Community Healthcare Trust Incorporated

Welcome to the Community Health Care Trust's 2023 fourth quarter earnings release conference call. On the call today, the company will discuss its 2023 fourth quarter financial results. It will also discuss progress made in various aspects of its business. Following the remarks, the phone lines will be opened for a question and answer session. The company's earnings release was distributed last evening and has also been posted on its website, www.chct.reit. The company wants to emphasize that some of the information that may be discussed on this call will be based on information as of today, February 14, 2024, and may contain forward-looking statements that involve risk and uncertainty. Actual results may differ materially from those set forth in such statements. For a discussion of these risks and uncertainties, you should review the company's disclosures regarding forward-looking statements in its earnings release, as well as its risk factors and MD&A, and in its SEC filings. The company undertakes no obligation to update forward-looking statements, whether as the result of new information, future developments, or otherwise, except as may be required by law. During this call, the company will discuss GAAP and non-GAAP financial measures. A reconciliation between the two is available in its earnings release, which is posted on its website. Call participants are advised that this conference call is being recorded for playback purposes. An archive of the call will be made available on the company's investor relations website for approximately 30 days and is the property of the company. This call may not be recorded or otherwise reproduced or distributed without the company's prior written permission. Now, I would like to turn the conference over to Dave Dupuy, CEO of Community Healthcare Trust.

