Sila Realty Trust, Inc. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

(Mark One)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐						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: 000-55435

SILA REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland						46-1854011
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

1001 Water Street, Suite 800 Tampa, FL 33602						(813) 287-0101
(Address of Principal Executive Offices; Zip Code)						(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

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 ☐ No ☒

As of November 1, 2023, there were approximately 169,054,000 shares of Class A common stock, 16,942,000 shares of Class I common stock, 41,693,000 shares of Class T common stock and 0 shares of Class T2 common stock of Sila Realty Trust, Inc. outstanding.

SILA REALTY TRUST, INC.

(A Maryland Corporation)

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION (Unaudited)	3
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION	31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

SIGNATURES

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(Unaudited) September 30, 2023		December 31, 2022
ASSETS
Real estate:
Land	$	168,283	$	163,419
Buildings and improvements, less accumulated depreciation of $246,257 and $209,118, respectively	1,716,978		1,716,663

Total real estate, net	1,885,261		1,880,082
Cash and cash equivalents	14,563		12,917
Intangible assets, less accumulated amortization of $104,869 and $90,239, respectively	159,178		167,483
Goodwill	20,128		21,710


Right-of-use assets	36,649		37,443
Other assets	103,346		100,167

Total assets	$	2,219,125	$	2,219,802
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Credit facility, net of deferred financing costs of $1,948 and $2,412, respectively	$	603,052	$	580,588
Accounts payable and other liabilities	29,871		30,619
Intangible liabilities, less accumulated amortization of $7,043 and $5,923, respectively	10,826		11,946


Lease liabilities	41,260		41,554

Total liabilities	685,009		664,707
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding	—		—
Common stock, $0.01 par value per share, 510,000,000 shares authorized; 243,870,433 and 241,425,332 shares issued, respectively; 227,555,999 and 226,255,969 shares outstanding, respectively	2,276		2,263
Additional paid-in capital	2,037,177		2,024,176
Distributions in excess of accumulated earnings	(534,760)		(499,334)
Accumulated other comprehensive income	29,423		27,990
Total stockholders’ equity	1,534,116		1,555,095
Total liabilities and stockholders’ equity	$	2,219,125	$	2,219,802

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except share data and per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue:
Rental revenue	$	48,542	$	46,881	$	143,151	$	136,081
Expenses:
Rental expenses	5,005		4,590		14,728		13,219
General and administrative expenses	4,828		4,760		16,478		16,766


Depreciation and amortization	18,097		18,641		55,452		54,443


Impairment losses	—		—		6,708		7,387
Total operating expenses	27,930		27,991		93,366		91,815
Gain on real estate dispositions	1		—		22		460

Interest and other expenses, net	5,630		5,498		16,769		17,942


Net income attributable to common stockholders	$	14,983	$	13,392	$	33,038	$	26,784
Other comprehensive income - unrealized gain on interest rate swaps, net	2,315		16,345		1,433		34,457
Comprehensive income attributable to common stockholders	$	17,298	$	29,737	$	34,471	$	61,241
Weighted average number of common shares outstanding:
Basic	227,436,306		225,638,485		226,995,005		225,052,921
Diluted	229,282,662		226,957,015		228,843,909		226,399,118
Net income per common share attributable to common stockholders:

Basic	$	0.07	$	0.06	$	0.15	$	0.12



Diluted	$	0.06	$	0.06	$	0.14	$	0.12


Distributions declared per common share	$	0.10	$	0.10	$	0.30	$	0.30

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)


	Common Stock
	No. of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance, June 30, 2023	227,143,142	$	2,272	$	2,033,110	$	(526,627)	$	27,108	$	1,535,863
Issuance of common stock under the distribution reinvestment plan	767,734	8		6,217		—		—		6,225
Vesting of restricted stock	61,002	—		—		—		—		—
Stock-based compensation	—	—		1,228		—		—		1,228


Repurchase of common stock	(415,879)	(4)		(3,378)		—		—		(3,382)
Distributions to common stockholders	—	—		—		(23,116)		—		(23,116)
Other comprehensive income	—	—		—		—		2,315		2,315
Net income	—	—		—		14,983		—		14,983
Balance, September 30, 2023	227,555,999	$	2,276	$	2,037,177	$	(534,760)	$	29,423	$	1,534,116


