National Healthcare Properties agrees to ~$531M sale
The 2025 pro forma statement includes an estimated $151.5 million non-recurring gain on the OMF sale and assumes the transactions occurred January 1, 2025.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
National Healthcare Properties, Inc. (NHP) presented pro forma financial information for 24 senior housing operating portfolio (SHOP) communities acquired from January 1 through September 30, 2026, and the agreed sale of its 40 outpatient medical facilities (OMFs) for approximately $531.4 million before transaction expenses, prorations, credits and other adjustments. Its acquisition schedule lists $628.410 million in total purchase price across completed and probable acquisitions.
Additional SHOP acquisitions are considered probable, with the company expecting them in the fourth quarter of 2026 or first quarter of 2027. The OMF sale is expected to close in the fourth quarter of 2026, subject to satisfaction or waiver of customary closing conditions.
For the nine months ended September 30, 2026, pro forma revenue from tenants was $341.789 million and net income attributable to common stockholders was $860,000. For the year ended December 31, 2025, those figures were $447.856 million and $39.141 million. The 2025 pro forma results include an estimated $151.5 million non-recurring gain on sale. The unaudited figures assume the transactions occurred on specified historical dates and are not necessarily indicative of actual or future results.
Filing Explained
The filing’s pro forma scenario assumes the pending OMF sale yields estimated net cash of
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Completed SHOP communities: 24 communities
Scheduled acquisition purchase price: $628.410 million
OMF facilities: 40 facilities
+5 more
8 metrics
Completed SHOP communities
24 communities
Acquired from January 1 through September 30, 2026
Scheduled acquisition purchase price
$628.410 million
Total across completed and probable acquisitions in the schedule
OMF facilities
40 facilities
Portfolio covered by the agreed sale
OMF sale price
Approximately $531.4 million
Before transaction expenses, prorations, credits and other adjustments
Pro forma adjustment to cash and cash equivalents
$507.938 million
After seller capital expenditure credits and estimated closing costs
Estimated gain on sale
$151.5 million
Non-recurring gain included in 2025 pro forma results
Pro forma revenue from tenants
$341.789 million
Nine months ended September 30, 2026
Pro forma net income attributable to common stockholders
$860,000
Nine months ended September 30, 2026
Key Terms
SHOP, OMFs, asset acquisitions, straight line rent, +1 more
5 terms
SHOP technical
"senior housing operating properties (SHOP)"
OMFs technical
"outpatient medical facilities (OMFs)"
asset acquisitions financial
"accounting for the Acquisitions as asset acquisitions"
straight line rent financial
"increase in rental revenues for straight line rent amounts"
below-market leases financial
"amortization of acquired below-market leases"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is NHP's sale price for its 40 OMF facilities?
NHP agreed to sell its 40 outpatient medical facilities for approximately $531.4 million before transaction expenses, property operating prorations, capital expenditure credits and other adjustments. The sale is expected to close in the fourth quarter of 2026, subject to satisfaction or waiver of customary closing conditions.
How many SHOP communities did NHP acquire, and what is the scheduled purchase price?
NHP completed acquisitions of 24 SHOP communities from January 1 through September 30, 2026. The acquisition schedule lists $628.410 million in total purchase price across completed and probable acquisitions.
How many additional NHP SHOP acquisitions are expected, and when?
The accompanying exhibit says NHP expects to close eight additional SHOP acquisitions in the fourth quarter of 2026. The broader transaction description places probable acquisitions in the fourth quarter of 2026 or first quarter of 2027, subject to the closing conditions in the applicable purchase agreements.
How does NHP expect to use proceeds from the OMF sale?
NHP expects to use the sale proceeds to fund future acquisitions and for general corporate purposes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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): November 10, 2026
(Exact name of Registrant as Specified in its Charter)
|
|
|
|
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (332 ) 258-8770
N/A
(Former name or former address, if changed since last report)
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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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||
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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 8.01 |
Other Events.
|
Pro Forma Financial Information of Completed and Probable Acquisitions of SHOP Communities
From January 1, 2026 through September 30, 2026, National Healthcare
Properties, Inc. (the “Company”), through subsidiaries of National Healthcare Properties Operating Partnership, L.P. (the “Operating Partnership”), completed the acquisitions of 24 senior housing operating portfolio (“SHOP”) communities in
several separate transactions. In addition, the Company expects to complete the acquisitions of several additional SHOP communities during the fourth quarter of 2026 or first quarter of 2027, which the Company considers to be probable (the completed and probable acquisitions of SHOP communities collectively, the “Acquisitions”).