Great. Thank you very much, and good morning. Thank you for joining us today for our 2023 fourth quarter conference call. On the call with me today is Bill Monroe, our Chief Financial Officer, Leanne Stack, our Chief Accounting Officer, and Tim Meyer, our EVP of Asset Management. Our earnings announcement and supplemental data report were released last night and furnished on Form 8-K, along with our annual report on Form 10-K. In addition, an updated investor presentation was posted to our website last night. The fourth quarter was busy from an operations standpoint, but slowed a bit from an acquisition perspective. Our occupancy increased slightly from 91 to 91.1%, while our weighted average remaining lease term declined slightly to 6.9 years. I am pleased to report that Genesis Care is expected to keep or assign to buyers the seven remaining leases with the company, with no material changes to the lease terms. The effective date of the plan of reorganization is expected to be during the first quarter of 2024. To date, Genesis Care has closed on the assignment of two of the seven leases with two separate buyers, and we expect the remaining assignments and assumptions to occur in the first quarter. Genesis Care has met substantially all its lease payment obligations due to the company through February 2024. As it relates to the two vacant Genesis Care properties, Fort Myers is under definitive sale agreement And the sale agreement is for a price above its carrying value, allowing us to recycle that capital into new income-producing properties. The Asheville MOB continues to be for lease or sale, and we are seeing good activity at that facility. While the GenesisCare bankruptcy process was protracted, we are proud with how our team managed our properties to these successful outcomes. During the fourth quarter, we acquired two properties in one transaction with a total of approximately 48,000 square feet for a purchase price of approximately $7.1 million. The properties were 97.5% leased with leases running through 2031 with anticipated aggregate annual return of approximately 9.6%. For the year, we acquired 19 properties and one land parcel with a total of 463,000 square feet for an aggregate purchase price of $97.8 million, which were approximately 99.2% leased with leases running through 2038 and annual returns of 9.1 to 10.6%. Subsequent to December 31st, we acquired one long-term acute care hospital for a purchase price of $6.5 million. We entered into a new lease with a lease expiration in 2039 and anticipated annual returns of approximately 9.8%. The company has three properties under definitive purchase agreements for an aggregate expected purchase price of $27.9 million and expected aggregate returns of 9.1% to 9.2%. The company is currently performing due diligence and expects to close on these properties in the next few months. We also have signed definitive purchase and sale agreements for seven properties to be acquired after completion and occupancy for an aggregate expected investment of $166.5 million. The expected return on these investments should range from 9.1 to 9.75%. To provide an update on the timing of these seven transactions, we expect to close on two of these properties in 2024, with the remaining five properties closing throughout 2025 and 2026. We are seeing very good acquisition activity and continue to have many properties under review and have term sheets out on several properties with indicative returns of 9 to 10%. Given our modest leverage levels, we anticipate having enough availability on our credit facilities and through our banking relationships to fund our acquisitions. And we expect to opportunistically utilize the ATM to strategically access the equity markets. These traditional capital sources combined with proceeds from selected asset sales, like the Fort Myers property I mentioned earlier, will provide sufficient capital for continued growth at attractive yields throughout 2024. On another topic, the Compensation Committee and Board approved updates to the company's compensation programs, details of which were filed under Form 8K on January 4, 2024. These updates were designed to address issues raised during last year's Say on Pay advisory vote while maintaining the company's strong alignment with shareholders. Under the company's alignment of interest program, changes included a maximum deferral percentage of 50% of compensation from 100% previously and a limit on the duration of the restriction period based on retirement eligibility. Updates were also made to annual incentive metrics, such that 70% will be based on specific company metrics from 50% previously, and 30% will be based on individual metrics. Finally, we transitioned our long-term incentive plan to a three-year forward-looking measurement period, with performance-based RSU grants representing 65% and time-based RSU grants representing 35%. of the executive officer's targeted long-term incentive compensation, all of which utilize threshold, target, and maximum performance levels. Our proxy statement, which will be filed in March, will provide a detailed review of our compensation program. To wrap up, I am excited about the opportunities we see for CHCT in 2024 and beyond. We declared our dividend for the fourth quarter and raised it to 45.75 cents per common share. This equates to an annualized dividend of $1.83 per share. And we are proud to have raised our dividend every quarter since our IPO. That takes care of the items I wanted to cover, so I will hand things off to Bill to discuss the numbers. Thank you, Dave. I will now provide more details on our fourth quarter financial performance. I'm pleased to report that total revenue grew from $25.3 million in the fourth quarter of 2022 to $29.1 million in the fourth quarter of 2023, representing 14.9% annual growth over the same period last year. When compared to our $28.7 million of total revenue in the third quarter of 2023, we achieved 1.4% total revenue growth quarter over quarter, although our growth was negatively impacted by the loss of Genesis Care Fort Myers revenue in the fourth quarter after receiving two months of rent and operating expense reimbursement in the third quarter. From an expense perspective, property operating expenses increased by approximately $142,000 quarter over quarter to $5.6 million, primarily as a result of properties acquired during the periods. General and administrative expenses increased by approximately $110,000 quarter over quarter to $3.7 million, driven by slightly higher non-cash deferred compensation expense and professional fees associated with the compensation plan design changes Dave discussed earlier. Interest expense increased from $4.6 million in the third quarter of 2023 to $5 million in the fourth quarter of 2023, due to the increase in borrowings under our revolving credit facility to fund acquisitions. Moving to funds from operations, FFO increased from $13.6 million in the fourth quarter of 2022 to $14.9 million in the fourth quarter of 2023, or 9.5% growth year over year. On a quarter-over-quarter basis, FFO decreased slightly from $15 million in the third quarter of 2023. And on a per diluted common share basis over these periods, FFO declined from 58 cents to 57 cents per share. Adjusted funds from operations or AFFO, which adjusts for straight line rent and stock-based compensation, totaled $16.1 million in the fourth quarter of 2023, which compares to $15.4 million in the fourth quarter of 2022, or 4.3% growth year over year. On a quarter-over-quarter basis, AFFO decreased by 2.1% from $16.4 million in the third quarter of 2023. And on a per diluted common share basis over these periods, AFFO declined from 63 cents to 61 cents per share. I'll note that revenue loss from Genesis Care Fort Myers in the fourth quarter did impact both FFO and AFFO sequentially. That concludes our prepared remarks. Operator, we are now ready to begin the question and answer session.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your touch-tone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. Our first question comes from Alexander Goldfarb. Please go ahead with your question.

Hey, good morning down there. Dave, just quickly, on the Genesis, did you say the remaining office lease, not the office lease, the MOB lease, did you say that's in the process of being taken by someone else or that's the final piece that needs to be resolved?

So the MOB, the Asheville property, that property continues to be for sale or lease. And we've got good traffic at that facility. And so we're hopeful that we have something to report on here soon. But that continues to remain for sale or lease. And so we're talking to both buyers as well as folks interested in leasing that space.

