Michael Anderson, Chief Executive Officer and President, commented, "We are very pleased with the exceptional internal growth of our senior housing portfolio and the steady performance of our outpatient medical portfolio in 2025. We believe the fundamentals within the healthcare real estate industry, especially the senior housing sector, remain robust. We are excited about the year ahead and are committed to delivering strong performance across our business."
Financial Performance and Other Highlights
Fourth Quarter 2025
Net loss attributable to common stockholders of $(0.92) per basic and diluted share. Nareit defined Funds From Operations ("FFO") of $0.07 per diluted share and Normalized Funds From Operations ("Normalized FFO") of $0.20 per diluted share.
FFO per share decreased 49.1% year-over-year.
Normalized FFO per share decreased 12.8% year-over-year.
Fourth quarter portfolio Same Store Cash Net Operating Income ("NOI") growth was 9.8% year-over-year.
Senior Housing Operating Property ("SHOP") segment Same Store Cash NOI growth was 26.5%.
Outpatient Medical Facility ("OMF") segment Same Store Cash NOI growth was 1.9%.
Fourth quarter dispositions totaled $11.0 million, representing the sale of three Non-Core SHOPs and three Non-Core OMFs.
Year Ended December 31, 2025
Net loss attributable to common stockholders of $(2.51) per basic and diluted share. FFO of $0.64 per diluted share and Normalized FFO of $0.83 per diluted share.
FFO per share increased 116.7% year-over-year.
Normalized FFO per share increased 162.7% year-over-year.
Full year 2025 portfolio Same Store Cash NOI growth was 9.0% year-over-year.
SHOP segment Same Store Cash NOI growth was 21.8%.
OMF segment Same Store Cash NOI growth was 2.9%.
Full year 2025 dispositions totaled $202.5 million, representing the sale of seven Non-Core SHOPs and 18 Non-Core OMFs.
Balance Sheet and Capital
As of December 31, 2025, total debt outstanding (net of discounts and unamortized debt issuance costs) was approximately $1.0 billion with a weighted average economic interest rate of 5.75% (when giving effect to interest rate swaps and caps) and an average remaining term of 3.9 years.
On December 11, 2025, the Company entered into a $400 million senior unsecured revolving credit facility ("Revolving Facility") and a $150 million senior unsecured term loan (together, the "Credit Facilities"), each maturing in December 2028, with Wells Fargo Bank, National Association, as administrative agent. The Company used borrowings under the Credit Facilities to pay off its previous $330 million secured term loan maturing in December 2026.
Net Leverage (Net Debt as of December 31, 2025 to Annualized Adjusted EBITDA for the quarter ended December 31, 2025) was 9.2x as of December 31, 2025, representing an improvement of 1.1x from 10.3x as of December 31, 2024.
Preferred Stock
On December 19, 2025, the Board of Directors declared dividends on the Company's outstanding preferred stock as follows:
A dividend of $0.4609375 per share on its 7.375% Series A Preferred Stock to holders of record at the close of business on January 2, 2026. The dividend was paid on January 15, 2026.
A dividend of $0.4453125 per share on its 7.125% Series B Preferred Stock to holders of record at the close of business on January 2, 2026. The dividend was paid on January 15, 2026.
During the year ended December 31, 2025, the Company completed the repurchase of previously outstanding preferred stock with an aggregate liquidation preference of approximately $8.6 million at a weighted average yield of 11.5%, representing a $9.27 discount to the liquidation preference of $25 per share to face value and reducing leverage by approximately $3.2 million.
Supplemental Information
Additional information regarding these results can be found in the Company's supplemental financial package that will be available on the Investor Relations section of the Company's website at nhpreit.com.
About National Healthcare Properties
National Healthcare Properties is a self-managed real estate investment trust focusing on senior housing and outpatient medical facilities. The Company's preferred stocks are traded on the Nasdaq Exchange under the tickers "NHPAP" and "NHPBP". Additional information about the Company can be found on its website at nhpreit.com.