None of the Acquisitions is individually significant to the Company under Regulation S-X, and as such, no separate financial statements of any acquired or to be acquired
SHOP communities are required to be filed. However, because the aggregate impact of the Acquisitions exceeds 50% under Regulation S-X, the Company is filing the Pro Forma Financial Information (as defined below) that gives effect to the aggregate
impact of the Acquisitions, which is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
Pro Forma Financial Information of Probable Disposition of OMFs
As previously reported in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on September 29, 2026, certain subsidiaries of the Company are party to a purchase and sale agreement, dated as of July 15, 2026 (as amended from time to time, the “PSA”), with an unaffiliated third party (the “Purchaser”), pursuant to which such
subsidiaries agreed to sell the Company’s portfolio of 40 outpatient medical facilities (“OMFs”) for an aggregate purchase price of approximately $531 million, before transaction expenses, property operating prorations, capital expenditure credits
and other adjustments (the “Disposition”). The PSA contains customary representations, warranties and covenants of the parties, as well as customary post-closing obligations. The Disposition is expected to close during the fourth quarter of 2026,
subject to the satisfaction or waiver of customary closing conditions specified in the PSA.
Because the Disposition exceeds 20% significance under Rule 11-01(b) of Regulation S-X, the Disposition constitutes the probable
disposition of a significant portion of the Company’s business under Rule 11-01(a)(4) of Regulation S-X, and the Company is filing the Pro Forma Financial Information that gives effect to the Disposition, which is filed as Exhibit 99.1 to this
Current Report.
Although the Disposition and the probable Acquisitions are reflected in the Pro Forma Financial Information as probable transactions,
no assurance can be given that any of these transactions will be completed on the terms described herein or at all. The closing of the Disposition is subject to the satisfaction or waiver of customary closing conditions specified in the PSA, and
the closing of each probable Acquisition is subject to the satisfaction or waiver of the closing conditions specified in the applicable purchase agreement.
The unaudited pro forma condensed combined financial information of the Company giving effect to the Acquisitions and the Disposition
(the “Pro Forma Financial Information”) consists of the unaudited pro forma condensed combined balance sheet as of September 30, 2026, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026
and for the year ended December 31, 2025, and the notes thereto. The unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2026 gives effect to the probable Acquisitions and the Disposition as if each had occurred
on September 30, 2026. The SHOP communities acquired on or before September 30, 2026 are reflected in the Company’s historical condensed consolidated balance sheet as of that date. The unaudited pro forma condensed combined statements of operations
of the Company for the nine months ended September 30, 2026 and for the year ended December 31, 2025 give effect to the Acquisitions and the Disposition as if each had occurred on January 1, 2025. Such unaudited pro forma condensed combined
statements of operations do not:
| (i) |
fully reflect the disposition of 30 OMFs completed on September 10, 2026, as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2026,
which OMFs generated approximately $13.5 million and $26.3 million of aggregate rental revenue from tenants during the nine months ended September 30, 2026 and the year ended December 31, 2025, respectively; or
|
| (ii) |
reflect the separate pending disposition of 56 OMFs currently under contract, as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2026,
which OMFs generated approximately $27.2 million and $36.6 million of aggregate rental revenue from tenants during the nine months ended September 30, 2026 and the year ended December 31, 2025, respectively.
|
The Pro Forma Financial Information has been prepared in accordance with Article 11 of Regulation S-X, is filed as Exhibit 99.1 to this Current Report and
is incorporated herein by reference.
The Pro Forma Financial Information is based upon available information and assumptions that the Company considers reasonable and is
provided for informational purposes only. It does not purport to represent what the Company’s actual financial position or results of operations would have been had the Acquisitions and the Disposition occurred on the dates assumed, nor is it
necessarily indicative of the Company’s future financial position or results of operations. Differences between the pro forma adjustments and the final accounting for the Acquisitions and the Disposition may be material. The Pro Forma Financial
Information should be read in conjunction with (i) the accompanying notes thereto, (ii) the audited consolidated financial statements and accompanying notes of the Company contained in its Annual Report on Form 10-K for the year ended December 31,
2025, filed with the SEC on February 20, 2026, and (iii) the unaudited condensed consolidated financial statements and accompanying notes of the Company contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2026, filed with the SEC on November 5, 2026.
