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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 29, 2024
Healthcare Trust, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland | |
001-39153 | |
38-3888962 |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
222 Bellevue
Ave.
Newport, RI 02840 |
(Address, including zip code,
of Principal Executive Offices)
Registrant’s telephone number,
including area code: (212) 415-6500 |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | |
Trading Symbol(s) | |
Name of each exchange on which registered: |
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
HTIA | |
The Nasdaq Global Market |
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01
par value per share | |
HTIBP | |
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
Healthcare Trust, Inc.
(the “Company”) prepared an investor presentation containing certain portfolio information and financial highlights. Representatives
of the Company intend to present some of or all of this presentation to current investors and their financial advisors at various conferences
and meetings, including webinars. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On August 29, 2024,
the Company hosted a conference call to discuss its financial and operating results for the quarter ended June 30, 2024. A transcript
of the pre-recorded portion of the webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K. A copy of the presentation
and replay of this webcast will be available on the Company’s website at www.healthcaretrustinc.com in the news section.
The information contained
in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, is being furnished and shall not be deemed “filed”
for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Exchange
Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except to the extent
expressly stated in such filing.
Forward-Looking Statements
The statements in this Current Report on Form
8-K that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially
different. The words “anticipates,” “believes,” “expects,” “estimates,” “projects,”
“plans,” “intends,” “may,” “will,” “would” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking
statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control,
which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and
uncertainties include the potential adverse effects of (i) the geopolitical instability due to the ongoing military conflict between
Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and
the related impact on the Company, the Company’s tenants, the Company’s operators and the global economy and financial markets,
and (ii) that any potential future acquisitions by the Company are subject to market conditions and capital availability and may not
be identified or completed on favorable terms, if at all, as well as those risks and uncertainties set forth in the Risk Factors section
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 15, 2024, as amended by the Form
10-K/A filed on March 22, 2024, and all other filings with the Securities and Exchange Commission (“SEC”) after that
date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent filings
with the SEC. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to
update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time, unless required to do so by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
HEALTHCARE TRUST, INC. |
|
|
|
Date: August 29, 2024 |
By: |
/s/ Scott M. Lappetito |
|
|
Scott M. Lappetito |
|
|
Chief Financial Officer, Secretary and Treasurer |
Exhibit 99.1
| 1
Healthcare Trust, Inc.
Second Quarter 2024 Investor Webcast Presentation |
| 2
Internalization Update
HTI has entered into a definitive agreement to internalize management of the Company
✓ Executed definitive agreement on August 6, 2024, which will result in the internalization of the management of the Company (the
“Internalization”) effective upon the closing of the transaction
✓ Internalization will result in the self-management of the Company by its executive team, including the asset management, property
management and operational functions which are currently provided by the Company’s external advisor and property manager
✓ Estimated annual savings of more than $25 million of asset management and property management fees(1) as well as additional general
and administrative savings are expected to be realized as a result of the transaction
✓ Execution of strategic disposition strategy is ongoing to enhance portfolio composition and operating performance
✓ During the second quarter, Company closed on the disposition of one SHOP asset for a sale price of $3.3 million, and subsequent
to the second quarter, closed on the disposition of a MOB portfolio of seven properties at a sale price of $50.5 million
✓ Company has an additional eight MOB and one SHOP assets in its disposition pipeline for an estimated total disposition price of
$78.7 million(2)
✓ Organic growth and performance improvements evident in the Company’s Q2 2024 results, along with the benefits of Internalization,
are among the many steps the Company is undertaking to best position itself for a listing of the Company’s common stock on a national
securities exchange
✓ Company is dedicated to continuing to enhancing corporate governance prior to the forthcoming listing to more closely align with
its publicly traded peers
✓ Company will rebrand as National Healthcare Properties, Inc. upon closing of the Internalization
✓ Internalization is expected to close on or about September 27, 2024
(1) See HTI 10-K filing operating fees to related parties on the Consolidated Statements of Operations and Comprehensive Loss for the year ending December 31, 2023.
(2) There can be no assurance that the contemplated dispositions will lead to completed transactions on their current terms, or at all. |
| 3
Q2'24 Company Overview
(1) Based on gross asset value of $2.6 billion, net of gross market lease intangible liabilities of $21.0 million as of June 30, 2024.
(2) Percentages are based on NOI for the three months ended June 30, 2024. See Appendix: Financial Definitions for Non-GAAP reconciliations.
(3) See Definitions in the Appendix: Financial Definitions for a full description.
(4) Leasing Pipeline data as of August 15, 2024. Assumes executed leases commence and signed LOIs lead to definitive leases on their contemplated terms, which is not assured.
(5) Refer to page 7 for additional information.
(6) There can be no assurance that the contemplated dispositions will lead to completed transactions on their current terms, or at all.
(7) See Definitions in the Appendix: Financial Definitions for a full description of capitalized term and for Non-GAAP reconciliations
HTI is a $2.6 billion(1) healthcare REIT with a high-quality portfolio focused on two
segments, Medical Office Buildings (“MOB”) and Senior Housing Operating Properties (“SHOP”)
High
Quality Portfolio
✓ High-quality portfolio featuring 207 properties that are 74% MOB and 26% SHOP(2)
✓ Geographically diversified portfolio across 32 states with select concentrations in states that management believes to have favorable
demographic tailwinds
✓ HTI has a forward Leasing Pipeline(3) of 49,114 SF that, upon commencement, is expected to further increase MOB portfolio
Occupancy(3) to 91.2%(4) from 90.3% as of Q2'24
✓ Proactive MOB leasing activity with 15 lease renewals completed in Q2'24 totaling over 76,790 SF at a positive Lease Renewal
Rental Spread of 9.4% which is expected to be recognized over the weighted-average term of these renewed leases of 6.1 years
Strategic Disposition
Initiative(5)
✓ During the second quarter, HTI closed on the disposition of one SHOP asset for a sale price of $3.3 million and subsequent to
quarter end, closed on the disposition of a seven-property MOB portfolio at a sale price of $50.5 million
✓ Non-binding executed letters of intent on an additional eight MOB properties and one SHOP property for a total estimated sale price
of $78.7 million(6)
Meaningful
Performance
Improvement
✓ AFFO(7) has improved by 13.8% year-over-year from $3.8 million in Q2’23, and over 200% QoQ from $1.4 million in Q1’24, to
$4.4 million in Q2’24 as a result of improved property level performance and managed expenses
✓ Year-over-year, SHOP segment NOI(7) improved by 10.1% from $8.1 million in Q2’23 to $8.9 million in Q2'24 as a result of
increased rental rates and higher occupancy
✓ Year-over-year, SHOP segment Occupancy(3) increased by 3.1%, from 73.3% as of Q2’23 to 76.4% in Q2'24
✓ Year-over-year, MOB segment NOI(7) improved by 1.9% from $24.5 million in Q2’23 to $24.9 million in Q2'24 as a result of
accretive acquisitions and favorable leasing
✓ As of Q2'24, HTI maintained Net Leverage(3) of 44.5%
Experienced
Management Team
✓ Proven track record with significant public REIT market experience
✓ Dedicated SHOP management team that collectively has over 50 years of SHOP operating experience |
| 4
(1) See Definitions in the Appendix: Financial Definitions for a full description. For the SHOP portfolio, Occupancy is based on unit count as of June 30, 2024.