Investor & Media Contact
Email: [email protected]
Forward-Looking Statements
This press release may contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. All statements (other than statements of historical fact) in this press release regarding the Company's prospects, expectations, intentions, plans, financial position and business strategy may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "should," "predict," "project," "potential," "continue" or the negatives of these terms or variations of them or similar expressions. Risks and uncertainties, the occurrence of which could adversely affect the Company's business and cause actual results to differ materially from those expressed or implied in the forward-looking statements, include, but are not limited to, the following: changes in economic cycles generally and in the real estate and healthcare markets specifically; the success of the Company's growth strategy, including its ability to successfully identify, complete and integrate new acquisitions; changes to inflation and interest rates; competition in the real estate and healthcare markets; the Company's ability to retain certain key personnel; legislative and regulatory changes in the healthcare and real estate industries; reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid; discovery of previously undetected environmentally hazardous conditions; the Company's ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; system failures, cyber incidents or deficiencies in the Company's cybersecurity systems; the availability of capital on favorable terms, or at all; the Company's ability to remain qualified as a real estate investment trust for U.S. federal income tax purposes; and other risks and uncertainties described in the section titled Risk Factors of the Company's most recent Annual Report on Form 10-K and all other filings with the Securities and Exchange Commission. Finally, the Company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.
Financial Statements and Definitions
This press release includes certain non-GAAP financial measures, including FFO, Normalized FFO, Net Debt, EBITDA, Adjusted EBITDA, NOI, Cash NOI and Same Store Cash NOI. While the Company believes that non-GAAP financial measures are helpful in evaluating its operating performance, the use of non-GAAP financial measures in this press release should not be considered in isolation from, or as an alternative for, a measure of financial or operating performance as defined by GAAP. There are inherent limitations associated with the use of each of these supplemental non-GAAP financial measures as an analytical tool. Additionally, the Company's computation of non-GAAP financial measures may not be comparable to those reported by other REITs. Definitions of these non-GAAP financial measures and reconciliations to their most directly comparable GAAP measures are provided below.
Nareit FFO and Normalized FFO
The Company calculates FFO consistent with the standards established over time by Nareit. Nareit defines FFO as net income or loss (computed in accordance with GAAP), adjusted for (i) real estate-related depreciation and amortization, (ii) impairment charges on depreciable real property, (iii) gains or losses from sales of depreciable real property and (iv) similar adjustments for non-controlling interests and unconsolidated entities.
The Company calculates Normalized FFO by further adjusting FFO to reflect the performance of its portfolio for items it believes are not directly attributable to its operations. The Company's adjustments to FFO to arrive at Normalized FFO include removing the impacts of (i) acquisition and transaction related costs; (ii) termination fees to related parties; (iii) severance and other related costs; (iv) mark-to-market gains and losses on non-designated derivatives and amortization related to terminated derivatives; (v) casualty-related charges, net relating to significantly disruptive events that are infrequent in nature; (vi) gains and losses on extinguishment of debt; (vii) similar adjustments for non-controlling interests; and (viii) certain other items set forth in the Normalized FFO reconciliation included therein.
The Company considers FFO and Normalized FFO to be useful supplemental measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed below, FFO and Normalized FFO can help investors compare its operating performance between periods or as compared to other REITs.
Adjusted EBITDA
The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, excluding (i) acquisition and transaction related costs; (ii) termination fees to related parties; (iii) impairment charges; (iv) casualty-related charges; (v) gains and losses on sale of real estate investments; (vi) gains and losses on extinguishment of debt; (vii) gains and losses on our derivatives; and (viii) non-cash items such as amortization of intangibles and equity-based compensation. Annualized Adjusted EBITDA means Adjusted EBITDA for the specified quarter, multiplied by four.
Cash NOI and NOI
Cash NOI is defined as NOI excluding non-cash items such as straight-line rent adjustments and amortization of above and below market lease and lease intangibles that are included in GAAP revenue from tenants and property operating and maintenance.
Cash NOI Margin
For the SHOP segment, Cash NOI divided by revenue from tenants or residents excluding net amortization of above- and below-market lease and lease intangibles.
Net Debt
Net debt means total debt, net of deferred financing costs, mortgage discounts and premiums less cash and cash equivalents.
Net Debt to Annualized Adjusted EBITDA or Net Leverage
Net Debt to Annualized Adjusted EBITDA or Net Leverage means Net Debt divided by Annualized Adjusted EBITDA.
Non-Core Properties
Non-Core properties are assets that have been deemed not essential to generating future economic benefit or value to our day-to-day operations and/or are scheduled to be sold.