Okay. And then just sort of in keeping... Because you guys have dealt with a number of these credit issues over time as any other landlord would. But it sounds like you guys were made whole here. Like there's no loss to shareholders. There's no real economic downside. Like it sounds like everything worked out the way you guys anticipate. Is that the case? Or is there something missing where there is some economic impact?

Well, I mean, obviously, we don't like it when we get two of those leases rejected is what happened with the Genesis Care situation. So two of our nine leases with Genesis Care were rejected as part of the bankruptcy process. But as we talked about, you know, I'm proud of the way the team sort of handled this situation. It was a protracted bankruptcy process, as you can tell. We've got a number of different buyers of these assets. And so what I would say is the seven leases are transitioning over. We're happy about that. The two that aren't, that were rejected as part of the process, one is an asset held for sale, which is essentially at a level that we aren't having to take a write-off on at this point. And so we look to recycle that capital into new income-producing properties for us. So, look, we lost some ABR as part of this process, but we're in the process of dealing with the outcome. And I think overall, this is a great situation for CHCT.

Okay. And then just second, you guys did issue some ATM statements. you know, around 28 bucks. I think you said you used some line of credit, you know, historically, obviously, you know, you issued ATM higher, you know, everyone wants to issue ATM higher. But as we think about you guys funding acquisitions over the next year, it sounds like you're comfortable issuing around these levels, or how are you thinking about funding and sort of maintaining that low leveraged balance sheet, you know, if the stock is still where it is?

Yeah, look, I think, you know, we certainly would love it if we could issue shares at a higher share price. And what I will tell you, in that average, you know, share price that we sold shares at last quarter, you know, those are still accretive transactions for us in investing those proceeds into new acquisitions. But we're very mindful of where our share price is. And so, you know, as we are consistently if the share price goes down, we're not going to be very active in the ATM. As the share price goes up, we're going to be more active in the ATM. And the good news is, is we've got capacity under our revolving credit facility so that we aren't forced to use the ATM when the share price isn't where we like it. So I would just say that, as always, we're going to be mindful of where the share price is, and we're going to issue shares strategically based on that. And the other thing I would mention is, you know, we've got uh the fort myers property that we're going to sell we've got another asset held for sale that we will be looking to sell and so some of these asset sales will also contribute to the to the capital that we have available to us and and we'll take that into consideration as we're issuing shares under the atm thank you thank you alex the next question comes from rob stevenson with jannie please go ahead

Good morning, guys. Just to follow up on Alex's question, can you talk a little bit about the disposition market today? I mean, obviously, Fort Myers is vacant, but is there an opportunity here for you guys to sell more than the two assets that are currently held for sale, given your cost of equity to fund acquisitions? Is that market sort of frozen or You know, given the bank issues and cost of debt, how would you guys characterize the disposition market right now?

You know, hey, Rob, by the way, thanks for the question. Look, I don't think the market for selling properties is frozen by any stretch of the imagination. I think the Fort Myers situation sort of is indicative of where the market is, and so we're happy about that. And we do get questions from time to time, and people will ask us if we want to sell buildings. And so we have taken – we've listened to those things. Up to this point, we haven't considered doing any asset sales. But certainly, that is an option that we have, and it's something that we can consider. You know, again, our preference is to, you know, grow our assets based on, you know, nice, attractive 9% to 10% yields. And so we're going to look at that. I think primarily at raising funds through the credit facility and through our ATM. But we always have the option of looking at asset sales, and that's certainly an option that we have to consider. It's not anything that we're looking to consider at this point, but it's certainly an option we have.

Okay. And then can you talk about, you know, where you guys are viewing the operator strength on the two Genesis Care assigned properties? and potentially where the others might fall out as well versus where Genesis Care was a year ago before bankruptcy? Are you likely to be sort of flat in terms of operator strength, a little bit of a hit to where Genesis Care was before it hit the wall, a little bit better? How are you guys thinking about when this is all said and done in 90 days? where those assets are going to be operator strength-wise versus what they were, you know, a year or 18 months ago?

Look, we feel very good about the operators that are coming in to operate these facilities. And we also, you know, two of the leases are going to stay with Genesis Care. So we think that Genesis Care is viable as they move into the new Genesis Care and sort of deleverage. So I would say on balance, based on what we've seen, the operators are going to be just as strong, if not stronger. And we're excited about diversifying that portfolio away from a single operator. We've got now operators that are strong in their existing markets. And we think that bodes really well for the individual properties.