(2) Excludes two land parcels.
(3) Based on gross asset value of $2.6 billion, net of gross market lease intangible liabilities of $21.0 million as of June 30, 2024.
(4) Annual base rent escalations increase the cash rent payments due in future periods. Approximately 93.6% of HTI’s MOB leases include such provisions, of which approximately 97% of leases are fixed-rate, 3% are based on the Consumer Price Index, based on number of leases.
Portfolio Snapshot
HTI owns a 9 million SF diversified portfolio that is comprised of an MOB portfolio that is approximately 90% occupied
with embedded long-term cash rent growth and a SHOP portfolio totaling over 4,000-units with significant Occupancy(1) upside
($ in millions and SF in thousands) MOB SHOP
Rentable Square Feet / Units (SHOP) 5,194 4,069
Properties(2) 160 45
States 29 12
Gross Asset Value(3) $1,476 $1,131
Percentage of NOI 73.8% 26.2%
Occupancy(1) 90.3% 76.4%
Average Annual Base Cash Rent Escalations 2.3%(4) Market Rates
Weighted Average Remaining Lease Term(1) 4.5 Years N/A |
| 5
74%
26%
MOB
SHOP
FL
20%
PA
11%
GA
10%
IA
8%
IL
7%
CA
7%
MI 5%
AR 5%
WI 4%
AZ 3%
Other
20%
Dynamic Portfolio Fundamentals
HTI is focused on deploying capital into select, high-quality MOB and
SHOP assets throughout the United States and increasing portfolio Occupancy
Select Geographic Mix
(1) Percentages are based on NOI for the quarter ended June 30, 2024. See Appendix: Financial Definitions for a full description and for Non-GAAP reconciliations.
(2) Based on Annualized Straight-Line Base Rent as of June 30, 2024. See Appendix: Financial Definitions for a full description and for Non-GAAP reconciliations.
(3) Annual base rent escalations increase the cash rent payments due in future periods. Approximately 93.6% of HTI’s MOB leases include such provisions, of which approximately 97% of leases are fixed-rate, 3% are based on the Consumer Price Index, based on number of leases.
$34 million
NOI(1)
Diversified Geographically Across 32 States
High-Quality Portfolio
Top 10
States(2)
✓ MOB portfolio that is diversified across 29 states and features long-term net leases to credit-worthy tenants with an average annual base
cash rent escalation of 2.3% on approximately 94% of leases(3)
✓ Actively managed and resilient SHOP portfolio with significant
Occupancy upside that is operated by four operators
✓ Geographically diversified across 32 states with select state
concentrations that management believes to have favorable
demographic tailwinds
Portfolio Highlights
MOB
SHOP |
| 6
✓ DaVita (NYSE: DVA) and Fresenius (NYSE: FMS) are industry leading publicly traded companies with a combined
market cap of almost $30 billion(1)
✓ Developed strong tenant relationships with leading medical institutions such as UPMC, a leading health enterprise
with over 95,000 employees and 800 clinical locations
✓ HTI remains committed to developing strong partnerships with leading healthcare brands which HTI believes
benefits patients and other stakeholders
Strategic Partners
HTI tenants and partners include some of the top healthcare brands in well-established markets
MOB SHOP
(1) Market capitalization data as of August 14, 2024. |
| 7
HTI completed the dispositions of one SHOP property during the second quarter and a seven-property
MOB portfolio subsequent to quarter close, for a combined total sale price of $53.8 million
($ in millions, square feet in thousands)
Strategic Disposition Initiative
2024 Closed Dispositions Property
Type State Number of
Properties
Square
Feet
Disposition
Price Closed
Copper Springs SHOP ID 1 50 $3.3 Q2’24
Aperion Portfolio MOB: SNF IL 7 326 $50.5 Q3'24
Total Closed 2024 8 376 $53.8
2024 Pipeline Dispositions Property
Type State Number of
Properties
Square
Feet
Est.
Disposition
Price(1)
Expected to
Close
Acuity Specialty Hospital –
Sun City MOB: Hospital AZ 1 48 $3.5 Q3'24
Felicita Vida SHOP CA 1 80 $21.0 Q3'24
Fresenius Medical Care MOB: Multi-Tenant FL 1 15 $2.2 Q4'24
Texas Portfolio MOB: Single- &
Multi-Tenant TX 6 185 $52.0 Q4'24
Total Pipeline 2024 9 328 $78.7
Total 2024 Closed + Pipeline Dispositions 17 723 $132.5
(1) There can be no assurance that the contemplated dispositions will lead to completed transactions on their current terms, or at all. |
| 8
Debt Capitalization($mm) Q2'24
Mortgage Notes Payable $828
Fannie Mae Master Credit Facilities $343
Capital One MOB Warehouse Facility $22
Total Secured Debt $1,193
Total Unsecured Debt $0
Total Debt $1,193
Economic Interest Rate(1) 5.0%
Key Capitalization Metrics ($mm) Q2'24
Net Debt(1) $1,164
Cash and Cash Equivalents $29
Net Leverage(1) 44.5%
Balanced Capital Structure
In Q2'24, HTI continued to manage its capital structure to promote
financial flexibility by maintaining conservative Net Leverage(1)
Note: Metrics as of and for the three months ended June 30, 2024.
(1) See Definitions in the Appendix: Financial Definitions for a full description.
(2) Includes mortgages fixed by designated interest rate “pay-fixed” swap agreements.
(3) The GAAP weighted average interest rate on HTI’s Fannie Mae Master Credit Facilities, not accounting for the economic impact of all hedging instruments, was 7.9% as of June 30, 2024.
(4) HTI renewed an interest rate cap which expired in April 2024, and has no interest rate cap expirations until 2025.
(5) Source: Federal Reserve Bank of New York.
Capitalization Highlights
Mortgage Debt
▪ HTI has $828.3 million of fixed-rate(2) mortgages notes
payable, secured by 136 MOBs and four SHOPs, with an
aggregate gross asset value of $1.4 billion. These mortgages
bear interest at a weighted average annual rate of 4.6%, and
have varying maturities through 2049, with the earliest being a
$12.6 million mortgage note payable due January 2025.
Credit Facilities
▪ Fannie Mae Master Credit Facilities: Consists of two facilities
between KeyBank and Capital One. The credit facilities had an
Economic Interest Rate(1) of 5.9%(3) as of June 30, 2024, and
mature in 2026.