Leased % or Ending occupancy
Leased % or Ending occupancy for the OMF segment is presented as of the end of the period shown.
Same Store
Same Store means operational properties owned by the Company for the full duration of the applicable comparative periods and that are not otherwise excluded. Properties are excluded from "same store" if they are (i) Non-Core Properties, (ii) sold, classified as held for sale, or classified as discontinued operations in accordance with GAAP, (iii) impacted by materially disruptive events, or (iv) undergoing, or intended to undergo, significant redevelopment. Redeveloped properties in our OMF segment will be included in Same Store once substantial completion of work has occurred for the full period in the periods presented.
Same Store Cash NOI
Same Store Cash NOI is defined as Cash NOI for our Same Store properties.
NATIONAL HEALTHCARE PROPERTIES, INC.CONSOLIDATED BALANCE SHEETS(In thousands, except per share data)(Unaudited)
December 31,
2025
2024
ASSETS
Real estate investments, at cost:
Land
$
174,535
$
190,082
Buildings, fixtures and improvements
1,785,952
2,012,401
Acquired intangible assets
246,544
284,447
Construction in progress
2,994
7,867
Total real estate investments, at cost
2,210,025
2,494,797
Less: accumulated depreciation and amortization
(691,200
)
(725,831
)
Total real estate investments, net
1,518,825
1,768,966
Cash and cash equivalents
57,620
21,652
Restricted cash
50,832
52,443
Derivative assets, at fair value
569
19,206
Straight-line rent receivable, net
21,486
22,841
Operating lease right-of-use assets
7,377
7,480
Prepaid expenses and other assets, net
23,019
26,316
Accounts receivable, net
9,252
5,850
Deferred costs, net
22,792
21,269
Total assets
$
1,711,772
$
1,946,023
LIABILITIES AND EQUITY
Liabilities
Mortgage notes payable, net
$
367,629
$
779,160
Fannie Mae and other secured debt
334,739
362,216
Revolving credit facility
186,000
—
Term loan, net
148,405
—
Market lease intangible liabilities, net
4,851
6,125
Derivative liabilities, at fair value
188
—
Accounts payable and accrued expenses
44,381
89,575
Operating lease liabilities
8,467
8,109
Deferred rent
9,247
7,217
Distributions payable
3,340
3,496
Total liabilities
1,107,247
1,255,898
Commitments and contingencies
Equity
7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, 4,608 authorized
38
40
7.125% Series B cumulative redeemable perpetual preferred stock, $0.01 par value, 3,467 authorized
35
36
Common stock, $0.01 par value, 300,000 shares authorized
1,132
1,132
Additional paid-in capital
2,531,315
2,533,706
Accumulated other comprehensive income
5,604
16,640
Distributions in excess of accumulated earnings
(1,938,060
)
(1,866,994
)
Total stockholders' equity
600,064
684,560
Non-controlling interests
4,461
5,565
Total equity
604,525
690,125
Total liabilities and equity
$
1,711,772
$
1,946,023
NATIONAL HEALTHCARE PROPERTIES, INC.CONSOLIDATED INCOME STATEMENTS(In thousands, except per share data)(Unaudited)
Three months ended
Year ended December 31,
Q4 2025
Q4 2024
2025
2024
Revenue from tenants
$
84,478
$
87,738
$
342,279
$
353,794
Operating expenses:
Property operating and maintenance
53,018
54,895
218,898
221,452
Impairment charges
11,162
13,383
44,914
24,881
Termination fees to related parties
—
—
—
106,650
Operating fees to related parties
—
22
—
19,203
Acquisition and transaction related
(123
)
2,263
516
7,949
General and administrative
8,548
5,502
24,190
22,440
Depreciation and amortization
17,987
20,681
78,261
84,067
Total expenses
90,592
96,746
366,779
486,642
Operating (loss) income before gain on sale of real estate investments
(6,114
)
(9,008
)
(24,500
)
(132,848
)
(Loss) gain on sale of real estate investments
(467
)
7,953
27,800
9,307
Operating (loss) income
(6,581
)
(1,055
)
3,300
(123,541
)
Other income (expense):
Interest expense
(15,856
)
(17,305
)
(61,281
)
(69,447
)
Interest and other (expense) income, net
(238
)
(26
)
272
1,051
Gain on extinguishment of debt
—
392
257
