variable interest entities ("VIEs"), but management determined that the Company was not the primary beneficiary of the VIEs because we lack either directly or through related parties any material impact in the activities that impact the borrowers' economic performance. We are not obligated to provide support beyond our stated commitment to the borrowers, and accordingly our maximum exposure to loss as a result of this relationship is limited to the amount of our outstanding notes receivable. The VIEs that we have identified at March 31, 2020 are summarized in the table below.



Classification	Carrying Amount (in millions)		Maximum Exposure to Loss (in millions)
Note receivable	$	21.4	$	21.4
Notes receivable	$	0.6	$	0.6

Balance as of
(Dollars in thousands) September 30, 2017 December 31, 2016
Notes receivable $ 5,704
$ —
Accounts receivable 1,918
2,472
Straight-line rent receivables 1,723
744
Allowance for doubtful accounts (293 ) (154 )
Prepaid assets 355
260
Deferred financing costs, net 716
1,010
Above-market intangible assets, net —
25
Other 653
486
$ 10,776
$ 4,843

Note 11. Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate the fair value.

Cash and cash equivalents and restricted cash - The carrying amount approximates the fair value.

~~Mortgage note receivable~~ ~~- The fair value is estimated using cash flow analyses, based on an assumed market rate of interest or at a rate consistent with the rates on mortgage notes acquired by the Company.~~

Notes receivable - The fair value is estimated using cash flow analyses, based on an assumed market rate of interest or at a rate consistent with the rates on notes carried by the ~~Company.~~Company and are classified as level 2 in the hierarchy.

Borrowings under our Credit Facility - The carrying amount approximates the fair value because the borrowings are based on variable market interest rates.

Derivative financial instruments - The fair value is estimated using discounted cash flow techniques. These techniques incorporate primarily level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as level 2 in the hierarchy.

Mortgage note payable - The fair value is estimated using cash flow analyses which are based on an assumed market rate of interest or at a rate consistent with the rates on mortgage notes assumed by the Company and are classified as level 2 in the hierarchy.

The table below details the fair values and carrying values for our notes receivable, interest rate swaps, and mortgage note ~~and notes receivable~~payable at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, using ~~Level~~level 2 inputs.



	March 31, 2020				December 31, 2019
(Dollars in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	$	21,950	$	21,670	$	23,500	$	23,399
Interest rate swap liability	$	13,426	$	13,426	$	4,808	$	4,808
Mortgage note payable	$	5,261	$	5,589	$	5,288	$	5,351

September 30, 2017 December 31, 2016
(Dollars in thousands) Carrying Value Fair Value Carrying Value Fair Value
Mortgage note receivable $ 10,633
$ 10,633
$ 10,786
$ 10,786
Notes receivable $ 5,704
$ 5,669
$ —
$ —

Note 12. Subsequent Events

Dividend Declared

On ~~November 2, 2017,~~May 4, 2020, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of ~~$0.395~~$0.42 per share. The dividend is payable on ~~December 1, 2017~~May 29, 2020 to stockholders of record on ~~November 17, 2017.~~May 15, 2020.

~~Property~~Subsequent Acquisitions

~~During the fourth quarter of 2017, through November 7, 2017,~~Subsequent to March 31, 2020, the Company acquired ~~three real estate properties totaling~~1 property with approximately ~~105,500~~10,000 square feet for ~~an aggregate~~a purchase price ~~and cash consideration~~ of approximately ~~$25.9 million. Upon acquisition, the properties were~~$3.9 million and expects to fund an additional $1.5 million in tenant improvements. The property is 100% leased with the lease ~~expirations ranging~~expiring in 2035.

COVID-19 pandemic

Many healthcare providers have been impacted by the COVID-19 pandemic. Some of them are not seeing patients, others have seen a reduced number of elective procedures and/or patient visits, while others have experienced limited impact, or have even seen improved cash flows from ~~2025 through 2032. These acquisitions were funded~~either increases in census or from government funding.

The Company has entered into, or is negotiating, deferral agreements with ~~net proceeds~~several of its tenants. Based upon need and request the Company has been providing these tenants, generally, with two to three months of base rent deferral (the tenant continues to pay operating expenses). Pursuant to these agreements the tenants are, generally, required to repay the deferred amounts with funds received from business interruption insurance and/or the Payroll Protection Program of the CARES Act - with any remaining ~~from~~balance paid in equal monthly installments during the ~~Company's July 2017 equity offering~~third and ~~from the Company's Revolving Credit Facility.~~fourth quarters of 2020.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward-Looking Statements

This report and other materials that Community Healthcare Trust Incorporated (the "Company") has filed or may file with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made, or to be made, by management of the Company, contain, or will contain, contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “believes”, “expects”, “may”, “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, “anticipates” or other similar words or expressions, including the negative thereof. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Because forward-looking statements relate to future events, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Thus, the Company’s actual results and financial condition may differ materially from those indicated in such forward-looking statements. Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company’s common stock, changes in the Company’s business strategy, availability, terms and deployment of capital, the Company’s ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, changes in the real estate industry in general, interest rates or the general economy, adverse developments related to the healthcare industry, the degree and nature of the Company’s competition, the ability to consummate acquisitions under contract, effects on global and national markets as well as businesses resulting from the COVID-19 pandemic, and the other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016, the Company's~~2019, in Item 1A of this Quarterly ~~Reports~~Report on Form 10-Q, ~~for the three months ended March 31, 2017 and June 30, 2017,~~ and the Company’s other filings with the Securities and Exchange Commission from time to time. Readers are therefore cautioned not to place undue reliance on the forward-looking statements contained herein which speak only as of the date hereof. The Company intends these forward-looking statements to speak only as of the time of this report and the Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.

The purpose of this Management's Discussion and Analysis ("MD&A") is to provide an understanding of the Company's consolidated financial condition, results of operations and cash. MD&A is provided as a supplement to, and should be read in conjunction with, the Company's Condensed Consolidated Financial Statements and accompanying notes.

Overview

References such as "we," "us," "our," and "the Company" mean Community Healthcare Trust Incorporated, a Maryland corporation, and its consolidated ~~subsidiaries, including Community Healthcare OP, LP, a Delaware limited partnership of which we are the sole general partner (the "OP").~~subsidiaries.

We were organized in the State of Maryland on March 28, 2014. We are a self-administered, self-managed healthcare real estate investment trust, or REIT, that acquires and owns properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in our target submarkets. The Company conducts its business through an UPREIT structure in which its properties are owned by the OP, either directly or through subsidiaries. The Company is the sole general partner, owning 100% of the OP units.providers.