	Common Stock
	No. of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance, December 31, 2022	226,255,969	$	2,263	$	2,024,176	$	(499,334)	$	27,990	$	1,555,095
Issuance of common stock under the distribution reinvestment plan	2,284,648	23		18,652		—		—		18,675
Vesting of restricted stock	160,453	—		—		—		—		—
Stock-based compensation	—	1		3,720		—		—		3,721

Other offering costs	—	—		(6)		—		—		(6)
Repurchase of common stock	(1,145,071)	(11)		(9,365)		—		—		(9,376)
Distributions to common stockholders	—	—		—		(68,464)		—		(68,464)
Other comprehensive income	—	—		—		—		1,433		1,433
Net income	—	—		—		33,038		—		33,038
Balance, September 30, 2023	227,555,999	$	2,276	$	2,037,177	$	(534,760)	$	29,423	$	1,534,116

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)


	Common Stock
	No. of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance, June 30, 2022	225,240,223	$	2,252	$	2,014,252	$	(432,101)	$	13,265	$	1,597,668
Issuance of common stock under the distribution reinvestment plan	767,755	8		6,296		—		—		6,304
Vesting of restricted stock	50,689	—		—		—		—		—
Stock-based compensation	—	—		860		—		—		860



Repurchase of common stock	(225,136)	(2)		(1,844)		—		—		(1,846)
Distributions to common stockholders	—	—		—		(22,882)		—		(22,882)
Other comprehensive income	—	—		—		—		16,345		16,345
Net income	—	—		—		13,392		—		13,392
Balance, September 30, 2022	225,833,531	$	2,258	$	2,019,564	$	(441,591)	$	29,610	$	1,609,841


	Common Stock
	No. of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Equity
Balance, December 31, 2021	224,179,939	$	2,242	$	2,004,404	$	(400,669)	$	(4,847)	$	1,601,130
Issuance of common stock under the distribution reinvestment plan	2,265,628	23		18,571		—		—		18,594
Vesting of restricted stock	174,825	—		—		—		—		—
Stock-based compensation	—	1		3,033		—		—		3,034



Repurchase of common stock	(786,861)	(8)		(6,444)		—		—		(6,452)
Distributions to common stockholders	—	—		—		(67,706)		—		(67,706)
Other comprehensive income	—	—		—		—		34,457		34,457
Net income	—	—		—		26,784		—		26,784
Balance, September 30, 2022	225,833,531	$	2,258	$	2,019,564	$	(441,591)	$	29,610	$	1,609,841

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SILA REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net income attributable to common stockholders	$	33,038	$	26,784
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities:
Depreciation and amortization	55,452		54,443
Amortization of deferred financing costs	1,240		1,267
Amortization of above- and below-market leases	619		362
Other amortization expenses	598		1,989
Gain on real estate dispositions	(22)		(460)

Loss on extinguishment of debt	—		3,367
Impairment losses	6,708		7,387
Straight-line rent adjustments, net of write-offs	(2,490)		(7,653)
Stock-based compensation	3,721		3,034
Changes in operating assets and liabilities:
Accounts payable and other liabilities	(1,063)		(2,647)
Other assets	40		1,158
Net cash provided by operating activities	97,841		89,031
Cash flows from investing activities:
Investments in real estate	(69,821)		(157,194)

Proceeds from real estate dispositions	12,388		22,822
Capital expenditures and other costs	(1,590)		(7,577)



Net cash used in investing activities	(59,023)		(141,949)
Cash flows from financing activities:

Proceeds from credit facility	50,000		845,000
Payments on credit facility	(28,000)		(745,000)
Payments for extinguishment of debt	—		(4)
Payments of deferred financing costs	(12)		(6,936)
Repurchase of common stock	(9,376)		(6,452)
Offering costs on issuance of common stock	(10)		(193)
Distributions to common stockholders	(49,774)		(48,920)

Net cash (used in) provided by financing activities	(37,172)		37,495
Net change in cash, cash equivalents and restricted cash	1,646		(15,423)
Cash, cash equivalents and restricted cash - Beginning of period	13,083		32,880
Cash, cash equivalents and restricted cash - End of period	$	14,729	$	17,457
Supplemental cash flow disclosure:
Interest paid, net of interest capitalized	$	15,751	$	12,451
Supplemental disclosure of non-cash transactions:
Common stock issued through distribution reinvestment plan	$	18,675	$	18,594
Change in accrued distributions to common stockholders	$	15	$	192
Change in accounts payable and other liabilities related to capital expenditures and investments in real estate	$	244	$	(3,295)