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, including statements regarding the expected timing and completion of the probable Acquisitions and the Disposition. Words such as “expects,” “anticipates,” “intends,” “believes,” “may,” “will,”
“probable” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, including the risk that the conditions to closing
of any of these transactions are not satisfied or waived, that any of these transactions is not completed on the anticipated terms or timeline or at all, and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025 and subsequent filings with the SEC. Actual results may differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date of this Current
Report, and the Company undertakes no obligation to update or revise them, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits.
|
(b) Pro Forma Financial Information.
The Pro Forma Financial Information of the Company giving effect to the Acquisitions and the Disposition, consisting of the unaudited
pro forma condensed combined balance sheet as of September 30, 2026, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and for the year ended December 31, 2025, and the notes thereto,
is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information under Item 8.01 of this Current Report is also incorporated herein by reference.
(d) Exhibits.
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Exhibit
Number
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Description
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|
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99.1
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Unaudited pro forma condensed combined financial information of National Healthcare Properties, Inc. as of September 30, 2026 and for the nine months ended
September 30, 2026 and the year ended December 31, 2025
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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NATIONAL HEALTHCARE PROPERTIES, INC.
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|||
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Date:
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November 10, 2026
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By:
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/s/ Andrew T. Babin
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Name:
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Andrew T. Babin
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Title:
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Chief Financial Officer and Treasurer
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Exhibit 99.1
NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Financial Information
(in thousands)
National Healthcare Properties, Inc. (including, as by context, National Healthcare Properties Operating Partnership, L.P. (the “OP”) and its
subsidiaries, the “Company”) completed the acquisition of 24 senior housing operating properties (“SHOP”) during the period from January 1, 2026 through September 30, 2026. The Company expects to close the acquisitions of eight additional SHOP
during the fourth quarter of 2026, and the Company considers these acquisitions to be probable. Each of the completed and probable acquisitions, (collectively, the “Acquisitions”) was individually insignificant; however, the aggregate impact
of the Acquisitions exceeded the significance threshold under Regulation S-X of the Securities and Exchange Commission (the “SEC”).
On July 15, 2026, certain subsidiaries of the Company entered into a purchase and sale agreement, as amended from time to time (the “PSA”) with an
unaffiliated third party to sell the Company’s portfolio of 40 outpatient medical facilities (the “OMF Portfolio”) for approximately $531.4 million before transaction expenses, property operating prorations and capital expenditure and other adjustments (the transactions contemplated thereunder, the “Disposition”). The PSA
contains customary representations and warranties made by the parties thereto, customary covenants and agreements and customary post-closing obligations of the purchaser. The Disposition is expected to close in the fourth quarter of 2026, subject to
customary closing conditions as specified in the PSA.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The
unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2026 and for the year ended December 31, 2025 has been derived from (1) the historical audited consolidated financial
statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026; (2) the historical unaudited condensed consolidated financial statements of the Company
included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the SEC on November 5, 2026; and (3) certain historical unaudited financial information, including revenue and expense information, from the
Company’s accounting books and records with respect to the Disposition and from supporting documentation related to the Acquisitions.
The unaudited pro forma condensed combined balance sheet as of September 30, 2026 gives effect to the probable SHOP acquisitions and the Disposition
subsequent to September 30, 2026 as if each had occurred on September 30, 2026. The SHOP acquisitions completed on or before September 30, 2026 are already reflected in the Company’s historical condensed consolidated balance sheet as of that date.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and for the year ended December 31, 2025
give effect to the Acquisitions and the Disposition as if each had occurred on January 1, 2025.