Trends and Matters Impacting Operating Results

Management ~~will monitor~~monitors factors and trends that it believes are important to the Company and the REIT industry in order to gauge their potential impact on the operations of the Company. Certain of the factors and trends that management believes may impact the operations of the Company are discussed below.

~~Property~~COVID-19 pandemic

Many healthcare providers have been impacted by the COVID-19 pandemic. Some of them are not seeing patients, others have seen a reduced number of elective procedures and/or patient visits, while others have experienced limited impact, or have even seen improved cash flows from either increases in census or from government funding.

The Company has entered into, or is negotiating, deferral agreements with several of its tenants. Based upon need and request the Company has been providing these tenants, generally, with two to three months of base rent deferral (the tenant continues to pay operating expenses). Pursuant to these agreements the tenants are, generally, required to repay the deferred amounts with funds received from business interruption insurance and/or the Payroll Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) - with any remaining balance paid in equal monthly installments during the third and fourth quarters of 2020.

Real estate acquisitions

During the ~~third~~first quarter of ~~2017,~~2020, the Company acquired ~~two~~six real estate properties totaling approximately 147,000 square feet for an aggregate purchase price and cash consideration of approximately $28.3 million. Upon acquisition, the properties were 100% leased in the aggregate with lease expirations ranging from 2022 through 2032. In addition, we funded a $5.0 million mezzanine loan to the tenant of one of the properties.

~~During the second quarter of 2017, the Company acquired 10 real estate properties totaling approximately 203,000~~122,000 square feet for an aggregate purchase price of approximately ~~$36.2~~$37.0 million ~~including~~and cash consideration of approximately ~~$35.9~~$36.4 million. Upon acquisition, the properties were ~~100%~~98.2% leased in the aggregate with lease expirations ~~ranging from 2019~~ through ~~2032.~~

During the first quarter of 2017, the Company acquired ten real estate properties totaling approximately 145,000 square feet for an aggregate purchase price of approximately $28.5 million, including cash consideration of approximately $28.4 million. Upon acquisition, the properties were approximately 95.2% leased in the aggregate with lease expirations ranging from 2018 through 2032. During the first quarter of 2017, the Company also acquired a property, adjacent to its corporate office, for a cash purchase price of approximately $0.9 million. The property is currently leased to a tenant but the Company intends to use the property for future expansion of its corporate office.

2035. See Note 4 to the Condensed Consolidated Financial Statements for more details on these acquisitions.

Subsequent ~~acquisitions~~Acquisitions

~~During the fourth quarter of 2017, through November 7, 2017,~~Subsequent to March 31, 2020, the Company acquired ~~three real estate properties totaling~~one property with approximately ~~105,500~~10,000 square feet for ~~an aggregate~~a purchase price ~~and cash consideration~~ of approximately ~~$25.9 million. Upon acquisition, the properties were~~$3.9 million and expects to fund an additional $1.5 million in tenant improvements. The property is 100% leased with the lease ~~expirations ranging from 2025 through 2032. These acquisitions were funded with net proceeds remaining from the Company's July 2017 equity offering and from the Company's Revolving Credit Facility.~~expiring in 2035.

Acquisition Pipeline

The Company has four properties under definitive purchase agreements for an aggregate expected purchase price of approximately ~~$20.3~~$9.9 million. The Company's expected ~~return~~aggregate returns on these investments range from approximately 9%9.05% to ~~10.5%~~9.24%. The Company ~~anticipates~~expects to close on these properties ~~will close during~~in the ~~fourth quarter. However,~~second quarter of 2020; however, the Company ~~is currently performing due diligence procedures customary for these types of transactions and~~ cannot provide assurance as to the timing of when, or whether, these transactions will actually close.

The Company ~~also~~ has three properties under definitive purchase agreements, to be acquired after completion and occupancy, for an aggregate expected purchase price of approximately ~~$40.4~~$68.0 million. The Company's expected aggregate returns on these investments range from approximately 9.5% to 11.0%. The Company expects to close ~~on one of~~ these properties ~~sometime in~~through the first half of ~~2018 and expects to close on the remaining two properties sometime in the second half of 2018. The Company's expected aggregate return on these investments ranges up to approximately 11%. However,~~2021; however, the Company cannot provide assurance as to the timing of when, or whether, these transactions will actually close.

~~The Company anticipates funding these investments with cash from operations, through proceeds from its Credit Facility or from net proceeds from additional debt or equity offerings.~~

Leased square footage

As of ~~September 30, 2017,~~March 31, 2020, our real estate portfolio was approximately ~~92.1%~~89.5% leased. During the ~~third quarter~~first three months of ~~2017,~~2020, we had expiring or terminated leases related to approximately ~~40,000~~7,300 square feet, and we leased or renewed leases relating to approximately ~~20,000~~26,800 square feet.

~~Equity Offering~~Highland Transition Update

Highland Hospital, and related entities, filed for bankruptcy on March 29, 2020. The Company has agreed to provide debtor in possession financing of up to $3.65 million in order to facilitate the process. In addition, at March 31, 2020, the Company has a net investment of $550,000 in a note, secured by all assets of Highland Hospital.

The new operator continues to manage Highland Hospital pursuant to a management agreement and is in the process of preparing for the transfer of licenses and other assets.

~~On July 26, 2017, the Company completed a public offering of 4,887,500 shares of its common stock, including 637,500 shares of common stock issued in connection~~The Company's lease with the ~~exercise in full~~new operator will become effective upon the sale of the ~~underwriters' option~~assets to ~~purchase additional shares,~~the new operator. The Company has received and ~~received~~anticipates continuing to receive its monthly payments.

The Company does not anticipate any material adverse long-term effect to its cash flows or net ~~proceeds~~income related to the transition or subsequent leasing of ~~approximately $108.9 million after deducting underwriting discount and commissions and estimated offering expenses payable by~~ the ~~Company.~~facility. The Company cannot provide assurance as to the timing or whether, this transaction will close.

~~Proceeds from the offering were used to repay the outstanding balance on our revolving credit facility totaling $58.0 million and for investments during the third and fourth quarters of 2017.~~

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a material effect on the Company's consolidated financial condition, results of operations or liquidity.

Inflation

We believe inflation will have a minimal impact on the operating performance of our properties. Many of our 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 Consumer Price Index or other measures). However, some of these contractual rent increases may be less than the actual rate of inflation. Generally, our lease agreements require the tenant to pay property operating expenses, including maintenance costs, real estate taxes and insurance. This requirement reduces our exposure to increases in these costs and property operating expenses resulting from inflation.