▪ Capital One MOB Warehouse Facility: On December 22, 2023,
HTI closed on a $50.0 million loan facility with Capital One.
As of June 30, 2024, $21.7 million was drawn, leaving $28.3
million of remaining liquidity on the facility. The MOB
Warehouse Facility is capped at 3.5% SOFR.
Borrowings under HTI's Credit Facilities are capped(4) at an
attractive 3.5% SOFR rate, which is significantly less than
the spot SOFR rate of 5.3%(5) as of August 13, 2024. |
| 9
$8.1 mm
$8.9 mm
Q2'23 Q2'24
Key Operating Highlights
Meaningful SHOP Segment NOI Improvement(1)
✓ AFFO(1) increased by over 200% QoQ from $1.4 million in
Q1’24, and 13.8% YoY from $3.8 million in Q2’23, to $4.4
million in Q2’24
✓ SHOP segment NOI(1) improved by 10.1% YoY to $8.1 million
in Q2'24 from $8.9 million in Q2’23 as a result of increased
rental rates, higher Occupancy(1), and expense management
✓ MOB segment NOI(1) improved by 1.9% YoY to $24.9 million
in Q2'24 from $24.5 million in Q2’23 as a result of accretive
acquisitions and favorable leasing
Operating Highlights
$3.8 mm
$4.4 mm
Q2'23 Q2'24
Strong YoY AFFO(1) Growth
(1) See Appendix: Financial Definitions for a full description and Non-GAAP reconciliations.
In Q2'24, HTI meaningfully increased AFFO(1), along with NOI(1) in both the MOB and SHOP segments
$24.5 mm $24.9 mm
Q2'23 Q2'24
Durable and Resilient MOB Segment NOI Performance(1) |
| 10
Company Highlights
In the second quarter, HTI continued to focus on increasing MOB and SHOP NOI, exploring strategic dispositions,
and maintaining a conservative balance sheet
✓ High-Quality Portfolio of 205(1) properties comprised of 74% MOB and 26% SHOP properties(2)
✓ Strategic Disposition Program(3) with total 2024 closed dispositions of $53.8 million and an additional pipeline of
$78.7 million(4) currently under non-binding sale agreement
✓ Exceptional AFFO(5) Improvement of over 200% quarter-over-quarter, from $1.4 million in Q1’24 to $4.4 million in
Q2’24, and 13.8% year-over-year, from $3.8 million in Q2’23 to $4.4 million in Q2’24
✓ Resilient MOB Performance with an increase in MOB segment NOI(5) to $24.9 million in Q2'24 compared to $24.4
million in Q2’23 and a Q2'24 Lease Renewal Rental Spread(6) of 9.4% across over 76,790 SF which is expected to be
recognized over the weighted-average term of these renewed leases of 6.1 years
✓ Improving SHOP Performance in Q2'24 with SHOP segment NOI(5) increasing to $8.9 million from $8.1 million in
Q2’23, a 10.1% year-over-year increase as a result of increased rental rates and higher Occupancy(6)
✓ Prudent Debt Capitalization as of Q2'24 with Net Leverage(6) of 44.5%
✓ Experienced Management Team with a proven track record and significant public REIT experience
(1) Excludes two land parcels
(2) Percentages based on NOI for the three months ended June 30, 2024. See Appendix: Financial Definitions for a full description and Non-GAAP reconciliations.
(3) See page 7 for further details.
(4) There can be no assurance that the contemplated dispositions will lead to completed transactions on their current terms, or at all.
(5) See Definitions in the Appendix: Financial Definitions for a full description for Non-GAAP reconciliations
(6) See Definitions in the Appendix: Financial Definitions for a full description. |
| 11
Experienced Leadership Team (1)
Trent Taylor
Senior Vice President, Asset
Management
Mr. Taylor currently serves as Senior Vice President
at the Company’s advisor with a primary focus on
asset management and leasing. Mr. Taylor has over
16 years of commercial real estate and development
experience. He earned an MS in Real Estate from
New York University and BA in Accounting &
Finance from the University of Central Florida.
Leslie D. Michelson
Non-Executive Chairman, Audit
Committee Chair
Mr. Michelson has served as the chairman of Private
Health Management, a retainer-based primary care
medical practice management company from April
2007 until February 2020, and executive chairman and a
director since March 2020. Mr. Michelson served as
Vice Chairman and Chief Executive Officer of the
Prostate Cancer Foundation, the world’s largest private
source of prostate cancer research funding, from April
2002 until December 2006 and served on its board of
directors from January 2002 until April 2013.
Scott Lappetito
Chief Financial Officer, Secretary, and
Treasurer
Mr. Lappetito currently serves as the Chief
Financial Officer, Treasurer and Secretary for HTI.
Mr. Lappetito previously served as chief accounting
officer from April 2019 until December 2021, and
was the company’s controller from November 2017
through April 2019. Mr. Lappetito is a certified
public accountant in the State of New York, holds a
B.S. in accounting from The Pennsylvania State
University and an M.B.A. from Villanova
University.
Michael Anderson
Chief Executive Officer
Mr. Anderson has served as the Chief Executive
Officer since September 2023. Mr. Anderson has
served as General Counsel of AR Global
Investments, where he advised on both public and
private debt and equity transactions, mergers and
corporate acquisitions, commercial real estate
transactions and operational integration of acquired
companies. He earned a J.D. with Summa Cum
Laude honors from the University of Mississippi
School of Law and a BA from University of
Arizona.
David Ruggiero
Vice President, Acquisitions
Mr. Ruggiero currently serves as Vice President at
the Company’s advisor with a primary focus on
acquisitions. Mr. Ruggiero has over 30 years of
commercial real estate experience and has advised
on over $3 billion in healthcare real estate
dispositions, acquisitions and financings. He earned
an MS in Finance from Kellstadt Graduate School
of Business at DePaul University and a BA from
DePaul University.
Boris Korotkin
Senior Vice President, Capital Markets
Mr. Korotkin currently serves as Senior Vice
President at the Company’s advisor with a primary
focus on capital markets. Mr. Korotkin has over 25
years of commercial real estate experience and is
responsible for leading all debt capital market
transactions. He earned an BS in Finance from Penn
State University and an MBA from La Salle
University.