1
The following table summarizes the Acquisitions reflected in the accompanying unaudited pro forma condensed combined financial information (dollars in
thousands):
|
Acquisitions
|
Number of
properties
|
Acquisition date
|
Purchase price
|
||||||
|
Midwest Portfolio
|
2
|
June 30, 2026
|
$
|
99,098
|
|||||
|
Addington Place of Cape Coral
|
1
|
July 1, 2026
|
35,160
|
||||||
|
Discovery Portfolio
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13
|
July 6, 2026
|
65,377
|
||||||
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Addington Place of Canfield
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1
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July 15, 2026
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26,740
|
||||||
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River Glen of St. Charles
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1
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July 15, 2026
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40,605
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||||||
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Addington Place of Spirit Lake
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1
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July 30, 2026
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16,006
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||||||
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Central IL Portfolio
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3
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August 14, 2026
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30,698
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||||||
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Sonata Portfolio
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2
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August 31, 2026
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90,306
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||||||
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Crestview Senior Living
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1
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October 30, 2026
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25,755
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||||||
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Inspired Portfolio
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5
|
Estimated Q4 2026
|
148,670
|
||||||
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Maine Portfolio
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2
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Estimated Q4 2026
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49,995
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||||||
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Total purchase price
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$
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628,410
|
|||||||
The unaudited pro forma adjustments are based on available information and assumptions that the Company considers reasonable and supportable. The
unaudited pro forma condensed combined financial information is prepared for informational purposes only and is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the Acquisitions
and the Disposition been completed as of the dates indicated, nor does it purport to represent the Company’s future financial position or results of operations. Because the unaudited pro forma condensed combined financial information has been
prepared based on these assumptions, the final amounts recorded to reflect the accounting for the Acquisitions and the Disposition may differ materially from the information presented herein.
2
NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2026
(In thousands)
|
|
Company (Historical)
Note (2.A)
|
Pro forma Acquisitions
Note(2.B)
|
Pro forma Disposition
Note (2.C)
|
Company pro forma
|
||||||||||||
|
ASSETS
|
||||||||||||||||
|
Real estate investments, at cost:
|
||||||||||||||||
|
Land
|
$
|
168,716
|
$
|
11,899
|
$
|
(31,719
|
)
|
$
|
148,896
|
|||||||
|
Buildings, fixtures and improvements
|
1,893,128
|
192,708
|
(435,424
|
)
|
1,650,412
|
|||||||||||
|
Acquired intangible lease assets
|
235,245
|
19,813
|
(75,514
|
)
|
179,544
|