Right-of-use assets obtained in exchange for new lease liabilities	$	—	$	15,305

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SILA REALTY TRUST, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2023

Note 1—Organization and Business Operations

Sila Realty Trust, Inc., or the Company, is a Maryland corporation, headquartered in Tampa, Florida, that has elected, and currently qualifies, to be taxed as a real estate investment trust, or a REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes. The Company invests in high-quality properties leased to tenants. The Company is primarily focused on investing in healthcare assets across the continuum of care, with emphasis on lower cost patient settings, which the Company believes typically generate predictable, durable and growing income streams. The Company may also make other real estate-related investments, which may include equity or debt interests in other real estate entities.

Substantially all of the Company’s business is conducted through Sila Realty Operating Partnership, LP, a Delaware limited partnership, or the Operating Partnership. The Company is the sole general partner of the Operating Partnership and directly and indirectly owns 100% of the Operating Partnership.

Except as the context otherwise requires, the “Company” refers to Sila Realty Trust, Inc., the Operating Partnership and their wholly-owned subsidiaries.

Note 2—Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and related notes thereto set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on March 16, 2023. In the opinion of management, all adjustments, consisting of a normal and recurring nature considered for a fair presentation, have been included. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Principles of Consolidation and Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and their wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Restricted Cash

Restricted cash consists of cash held in an escrow account in accordance with a tenant's lease agreement. Restricted cash is reported in other assets in the accompanying condensed consolidated balance sheets.

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The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands):


	Nine Months Ended September 30,
	2023		2022
Beginning of period:
Cash and cash equivalents	$	12,917	$	32,359
Restricted cash	166		521
Cash, cash equivalents and restricted cash	$	13,083	$	32,880

End of period:
Cash and cash equivalents	$	14,563	$	17,291
Restricted cash	166		166
Cash, cash equivalents and restricted cash	$	14,729	$	17,457

Reclassifications

The Company determined that certain expenses, previously presented within general and administrative expenses, are more closely related to the operations of its properties. As a result, these amounts have been reclassified to rental expenses for the prior period to conform to the current period presentation.

Note 3—Real Estate Investments

Real Estate Property Acquisitions

During the nine months ended September 30, 2023, the Company purchased two real estate properties in two separate transactions, which were determined to be asset acquisitions. The Company allocated the purchase price to tangible assets, consisting of land, building and improvements and tenant improvements, and intangible assets, consisting of in-place leases, based on the relative fair value method of allocating all accumulated costs.

The following table summarizes the consideration transferred and the purchase price allocation for acquisitions during the nine months ended September 30, 2023 (amounts in thousands):


Property Description	Date Acquired	Ownership Percentage	Consideration Transferred (amount in thousands)
West Palm Beach Healthcare Facility	06/15/2023	100%	$	9,920
Burr Ridge Healthcare Facility	09/27/2023	100%	59,902



Total			$	69,822


	Total
Land	$	6,892
Building and improvements	51,337
Tenant improvements	1,826
In-place leases	9,767

Total assets acquired	$	69,822

The Company capitalized acquisition costs of approximately $158,000, which are included in the allocation of the real estate acquisitions presented above.

Real Estate Property Dispositions

On March 31, 2023, the Company sold one property for a sales price of $12,500,000, consisting of $5,000,000 in cash and $7,500,000 that was structured as a note receivable, which was collected in full on June 30, 2023. Interest income on the note receivable was $105,000 for the nine months ended September 30, 2023, and is recorded in interest and other expenses, net, on the accompanying condensed consolidated statement of comprehensive income.

On September 29, 2023, the Company sold one property for a sales price of $250,000.

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Investment Risk Concentrations

As of September 30, 2023, the Company had one exposure to geographic concentration that accounted for at least 10.0% of rental revenue for the nine months ended September 30, 2023. Real estate properties located in the Houston-The Woodlands-Sugar Land, Texas metropolitan statistical area accounted for 10.4% of rental revenue for the nine months ended September 30, 2023.

As of September 30, 2023, the Company had one exposure to tenant concentration that accounted for at least 10.0% of rental revenue for the nine months ended September 30, 2023. The leases with tenants at properties under the common control of Post Acute Medical, LLC and its affiliates accounted for 14.3% of rental revenue for the nine months ended September 30, 2023.