Lindsay Gordon
Senior Vice President, Senior Housing
Mrs. Gordon currently serves as Senior Vice
President at the Company’s advisor with a primary
focus on Senior Housing. Mrs. Gordon has over 28
years of experience in senior housing in sales and
operations at the community, regional, and
corporate level. She earned an BA William Paterson
University. |
| 12
Dedicated SHOP Team
Core team collectively has over 70 years of SHOP experience. This experienced group plays an
essential role in managing HTI’s SHOP portfolio
Lindsay Gordon
Senior Vice President, Senior Housing
✓ 28-year career in senior housing in sales & operations at the community and regional level and corporate level
✓ Her unique experience within senior housing helps support sales and operations for the portfolio
Susan K. Rice, RN
Vice President, Clinical Operations
✓ 30-year career in the healthcare industry
✓ Extensive knowledge in clinical areas and processes to monitor and validate care outcomes, quality and compliance
Michelle Stepinksy
Vice President, Sales and Marketing
✓ 26 years of experience in senior housing
✓ Her vast knowledge of senior living supports the sales & marketing efforts for the portfolio
Michael Wilkinson
Vice President, Operational Analytics
✓ 19-year career in senior living
✓ His extensive experience in accounting and finance, along with high-level skills in analyzing data or trends for
planning, forecasting, budgeting, and reporting ensure the remediation of cost changes throughout the organization |
| 13
Legal Notice |
| 14
Disclaimer
References in this presentation to the “Company,” “we,” “us” and “our” refer to Healthcare Trust, Inc. (“HTI”) and its consolidated subsidiaries.
The statements in this presentation that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results or events to be materially different. Forward-looking statements may include, but are not limited to, statements
regarding stockholder liquidity and investment value and returns. The words “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,”
“may,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Actual results may differ materially from those contemplated by such forward-looking statements, including those set forth in the section
titled Risk Factors of HTI’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 15, 2024, as amended by the Form 10-K/A
filed on March 22, 2024, and in the section titled Risk Factors of HTI’s subsequently filed Quarterly Reports on Form 10-Q, and all other filings with the
Securities and Exchange Commission (the “SEC”) after that date, as such risks, uncertainties and other important factors may be updated from time to time in
HTI’s subsequent reports. Please see slides 15 and 16 for further information. Further, forward-looking statements speak only as of the date they are made, and
HTI undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results, unless required to do so by law.
This presentation includes estimated projections of future operating results. These projections were not prepared in accordance with published guidelines of the
SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. This
information is not fact and should not be relied upon as being necessarily indicative of future results; the projections were prepared in good faith by
management and are based on numerous assumptions that may prove to be wrong. Important factors that may affect actual results and cause the projections to
not be achieved include, but are not limited to, risks and uncertainties relating to the Company and other factors described in the section titled Risk Factors of
HTI’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 15, 2024, as amended by the Form 10-K/A filed on March 22,
2024, and in the section titled Risk Factors of HTI’s subsequently filed Quarterly Reports on Form 10-Q, and all other filings with the SEC after that date. The
projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those
contained in the estimates. Accordingly, there can be no assurance that the estimates will be realized. |
| 15
Forward-Looking Statements
Certain statements made in this presentation are “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended),
which reflect the expectations of the Company regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors
that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not
limited to, market and other expectations, objectives, and intentions, as well as any other statements that are not historical facts.
Our potential risks and uncertainties are presented in the section titled “Item 1A-Risk Factors” disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2023 filed on March 15, 2024, as amended by the Form 10-K/A filed on March 22, 2024, and all other filings with the SEC after that date. We
disclaim any obligation to update and revise statements contained in these materials to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties relating to us, although not all risks and
uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
• Our operating results are affected by economic and regulatory changes that have an adverse impact on the real estate market.
• Our property portfolio has a high concentration of properties located in Florida and Pennsylvania. Our properties may be adversely affected by economic cycles
and risks inherent to those states.
• We have not paid our distributions on our common stock in cash since 2020, and there can be no assurance we will pay distributions on our common stock in
cash in the future.
• Inflation will have an adverse effect on our investments and results of operations.
• The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure
could result in the inability of our tenants to make rent payments to us.
• If a tenant or lease guarantor declares bankruptcy or becomes insolvent, we may be unable to collect balances due under relevant leases.
• We assume additional operating risks and are subject to additional regulation and liability because we depend on eligible independent contractors to manage
some of our facilities.
• Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of co-venturers and
disputes between us and our co-venturers.
• We may be unable to renew leases or re-lease space as leases expire.
• Our level of indebtedness may increase our business risks.
• Our financing arrangements have restrictive covenants, which may limit our ability to pursue strategic alternatives and react to changes in our business and
industry or pay dividends.
• We depend on our Advisor and Property Manager to provide us with executive officers, key personnel and all services required for us to conduct our operations
and our operating performance may be impacted by any adverse changes in the financial health or reputation of our Advisor and Property Manager.
• All of our executive officers, some of our directors and the key real estate and other professionals assembled by our Advisor and Property Manager face conflicts
of interest related to their positions or interests in entities related to AR Global, which could hinder our ability to implement our business strategy. |
| 16
Forward-Looking Statements (Continued)
• We may terminate our advisory agreement in only limited circumstances, which may require payment of a termination fee.
• The Estimated Per-Share NAV of our common stock is based upon subjective judgments, assumptions and opinions about future events, and may not reflect the
amount that our stockholders might receive for their shares.
• Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may discourage a third-party from acquiring us in
a manner that might result in a premium price to our stockholders.
• The share ownership restrictions for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in shares of our stock and restrict our
business combination opportunities.
• Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax.
• Complying with REIT requirements may force us to forgo or liquidate otherwise attractive investment opportunities. |
| 17
Appendix: Financial Definitions |
| 18
Appendix: Financial Definitions
Non-GAAP Financial Measures
This presentation includes certain non-GAAP financial measures, including funds from operations (“FFO”), adjusted funds from operations (“AFFO”), Earnings
before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”),
net operating income (“NOI”), and cash net operating income (“Cash NOI”).
While NOI and Cash NOI are property-level measures, FFO and AFFO is based on total Company performance and therefore reflects the impact of other items not
specifically associated with NOI and Cash NOI, such as interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI
and FFO, as defined herein, do not reflect an adjustment for straight-line rent but AFFO does include this adjustment. A description of these non-GAAP measures and
reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.
These non-GAAP measures of our financial performance and should not be considered as an alternative to net income as a measure of financial performance, or any
other performance measure derived in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and it should not be construed as an inference
that our future results will be unaffected by unusual or non-recurring items. Reconciliations of these non-GAAP measures and reconciliations to the most directly
comparable GAAP measure, which is net income, are provided below.
Prior to the quarter ended June 30, 2024, we presented another non-GAAP metric in place of AFFO, Modified Funds From Operations (“MFFO”). Historically, we
calculated MFFO as FFO as defined by NAREIT adjusted for (i) acquisition and transaction related costs, (ii) amortization of market-lease intangible assets and
liabilities, (iii) adjustments for straight-line rent, (iv) mark-to-market gains and losses from our non-designated derivatives, (v) net amortization of our mortgage
discounts and premiums, (vi) valuation reserves against our deferred tax assets and (vii) similar adjustments for non-controlling interests and unconsolidated entities.