Okay. And then the last one for me, you talked to the prepared comments about the two properties among the $167 million that are expected to close in 2024. From a capital needs and modeling perspective, are these going to be later in 2024, you know, one earlier, one later, both back-end weighted? And I guess from a, you know, pricing standpoint, are, you know, most of the seven roughly more or less in line with the $25 million market? average price that's the 167 divided by seven, or there are some couple of much larger ones within those seven that we have to be aware of from a capital needs perspective.

No, so that's a great question. So one of those hospitals is going to close, one of those inpatient rehab facilities is going to close early on this year. The other one is going to be later this year, you know, call it late third quarter, I would estimate. And those dollars are right around that, you know, consider that $24 million per unit is a good average.

Okay, that's helpful. Thanks, guys. Appreciate the time. Thanks, Rob.

The next question comes from Jim Comert with Evercore. Please go ahead.

Good morning. Thank you. You know, David, I think you mentioned or alluded to kind of the shadow pipeline of activity, perhaps. And I was just curious, you know, you said 9% to 10% type returns. With those, could you just put more color around? Are those some existing relationships or, you know, new opportunities? And I'm wondering, second part of that is, Are more tenants slash owners calling CHCT given the lingering challenge in the credit markets? I mean, is your opportunity set widening, in other words? Thank you.

Yeah, thanks, Jim. Appreciate the question. You know, what I would say is we are seeing an expanded opportunity set, and we're using that to, you know, obviously to try to push on yield as best we can, but also get higher quality assets in. And so we're, I would say that it's a mix. We're talking to folks where we have relationships and we're, so that part of the business is, I think, is yielding really good dialogue and good opportunities. We've got As everybody knows, we have about five client-type relationships, and we've been wanting those client relationships to get more active, and we've got some good dialogue and prospects for additional deals through those client relationships. And we're also talking to a couple of new potential client relationships. Those haven't, you know, gotten to a point where we can talk more specifically about them, but we're encouraged certainly by folks looking to partner with us. And, you know, so we're excited about the prospects of the types of facilities that we like and getting pricing and yields that are attractive to us. on that side. But in terms of mix, I would say it's sort of consistent with what we've seen in the past. What we're seeing is just a higher volume of those types of opportunities, both in the broker market, but also in the client market. So we think that that will, over time, yield more opportunities for us from an acquisition standpoint.

Very helpful. And not to dwell, I apologize, one second question. Back to Genesis, just for my own edification, please. You talk about the seven remaining deals going to be assigned. You're pleased with the new operators. But does that imply then that the operators are going to use the assets for a very similar purpose? I'm just trying to think about the fungibility and reuse of the properties. Or are they changing the business that would be undertaken within? I'm just curious how that might play out, if you have any insight into that.

Yeah, no, they're all going to be essentially operating consistent with, you know, radiation oncology type of purpose. And so the actual use of the facilities is not changing at all. And so, you know, to me, that sort of indicates that you've got a good business there and an attractive business. It just was not in the right hands. And so, If anything, we're excited about it because you've got now regional operators that are strong in these current markets that are going to be operating a similar radiation oncology type practice in business.

Very good. Appreciate it. Thank you. Thank you.

The next question comes from Wes Galladay with Baird. Please go ahead.

Hey, good morning, everyone. Can you talk about how you look to fund the business from a debt perspective? Would it be the line of credit or do you have any interest in another term at the moment?

Thanks, Wes. You know, we are focused on using our revolving credit facility. You know, we have over $100 million available on that facility. We have great support from our banks for that facility. Certainly, we stay current on the state of all debt markets. And so, looking at term loans, you know, looking at other debt financing facilities. But for our current needs, the flexibility that the revolver provides is kind of what we're utilizing today. And obviously, The cost is a little bit higher than where it was a year ago, but, you know, hopefully we're at least in the interest rate environment that's flat to stable and maybe later this year starting to decline, which we'll benefit from.

Okay. And then I believe you called out reimbursements being a little bit lower through the Genesis care. Do you happen to have that number for you, either the Genesis care component or the total reimbursement you had in the quarter?