Impairment Losses

The Company recorded impairment losses on real estate of $6,708,000 (including goodwill impairments of $1,582,000), for the nine months ended September 30, 2023, as a result of tenant related triggering events that occurred at certain properties. In addition, during the nine months ended September 30, 2023, the Company recorded an impairment of in-place lease and above-market lease intangible assets of $592,000 and $260,000, respectively. The fair values of these properties were determined based on the guidance in ASC 820, Fair Value Measurement. These impairments were allocated to the asset groups, for each respective property, on a pro-rata basis, which included land, buildings and improvements, and their related intangible assets.

During the nine months ended September 30, 2022, the Company recorded impairment losses on real estate of $7,387,000 (including goodwill impairments of $278,000). In addition, during the nine months ended September 30, 2022, the Company recorded an impairment of an in-place lease intangible asset of $380,000. The property related to the 2022 impairments was sold on March 31, 2023.

Impairment losses on real estate (including goodwill impairments) are recorded as impairment losses in the accompanying condensed consolidated statements of comprehensive income. Impairments of in-place leases are included in depreciation and amortization in the accompanying condensed consolidated statements of comprehensive income. Impairments of above-market leases are recorded as a reduction to rental revenue in the accompanying condensed consolidated statements of comprehensive income.

Note 4—Intangible Assets, Net

Intangible assets, net, consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands, except weighted average remaining life amounts):


	September 30, 2023		December 31, 2022
In-place leases, net of accumulated amortization of $98,193 and $83,788, respectively (with a weighted average remaining life of 8.3 years and 8.9 years, respectively)	$	148,800	$	155,365
Above-market leases, net of accumulated amortization of $6,676 and $6,451, respectively (with a weighted average remaining life of 7.0 years and 7.9 years, respectively)	10,378		12,118
	$	159,178	$	167,483

The aggregate weighted average remaining life of the intangible assets was 8.2 years and 8.8 years as of September 30, 2023 and December 31, 2022, respectively.

Amortization of intangible assets was $5,424,000 and $5,839,000 for the three months ended September 30, 2023 and 2022, respectively, and $17,630,000 and $17,557,000 for the nine months ended September 30, 2023 and 2022, respectively. Amortization of in-place leases is included in depreciation and amortization, and amortization of above-market leases is recorded as an adjustment to rental revenue in the accompanying condensed consolidated statements of comprehensive income.

Note 5—Intangible Liabilities, Net

Intangible liabilities, net, consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands, except weighted average remaining life amounts):


	September 30, 2023		December 31, 2022
Below-market leases, net of accumulated amortization of $7,043 and $5,923, respectively (with a weighted average remaining life of 7.6 years and 8.4 years, respectively)	$	10,826	$	11,946

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Amortization of below-market leases was $373,000 and $373,000 for the three months ended September 30, 2023 and 2022, respectively, and $1,120,000 and $1,106,000 for the nine months ended September 30, 2023 and 2022, respectively. Amortization of below-market leases is recorded as an adjustment to rental revenue in the accompanying condensed consolidated statements of comprehensive income.

Note 6—Leases

Lessor

Rental Revenue

The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants.

Future rent to be received from the Company's investments in real estate assets under the terms of non-cancellable operating leases in effect as of September 30, 2023, for the period ending December 31, 2023, and for each of the next four years ending December 31, and thereafter, are as follows (amounts in thousands):


	September 30, 2023
Period ending December 31, 2023	$	44,254
2024	178,522
2025	174,706
2026	169,052
2027	165,342
Thereafter	990,386
Total	$	1,722,262

Lessee

The Company is subject to various non-cancellable operating lease agreements on which certain of its properties reside and for its corporate offices.

The Company's operating leases do not provide implicit interest rates. In order to calculate the present value of the remaining operating lease payments, the Company used incremental borrowing rates, or IBRs, adjusted for a number of factors. The determination of an appropriate IBR involves multiple inputs and judgments. The Company determined its IBRs considering the general economic environment, term of the underlying leases, and various financing and asset specific adjustments to ensure the IBRs are appropriate for the intended use of the underlying operating leases.

The effects of the Company's leases are recorded in right-of-use assets and lease liabilities on the condensed consolidated balance sheets.

The weighted average remaining lease term for the Company's leases was 36.7 years as of September 30, 2023.