We believe that AFFO is a more meaningful non-GAAP metric to assess our operating performance than MFFO, and as such we intend to present AFFO for each
reporting period beginning with the quarter ended June 30, 2024 and each comparable period thereafter.
Caution on the Use of Non-GAAP Measures
FFO, AFFO, EBITDA, Adjusted EBITDA, NOI, and Cash NOI should not be construed to be more relevant or accurate than the current GAAP methodology in
calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under
GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.
Other REITs may not define FFO in accordance with the current NAREIT (as defined below) definition (as we do), or may interpret the current NAREIT definition
differently than we do, or may calculate FFO or AFFO differently than we do. Consequently, our presentation of FFO and AFFO may not be comparable to other
similarly-titled measures presented by other REITs.
We consider FFO and AFFO useful indicators of our performance. Because FFO and AFFO calculations exclude such factors as depreciation and amortization of real
estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost
accounting and useful-life estimates), FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs in our
peer group. |
| 19
Appendix: Financial Definitions
Caution on the Use of Non-GAAP Measures (continued)
As a result, we believe that the use of FFO, AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating
performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and
investing activities. However, FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.
Investors are cautioned that FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they
exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
The historical accounting convention used for real estate requires straight-line depreciation of buildings and improvements, and straight-line amortization of
intangibles, which implies that the value of real estate diminishes predictably over time. We believe that, because real-estate values historically rise and fall
with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical
accounting for depreciation and certain other items may be less informative. Historical accounting involves the use of GAAP. Any other method of accounting
for real estate such as the fair value method cannot be construed as any more accurate or relevant than the comparable methodologies of real estate valuation
found in GAAP. Nevertheless, we believe that the use of FFO and AFFO, which exclude the impact of real estate related depreciation and amortization, among
other things, provides a more complete understanding of our performance to investors and to management, and, when compared year-over-year, reflects the
impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not
be immediately apparent from net income.
Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts
(“NAREIT”), an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the
operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White
Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). NAREIT defines FFO as net income or loss
(computed in accordance with GAAP), adjusted for (i) real estate-related depreciation and amortization, (ii) impairment charges on depreciable real property,
(iii) gains or losses from sales of depreciable real property and (iv) similar adjustments for non-controlling interests and unconsolidated entities. Our FFO
calculation complies with NAREIT’s definition. |
| 20
Appendix: Financial Definitions
Funds from Operations (continued)
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line
amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values
historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for
a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of
GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the
comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate
related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and,
when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative
expenses, and interest costs, which may not be immediately apparent from net income.
Adjusted Funds from Operations
We also believe that AFFO is a meaningful supplemental non-GAAP measure of our operating results. We calculate AFFO by further adjusting FFO to reflect
the performance of our portfolio for items we believe are not directly attributable to our operations. We believe that AFFO is a beneficial indicator of our
ongoing portfolio performance and isolates the financial results of our operations. Our adjustments to FFO to arrive at AFFO include removing the impacts of
(i) acquisition and transaction related costs, (ii) amortization of market-lease intangible assets and liabilities, (iii) adjustments for straight-line rent, (iv)
termination fees to related parties (v) equity-based compensation expense, (vi) depreciation and amortization related to non-real estate related assets, (vii)
mark-to-market gains and losses from our non-designated derivatives, (viii) non-cash components of interest expense and (ix) similar adjustments for non-controlling interests and unconsolidated entities. We believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry and
is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.
Under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In
addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not
reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed
above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value
adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from
operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such
changes that may reflect anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe
we are presenting useful information that can be used to, among other things, assess our performance without the impact of transactions or other items that are
not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently.
Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income
(loss) calculated in accordance with GAAP as presented in our consolidated financial statements. AFFO should not be considered as an alternative to net
income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions. |
| 21
Appendix: Financial Definitions
Earnings before Interest, Taxes, Depreciation, and Amortization
We believe that EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization is an appropriate measure of our ability to incur and
service debt. EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net
income as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that
of other REITs.
Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization
We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction
related, termination fees to related parties, and other non-cash items including Equity-based compensation, Impairment charges, Gains and losses on sale of
real estate investments, and Gains and losses on derivative investments is an appropriate measure of our ability to incur and service debt.
All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments) and certain other expenses, including
expenses related to our Internalization (including termination fees to related parties), negatively impact our operating performance during the period in which
expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance.
Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net
income as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that
of other REITs.
Net Operating Income
Net Operating Income (“NOI”) is a non-GAAP financial measure equal to total revenues from tenants, less property operating costs. The Company evaluates
the performance of the combined properties in each segment based NOI. As such, this excludes all other items of expense and income included in the financial
statements in calculating net loss. The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation
of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on
operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not
immediately apparent from net loss.
NOI excludes certain components from net loss in order to provide results that are more closely related to a property’s results of operations. For example,
interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation
and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the
Company may not be comparable to NOI reported by other REITs that define it differently.
We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented
in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash
flows as a measure of our liquidity. |
| 22
Appendix: Financial Definitions
Cash Net Operating Income
Cash Net Operating Income (“Cash NOI”) is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI
as NOI (which is separately defined herein) excluding net amortization of above/below market lease and lease intangibles and straight-line rent adjustments
that are included in GAAP Revenue from tenants and Property operating and maintenance. We believe that Cash NOI is a helpful measure that both investors
and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between
periods and to other REITs. Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows
as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way
other REITs calculate and present Cash NOI.
Cash Paid for Interest
Cash Paid for Interest is calculated based on Interest expense net of the non-cash portion of interest expense and amortization of mortgage discounts and
premiums. Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility.
Cash Paid for Interest should not be considered as an alternative to Interest expense as determined in accordance with GAAP or any other GAAP financial
measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
Annualized Straight-Line Base Rent: Represents the total contractual base rents on a straight-line basis to be received throughout the duration of the lease
currently in place expressed as a per annum value. Includes adjustments for non-cash portions of rent.
Cap Rate: Capitalization rate is a rate of return on a real estate investment property based on the expected, annualized straight-lined rental income that the
property will generate under its existing lease during its first year of ownership. Capitalization rate is calculated by dividing the annualized straight-lined rental
income the property will generate (before debt service and depreciation and after fixed costs and variable costs) by the purchase price of the property. The
weighted average capitalization rate is based upon square feet.
Cash Rent: Represents total of all contractual rents on a cash basis due from tenants as stipulated in the originally executed lease agreements at inception or
any lease amendments thereafter.
Economic Interest Rate: Includes the economic impact of all hedging instruments. As of June 30, 2024, HTI had a weighted average interest rate of 5.6% on
its total borrowings, which does not include the impact of non-designated derivatives.