|||||||||||
|
Construction in progress
|
4,889
|
—
|
(2,298
|
)
|
2,591
|
|||||||||||
|
Total real estate investments, at cost
|
2,301,978
|
224,420
|
(544,955
|
)
|
1,981,443
|
|||||||||||
|
Less: accumulated depreciation and amortization
|
(627,462
|
)
|
—
|
189,888
|
(437,574
|
)
|
||||||||||
|
Total real estate investments, net
|
1,674,516
|
224,420
|
(355,067
|
)
|
1,543,869
|
|||||||||||
|
Cash and cash equivalents
|
125,069
|
(224,420
|
)
|
507,938
|
408,587
|
|||||||||||
|
Restricted cash
|
18,966
|
—
|
—
|
18,966
|
||||||||||||
|
Derivative assets, at fair value
|
9,936
|
—
|
—
|
9,936
|
||||||||||||
|
Straight-line rent receivable, net
|
18,048
|
—
|
—
|
18,048
|
||||||||||||
|
Operating lease right-of-use assets
|
13,941
|
—
|
(4,286
|
)
|
9,655
|
|||||||||||
|
Prepaid expenses and other assets, net
|
25,798
|
—
|
—
|
25,798
|
||||||||||||
|
Accounts receivable, net
|
9,702
|
—
|
—
|
9,702
|
||||||||||||
|
Deferred costs, net
|
18,839
|
—
|
(8,570
|
)
|
10,269
|
|||||||||||
|
Total assets
|
$
|
1,914,815
|
$
|
—
|
$
|
140,015
|
$
|
2,054,830
|
||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||||||
|
Liabilities
|
||||||||||||||||
|
Mortgage notes payable, net
|
$
|
249,581
|
$
|
—
|
$
|
—
|
$
|
249,581
|
||||||||
|
Revolving credit facility
|
305,000
|
—
|
—
|
305,000
|
||||||||||||
|
Term loan, net
|
296,661
|
—
|
—
|
296,661
|
||||||||||||
|
Market lease intangible liabilities, net
|
4,002
|
—
|
(2,828
|
)
|
1,174
|
|||||||||||
|
Accounts payable and accrued expenses
|
121,053
|
—
|
(4,259
|
)
|
116,794
|
|||||||||||
|
Operating lease liabilities
|
8,205
|
—
|
(4,406
|
)
|
3,799
|
|||||||||||
|
Deferred rent
|
7,898
|
—
|
—
|
7,898
|
||||||||||||
|
Distributions payable
|
1,340
|
—
|
—
|
1,340
|
||||||||||||
|
Total liabilities
|
993,740
|
—
|
(11,493
|
)
|
982,247
|
|||||||||||
|
Commitments and Contingencies
|
||||||||||||||||
|
Equity
|
||||||||||||||||
|
7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, — authorized as of
September 30, 2026; — issued and outstanding as of September 30, 2026
|
—
|
—
|
—
|
—
|
||||||||||||
|
7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, 2,900 authorized as of
September 30, 2026; 2,850 issued and outstanding as of September 30, 2026
|
—
|
—
|
—
|
—
|
||||||||||||
|
Common stock, $0.01 par value, 300,000 shares authorized, 28,638 shares issued and outstanding as of
September 30, 2026
|
1,132
|
—
|
—
|
1,132
|
||||||||||||
|
Class A common stock, $0.01 par value, 100,000 authorized as of September 30, 2026; 44,275 issued and
outstanding as of September 30, 2026
|
443
|
—
|
—
|
443
|
||||||||||||
|
Additional paid-in capital
|
2,849,755
|
—
|
—
|
2,849,755
|
||||||||||||
|
Accumulated other comprehensive income (loss)
|
8,420
|
—
|
—
|
8,420
|
||||||||||||
|
Distributions in excess of accumulated earnings
|
(1,941,567
|
)
|
—
|
151,508
|
(1,790,059
|
)
|
||||||||||
|
Total stockholders' equity
|
918,183
|
—
|
151,508
|
1,069,691
|
||||||||||||
|
Non-controlling interests
|
2,892
|
—
|
—
|
2,892
|
||||||||||||
|
Total equity
|
921,075
|
—
|
151,508
|
1,072,583
|
||||||||||||
|
Total liabilities and equity
|
$
|
1,914,815
|
$
|
—
|
$
|
140,015
|
$
|
2,054,830
|
||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
3
NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2026
(In thousands, except per share data)
|
|
Company (Historical)
Note (3.A)
|
Pro forma Acquisitions
Note (3.B)
|
Pro forma Disposition
Note (3.C)
|
Transaction accounting adjustments
|
Notes
|
Company pro forma
|
||||||||||||||||||
|
Revenue from tenants
|
$
|
276,877
|
$
|
103,402
|
$
|
(38,553
|
)
|
$
|
63
|
(3.D)
|
$
|
341,789
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||||||
|
Property operating and maintenance
|
176,613
|
78,535
|
(9,701
|
)
|
—
|
245,447
|
||||||||||||||||||
|
Impairment charges
|
10,654
|
—
|
—
|
—
|
10,654
|
|||||||||||||||||||
|
Acquisition and transaction related
|
1,058
|
—
|
(8
|
)
|
—
|
1,050
|
||||||||||||||||||
|
General and administrative
|
19,877
|
—
|
(14
|
)
|
—
|
19,863
|
||||||||||||||||||
|
Depreciation and amortization
|
59,966
|
—
|
(11,894
|
)
|
9,159
|
(3.E)
|
|
57,231
|
||||||||||||||||
|
Total expenses
|
268,168
|
78,535
|
(21,617
|
)
|
9,159
|
334,245
|
||||||||||||||||||
|
Operating income (loss) before gain on sale of real estate investments
|
8,709
|
24,867
|
(16,936
|
)
|
(9,096
|
)
|
7,544