The future rent payments, discounted by the Company's IBRs, under non-cancellable operating leases in effect as of September 30, 2023, for the period ending December 31, 2023, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):


	September 30, 2023
Period ending December 31, 2023	$	671
2024	2,746
2025	2,768
2026	2,715
2027	2,681
Thereafter	107,456
Total undiscounted rental payments	119,037
Less imputed interest	(77,777)
Total lease liabilities	$	41,260

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The following table provides details of the Company's total lease costs for the three and nine months ended September 30, 2023 and 2022 (amounts in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
	Location in Condensed Consolidated Statements of Comprehensive Income	2023		2022		2023		2022
Operating lease costs:
Ground lease costs (1)	Rental expenses	$	682	$	615	$	2,045	$	1,562

Corporate operating lease costs	General and administrative expenses	175		182		551		559
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases		$	166	$	135	$	564	$	354

(1)The Company receives reimbursements from tenants for certain operating ground leases, which are recorded as rental revenue in the accompanying condensed consolidated statements of comprehensive income.

Note 7—Other Assets

Other assets consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands):


	September 30, 2023		December 31, 2022
Deferred financing costs, related to the revolver portion of the credit facility, net of accumulated amortization of $1,654 and $889, respectively	$	2,470	$	3,178
Leasing commissions, net of accumulated amortization of $174 and $167, respectively	610		775

Restricted cash	166		166
Tenant receivables	1,966		1,736
Straight-line rent receivable	64,805		62,457

Prepaid and other assets	3,906		3,865
Derivative assets	29,423		27,990
	$	103,346	$	100,167

Note 8—Accounts Payable and Other Liabilities

Accounts payable and other liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands):


	September 30, 2023		December 31, 2022
Accounts payable and accrued expenses	$	4,236	$	5,387
Accrued interest expense	1,903		1,941
Accrued property taxes	4,606		2,421
Accrued personnel costs	2,645		3,940

Distributions payable to stockholders	7,518		7,719
Performance DSUs distributions payable	789		573
Tenant deposits	877		877
Deferred rental income	7,297		7,761


	$	29,871	$	30,619

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Note 9—Credit Facility

The Company's outstanding credit facility as of September 30, 2023 and December 31, 2022 consisted of the following (amounts in thousands):


	September 30, 2023		December 31, 2022

Variable rate revolving line of credit	$	50,000	$	8,000
Variable rate term loans fixed through interest rate swaps	525,000		485,000
Variable rate term loans	30,000		90,000
Total credit facility, principal amount outstanding	605,000		583,000
Unamortized deferred financing costs related to credit facility term loans	(1,948)		(2,412)
Total credit facility, net of deferred financing costs	$	603,052	$	580,588

Significant activities regarding the credit facility during the nine months ended September 30, 2023 include:

•On February 17, 2023, the Company entered into an interest rate swap agreement to hedge $40,000,000 of its variable rate term loans with an effective date of March 1, 2023.

•On March 8, 2023, the Company repaid $8,000,000 on its revolving line of credit with cash flows from operations.

•On April 13, 2023, the Company repaid $10,000,000 on its 2024 term loan with proceeds from a disposition and cash flows from operations.

•On July 13, 2023, the Company repaid $10,000,000 on its 2024 term loan with proceeds from the collection of a note receivable related to a disposition and cash flows from operations.

•On September 26, 2023, the Company drew $50,000,000 on its revolving line of credit to fund an acquisition.

The principal payments due on the credit facility as of September 30, 2023, for the period ending December 31, 2023, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):


	September 30, 2023
Period ending December 31, 2023	$	—
2024 (1)	280,000
2025	—
2026	50,000
2027	—
Thereafter	275,000
	$	605,000

(1)The 2024 term loan has a maturity date of December 31, 2024, and, at the Company's election, may be extended for a period of six-months on no more than two occasions, subject to the satisfaction of certain conditions, including the payment of an extension fee.

Note 10—Fair Value

Cash and cash equivalents, restricted cash, tenant receivables, prepaid and other assets, accounts payable and other liabilities—The Company considers the carrying values of these financial instruments, assets and liabilities, to approximate fair value because of the short period of time between origination of the instruments and their expected realization.

Credit facility—The outstanding principal of the credit facility was $605,000,000 and $583,000,000, which approximated its fair value due to the variable nature of the terms as of September 30, 2023 and December 31, 2022, respectively.

The fair value of the Company's credit facility is estimated based on the interest rates currently offered to the Company by its financial institutions.