Lease Renewal Rental Spread: Percentage change from prior lease annualized straight-line rent to renewal lease annualized straight-line rent. |
| 23
Appendix: Financial Definitions
Leasing Pipeline: Includes (i) all leases fully executed by both parties as of June 30, 2024, where Tenant has yet to take possession of the space as of June 30,
2024 (ii) all leases fully executed by both parties as of August 15, 2024, but after June 30, 2024, and (iii) all leases under negotiation with an executed LOI by
both parties as of August 15, 2024. This represents three LOIs totaling 14,619 square feet and ten fully executed leases totaling 34,495 square feet. There can be
no assurance that the LOIs will lead to definitive leases or will commence on their current terms, or at all. Leasing Pipeline should not be considered an
indication of future performance.
Net Debt: Total gross debt of $1.2 billion less cash and cash equivalents of $29.5 million as of June 30, 2024.
Net Debt to Annualized Adjusted EBITDA: Net Debt as of June 30, 2024, divided by Annualized adjusted EBITDA (annualized based on Adjusted EBITDA
for the quarter ended June 30, 2024 multiplied by four).
Net Leverage: Equal to “Net Debt” as defined above divided by the total real estate investments, at cost of $2.6 billion net of gross market lease intangibles of
$21.0 million as of June 30, 2024.
Occupancy: For MOB properties, occupancy represents percentage of leased square feet divided by the respective total rentable square feet as of the date or
period end indicated. For SHOP properties, occupancy represents total units occupied divided by total units available as of the date or period end indicated.
Weighted-Average Remaining Lease Term: Current portfolio calculated as of June 30, 2024. Weighted based on square feet. |
| 24
Appendix: Non-GAAP Reconciliations |
| 25
(1) Retroactively adjusted for the effects of the stock dividends.
(2) See Appendix: Financial Definitions for a full description.
Non-GAAP Reconciliations
Three Months Ended
Amounts in thousands, except per share data June 30, 2024
March 30,
2024
December 31,
2023
September 30,
2023 June 30, 2023
MOBs:
Revenue from tenants $ 34,671 $ 34,599 $ 34,263 $ 33,657 $ 33,920
Property operating and maintenance (9,727) (9,700) (10,182) (9,379) (9,438)
MOB Segment Net Operating Income(2) 24,944 24,899 24,082 24,278 24,482
SHOPs:
Revenue from tenants 54,146 53,700 52,517 52,029 52,184
Property operating and maintenance (45,278) (45,445) (45,832) (41,821) (44,131)
SHOP Segment Net Operating Income(2) 8,868 8,255 6,685 10,208 8,053
Net Operating income (NOI)(2) 33,812 33,154 30,767 34,486 32,535
Impairment charges (2,409) (260) (4,676) - -
Operating fees to related parties (6,424) (6,366) (6,374) (6,398) (6,369)
Termination fees to related parties (98,241) - - - -
Acquisition and transaction related (357) (142) (161) (173) (148)
General and administrative (4,668) (6,768) (4,823) (4,753) (4,331)
Depreciation and amortization (21,928) (20,738) (21,353) (20,774) (20,568)
Gain (Loss) on sale of real estate investments (225) - 42 (173) (306)
Interest expense (17,752) (16,383) (15,869) (15,720) (18,703)
Interest and other income 457 72 157 258 313
Gain (Loss) on non-designated derivatives 882 1,951 (2,506) 406 286
Income tax (expense) benefit (65) (70) (60) (157) (41)
Net loss attributable to non-controlling interests 452 (2) (22) (2) (22)
Allocation for preferred stock (3,450) (3,450) (3,496) (3,450) (3,449)
Net loss attributable to common stockholders (in accordance with GAAP) $ (119,916) $ (19,002) $ (28,374) $ (16,450) $ (20,759)
Basic and Diluted Loss Per Share:
Net loss per share attributable to common stockholders — Basic and Diluted(1) $ (1.06) $ (0.17) $ (0.25) $ (0.15) $ (0.18)
Weighted-average shares outstanding — Basic and Diluted(1) 113,185,753 113,148,558 113,189,829 113,117,691 113,086,488 |
| 26
Non-GAAP Reconciliations
(1) Represents the portion of the adjustments allocable to non-controlling interests
(2) We provided notice to the Advisor in June 2024 of our intent to transition to self-management and executed the Internalization Agreement in August 2024. Upon the Closing of the Internalization, we have agreed to pay the Closing Payments, a
component of which is a self-management termination fee, which is payable within 30 days thereof. We do not consider such termination fees to be indicative of our performance given its unique and non-recurring nature, and accordingly, we have
included it as an adjustment to AFFO.
(3) Presented as total gains or losses from our non-designated derivatives net of cash received
(4) Non-cash components of interest expense include (i) deferred financing cost amortization, (ii) mortgage discount and premium amortization and (iii) amortized gains or losses from terminated hedging instruments
(5) Retroactively adjusted for the effects of the stock dividends
(6) See Appendix: Financial Definitions for a full description
Three Months Ended
Amounts in thousands, except per share data June 30, 2024
March 30,
2024
December 31,
2023
September
30, 2023 June 30, 2023
Net loss attributable to common stockholders (in accordance with GAAP) (119,916) (18,999) (28,269) (19,560) (20,759)
Depreciation and amortization on real estate assets 20,903 19,748 20,574 19,960 19,915
Impairment charges 2,409 260 4,676 - -
(Gain)/loss on sale of real estate 225 - (42) 173 306
Adjustments for non-controlling interests(1) (120) (100) (105) (97) (108)
FFO (as defined by NAREIT) attributable to common stockholders(6) (96,499) 909 (3,166) 476 (646)
Accretion of market lease and other intangibles, net (228) (460) (215) (204) (260)
Straight-line rent adjustments (90) 188 (111) (352) (388)
Acquisition and transaction related 357 142 161 173 148
Termination fees to related parties(2) 98,241 - - - -
Equity-based compensation 230 230 230 230 230
Depreciations and amortization on non-real estate
assets 1,025 990 778 814 655
Mark-to-market (gains)/losses from derivatives(3) 910 (178) 4,220 1,159 1,089
Non-cash components of interest expense(4) 862 (374) (756) (768) 2,983
Adjustments for non-controlling interests(1) (451) 2 22 2 19
Adjusted funds from operations (AFFO) attributable to common
stockholders(6) $ 4,357 $ 1,449 $ 1,163 $ 1,530 $ 3,828
Weighted-average shares outstanding — Basic and Diluted(5) 113,185,753 113,148,558 113,189,829 113,117,691 113,086,488
Net loss per share attributable to common shareholders $ (1.06) $ (0.17) $ (0.25) $ (0.17) $ (0.18)
AFFO per common share- Basic and Diluted(5) $ 0.038 $ 0.013
$
0.010 $ 0.014 $ 0.034 |
| 27
Non-GAAP Reconciliations
Three Months Ended
Amounts in thousands June 30, 2024 March 30, 2024 December 31, 2023 September 30, 2023 June 30, 2023
Net loss (in accordance with GAAP) $ (116,918) $ (15,549) $ (24,782) $ (16,125) $ (17,289)
Interest expense 17,752 16,383 15,869 15,720 18,704
Income tax expense 65 70 60 157 41
Depreciation and amortization 21,928 20,738 21,353 20,774 20,570
EBITDA(1) (77,173) 21,642 12,500 20,526 22,026
