UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________.
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: ( |
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N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
þ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of the registrant’s common stock outstanding at May 2, 2022 was
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
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GLOBAL MEDICAL REIT INC.
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except par values)
As of | |||||||
| March 31, 2022 |
| December 31, 2021 |
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Assets | |||||||
Investment in real estate: | |||||||
Land | $ | | $ | | |||
Building |
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Site improvements |
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Tenant improvements |
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Acquired lease intangible assets |
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Less: accumulated depreciation and amortization |
| ( |
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Investment in real estate, net |
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Cash and cash equivalents |
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Restricted cash |
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Tenant receivables, net |
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Due from related parties | | | |||||
Escrow deposits |
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Deferred assets |
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Derivative asset | | | |||||
Goodwill | | | |||||
Other assets |
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Total assets | $ | | $ | | |||
Liabilities and Equity | |||||||
Liabilities: | |||||||
Credit Facility, net of unamortized debt issuance costs of $ | $ | | $ | | |||
Notes payable, net of unamortized debt issuance costs of $ |
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Accounts payable and accrued expenses |
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Dividends payable |
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Security deposits |
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Derivative liability |
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Other liabilities |
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Acquired lease intangible liability, net |
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Total liabilities |
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Commitments and Contingencies | |||||||
Equity: | |||||||
Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
| ( | |||
Accumulated other comprehensive income (loss) |
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| ( | |||
Total Global Medical REIT Inc. stockholders' equity |
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Noncontrolling interest |
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Total equity |
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Total liabilities and equity | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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GLOBAL MEDICAL REIT INC.
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
Three Months Ended March 31, | |||||||
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| 2022 |
| 2021 |
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Revenue | |||||||
Rental revenue | $ | | $ | | |||
Other income |
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Total revenue |
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Expenses | |||||||
General and administrative | | | |||||
Operating expenses | | | |||||
Depreciation expense | | | |||||
Amortization expense | | | |||||
Interest expense | | | |||||
Preacquisition expense | | | |||||
Total expenses |
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Net income | $ | | $ | | |||
Less: Preferred stock dividends | ( | ( | |||||
Less: Net income attributable to noncontrolling interest | ( | ( | |||||
Net income attributable to common stockholders | $ | | $ | | |||
Net income attributable to common stockholders per share – basic and diluted | | | |||||
Weighted average shares outstanding – basic and diluted | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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GLOBAL MEDICAL REIT INC.
Condensed Consolidated Statements of Comprehensive Income
(unaudited and in thousands)
Three Months Ended March 31, | |||||||
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| 2022 |
| 2021 |
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Net income | $ | | $ | | |||
Other comprehensive income: | |||||||
Increase in fair value of interest rate swap agreements |
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Total other comprehensive income |
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Comprehensive income |
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Less: Preferred stock dividends |
| ( | ( | ||||
Less: Comprehensive income attributable to noncontrolling interest |
| ( | ( | ||||
Comprehensive income attributable to common stockholders | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-5-
GLOBAL MEDICAL REIT INC.