Derivative instruments—The Company’s derivative instruments consist of interest rate swaps. These swaps are carried at fair value to comply with the provisions of ASC 820. The fair value of these instruments is determined using interest rate market pricing models. The Company incorporated credit valuation adjustments to appropriately reflect the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy. The

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credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the respective counterparty. However, as of September 30, 2023, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or be liable for on disposition of the financial assets and liabilities.

The following tables show the fair value of the Company’s financial assets that are required to be measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (amounts in thousands):


	September 30, 2023
	Fair Value Hierarchy
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets:
Derivative assets	$	—	$	29,423	$	—	$	29,423
Total assets at fair value	$	—	$	29,423	$	—	$	29,423


	December 31, 2022
	Fair Value Hierarchy
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets:
Derivative assets	$	—	$	27,990	$	—	$	27,990
Total assets at fair value	$	—	$	27,990	$	—	$	27,990

Derivative assets are reported in the condensed consolidated balance sheets as other assets.

Real Estate Assets—Certain real estate assets (which include land, buildings and improvements and intangible assets) were adjusted to fair value as a result of impairments which occurred during the nine months ended September 30, 2023. The fair values of real estate assets were determined by using either third-party purchase offers or comparable sales information. The fair values of real estate assets based on third-party purchase offers are reflected in the Level 2 fair value hierarchy. The comparable sales technique uses estimates of properties similar to the subject property by comparing prices per square foot considering recent transaction activity. The estimates of comparable sales and prices per square foot have been adjusted, and are considered significant inputs and thus are classified within Level 3 of the fair value hierarchy.

The following table shows the fair value of the Company's real estate assets, including intangible assets, measured at fair value on a non-recurring basis as of the date on which the event took place, which was June 30, 2023 (amounts in thousands):


	June 30, 2023
	Fair Value Hierarchy
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3) (1)		Total Fair Value		Total Losses (2)
Real estate assets	$	—	$	20,726	$	1,552	$	22,278	$	5,978

(1)The fair value of real estate assets was derived using the comparable sales technique. The comparable sales price per square foot of $98.04 used in determining the fair value is considered a significant unobservable input.

(2)Amount includes impairment of in-place lease and above-market lease intangible assets of $592,000 and $260,000, respectively.

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Note 11—Derivative Instruments and Hedging Activities

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.

For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest and other expenses, net, as interest is incurred on the Company’s variable rate debt. During the next twelve months, the Company estimates that an additional $17,453,000 will be reclassified from accumulated other comprehensive income as a reduction to interest expense.

The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands):

Derivatives
Designated as
Hedging
Instruments

Balance
Sheet
Location

Effective
Dates

Maturity
Dates

September 30, 2023

December 31, 2022

Outstanding
Notional
Amount

Fair Value of

Outstanding
Notional
Amount

Fair Value of

Assets

Interest rate swaps

(1)

05/01/2022 to
05/01/2023

12/31/2024 to
01/31/2028

525,000

29,423

485,000

27,990

(1) Derivative assets are reported in the condensed consolidated balance sheets as other assets.

The notional amount under the agreements is an indication of the extent of the Company’s involvement in each instrument at the time, but does not represent exposure to credit, interest rate or market risks.

The table below summarizes the amount of income recognized on the interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2023 and 2022 (amounts in thousands):


Derivatives in Cash Flow Hedging Relationships	Amount of Income Recognized in Other Comprehensive Income on Derivatives		Location of Income Reclassified From Accumulated Other Comprehensive Income to Net Income	Amount of Income (Loss) Reclassified From Accumulated Other Comprehensive Income to Net Income		Total Amount of Line Item in Condensed Consolidated Statements of Comprehensive Income
Three Months Ended September 30, 2023
Interest rate swaps	$	6,780	Interest and other expenses, net	$	4,465	$	5,630

Three Months Ended September 30, 2022
Interest rate swaps	$	16,724	Interest and other expenses, net	$	379	$	5,498


Nine Months Ended September 30, 2023
Interest rate swaps	$	13,550	Interest and other expenses, net	$	12,117	$	16,769


Nine Months Ended September 30, 2022
Interest rate swaps	$	31,545	Interest and other expenses, net	$	(2,912)	$	17,942

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company records credit risk valuation adjustments on its interest rate swaps based on the respective credit quality of the Company and the counterparty. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. As of September 30, 2023, the Company had no derivatives with fair value in a net liability position, inclusive of accrued interest but excluding any adjustment for nonperformance risk related to the agreement. As of September 30, 2023, there were no termination events or events of default related to the interest rate swaps.