Seasonality

We do not expect our business to be subject to material seasonal fluctuations.

New Accounting Pronouncements

See Note 1 to the Company’s Condensed Consolidated Financial Statements accompanying this report for information on new accounting standards recently adopted and not yet adopted.

Results of Operations

The Company's results of operations for the three months ended ~~September 30, 2017~~March 31, 2020 compared to the same period in ~~2016~~2019 have most significantly been impacted by its real estate acquisitions. As of ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, the Company had investments in real estate properties ~~including a mortgage note,~~ totaling approximately ~~$358.0~~$641.9 million and ~~$217.6~~$478.4 million, respectively.

Three Months Ended ~~September 30, 2017~~March 31, 2020 Compared to Three Months Ended ~~September 30, 2016~~

March 31, 2019

The table below shows our results of operations for the three months ended ~~September 30, 2017~~March 31, 2020 compared to the same period in ~~2016~~2019 and the effect of changes in those results from period to period on our net income.


	Three Months Ended September 30,						Increase (Decrease) to Net Income			Three Months Ended March 31,						Increase (decrease) to Net income
(dollars in thousands)	2017			2016			$			2020			2019			$			%
REVENUES
Rental income	$	8,012		$	4,985		$	3,027		$	17,428		$	12,898		$	4,530		35.1	%
Tenant reimbursements	1,158			1,188			(30		)
Mortgage interest	255			270			(15		)
Other operating	19			—			19
Other operating interest										508			543			(35		)	(6.4	)%
	9,444			6,443			3,001			17,936			13,441			4,495			33.4	%
EXPENSES
Property operating	2,225			963			(1,262		)	3,343			3,075			(268		)	(8.7	)%
General and administrative	1,069			671			(398		)	2,192			1,785			(407		)	(22.8	)%
Depreciation and amortization	4,544			3,496			(1,048		)	6,059			5,246			(813		)	(15.5	)%
Bad debts	—			73			73
	7,838			5,203			(2,635		)	11,594			10,106			(1,488		)	(14.7	)%
OTHER INCOME (EXPENSE)
INCOME FROM OPERATIONS										6,342			3,335			3,007			90.2	%
Interest expense	(1,091		)	(185		)	(906		)	(2,249		)	(2,054		)	(195		)	(9.5	)%
Interest and other income, net	64			9			55
	(1,027		)	(176		)	(851		)
Other income										7			169			(162		)	(95.9	)%
NET INCOME	$	579		$	1,064		$	(485	)	$	4,100		$	1,450		$	2,650		182.8	%

Revenues

~~Our revenues~~Revenues increased approximately $4.5 million, or 33.4%, for the three months ended September 30, 2017 and 2016 totaling approximately $9.4 million and $6.4 million, respectively, represented income generated from our investments in 80 and 52 real estate properties and mortgage notes, respectively. Revenues generally include contractual rents and late fees due under the leases with our tenants, as well as straight-line rent adjustments and estimated operating expense recoveries under our tenant leases, and mortgage interest related to our mortgage notes receivable. The increase in rental income for the three months ended September 30, 2017March 31, 2020 compared to the same period in ~~2016 was substantially related~~2019 mainly due to ~~properties acquired since June 30, 2016.~~acquisitions of real estate.

Expenses

~~Our~~Property operating expenses increased approximately $0.3 million, or 8.7%, for the three months ended September 30, 2017 and 2016 totaling approximately $7.8 million and $5.2 million, respectively, generally represented expenses related to our real estate properties, general and administrative expenses, depreciation and amortization expense, and bad debt expense.

General and administrative expenses increased approximately ~~$0.6~~$0.4 million, ~~related to properties acquired since June 30, 2016. Property operating expenses for the remaining portfolio increased approximately $0.2 million~~or 22.8%, for the three months ended ~~September 30, 2017~~March 31, 2020 compared to the same period in ~~2016. Property operating~~2019 due mainly to compensation-related expenses and occupancy costs related to the addition of employees, including the non-cash amortization of non-vested restricted common shares issued under our 2014 Incentive Plan.

Depreciation and amortization expense increased approximately $0.8 million, or 15.5%, for the three months ended September 30, 2016 were also reduced by approximately $0.5 million due to net fair value adjustments of the contingent purchase price initially recognized upon the acquisition of three properties in 2016.

Interest expense

Interest expense increased approximately $0.2 million, or 9.5%, for the three months ended September 30, 2016 also included approximately $0.1 million in closing expenses related to the Company's acquisitions while in 2017 the Company included closing costs as part of the purchase price for its acquisitions upon the adoption of ASU No, 2017-01, ~~Business Combinations (Topic 805): Clarifying the Definition of a Business, which is discussed in more detail in Note 1 to our Condensed Consolidated Financial Statements.~~

Depreciation and amortization generally included depreciation on its buildings and improvements, as well as amortization of intangible assets resulting from the acquisition of its real estate properties, Depreciation and amortization for the three months ended September 30, 2017March 31, 2020 compared to the same period in ~~2016 increased approximately $1.6 million related~~2019 due mainly to ~~properties acquired since June 30, 2016 while certain intangible assets became fully depreciated resulting~~a higher weighted average debt balance in ~~a decrease~~the first quarter of ~~approximately $0.6 million.~~

~~During~~2020, offset partially by a lower weighted average interest rate on the ~~three months ended~~ ~~September 30, 2016~~,Revolving Credit Facility in the ~~Company recognized approximately $73,000 in bad debt expense related to four tenants. No bad debt expense was recognized during the three months ended September 30, 2017.~~

~~Interest expense~~

~~Interest expense for the three months ended September 30, 2017~~first quarter of 2020 compared to the same period in 2016 increased approximately $0.9 million. In the first quarter of 2017, the Company entered into its Credit Facility, as amended and restated, and borrowed $60 million in Term Loans, resulting in additional interest expense of approximately $0.7 million during the three months ended September 30, 2017 compared to the same period in 2016. In addition, the balance outstanding on our Revolving Credit Facility was higher during the three months ended September 30, 2017 compared to the same period in 2016 resulting in additional interest expense of approximately $0.2 million.2019.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

The table below shows our results of operations for the nine months ended September 30, 2017 compared to the same period in 2016 and the effect of changes in those results from period to period on our net income.