Yeah, what you can do is, you know, you can look obviously at our supplemental and look at the Fort Myers property and kind of come up with, you know, what is a monthly rent number. So we received two months of rent in the third quarter, which we obviously did not receive in the fourth quarter. You know, you can kind of call that $130,000, $140,000. There was also some expense reimbursement that, you know, it isn't as visible, but that obviously impacted rent. the loss of that reimbursement in the fourth quarter. And then obviously in the fourth quarter, we also now, you know, we're paying for some of those expenses ourselves as opposed to having at least a couple months reimbursed in the third quarter. So all of those added up to, you know, as you look at the quarter over quarter sequential impact, you know, you can kind of see where that, you know, penny or so came from.

Okay. Thanks a lot for that. Thanks, Wes.

The next question comes from Barry Oxford with Colliers. Please go ahead.

Great. Thanks, guys. Real quick, when you guys are talking about long-term debt, have you kind of talked to any of the banks where five- or ten-year money might be priced for you guys at this particular juncture? Sure.

Barry, where we are right now with the availability we have under our revolver and not having any near-term maturities, our next maturity is not until March of 2026, we continue to monitor those markets and where pricing is. But since we don't have an immediate need, it's not a focus of ours. Again, I think as we look at the interest rate outlook, You know, we feel like some of the headwinds that everyone's experienced over the last, you know, 12, 18 months have at least subsided and we seem to be in a more stable interest rate environment. And look, we hope later this year and into next year, it's a more favorable interest rate environment. And I think at that point, you know, that is when, you know, we would maybe be more interested in taking a harder look at some of the different financing environments.

Right, take a closer look at that point. That makes sense. I've heard other management teams kind of echo the same thing. In your acquisition pipeline, what type of assets are in there? Is it, you know, the MLBs or acute care, long-term care facilities? You know, is there a particular weight to one of those asset classes or is it, look, you know, it's kind of across the board of what we normally buy?

It's really kind of across – Barry, by the way, good to hear from you, good to talk to you. Yes, great, great, great. Glad you've joined the team here. Yes. But, yeah, I would characterize – yeah, no, that's great. I would characterize our pipeline as really being similar to what it's been roughly, you know, half or a little bit more around the physician clinic MOB side of things. And maybe that's, you know, call it 60% plus or minus. And then the other side of the pipeline is more of the client single tenant type of opportunity set, which includes everything from, you know, behavioral to inpatient rehab to you know, a variety of, and, and, and actually dialysis too. So that, that's kind of the mix today that we're seeing. And, and so, you know, we, we like that mix. We think it's a, it's a good mix of, of property type and, and we expect that that sort of mix in general will continue into 2024.

Great. Appreciate the color guys. Thanks so much.

Thank you.

The next question comes from Ethan Brown with Cox Capital Markets. Please go ahead.

Hi, guys. Thanks for taking my question. I wanted to ask just more of a high-level question about AFFO. I mean, when we look at that on a per share basis, we're coming up on kind of our third year of that metric being relatively flat. know at a time when the asset base has continued to grow at a pretty moderate rate so at what point do you regain some of that operational leverage to drive you know affo per share and just how do you how do you internally think about driving that metric thank you well thank you for the question um what i would tell you and you know

is if you take a step back and look at the environment that we've been operating in over the last couple of years, it's been an increasing interest rate environment. And so, unfortunately, during that same period of time, even though we've been acquiring assets, our spread has compressed rather meaningfully. We're very focused on AFFO, that's how we're all rewarded internally, and we're laser focused on growing that number. But, you know, unfortunately, interest rates have gone up pretty significantly during that 18 to 24 month period of time. And so a lot of that, you know, acquisition growth that would have flown that would have moved through our FFO and FFO lines have been impacted as a result of that. So, look, we're going to continue to look to push yields and to find attractive acquisition opportunities because, again, we're looking on the long term. We're going to own these assets for a long period of time. And those yields, I think, are very attractive long-term yields that we're excited about. And I think over time, as Bill referenced, you know, interest rates are going to stabilize. We feel like they are. And then, you know, as they start declining, you know, leveraging of the asset base and growth of AFFO and FFO. But we're very focused on trying to maximize those returns and look at that very closely on an acquisition by acquisition basis. Bill, I don't know if there's anything you wanted to mention there. No, I think that covers it.