Condensed Consolidated Statements of Equity
(unaudited and in thousands, except per share amounts)
For the Three Months Ended March 31, 2022:
Global | ||||||||||||||||||||||||||||
Accumulated | Medical | |||||||||||||||||||||||||||
Additional | Other | REIT Inc. | Non- | |||||||||||||||||||||||||
Common Stock | Preferred Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | controlling | Total | |||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Equity |
| Interest |
| Equity | |||||||||
Balances, December 31, 2021 |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| — |
| — |
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| — |
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Issuance of shares of common stock, net | | — | — | — | | — | — | | — | | ||||||||||||||||||
LTIP Units and OP Units redeemed for common stock | | — | — | — | | — | — | | ( | — | ||||||||||||||||||
Change in fair value of interest rate swap agreements | — | — | — | — | — | — | | | — | | ||||||||||||||||||
Stock-based compensation expense |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
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Dividends to common stockholders ($ |
| — |
| — |
| — |
| — |
| — |
| ( |
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| ( |
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Dividends to preferred stockholders ($ |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( | ||||||||
Dividends to noncontrolling interest |
| — |
| — |
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| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Balances, March 31, 2022 |
| | $ | |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | |
For the Three Months Ended March 31, 2021:
Global | ||||||||||||||||||||||||||||
Accumulated | Medical | |||||||||||||||||||||||||||
Additional | Other | REIT Inc. | Non- | |||||||||||||||||||||||||
Common Stock | Preferred Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | controlling | Total | |||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Loss |
| Equity |
| Interest |
| Equity | |||||||||
Balances, December 31, 2020 |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | | ||||||||
Net income |
| — |
| — |
| — |
| — |
| — |
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| — |
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Issuance of shares of common stock, net | | | — | — | | — | — | | — | | ||||||||||||||||||
Change in fair value of interest rate swap agreements | — | — | — | — | — | — | | | — | | ||||||||||||||||||
Stock-based compensation expense |
| — |
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| — |
| — |
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Dividends to common stockholders ($ |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( | ||||||||
Dividends to preferred stockholders ($ |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
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| ( | ||||||||
Dividends to noncontrolling interest |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Balances, March 31, 2021 |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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GLOBAL MEDICAL REIT INC.
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)
Three Months Ended March 31, | |||||||
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| 2022 |
| 2021 |
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Operating activities | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation expense |
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Amortization of acquired lease intangible assets |
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Amortization of above market leases, net |
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Amortization of debt issuance costs and other |
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Stock-based compensation expense |
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Capitalized preacquisition and other costs charged to expense | | | |||||
Other |
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Changes in operating assets and liabilities: | |||||||
Tenant receivables |
| ( |
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Deferred assets |
| ( |
| ( | |||
Other assets and liabilities |
| ( |
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Accounts payable and accrued expenses |
| ( |
| ( | |||
Security deposits |
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Net cash provided by operating activities |
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Investing activities | |||||||
Purchase of land, buildings, and other tangible and intangible assets and liabilities |
| ( |
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Escrow deposits for purchase of properties |
| ( |
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Advances made to related parties |
| ( |
| ( | |||
Capital expenditures on existing real estate investments | ( | ( | |||||
Net cash used in investing activities |
| ( |
| ( | |||
Financing activities | |||||||
Net proceeds received from common equity offerings |
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Escrow deposits required by third party lenders |
| ( | ( | ||||
Repayment of notes payable |
| ( | ( | ||||
Proceeds from Credit Facility |
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Repayment of Credit Facility |
| — | ( | ||||
Payment of debt issuance costs |
| — | ( | ||||
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders |
| ( | ( | ||||
Dividends paid to preferred stockholders |
| ( | ( | ||||
Net cash provided by financing activities |
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Net (decrease) increase in cash and cash equivalents and restricted cash |
| ( |
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Cash and cash equivalents and restricted cash—beginning of period |
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Cash and cash equivalents and restricted cash—end of period | $ | | $ | | |||
Supplemental cash flow information: | |||||||
Cash payments for interest | $ | | $ | | |||
Noncash financing and investing activities: | |||||||
Accrued dividends payable | $ | | $ | | |||
Interest rate swap agreements fair value change recognized in other comprehensive income | $ | ( | $ | ( | |||
OP Units and LTIP Units redeemed for common stock | $ | | $ | — | |||
Accrued common stock offering costs | $ | — | $ | | |||
Accrued capital expenditures included in accounts payable and accrued expenses | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-7-
GLOBAL MEDICAL REIT INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except per share amounts or as otherwise indicated)
Note 1 – Organization
Global Medical REIT Inc. (the “Company”) is a Maryland corporation engaged primarily in the acquisition of purpose-built healthcare facilities and the leasing of those facilities to strong healthcare systems and physician groups with leading market share. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary named Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company named Global Medical REIT GP LLC, a Delaware limited liability company. As of March 31, 2022, the Company was the
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly owned subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and employees of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.