Nine Months Ended September 30, Increase (Decrease) to Net Income
(dollars in thousands) 2017 2016 $
REVENUES
Rental income $ 21,968
$ 13,188
$ 8,780
Tenant reimbursements 3,620
3,250
370
Mortgage interest 774
1,367
(593 )
Other operating 19
—
19
26,381
17,805
8,576
EXPENSES
Property operating 6,103
3,240
(2,863 )
General and administrative 2,674
2,372
(302 )
Depreciation and amortization 12,749
9,643
(3,106 )
Bad debts 67
103
36
21,593
15,358
(6,235 )
OTHER INCOME (EXPENSE)
Interest expense (2,897 ) (787 ) (2,110 )
Interest and other income, net 67
28
39
(2,830 ) (759 ) (2,071 )
NET INCOME $ 1,958
$ 1,688
$ 270

~~Revenues~~

Our revenues for the nine months ended September 30, 2017 and 2016 totaling approximately $26.4 million and $17.8 million, respectively, represented income generated from our investments in 80 and 52 real estate properties and mortgage notes, respectively. Revenues generally include contractual rents and late fees due under the leases with our tenants, as well as straight-line rent adjustments and estimated operating expense recoveries under our tenant leases, and mortgage interest related to our mortgage notes receivable.

Rental income for the nine months ended September 30, 2017 compared to the same period in 2016 increased approximately $7.4 million related to properties acquired since June 30, 2016. The remaining increase is mostly due to rent increases, straight-line rent and additional leasing on the remaining portfolio.

Tenant reimbursements for the nine months ended September 30, 2017 compared to the same period in 2016 increased approximately $0.6 million related to properties acquired since June 30, 2016, partially offset by decreases in current and prior year reconciliations.

Mortgage interest decreased approximately $0.6 million for the nine months ended September 30, 2017 compared to the same period in 2016 due to interest recorded during 2016 related to a $12.5 million mortgage note that the Company funded in the first quarter of 2016 and then converted to real estate upon the acquisition of the property in the second quarter of 2016.

~~Expenses~~

Our expenses for the nine months ended September 30, 2017 and 2016 totaling approximately $21.6 million and $15.4 million, respectively, generally represented expenses related to our real estate properties, general and administrative expenses, depreciation and amortization expense, and bad debt expense.

Property operating expenses included expenses incurred related to our owned real estate properties and generally include real estate taxes and insurance, utilities, repairs and maintenance and other operating expenses of the properties. Property operating expenses for the nine months ended September 30, 2017 compared to the same period in 2016 increased approximately $1.3 million related to properties acquired since June 30, 2016. Maintenance and repairs and management fees for the remaining portfolio increased approximately $0.4 million for the nine months ended September 30, 2017 compared to the same period in 2016. Property operating expenses for the nine months ended September 30, 2016 were also reduced by approximately $1.0 million due to net fair value adjustments of the contingent purchase price initially recognized upon the acquisition of three properties in 2016.

General and administrative expenses generally included legal, regulatory, and accounting fees, as well as certain compensation-related and occupancy costs related to its officers, employees and corporate office. Compensation-related expenses increased approximately $0.5 million for the nine months ended September 30, 2017 compared to the same period in 2016. General and administrative expenses for the nine months ended September 30, 2016 also included approximately $0.6 million in closing expenses related to the Company's acquisitions while in 2017 the Company included closing costs as part of the purchase price for its acquisitions upon the adoption of ASU No, 2017-01, ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~, which is discussed in more detail in Note 1 to our Condensed Consolidated Financial Statements. Other legal, regulatory and accounting fees increased approximately $0.4 million for the nine months ended September 30, 2017 compared to the same period in 2016.

Depreciation and amortization generally included depreciation on its buildings and improvements, as well as amortization of intangible assets resulting from the acquisition of its real estate properties. Depreciation and amortization for the nine months ended September 30, 2017 compared to the same period in 2016 increased approximately $3.6 million related to properties acquired since June 30, 2016 and increased approximately $0.5 million related to the remaining portfolio, while certain intangible assets became fully depreciated resulting in a decrease of approximately $1.0 million.

~~Interest expense~~

Interest expense for the nine months ended September 30, 2017 compared to the same period in 2016 increased approximately $2.1 million. In the first quarter of 2017, the Company entered into its Credit Facility, as amended, and borrowed $60 million in Term Loans, resulting in additional interest expense of approximately $1.5 million during the nine months ended September 30, 2017 compared to the same period in 2016. In addition, in April 2016, the Company completed a follow-on public offering of 5,175,000 shares of its common stock and received $86.8 million from the offering which was partially used to repay the outstanding balance on its revolving credit facility. The Company had no borrowings on its Revolving Credit Facility throughout the second or third quarters of 2016, until the last day of the third quarter, resulting in lower interest expense in 2016 of approximately $0.6 million.

Funds from Operations

Funds from operations (“FFO”) and FFO per share are operating performance measures adopted by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT’s operating performance equal to ~~“net~~net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and impairments of real estate, plus depreciation and amortization related to real estate properties, and after adjustments for unconsolidated partnerships and joint ventures.” NAREIT also provides REITs with an option to exclude gains, losses and impairments of assets that are incidental to the main business of the REIT from the calculation of FFO.

Management believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, management believes FFO and FFO per share to be supplemental measures of a REIT’s performance because they provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, ~~and~~ gains or losses from sales of real estate, impairment of real estate, and gains, losses and impairment of incidental assets, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO and FFO per share can facilitate comparisons of operating performance between periods. The Company reports FFO and FFO per share because these measures are observed by management to also be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs and because FFO per share is consistently reported, discussed, and compared by research analysts in their notes and publications about REITs. For these reasons, management has deemed it appropriate to disclose and discuss FFO and FFO per share. However, FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income attributable to common stockholders as an indicator of the Company’s operating performance or as an alternative to cash flow from operating activities as a measure of liquidity. The table below reconciles ~~FFO to~~ net income ~~for the three and nine months ended September 30, 2017 and 2016, respectively.~~to FFO.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(Dollars in thousands, excepts per share amounts)	2017		2016		2017		2016		2020		2019
Net income	$	579	$	1,064	1,958		$	1,688	$	4,100	$	1,450
Real estate depreciation and amortization	4,539		3,493		12,736		9,637		6,109		5,282
Total adjustments	4,539		3,493		12,736		9,637		6,109		5,282
Funds from Operations	$	5,118	$	4,557	$	14,694	$	11,325	$	10,209	$	6,732
Funds from Operations per Common Share-Basic	$	0.32	$	0.36	$	1.06	$	1.05	$	0.49	$	0.38
Funds from Operations per Common Share-Diluted	$	0.31	$	0.36	$	1.05	$	1.05	$	0.48	$	0.37
Weighted Average Common Shares Outstanding-Basic	16,241,986		12,686,183		13,884,476		10,752,333		20,734,618		17,954,670
Weighted Average Common Shares Outstanding-Diluted(1)	16,401,718		12,750,967		14,035,185		10,802,095		21,310,104		18,343,051

(1) Diluted weighted average common shares outstanding for FFO are calculated based on the treasury method, rather than the 2-class method used to calculate earnings per share.