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Tabular Disclosure Offsetting Derivatives

The Company has elected not to offset derivative positions in its condensed consolidated financial statements. The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of September 30, 2023 and December 31, 2022 (amounts in thousands):


Offsetting of Derivative Assets
							Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets Presented in the Balance Sheet		Financial Instruments Collateral		Cash Collateral		Net Amount
September 30, 2023	$	29,423	$	—	$	29,423	$	—	$	—	$	29,423
December 31, 2022	$	27,990	$	—	$	27,990	$	—	$	—	$	27,990

Note 12—Stockholders' Equity

Distributions Payable

As of September 30, 2023, the Company had distributions payable of approximately $7,518,000. Of these distributions payable, approximately $5,502,000 was paid in cash on October 6, 2023, and approximately $2,016,000 was reinvested in shares of common stock pursuant to our distribution reinvestment plan, or the DRIP, effective October 1, 2023.

Share Repurchase Program

The Company’s Amended and Restated Share Repurchase Program allows for repurchases of shares of the Company’s common stock upon meeting certain criteria. During the nine months ended September 30, 2023, the Company repurchased 1,145,071 Class A shares, Class I shares and Class T shares of common stock (879,861 Class A shares, 102,570 Class I shares and 162,640 Class T shares), for an aggregate purchase price of approximately $9,376,000 (an average of $8.19 per share). During the nine months ended September 30, 2022, the Company repurchased 786,861 Class A shares, Class I shares and Class T shares of common stock (690,494 Class A shares, 20,905 Class I shares and 75,462 Class T shares), for an aggregate purchase price of approximately $6,452,000 (an average of $8.20 per share).

Accumulated Other Comprehensive Income

The following table presents a rollforward of amounts recognized in accumulated other comprehensive income by component for the nine months ended September 30, 2023 and 2022 (amounts in thousands):


	Unrealized Income on Derivative Instruments
Balance as of December 31, 2022	$	27,990
Other comprehensive income before reclassification	13,550
Amount of income reclassified from accumulated other comprehensive income to net income	(12,117)
Other comprehensive income	1,433
Balance as of September 30, 2023	$	29,423


	Unrealized Income on Derivative Instruments




Balance as of December 31, 2021	$	(4,847)
Other comprehensive income before reclassification	31,545
Amount of loss reclassified from accumulated other comprehensive loss to net income	2,912
Other comprehensive income	34,457
Balance as of September 30, 2022	$	29,610

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The following table presents reclassifications out of accumulated other comprehensive income for the nine months ended September 30, 2023 and 2022 (amounts in thousands):


Details about Accumulated Other Comprehensive Income Components	(Income) Loss Amounts Reclassified from Accumulated Other Comprehensive Income to Net Income				Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income
	Nine Months Ended September 30,
	2023		2022
Interest rate swap contracts	$	(12,117)	$	2,912		Interest and other expense, net

Note 13—Earnings Per Share

The Company calculates basic earnings per share by dividing net income attributable to common stockholders for the period by the weighted average shares of its common stock outstanding for that period. Diluted earnings per share is computed based on the weighted average number of shares outstanding and all potentially dilutive securities. Shares of non-vested restricted common stock and performance-based deferred stock unit awards, or Performance DSUs, give rise to potentially dilutive shares of common stock. For the three and nine months ended September 30, 2023, diluted earnings per share reflected the effect of approximately 1,846,000 and 1,849,000, respectively, of non-vested shares of restricted common stock and Performance DSUs that were outstanding. For the three and nine months ended September 30, 2022, diluted earnings per share reflected the effect of approximately 1,319,000 and 1,346,000, respectively, of non-vested shares of restricted common stock and Performance DSUs that were outstanding.

Note 14—Stock-based Compensation

On March 6, 2020, the Board approved the Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, pursuant to which the Company has the authority and power to grant awards of restricted shares of its Class A common stock to its directors, executive officers and employees.

During the nine months ended September 30, 2023, the Company granted time-based awards to its executive officers and certain employees, consisting of 284,063 restricted shares of Class A common stock, or the Time-Based 2023 Awards. The Time-Based 2023 Awards will vest ratably over four years following the grant date, subject to each executive's and employee's employment through the applicable vesting dates, with certain exceptions.