|
|||||||||||||||||
|
Gain on sale of real estate investments
|
38,296
|
—
|
—
|
—
|
38,296
|
|||||||||||||||||||
|
Operating income (loss)
|
47,005
|
24,867
|
(16,936
|
)
|
(9,096
|
)
|
45,840
|
|||||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||||||
|
Interest expense
|
(39,553
|
)
|
—
|
(9
|
)
|
—
|
(39,562
|
)
|
||||||||||||||||
|
Interest and other income, net
|
3,497
|
—
|
—
|
—
|
3,497
|
|||||||||||||||||||
|
(Loss) gain on extinguishment of debt
|
(427
|
)
|
—
|
—
|
—
|
(427
|
)
|
|||||||||||||||||
|
Gain (loss) on non-designated derivatives
|
78
|
—
|
—
|
—
|
78
|
|||||||||||||||||||
|
Total other expenses, net
|
(36,405
|
)
|
—
|
(9
|
)
|
—
|
(36,414
|
)
|
||||||||||||||||
|
Income (loss) before income taxes
|
10,600
|
24,867
|
(16,945
|
)
|
(9,096
|
)
|
9,426
|
|||||||||||||||||
|
Income tax expense
|
(27
|
)
|
—
|
—
|
(27
|
)
|
||||||||||||||||||
|
Net income (loss)
|
10,573
|
24,867
|
(16,945
|
)
|
(9,096
|
)
|
9,399
|
|||||||||||||||||
|
Net income attributable to non-controlling interests
|
(59
|
)
|
—
|
—
|
—
|
(59
|
)
|
|||||||||||||||||
|
Allocation for preferred stock
|
(8,480
|
)
|
—
|
—
|
—
|
(8,480
|
)
|
|||||||||||||||||
|
Net income (loss) attributable to common stockholders
|
2,034
|
24,867
|
(16,945
|
)
|
(9,096
|
)
|
860
|
|||||||||||||||||
|
|
||||||||||||||||||||||||
|
Other comprehensive income (loss):
|
||||||||||||||||||||||||
|
Unrealized income (loss) on designated derivatives
|
2,816
|
—
|
—
|
—
|
2,816
|
|||||||||||||||||||
|
Comprehensive income (loss) attributable to common stockholders
|
$
|
4,850
|
$
|
24,867
|
$
|
(16,945
|
)
|
$
|
(9,096
|
)
|
$
|
3,676
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Denominator for basic net income (loss) attributable to common stockholders per share — weighted-average
shares
|
54,347
|
54,347
|
||||||||||||||||||||||
|
Denominator for diluted net income (loss) attributable to common stockholders per share — weighted-average
shares
|
54,754
|
54,754
|
||||||||||||||||||||||
|
Net Income (loss) attributable to common stockholders per common share – Basic
|
$
|
0.04
|
$
|
0.02
|
||||||||||||||||||||
|
Net Income (loss) attributable to common stockholders per common share – Diluted
|
$
|
0.04
|
$
|
0.02
|
||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
4
NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025
(In thousands, except per share data)
|
|
Company (Historical)
Note (3.A)
|
Pro forma Acquisitions
Note (3.B)
|
Pro forma Disposition
Note (3.C)
|
Notes
|
Transaction accounting adjustments
|
Notes
|
Company pro forma
|
|||||||||||||||||||||
|
Revenue from tenants
|
$
|
342,279
|
$
|
155,637
|
$
|
(50,168
|
)
|
$
|
108
|
(3.D)
|
|
$
|
447,856
|
|||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||||||||||
|
Property operating and maintenance
|
218,898
|
115,732
|
(12,562
|
)
|
—
|
322,068
|
||||||||||||||||||||||
|
Impairment charges
|
44,914
|
—
|
—
|
—
|
44,914
|
|||||||||||||||||||||||
|
Acquisition and transaction related
|
516
|
—
|
—
|
—
|
516
|
|||||||||||||||||||||||
|
General and administrative
|
24,190
|
—
|
—
|
—
|
24,190
|
|||||||||||||||||||||||
|
Depreciation and amortization
|
78,261
|
—
|
(16,143
|
)
|
59,921
|
(3.E)
|
|
122,039
|
||||||||||||||||||||
|
Total expenses
|
366,779
|
115,732
|
(28,705
|
)
|
59,921
|
513,727
|
||||||||||||||||||||||
|
Operating income (loss) before gain on sale of real estate investments
|
(24,500
|
)
|
39,905
|
(21,463
|
)
|
(59,813
|
)
|
(65,871
|
)
|
|||||||||||||||||||
|
Gain on sale of real estate investments
|
27,800
|
—
|
151,508
|
(3.F)
|
|
—
|
179,308
|
|||||||||||||||||||||
|
Operating income (loss)
|
3,300
|
39,905
|
130,045
|
(59,813
|
)
|
113,437
|
||||||||||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||||||||||
|
Interest expense
|
(61,281
|
)
|
—
|
71
|
—
|
(61,210
|
)
|
|||||||||||||||||||||
|
Interest and other income, net
|
272
|
—
|
—
|
—
|
272
|
|||||||||||||||||||||||
|
(Loss) gain on extinguishment of debt
|
257
|
—
|
—
|
—
|
257
|
|||||||||||||||||||||||
|
Gain (loss) on non-designated derivatives
|
(72
|
)
|
—
|
—
|
—
|
(72
|
)
|
|||||||||||||||||||||
|
Total other expenses, net
|
(60,824
|
)
|
—
|
71
|
—
|
(60,753
|
)
|
|||||||||||||||||||||
|
Income (loss) before income taxes
|
(57,524
|
)
|
39,905
|
130,116
|
(59,813
|
)
|
52,684
|
|||||||||||||||||||||
|
Income tax expense
|
(161
|
)
|
—
|
—
|