Liquidity and Capital Resources

The Company monitors its liquidity and capital resources and relies on several key indicators in its assessment of capital markets for financing acquisitions and other operating activities as needed, including the following:

Leverage ratios and financial covenants included in our Credit Facility;

Dividend payout percentage; and

Interest rates, underlying treasury rates, debt market spreads and equity markets.

The Company uses these indicators and others to compare its operations to its peers and to help identify areas in which the Company may need to focus its attention.

Sources and Uses of Cash

The Company derives most of its revenues from its real estate ~~property and mortgage note portfolio, collecting~~properties. Our rental income ~~operating expense reimbursements and mortgage interest based on contractual arrangements with its tenants and borrowers. These sources of revenue represent~~represents our primary source of liquidity to fund our dividends, general and administrative expenses, property operating expenses, interest expense on our Credit Facility, and other expenses incurred related to managing our existing ~~portfolio and investing in additional properties.~~portfolio. To the extent additional resources are needed, the Company will fund its investment activity generally through equity or debt issuances either in the public or private markets or through proceeds from our Credit Facility.

The Company expects to meet its liquidity needs through cash on hand, cash flows from operations and cash flows from sources discussed above. The Company believes that its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.

OnThe Company's Credit Facility, as amended on March 29, ~~2017, we entered into our second amended and restated Credit Facility which~~2019, provides for a $150.0 million Revolving Credit Facility and ~~$100.0~~$175.0 million in Term ~~Loans. The Credit Facility, through the~~Loans, as well as an accordion feature which allows borrowings up to a total of ~~$450.0~~$525.0 million, including the ability to add and fund additional term loans. ~~The Revolving Credit Facility matures on August 9, 2019 and includes two 12-month options to extend the maturity date of the Revolving Credit Facility, subject~~Note 5 to the ~~satisfaction of certain conditions. The Term Loans include a five-year term loan facility in~~Condensed Consolidated Financial Statements provides more details on the ~~aggregate principal amount of $50.0 million which matures on~~Company's Credit Facility. At March 29, 2022 and a seven-year term loan facility in the aggregate principal amount of $50.0 million which matures on March 29, 2024. Upon closing of the Credit Facility on March 29, 2017, the Company borrowed $30.0 million under each of the 5-Year Term Loan and the 7-Year Term Loan. Each of the 5-Year Term Loan and 7-Year Term Loan has a delayed draw feature that is available in up to three draws within 15 months from March 29, 2017, subject to a minimum draw of $10.0 million and pro forma compliance. The Company entered into interest rate swaps to fix the interest rates on each of the Term Loans. At September 30, 2017,31, 2020, the Company had ~~no balance outstanding~~borrowed $175.0 million in Term Loans and had borrowing capacity remaining under the Revolving Credit Facility ~~with a remaining borrowing capacity of $150.0 million; and had $60.0 million outstanding under the Term Loans with a fixed weighted average interest rate under the swaps~~ of approximately ~~4.34% and a remaining borrowing capacity of $40.0~~$126.0 million. ~~Our debt to total book capitalization ratio was approximately 17.1% at September 30, 2017.~~

The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. Also, ~~our present~~the Company’s current financing policy prohibits ~~incurring~~aggregate debt (secured or unsecured) in excess of 40% of the Company's total capitalization, except for short-term, transitory periods. At March 31, 2020, our debt to total ~~book capitalization. At September 30, 2017, the~~capitalization ratio (debt plus stockholders' equity plus accumulated depreciation) was approximately 31.1%. The Company was in compliance with its financial covenants under ~~the~~its Credit ~~Facility.~~Facility as of March 31, 2020.

Subsequent Acquisitions

~~During the fourth quarter of 2017, through November 7, 2017,~~Subsequent to March 31, 2020, the Company acquired ~~three real estate properties totaling~~one property with approximately ~~105,500~~10,000 square feet for ~~an aggregate~~a purchase price ~~and cash consideration~~ of approximately ~~$25.9 million. Upon acquisition, the properties were~~$3.9 million and expects to fund an additional $1.5 million in tenant improvements. The property is 100% leased with the lease expirations ranging from 2025 through 2032. These acquisitions were funded with net proceeds remaining from the Company's July 2017 equity offering and from the Company's Revolving Credit Facility. See Note 7expiring in ~~the Company's Condensed Consolidated Financial Statements.~~2035.

Acquisition Pipeline

The Company anticipates funding these investments with cash from operations, through proceeds from its Credit Facility or from net proceeds from additional debt or equity offerings.

~~Equity Offering~~Other Contractual Obligations

The Company has tenant improvement allowances included in certain leases with its tenants totaling approximately $2.2 million that it could be obligated to fund or reimburse the tenants for if the tenants completed such improvements.

~~On July 26, 2017, the~~

The Company ~~completed a public offering~~has also entered into contracts regarding certain capital expenditures totaling approximately $2.1 million. Reimbursement of 4,887,500 shares of its common stock, including 637,500 shares of common stock issued in connection with the exercise in full of the underwriters' option to purchase additional shares, and received net proceeds of approximately $108.9 million after deducting underwriting discount and commissions and estimated offering expenses payablethese expenditures by ~~the Company.~~our tenants will be determined by each tenant's lease.

~~Proceeds from the offering were used to repay the outstanding balance on our Revolving Credit Facility totaling $58.0 million and for investments during the third and fourth quarters of 2017.~~

~~Universal~~Automatic Shelf ~~S-3~~ Registration Statement

On ~~September 13, 2016,~~November 5, 2019, the Company filed aan automatic shelf registration statement on Form S-3 ~~that will allow us~~with the SEC. The registration statement is for an indeterminate number of securities and is effective for three years. Under this registration statement, the Company has the capacity to offer ~~debt or equity securities (or a combination thereof) of up to $750.0 million~~and sell from time to ~~time. The Form S-3 registration statement was declared effective as~~time various types of ~~September 26, 2016. During July 2017, the Company completed an equity offering, discussed in more detail in Note 10, and issued approximately 4,887,500 shares of its~~securities, including common stock, for gross proceeds of approximately $114.6 million under its Form S-3 registration statement, resulting in approximately $635.4 million remaining to be issued under the Form S-3 registration statement.preferred stock, depository shares, rights, debt securities, warrants and units.