Great, great. Thanks a lot. I appreciate the response.

The next question comes from Michael Lewis with Truist Securities. Please go ahead.

Thanks. My first question goes back to this idea of selling some assets. I realize the vacant building is sort of a special case, but you talked about potential asset sales as a source of capital. I'm just wondering what the characteristics are of an asset that you might sell, a strategic reason to sell, and then Maybe this isn't an either or, but should we think of asset sales maybe as a replacement for equity capital that would have been from the ATM if the price was better? In other words, if your stock price is soft, and I think you just issued some equity right around consensus NAV, if your stock price is soft, are you more apt to sell assets to kind of make up that equity piece as you continue to make acquisitions? And vice versa, dispositions are not attractive if your cost of equity from the ATM is good.

Thanks for the question, Michael. You know, we are very focused on growing our book of business now. That said, there's always a handful of properties that, for whatever reason, may not be strategic for us. And we would certainly evaluate whether it makes sense to sell properties that are no longer strategic or we feel are a focus for us. But, you know, I think in general, we don't have a plan in place to sort of say, you know, if we don't find it very attractive on an app from a. From an ATM perspective, we don't have a specific plan in place, but we are evaluating our portfolio. And to the extent there are non-core properties that we think would be, you know, an option to sell, we may consider that. I think at the end of the day, you know, with $100 million of availability under our revolver and being strategic with our ATM portfolio, I think we're going to be more focused there, but we're certainly open to the opportunity to sell assets to the extent that's ultimately what we need to do. But, you know, again, I think we've got good resources and good capital alternatives before we look very closely at asset sales beyond what we've already identified.

Okay, got it. And then, Just to confirm, you know, the timing pushback on a couple of these development acquisitions, I just want to confirm, you know, your acquisition yield is kind of locked in. Timing, you know, the timing, whether it gets pushed back a quarter or not isn't a big deal. And just confirm, you know, there's nothing, no issues or anything on those projects.

No, there are no issues on the projects other than, you know, they have been pushed back a little bit for a variety of reasons. Those projects are now being simultaneously closed with another operator. And so coordinating that closing has added a little bit of time. And then what we found is coming out of COVID, and Michael, you and I have talked about this before, these development projects take a little bit longer to come to market than they did pre-COVID. And so that's unfortunate, but that's kind of the reality of what we're seeing.

I got it. And then lastly from me, we talked about this before, but I just wanted to make sure, you know, as far as the comp structure change, it sounds like there's not going to be any real significant impact on the income statement or the cash flow, right? It'll be a, you know, it'll be a change in the vesting schedule and you'll be expensing the cash portion, but maybe the total comp is a little low and more of it is cash. I guess the question is, is there any material impact on the income statement from this change in the comp structure this year?

Michael, what I would point you to is there's a couple of things at play here, right? As Dave mentioned, we're focused on continuing to align executive officer compensation with the value of our common stock. And so continuing to have stock compensation being a large part of executive officer compensation, but the reduction in the matching, our alignment of interest program, you know, will reduce, you know, our salary and annual incentive compensation. Now, accounting doesn't always work exactly as compensation does. And so because some of that compensation is now being paid in cash and you know, that part of the compensation, you know, will be expensed, you know, kind of immediately and during the year. And so, you know, you will see less of an add back to AFFO with cash compensation, obviously, compared to stock compensation, right? So that will have an impact. It's something you'll see on the income statement. It's being offset by the reduction in total compensation, again, because of the reduced matching of the alignment of interest program. So they offset each other, but you will see some movements on the, you know, on the income statement. You know, we don't believe it's going to be material to overall AFFO or FFO, but it's something that we'll obviously explain in more detail in our proxy, which gets filed in March. And it's also something we can go into more detail on our first quarter conference call as well.

Okay, great. Thank you. Thanks, Michael.

This concludes our question and answer session. I would like to turn the conference back over to Dave Dupuy for any closing remarks.

I just want to thank everybody for joining us. We appreciate everyone's support, and I hope everyone has a great day.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.