—
|
(161
|
)
|
|||||||||||||||||||||
|
Net income (loss)
|
(57,685
|
)
|
39,905
|
130,116
|
(59,813
|
)
|
52,523
|
|||||||||||||||||||||
|
Net income attributable to non-controlling interests
|
64
|
—
|
—
|
—
|
64
|
|||||||||||||||||||||||
|
Allocation for preferred stock
|
(13,446
|
)
|
—
|
—
|
—
|
(13,446
|
)
|
|||||||||||||||||||||
|
Net income (loss) attributable to common stockholders
|
(71,067
|
)
|
39,905
|
130,116
|
(59,813
|
)
|
39,141
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||
|
Unrealized income (loss) on designated derivatives
|
(11,036
|
)
|
—
|
—
|
—
|
(11,036
|
)
|
|||||||||||||||||||||
|
Comprehensive income (loss) attributable to common stockholders
|
$
|
(82,103
|
)
|
$
|
39,905
|
$
|
130,116
|
$
|
(59,813
|
)
|
$
|
28,105
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Denominator for basic net income (loss) attributable to common stockholders per share — weighted-average
shares
|
28,304
|
28,304
|
||||||||||||||||||||||||||
|
Denominator for diluted net income (loss) attributable to common stockholders per share — weighted-average
shares
|
28,554
|
28,554
|
||||||||||||||||||||||||||
|
Net income (loss) attributable to common stockholders per common share – Basic
|
$
|
(2.51
|
)
|
$
|
1.38
|
|||||||||||||||||||||||
|
Net income (loss) attributable to common stockholders per common share – Diluted
|
$
|
(2.51
|
)
|
$
|
1.37
|
|||||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
5
NATIONAL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands, except per share data)
Note 1. Basis of Presentation
The pro forma financial information is meant to illustrate the pro forma condensed combined balance sheet and the pro forma condensed combined statements
of operations of the Company, following the completion of the Acquisitions and the Disposition. The historical financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of
America and presented in U.S. dollars.
The pro forma financial information includes adjustments to reflect the accounting for the Acquisitions as asset acquisitions in accordance with
Accounting Standards Codification (“ASC”) Subtopic 805-50, Business Combinations
– Related Issues (“ASC 805”).
The pro forma financial information also includes adjustments to reflect the accounting for the Disposition, including recognition of the estimated gain
on sale.
Note 2. Adjustments to Pro Forma Balance Sheet
(2.A) Reflects the historical assets,
liabilities and stockholders’ equity of the Company as filed in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
(2.B) Represents the accounting of the probable
acquisitions of Crestview Senior Living, the Inspired Portfolio and the Maine Portfolio as asset acquisitions under ASC 805. The probable acquisitions are assumed to be funded with cash on hand and proceeds from the Disposition. These pro forma
adjustments reflect the aggregated cash purchase price of $224.4 million, inclusive of $2.2 million of estimated transaction costs, and the estimated allocation of the purchase price based on relative fair value to the acquired assets as follows
(dollars in thousands):
|
Account
|
Crestview Senior
Living |
Inspired Portfolio
|
Maine Portfolio
|
Total probable
acquisitions
|
||||||||||||
|
Land
|
$
|
1,313
|
$
|
8,088
|
$
|
2,498
|
$
|
11,899
|
||||||||
|
Buildings, fixtures and improvements
|
20,474
|
134,109
|
38,125
|
192,708
|
||||||||||||
|
Acquired intangible lease assets
|
3,968
|
6,473
|
9,372
|
19,813
|
||||||||||||
|
Total consideration transferred
|
$
|
25,755
|
$
|
148,670
|
$
|
49,995
|
$
|
224,420
|
||||||||
(2.C) Represents the removal of the net assets
of the probable Disposition and the recognition of the gain on sale. The pro forma adjustment to cash is calculated as follows (dollars in thousands):
|
Net cash consideration
|
Amount
|
|||
|
Estimated gross proceeds from the Disposition
|
$
|
531,438
|
||
|
Seller capital expenditure credits
|
(20,000
|
)
|
||
|
Estimated closing costs
|
(3,500
|
)
|
||
|
Pro forma adjustment to Cash and cash equivalents
|
$
|
507,938
|
||
6
The difference between the net cash consideration of $507.9 million
and the net book value of the disposal group of $356.4 million results in an estimated gain on sale of the OMF Portfolio of $151.5 million, which is reflected within the pro forma statement of operations for the year ended December 31, 2025.