Operating Activities

Cash flows provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 were approximately ~~$15.4~~$10.3 million and ~~$10.8~~$7.3 million, respectively. Cash flows provided by operating activities were generally provided by contractual rents, net of expenses, on our real estate property portfolio.

Investing Activities

Cash flows used in investing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 were approximately ~~$98.7~~$35.5 million and ~~$71.8~~$33.3 million, respectively. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, the Company invested in 22six properties for an aggregate ~~purchase price~~cash consideration of approximately ~~$93.0~~$36.4 million ~~including approximately $92.6 million in cash consideration. The Company also~~and acquired a ~~property, adjacent to its corporate office,~~$2.5 million note for ~~a cash purchase price of approximately $0.9~~$1.8 million. ~~The property is currently leased to a tenant but~~Also, during the three months ended March 31, 2020, the Company ~~intends to use the property for future expansion of~~received payments on its ~~corporate office.~~ notes receivable totaling $3.3 million.

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2019, the Company invested in 11two properties for an aggregate ~~purchase price~~cash consideration of approximately $71.1 million, including approximately $58.8 million in cash consideration, including transaction costs incurred, and the conversion of a $12.5 million mortgage note that the Company had funded during the first quarter of 2016.$32.7 million.

Financing Activities

Cash flows provided by financing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 were approximately ~~$99.2~~$26.8 million and ~~$60.7~~$27.6 million, respectively. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, the Company ~~completed a public offering of 4,887,500~~borrowed $9.0 million under its Credit Facility, sold shares ofunder its ~~common stock, including 637,500 shares of common stock issued in connection with the exercise in full of the underwriters' option to purchase additional shares,~~ATM Program and received ~~net~~ proceeds of approximately ~~$108.9~~$26.9 million, ~~after deducting underwriting discount~~ and ~~commissions and estimated offering expenses payable by~~paid dividends totaling $9.0 million.

During the ~~Company.~~three months ended March 31, 2019, the Company amended its Credit Facility which provided an additional $75.0 million Term Loan. The ~~net~~ proceeds from the ~~equity offering~~Term Loan were ~~partially~~ used to ~~repay $58.0 million~~pay down the outstanding balance under the Company's Revolving Credit Facility. ~~Also, the~~The Company ~~entered into~~also sold shares under its ~~Credit Facility, borrowing $60.0 million in Term Loans,~~ATM Program and ~~paid $17.3 million in dividends.~~

During the nine months ended September 30, 2016, the Company completed a public offering of 5,175,000 shares of its common stock, including 675,000 shares of common stock issued in connection with the exercise in full of the underwriters' option to purchase additional shares, and received ~~net~~ proceeds of approximately ~~$86.1~~$4.7 million, ~~after underwriting discount~~ and ~~commissions and estimated offering expenses payable by the Company. The Company also~~ paid ~~$12.8 million in~~ dividends ~~during the nine months ended September 30, 2016.~~totaling $7.6 million.

Security Deposits

As of ~~September 30, 2017,~~March 31, 2020, the Company held approximately ~~$2.1~~$4.1 million in security deposits for the benefit of the Company in the event the obligated tenant fails to perform under the terms of its respective lease. Generally, the

Company may, at its discretion and upon notification to the tenant, draw upon the security deposits if there are any defaults under the leases.

Dividends

The Company is required to pay dividends to its stockholders at least equal to 90% of its taxable income in order to maintain its qualification as a REIT.

On ~~November 2, 2017,~~May 4, 2020, the Company’s Board of Directors declared a quarterly common stock dividend in the amount of ~~$0.3950~~$0.42 per share. The dividend is payable on ~~December 1, 2017~~May 29, 2020 to stockholders of record on ~~November 17, 2017.~~May 15, 2020. This rate equates to an annualized dividend of ~~$1.58~~$1.68 per share.

On September 1, 2017, 2017, the Company paid a cash dividend in the amount of $0.3925 per share to stockholders of record on August 28, 2017. This rate equates to an annualized dividend of $1.57 per share.

~~On May 4, 2017, the Company paid a cash dividend in the amount of $0.39 per share to stockholders of record on May 19, 2017. This rate equates to an annualized dividend of $1.56 per share.~~

~~On March 3, 2017, the Company paid a cash dividend in the amount of $0.3875 per share to shareholders of record on February 17, 2017. This rate equates to an annual dividend of $1.55 per share.~~

The ability of the Company to pay dividends is dependent upon its ability to generate cash flows and to make accretive new investments.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We may use certain derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings. We will not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based upon their credit rating and other factors. An interest rate swap is a contractual agreement entered into by two counterparties under which each agrees to make periodic payments to the other for an agreed period of time based on a notional amount of principal. Under the most common form of interest rate swap, known from our perspective as a floating-to-fixed interest rate swap, a series of floating, or variable, rate payments on a notional amount of principal is exchanged for a series of fixed interest rate payments on such notional amount.

In During the three months ended March ~~2017, we entered into our Credit Facility which provides for $100.0 million in variable rate Term Loans. Upon closing of the Credit Facility, we borrowed $60.0 million~~31, 2020 , there were no material changes in the ~~aggregate~~quantitative and qualitative disclosures about market risks presented in the Company’s Annual Report on ~~the Term Loans, with a delayed draw feature~~Form 10-K for the remaining $40.0 million, and subsequently entered into interest rate swaps to fix the interest rates on the Term Loans. See Notes 5, 6 and 10 for more information on the Term Loans and interest rate swaps.year ended December 31, 2019.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules ~~13a-15(b)~~13a-15(e) and ~~15d-15(b)~~15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, Company’s management has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act.

Changes In Internal Control Over Financial Reporting

There were no changes in our system of internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September 30, 2017~~March 31, 2020 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

The Company may, from time to time, be involved in litigation arising in the ordinary course of business or which may be expected to be covered by insurance. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this ~~quarterly report,~~Quarterly Report on Form 10-Q, an investor should consider the risk factors included in its Annual Report on Form 10-K for the year ended December 31, ~~2016, its Quarterly Reports on Form 10-Q for the three months ended June 30, 2017 and March 31, 2017,~~2019, and other reports that may be filed by the Company. Investors should also consider the following risk factors:

The COVID-19 pandemic’s impact on global markets could affect our future access to liquidity and materially adversely affect our results of operations and financial condition.