Acquisition and transaction related 357 142 161 173 148
Termination fees to related parties 98,241 - - - -
Equity-based compensation 230 230 230 230 230
Impairment charges 2,409 260 4,676 - -
(Gain)/loss on sale of real estate investments 225 - (42) 173 306
(Gain)/loss on non-designated derivatives (882) (1,951) 2,506 (406) (286)
Adjusted EBITDA(1) 23,407 20,323 20,031 20,696 22,424
Operating fees to related parties 6,424 6,366 6,374 6,398 6,369
General and administrative 4,438 6,538 4,593 4,523 4,102
NOI(1) 34,269 33,227 30,998 31,617 32,895
Straight-line rent adjustments (90) 188 (111) (352) (388)
Net amortization of above/below market lease and lease
intangibles 3,039 3,424 3,339 3,238 3,183
Cash NOI(1) $ 37,218 $ 36,839 $ 34,226 $ 34,503 $ 35,690
Net Debt(1) 1,163,935 1,159,501 1,135,995 1,118,347 1,099,410
Net Debt to Annualized Adjusted EBITDA(1) 12.4x 14.3x 14.5x 14.1x 13.0x
Interest Expense 17,752 16,383 15,869 15,720 18,704
Non-cash portion of interest expense (840) (821) (756) (744) (3,828)
Net mortgage discount/(premium) amortization (22) (23) (23) (23) (23)
Total Cash paid for interest(1) $ 16,890 $ 15,539 $ 15,090 $ 14,953 $ 14,853
(1) See Appendix: Financial Definitions for a full description |
| 28
HealthcareTrustInc.com
▪ For account information, including
balances and the status of submitted
paperwork, please call us at
(866) 902-0063
▪ Financial Advisors may view client
accounts at
www.computershare.com/advisorportal
▪ Shareholders may access their accounts
at www.computershare.com/hti |
Exhibit 99.2
Opening – Curtis Parker
Welcome to the second quarter 2024 Healthcare
Trust, Inc., or HTI, webcast. All participants will be in listen-only mode.
Please note, this event is being recorded. Also
note that certain statements and assumptions in this webcast presentation which are not historical facts will be forward-looking and are
being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to
certain assumptions and risk factors which could cause HTI’s actual results to differ materially from the forward-looking statements.
We refer all of you to our SEC filings including the Form 10-K for the year ended December 31, 2023, filed on March 15, 2024, as
amended by the Form 10-K/A filed on March 22, 2024, and all other SEC filings after that date for a more detailed discussion of the risk
factors that could cause these differences and impact our business.
During today's call, we will discuss non-GAAP
financial measures of HTI. These measures should not be considered in isolation or as a substitution for the financial results prepared
in accordance with GAAP. HTI has provided a reconciliation of these measures to the most directly comparable GAAP measure as part of our
second quarter 2024 investor presentation available on HTI’s website at www.healthcaretrustinc.com.
You may submit questions during today’s
webcast by typing them in the box on the screen and a member of our investor relations group will follow-up to answer questions directly
after this presentation. Also, please note that later today a copy of this presentation and replay of the webcast will be available on
HTI’s website.
I would now like to turn the call over to Michael
Anderson, our Chief Executive Officer. Please go-ahead Michael.
Slide 2: Internalization Update – (Michael
Anderson)
Thanks Curtis and thank you all for joining us
today. Before we get to our second quarter results, I wanted to provide an update on the exciting news that HTI has filed recently, including
changing our name to National Healthcare Properties, internalizing the management of the company, and our announced plans to pursue a
listing in 2025.
On July 1st we announced our intention to pursue
a transition to self-management of the company, or what we refer to as an internalization. On August 7th we announced that a definitive
agreement for the internalization had been signed with an expected closing date of September 27, 2024. The internalization will terminate
the Company’s existing arrangement for advisory and property management services currently provided by affiliates of AR Global and
shift those responsibilities to employees of HTI. Upon closing of the internalization, we will also be changing the name of the company
to National Healthcare Properties, Inc.
By internalizing the management functions of the
company, we expect to save more than $25 million in annual operating fees that were previously being to related parties, as well as potentially
realizing additional G&A savings in the future. We believe additional benefits of the internalization include enhanced corporate governance
and a more favorable market opinion of internally managed REITs if the company ultimately completes a listing on a national exchange,
which we have announced is our intention in 2025.
Simultaneously, we are executing on a strategic
disposition initiative that we believe will enhance our portfolio composition, improve the company’s operating metrics and realize
liquidity to fund, along with cash on hand, if necessary, the completion of the internalization. Subsequent to quarter end, we closed
on the disposition of seven skilled nursing facilities in Illinois for a contract sales price of $50.5 million. Additionally, we
have a disposition pipeline that includes eight additional MOB assets and one SHOP asset, representing an expected aggregate total sale
price of $78.7 million, if such dispositions are completed on the anticipated terms.
Slide 3: Company Overview
I’m happy to report year-over-year increases
in Revenue from tenants, NOI in both the MOB and SHOP segments of our portfolio, and SHOP occupancy.
Beginning this quarter, we will be adding certain
new non-GAAP metrics to our quarterly reporting that more closely align with other publicly-traded REITs as we continue to progress towards
an anticipated public listing of our common stock. Scott will discuss these metrics in more detail, but I wanted to highlight that one
such metric, Adjusted Funds from Operations, or AFFO, grew 13.8% to $4.4 million compared to $3.8 million in the second quarter of 2023.
In the second
quarter we signed 15 lease renewals totaling over 76,000 square feet at a positive Lease Renewal Rental Spread of 9.4% which is expected
to be recognized over the weighted-average term of these renewed leases of 6.1 years. We have a forward leasing pipeline of approximately
50,000 square feet that is expected to grow occupancy in the MOB portfolio to 91.2% from the current 90.3% occupancy rate upon
commencement, assuming all the leases commence on their current terms and signed LOIs lead to definitive agreements.
Slide 4: Portfolio Snapshot
As of June 30, 2024, HTI owned 207 properties,
totaling 9.0 million rentable square feet in 32 states. The portfolio consisted of 160 medical office buildings, 45 seniors housing operating
properties with 4,069 individual units, and two land parcels. Based on NOI, the portfolio was comprised of approximately 73.8% MOB and
26.2% SHOP assets.