The Company expects to use the proceeds from the Disposition to fund future acquisitions and for general corporate purposes.
7
Note 3. Adjustments to Pro Forma Statements of Operations
(3.A) Reflects the consolidated results of operations of the
Company as filed in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
(3.B) Represents the unaudited pro forma historical revenue and
certain operating expense information by property derived from the seller’s accounting books and records.
The unaudited pro forma historical revenue and certain operating expense information for the nine months ended September 30, 2026 are comprised of the
following (dollars in thousands):
|
|
Nine months ended September 30, 2026
|
|||||||
|
Acquisitions
|
Revenues
|
Total Expenses
|
||||||
|
Midwest Portfolio
|
$
|
9,693
|
$
|
6,422
|
||||
|
Addington Place of Cape Coral
|
4,046
|
3,235
|
||||||
|
Addington Place of Canfield
|
3,529
|
2,720
|
||||||
|
Discovery Portfolio
|
18,159
|
15,406
|
||||||
|
River Glen of St. Charles
|
5,260
|
3,557
|
||||||
|
Addington Place of Spirit Lake
|
2,750
|
2,173
|
||||||
|
Central IL Portfolio
|
7,878
|
6,461
|
||||||
|
Sonata Portfolio
|
10,685
|
6,192
|
||||||
|
Inspired Portfolio
|
25,787
|
18,870
|
||||||
|
Crestview Senior Living
|
5,331
|
3,640
|
||||||
|
Maine Portfolio
|
10,284
|
9,859
|
||||||
|
Total pro forma revenues and expenses
|
$
|
103,402
|
$
|
78,535
|
||||
8
The unaudited pro forma historical revenue and certain operating expense information for the year ended December 31, 2025 are comprised of the
following (dollars in thousands):
|
Year ended December 31, 2025
|
||||||||
|
Acquisitions
|
Revenues
|
Total Expenses
|
||||||
|
Midwest Portfolio
|
$
|
18,006
|
$
|
11,915
|
||||
|
Addington Place of Cape Coral
|
8,267
|
6,383
|
||||||
|
Addington Place of Canfield
|
6,898
|
4,779
|
||||||
|
Discovery Portfolio
|
34,253
|
29,617
|
||||||
|
River Glen of St. Charles
|
9,006
|
6,465
|
||||||
|
Addington Place of Spirit Lake
|
4,615
|
3,775
|
||||||
|
Central IL Portfolio
|
9,924
|
7,438
|
||||||
|
Sonata Portfolio
|
15,094
|
9,031
|
||||||
|
Inspired Portfolio
|
32,175
|
23,642
|
||||||
|
Crestview Senior Living
|
5,070
|
3,323
|
||||||
|
Maine Portfolio
|
12,329
|
9,364
|
||||||
|
Total pro forma revenues and expenses
|
$
|
155,637
|
$
|
115,732
|
||||
(3.C) Represents the removal of the historical revenues and
income of the Disposition for the nine months ended September 30, 2026 and for the year ended December 31, 2025.
(3.D) Reflects increase in rental revenues for straight line
rent amounts and amortization of acquired below-market leases resulting from purchase accounting under ASC 805 and ASC Topic 842, Leases.
(3.E) Represents the depreciation and amortization expense
adjustments for the nine months ended September 30, 2026 and the year ended December 31, 2025 (dollars in thousands):
|
Acquired real estate investments
|
Useful lives (years)
|
Nine months ended September 30, 2026
|
Year ended December 31, 2025
|
|||||||||
|
Site improvements
|
15
|
$
|
846
|
$
|
1,436
|
|||||||
|
Furniture, fixtures and equipment
|
15
|
1,154
|
1,941
|
|||||||||
|
In-place leases
|
1
|
—
|
44,466
|
|||||||||
|
Building
|
40
|
7,159
|
12,078
|
|||||||||
|
Total pro forma depreciation and amortization
|
$
|
9,159
|
$
|
59,921
|
||||||||
(3.F) Reflects the recognition of the gain on sale of $151.5 million as a result of the Disposition as calculated in Note 2.C, which is non-recurring in nature.
9