The coronavirus has spread throughout much of the world after initially surfacing in Wuhan, China in December 2019. The impact of the outbreak of COVID-19 on our business is unknown. State and local authorities in the United States, like their counterparts in many other countries, have since forced many businesses to temporarily shut down in an attempt to slow the spread of the virus, and Americans are being told by public officials to practice “social distancing.” Global stock markets have reacted very negatively, and economists are projecting a sharp economic slowdown, at least in the near term, even if governments take emergency relief measures. While the economic impact brought by, and the duration of, COVID-19 is difficult to assess or predict, the COVID-19 pandemic could result in significant disruption of global financial markets, reducing our ability to access capital in the future, which could negatively affect our liquidity in the future. The situation is constantly evolving, however, so the extent to which the COVID-19 outbreak will impact businesses and the economy is highly uncertain and cannot be predicted. Accordingly, we cannot predict the extent to which our results of operations, financial condition and cash flows will be affected.

We may be unable to complete any pending acquisitions, which would adversely affect our ability to make distributions to our stockholders and could have a material adverse impact on our results of operations, earnings and cash flow.

We cannot assure you that we will complete any pending acquisitions on the terms described in this report or other reports the Company may file or furnish in future SEC filings, because these transactions are subject to a variety of conditions, including, in the case of properties under contract, the execution of a mutually agreed-upon lease between us and the proposed tenant, our satisfactory completion of due diligence and the satisfaction of customary closing conditions. These transactions, whether or not successful, require substantial time and attention from management. Furthermore, the pending acquisitions require significant expense, including expenses for due diligence, legal and accounting fees and other costs. If we are unable to complete any potential acquisitions, we would still incur the costs associated with pursuing those investments, but would not generate the revenues and net operating income that we currently anticipate, which would adversely affect our ability to make distributions to our stockholders and could have a material adverse impact on our financial condition, results of operations and the market price of our common shares.

The COVID-19 pandemic may further hinder or delay our ability to complete any pending acquisitions due to its affect on a significant portion of the workforce, including but not limited to, temporarily closingbusinesses, limiting business hours, and setting restrictions on travel for a prolonged period of time. Our ability to complete pending acquisitions may be adversely affected due to such business closures. The extent to which the COVID-19 pandemic could impact our pending acquisitions will depend on future developments that are highly uncertain and cannot be accurately predicted.

The bankruptcy, insolvency or weakened financial position of our tenants, and particularly our largest tenants, could materially and adversely affect our operating results and financial condition.

We receive substantially all of our revenue from rent payments from tenants under leases of space in our healthcare properties. We have no control over the success or failure of our tenants’ businesses and, at any time, any of our tenants

may experience a downturn in its business that may weaken its financial condition. Additionally, private or governmental payers may lower the reimbursement rates paid to our tenants for their healthcare services. For example, the Affordable Care Act provides for significant reductions to Medicare and Medicaid payments. As a result, our tenants may delay lease commencement or renewal, fail to make rent payments when due or declare bankruptcy. Any leasing delays, tenant failures to make rent payments when due or tenant bankruptcies could result in the termination of the tenant’s lease and, particularly in the case of a large tenant, or a significant number of tenants, may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the market price of our common stock. In addition, to the extent a tenant vacates specialized space in one of our properties (such as imaging space, ambulatory surgical space, or inpatient hospital space), re-leasing the vacated space could be more difficult than re-leasing less specialized office space, as there are fewer users for such specialized healthcare space in a typical market than for more traditional office space.

Any bankruptcy filings by or relating to one of our tenants could bar all efforts by us to collect pre-bankruptcy debts from that tenant or seize its property, unless we receive an order permitting us to do so from a bankruptcy court, which we may be unable to obtain. A tenant bankruptcy could also delay our efforts to collect past due balances under the relevant leases and could ultimately preclude full collection of these sums. Furthermore, if a tenant rejects the lease while in bankruptcy, we would have only a general unsecured claim for pre-petition damages. Any unsecured claim that we hold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. It is possible that we may recover substantially less than the full value of any unsecured claims that we hold, if any, which may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the market price of our common stock. Furthermore, dealing with a tenant bankruptcy or other default may divert management’s attention and cause us to incur substantial legal and other costs, which could adversely affect our ability to execute our business strategies, financial condition, and results of operations, as well as our ability to make distributions to our stockholders and the market price of our common stock.

As a result of the COVID-19 pandemic, we are in preliminary discussions with some of our tenants and currently expect to grant relief to some our tenants to defer rent payments as a result of their estimated lost revenues from the current COVID- 19 pandemic; however, there can be no assurance we will reach an agreement with any tenant or if an agreement is reached, that any such tenant will be able to repay any such deferred rent in the future.

Adverse economic or other conditions in the geographic markets in which we conduct business could negatively affect our occupancy levels and rental rates and have a material adverse effect on our operating results.

Our operating results depend upon our ability to maintain and improve the anticipated occupancy levels and rental rates at our properties. Adverse economic or other conditions in the geographic markets in which we operate, including periods of economic slowdown or recession, industry slowdowns, periods of deflation, relocation of businesses, changing demographics, water pollution, earthquakes and other natural disasters, fires, terrorist acts, pandemics (such as the COVID-19 pandemic), civil disturbances or acts of war and other man-made disasters which may result in uninsured or underinsured losses, and changes in tax, real estate, zoning and other laws and regulations, may lower our occupancy levels and limit our ability to increase rents or require us to offer rental concessions. The failure of our properties to generate revenues sufficient to meet our cash requirements, including operating and other expenses, debt service and capital expenditures, may have an adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the market price of our common stock.

We will rely upon external sources of capital to fund future capital needs, and, if we encounter difficulty in obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet maturing obligations.

In order to maintain our status as a REIT under the Code, we are required, among other things, to distribute each year to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains. In addition, we are subject to income tax at regular corporate rates to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of this distribution requirement, we will not likely be able to fund all of our future capital needs from cash retained from operations, including capital needed to make investments and to satisfy or refinance maturing obligations. As a result, we expect to rely upon external sources of capital, including debt and equity financing, to fund future capital needs. If we are unable to obtain needed

capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business or to meet our obligations and commitments as they mature. Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions, the market’s perception of our current and potential future earnings and cash distributions and the market price of our common stock. We may not be in a position to take advantage of attractive acquisition opportunities for growth if we are unable to access the capital markets on a timely basis on favorable terms.

The capital and credit markets have experienced extreme volatility and disruption as a result of the global outbreak of COVID- 19. We believe that such volatility and disruption are likely to continue into the foreseeable future. Market volatility and disruption could hinder our ability to obtain new debt financing or refinance our maturing debt on favorable terms or at all or to raise debt and equity capital.

Adverse trends in healthcare provider operations may negatively affect our lease revenues and our ability to make distributions to our stockholders.