Additionally, as of June 30, 2024, our
MOB segment was 90.3% occupied, with a weighted-average remaining lease term of 4.5 years and featured
annual cash rent escalations that averaged 2.3% on approximately 94% of leases, which increase cash rental payments in future
periods. SHOP occupancy was 76.4% at the end of the second quarter, a 1.1% increase over the end of the first quarter and a 3.1%
increase over the second quarter of 2023.
Slide 5: Dynamic Portfolio Fundamentals
We have diligently constructed a portfolio of
MOB and SHOP assets throughout the U.S. Our portfolio is well-diversified geographically across 32 states, with only two states representing
more than 10% of the total portfolio by straight-line rent. Quarterly NOI for the portfolio was approximately $33.8 million, 73.8%
of which was generated by the MOB segment.
Slide 6: Strategic Partners
We partner with top healthcare brands in well-established
markets to maintain a durable portfolio of healthcare real estate. We believe that the quality of our tenants is essential to our long-term
success and that developing strong relationships with well-respected brands gives our portfolio stability and focus. We believe our partnerships
with tenants such as DaVita, Fresenius and UPMC in the MOB portfolio benefit not only HTI’s shareholders, but patients and other
stakeholders as well.
As we continue to actively manage our portfolio,
we seek to add high-quality tenants to HTI’s MOB portfolio and to foster strong relationships with our SHOP operators.
Slide
7: Strategic Disposition Initiative
We are evaluating the composition of HTI’s
portfolio to ensure ongoing alignment with our investment strategy within both of our operating segments. Where appropriate, we are strategically
disposing of properties which we believe are no longer aligned with our strategy ahead of an anticipated public listing of our common
stock. To that end, subsequent to the end of the quarter, we completed a sale of seven skilled nursing facilities in Illinois for an aggregate
sales price of $50.5 million and are building a pipeline of forward dispositions. Additionally, we have a forward pipeline of additional
dispositions that, if all were completed on their contemplated terms, would result in a total of over $130 million in gross proceeds from
dispositions since the beginning of this year.
Scott, will you please take us through the financials?
Slide 8: Capitalization Highlights –
(Scott Lappetito)
Thank you, Michael.
We continue to actively manage our balance sheet
and capital structure.
As of June 30, 2024, our Net Leverage was
44.5%. All of our debt is fixed-rate, inclusive of our hedging instruments, at a weighted-average economic interest rate of 5.0%.
Our debt is comprised of $828.3 million of
fixed-rate mortgages secured by 136 MOBs and four SHOPs, with an aggregate gross asset value of $1.4 billion. In addition, we have
$343.4 million that is drawn on our Fannie Mae Master Credit Facilities which are secured by SHOPs and mature in late 2026.
During the quarter we added two MOB properties
to the collateral pool of our Capital One MOB Warehouse facility, permitting us to receive an additional $7.0 million advance, which resulted
in $21.7 million being drawn on the $50.0 million facility at quarter end.
Slide 9: Key Operating Highlights
HTI continues to execute on our operational initiatives
by increasing NOI through strong leasing activity in the MOB segment as well as occupancy growth, rental rate growth, and effective expense
management in the SHOP segment of our portfolio.
As Michael mentioned earlier, in the Appendix
of today’s presentation, which will be filed and available on our website, you will find the
expanded non-GAAP metrics that we will now be providing. These include FFO, AFFO, EBITDA, Adjusted EBITDA, Cash NOI, Net Debt to Annualized
Adjusted EBITDA, and Cash Paid for Interest. I will note that this Appendix includes reconciliations of the related GAAP and non-GAAP
measures.
For the
second quarter of 2024, we recorded a net loss attributable to common stockholders of $120 million, as compared to a loss of $20.7 million
in the second quarter of 2023. During the same period, AFFO grew $0.6 million, or 13.8%, to $4.4 million as compared to $3.8 million.
On a per-share basis, AFFO increased to $0.04 per share in the second quarter of 2024, as compared to $0.03 per share in the second quarter
of 2023. This was driven by performance improvements in both our MOB and SHOP segments.
NOI in our SHOP segment grew by $0.8 million,
or 10.1%, in the second quarter of 2024 compared the second quarter of 2023 because of increased occupancy, rental rates, and effective
expense management. Similarly, NOI improved by $0.4 million, or 1.9%, in the MOB segment during the same periods as revenues continued
to increase as a result of accretive acquisitions and favorable leasing.
We continue to successfully lease available space
in our MOB segment. In the quarter, we completed 15 lease renewals of more than 75,000 square feet
at a positive lease renewal rental spread of 9.4%, which will be recognized over the weighted average term of these renewed leases of
6.1 years.
Lastly,
during the second quarter of 2024, as compared to both the first quarter of 2024 and the second quarter of 2023, we reported increases
in Adjusted EBITDA, NOI and Cash NOI. We will continue to provide these additional non-GAAP metrics in the quarters to come.
I would now like to turn the call back to Michael
for some color on the HTI team and some closing remarks.
Slide 10: Company Highlights – (Michael
Anderson)
Thanks Scott.
We believe we will position HTI for long-term
earnings growth by, among other things, capitalizing on leasing available space and strategically evaluating the properties in our portfolio.
Our portfolio continues to demonstrate its resilience, as we earned a positive spread on lease renewals in the MOB portfolio and grew
NOI compared to last quarter. We have an experienced management team that we believe is well positioned to maximize the opportunities
created by demographic trends which favor long-term investment in healthcare real estate.
Slide 11: Experienced Leadership Team
We believe we have the right team in place to
execute our strategy to drive long-term value.
Trent Taylor is our Senior Vice President of asset
management and ensures that our existing properties are leased, performing as expected, and that our tenants’ needs are being met
by local property managers. David Ruggiero is responsible for MOB acquisitions, applying over 30 years of experience and a $3.0 billion
acquisitions track-record to our strict investment guidelines and underwriting standards.
Slide 12: Dedicated SHOP Team
Our dedicated SHOP team has over 50 years of collective
experience in the Seniors Housing space. Lindsay Gordon and Michelle Stepinsky bring vast knowledge and experience to the operations and
sales groups at our properties and Susan Rice, our VP of Clinical Operations, has been part of our SHOP team for over five years, helping
guide this segment through COVID with her extensive clinical expertise.
Closing Statements – (Michael Anderson)
We are pleased with the ongoing improvement in
the performance of our SHOP portfolio. The 10.1% year-over-year increase in Net Operating Income and 1.1% increase in occupancy we reported
in the SHOP segment this quarter extend the momentum we have seen in this portfolio. At the same time, our MOB portfolio continued its
strong, dependable performance, growing NOI 1.9% compared to the prior year’s quarter. As we disclosed last quarter, the Company
did not declare a stock dividend to be paid in July as the board continues to consider a potential listing or another liquidity event
for the Company and its shareholders. By the next time we host this call we expect that the internalization will be complete and that
we will be welcoming you as stakeholders of National Healthcare Properties. We will continue to keep you updated with these and additional
exciting developments for HTI.
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