The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding. Any future issuances of additional LTIP Units or OP Units would change the noncontrolling ownership interest.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates.
Investment in Real Estate
The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic
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805”), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations. All our facility acquisitions for the three months ended March 31, 2022 and 2021 have been accounted for as asset acquisitions because substantially all the fair value of the gross assets the Company acquired were concentrated in a single asset or group of similar identifiable assets.
For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser.
Revenue Recognition
The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations.
Cash and Cash Equivalents and Restricted Cash
The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company related to tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows:
As of March 31, | ||||||
| 2022 |
| 2021 | |||
Cash and cash equivalents |
| $ | |
| $ | |
Restricted cash | | | ||||
Total cash and cash equivalents and restricted cash |
| $ | |
| $ | |
Tenant Receivables, Net
The tenant receivable balance as of March 31, 2022 and December 31, 2021 was $
Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables,
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including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of March 31, 2022 and December 31, 2021, the Company had a portfolio level reserve of $
Escrow Deposits
The escrow balance as of March 31, 2022 and December 31, 2021 was $
Deferred Assets
The deferred assets balance as of March 31, 2022 and December 31, 2021 was $
Other Assets
The other assets balance as of March 31, 2022 and December 31, 2021 was $
Derivative Instruments - Interest Rate Swaps
As of March 31, 2022 and December 31, 2021, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was a net asset of $
Goodwill
As of March 31, 2022 and December 31, 2021, the Company’s goodwill balance was $
Assets Held for Sale and Sales of Real Estate
The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell.
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Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of any variable consideration identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available.
For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented.
Other Liabilities
The other liabilities balance as of March 31, 2022 and December 31, 2021 was $
Recent Accounting Pronouncements
Reference Rate Reform
Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. As of March 31, 2022, the Company had elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
Note 3 – Property Portfolio
Summary of Properties Acquired During the Three Months Ended March 31, 2022
During the three months ended March 31, 2022 the Company completed
A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of March 31, 2022 resulting from these acquisitions is as follows:
|
| Site |
| Tenant |
| Acquired Lease |
| Gross Investment in | ||||||||||
| Land |
| Building |
| Improvements |
| Improvements |
| Intangible Assets |
| Real Estate | |||||||
Balances as of December 31, 2021 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Facility Acquired – Date Acquired: |
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Gainesville – 2/4/22 | | | | | | | ||||||||||||
Grand Rapids – 2/28/22 | | | | | | | ||||||||||||
Sarasota – 3/29/22 | | | | | | | ||||||||||||
Greenwood – 3/30/22 | | | | | | | ||||||||||||
Capitalized costs(1) | — | | — | | — | | ||||||||||||
Total Additions: |
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Balances as of March 31, 2022 | $ | | $ | | $ | | $ | | $ | | $ | |
(1) Represents capital projects that were completed and placed in service during the three months ended March 31, 2022 related to the Company’s existing facilities.
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Depreciation expense was $
As of March 31, 2022, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $
Property Under Contract for Sale
On October 5, 2021, the Company entered into an agreement to sell a medical office building located in Belpre, Ohio for gross proceeds of approximately $
Summary of Properties Acquired During the Year Ended December 31, 2021
During the year ended December 31, 2021 the Company completed
A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2021 resulting from these acquisitions is as follows:
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| Site |
| Tenant |
| Acquired Lease |
| Gross Investment in | ||||||||||
| Land |
| Building |
| Improvements |
| Improvements |
| Intangible Assets |
| Real Estate | |||||||
Balances as of December 31, 2020 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Facility Acquired – Date Acquired: |
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El Paso – 1/12/21 |
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Syracuse – 1/15/21 |
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West El Paso – 1/15/21 |
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Fort Worth – 3/9/21 |
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