The healthcare industry is currently experiencing, among other things:

changes in the demand for and methods of delivering healthcare services;

changes in third party reimbursement methods and policies;

increased attention to compliance with regulations designed to safeguard protected health information and cyber-attacks on entities;

consolidation and pressure to integrate within the healthcare industry through acquisitions and joint ventures; and

increased scrutiny of billing, referral and other practices by U.S. federal and state authorities.

These factors may adversely affect the economic performance of some or all of our tenants and, in turn, our lease revenues, which may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the market price of our common stock.

In 2020, the COVID-19 pandemic has resulted in a substantial reduction in the number of elective surgeries, physician office visits and emergency room volumes due to restrictive measures, like quarantines and shelter-in-place orders, and general concerns related to the risk of contracting COVID-19 from interacting with the healthcare system. We believe that certain of these patient volume declines reflect a deferral of healthcare services utilization to a later period, rather than a permanent reduction in demand for services. Given the general necessity of the healthcare services, we anticipate that this deferral of services may create a backlog of demand in the future, in addition to the resumption of historically normal activity; however, there is no assurance that either will occur.

The trading volume of our common stock may be volatile, and you may not be able to resell shares of our common stock at prices equal to or greater than the price you paid or at all.

Our common stock is listed on the New York Stock Exchange. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur, and investors in our common stock may from time to time experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above the price at which you purchased such shares. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

actual or anticipated variations in our quarterly operating results or dividends;

changes in our FFO or earnings estimates;

publication of research reports about us or the real estate industry;

increases in market interest rates that lead purchasers of our shares to demand a higher yield;

changes in market valuations of similar companies;

adverse market reaction to any additional debt we incur in the future;

additions or departures of key management personnel;

actions by institutional stockholders;

speculation in the press or investment community;

the realization of any of the other risk factors presented in this report;

the extent of investor interest in our securities;

the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

our underlying asset value;

investor confidence in the stock and bond markets generally;

changes in tax laws;

future equity issuances by us;

failure to meet earnings estimates;

the impact of COVID-19 on our business, financial condition, results of operations, cash flows, and global financial markets; and

general market and economic conditions.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us, including our financial condition, results of operations, cash flow and the market price of our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits required by Item 601 of Regulation S-X which are filed with this report are listed in the Exhibit Index and are hereby incorporated in by reference.

EXHIBIT INDEX



Exhibit Number		Description
3.1		Corporate Charter of Community Healthcare Trust Incorporated, as amended (1)
3.2		Bylaws of Community Healthcare Trust Incorporated, as amended (2)
10.1		Fourth Amendment ~~No. 2~~ to ~~the 2014 Incentive Plan of~~Employment Agreement between Community Healthcare Trust Incorporated and Timothy G. Wallace (3)
10.2		First Amendment ~~No. 3~~ to ~~the 2014 Incentive Plan of~~Employment Agreement between Community Healthcare Trust Incorporated and David H. Dupuy (4)
10.3		~~Underwriting~~First Amendment to Amended and Restated Employment Agreement ~~dated July 20, 2017, by and among~~between Community Healthcare Trust Incorporated and W. Page Barnes (5)
10.4		First Amendment to Amended and Restated Employment Agreement between Community Healthcare ~~OP, LP, Sandler O’Neill & Partners, L.P., Evercore Group L.L.C.~~Trust Incorporated and ~~SunTrust Robinson Humphrey, Inc., as representatives of the underwriters named in Schedule A of the Underwriting Agreement (5)~~Leigh Ann Stach (6)
31.1 *		Certification of the Chief Executive Officer of Community Healthcare Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002
31.2 *		Certification of the Chief Financial Officer of Community Healthcare Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002
32.1 **		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


(1)	Filed as Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on May 6, 2015 (Registration No. 333-203210)and incorporated herein by reference.


(2)	Filed as Exhibit 3.2 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015 (Registration No. 333-203210)and incorporated herein by reference.


(3)	Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on ~~July 17, 2017.~~January 3, 2020 (File No. 001-37401) and incorporated herein by reference.


(4)	Filed as Exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on ~~July 17, 2017.~~January 3, 2020 (File No. 001-37401) and incorporated herein by reference.


(5)	Filed as Exhibit ~~1.1~~10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on ~~July 26, 2017.~~January 3, 2020 (File No. 001-37401) and incorporated herein by reference.


(6)	Filed as Exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 3, 2020 (File No. 001-37401) and incorporated herein by reference.

_________


*	Filed herewith.


**	Furnished herewith.

SIGNATURES

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

Date: ~~November 7, 2017~~May 5, 2020



	COMMUNITY HEALTHCARE TRUST INCORPORATED

	By:	/s/ Timothy G. Wallace
		Timothy G. Wallace
		Chief Executive Officer and President

	By:	/s/ ~~W. Page Barnes~~David H. Dupuy
		~~W. Page Barnes~~David H. Dupuy
		Executive Vice President and Chief Financial Officer

4032



2017	$	8,292
2018	30,409
2019	27,202
2020	24,497
2021	21,541
2022 and thereafter	134,018
	$	245,959



	Estimated Fair Value			Estimated Useful Life
	(In thousands)			(In years)
Land and land improvements	$	9,715		5 - 7.5
Building and building improvements	74,891			20 - 40
Intangibles:
In place lease intangibles	9,527			1.4 - 8.9
Total intangibles	9,527
Accounts receivable and other assets assumed	32
Accounts payable, accrued liabilities and other liabilities assumed ⁽¹⁾	(416		)
Prorated rent, interest and operating expense reimbursement amounts collected	(307		)
Total cash consideration	$	93,442

⁽¹⁾ Includes security deposits received.



	Balance as of
(Dollars in thousands)	September 30, 2017		December 31, 2016		Maturity Dates

Revolving Credit Facility	$	—	$	51,000	8/19
5-Year Term Loan, net	29,648		—		3/22
7-Year Term Loan, net	29,636		—		3/24
	$	59,284	$	51,000



(Dollars in thousands)	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Amount of gain (loss) recognized in OCI on derivative	$	(74	)	$	(672	)
Amount of gain (loss) reclassified from accumulated OCI into interest expense	$	(124	)	$	(286	)
Total Interest (Expense) presented in the Condensed Consolidated Statements of Income in which the effects of the cash flow hedges are recorded	$	1,091		$	2,897



	Nine Months Ended September 30, 2017	Year Ended December 31, 2016
Balance, beginning of period	12,988,482	7,596,940
Issuance of common stock	4,887,500	5,175,000
Restricted stock-based awards	209,816	216,542
Balance, end of period	18,085,798	12,988,482