In addition, during the nine months ended September 30, 2023, the Company's compensation committee approved Performance DSUs to be granted to its executive officers for performance-based awards, or the Performance-Based 2023 Awards. The Performance-Based 2023 Awards will be measured based on Company performance over a three-year performance period ending on December 31, 2025. Subject to each executive's continuous employment through the applicable vesting dates, with certain exceptions, the Performance-Based DSUs, if any, will be issued following the performance period end date. The actual value realized by each executive will depend on the market value of shares of stock or units on the date that the awards vest and the actual number of shares of stock or units that vest.

The Company recognized total stock-based compensation expense of $1,228,000 and $860,000, respectively, for the three months ended September 30, 2023 and 2022, and $3,721,000 and $3,034,000, respectively, for the nine months ended September 30, 2023, and 2022. Stock-based compensation expense is reported in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income, and forfeitures are recorded as they occur.

Note 15—Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company may become subject to litigation or claims. As of September 30, 2023, there were, and currently there are, no material pending legal proceedings to which the Company is a party. While the resolution of a lawsuit or proceeding may have an impact to the Company's financial results for the period in which it is resolved, the Company believes that the final resolution of the lawsuits or proceedings in which it is currently involved, either individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations or liquidity.

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Note 16—Subsequent Events

Distributions Paid to Stockholders

The following table summarizes the Company's distributions paid to stockholders on October 6, 2023, for the period from September 1, 2023 through September 30, 2023 (amounts in thousands):


Payment Date	Common Stock	Cash		DRIP		Total Distribution
October 6, 2023	Class A	$	4,419	$	1,176	$	5,595
October 6, 2023	Class I	333		222		555
October 6, 2023	Class T	750		618		1,368

		$	5,502	$	2,016	$	7,518

The following table summarizes the Company's distributions paid to stockholders on November 7, 2023, for the period from October 1, 2023 through October 31, 2023 (amounts in thousands):


Payment Date	Common Stock	Cash		DRIP		Total Distribution
November 7, 2023	Class A	$	4,581	$	1,205	$	5,786
November 7, 2023	Class I	346		229		575
November 7, 2023	Class T	779		637		1,416

		$	5,706	$	2,071	$	7,777

Distributions Authorized

The following tables summarize the daily distributions approved and authorized by the Board subsequent to September 30, 2023:


Authorization Date (1)	Common Stock	Daily Distribution Rate (1)		Annualized Distribution Per Share
October 17, 2023	Class A	$	0.00109589	$	0.40
October 17, 2023	Class I	$	0.00109589	$	0.40
October 17, 2023	Class T	$	0.00109589	$	0.40


Authorization Date (2)	Common Stock	Daily Distribution Rate (2)		Annualized Distribution Per Share
November 7, 2023	Class A	$	0.00109589	$	0.40
November 7, 2023	Class I	$	0.00109589	$	0.40
November 7, 2023	Class T	$	0.00109589	$	0.40

(1)Distributions approved and authorized to stockholders of record as of the close of business on each day of the period commencing on November 1, 2023 and ending on November 30, 2023. The distributions are calculated based on 365 days in the calendar year. The distributions declared for each record date in November 2023 will be paid in December 2023. The distributions are payable to stockholders from legally available funds therefor.

(2)Distributions approved and authorized to stockholders of record as of the close of business on each day of the period commencing on December 1, 2023 and ending on December 31, 2023. The distributions will be calculated based on 365 days in the calendar year. The distributions declared for each record date in December 2023 will be paid in January 2024. The distributions will be payable to stockholders from legally available funds therefor.

Repayment on Credit Facility

On November 1, 2023, the Company repaid $8,000,000 on its revolving line of credit with cash flows from operations and proceeds from a disposition.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.

The following discussion should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission, or the SEC, on March 16, 2023, or the 2022 Annual Report on Form 10-K.

The terms “we,” “our,” "us," and the “Company” refer to Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, or our Operating Partnership, and all wholly-owned subsidiaries.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, other than historical facts, include forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities. Such statements include, in particular, our liquidity and capital resources, capital expenditures, material cash requirements, debt service requirements, term loan requirements, plans, leases, dividends, distributions, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Forward-looking statements are subject to various risks and uncertainties, and factors that could cause actual results to differ materially from our expectations, and investors should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We make no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Quarterly Report on Form 10-Q, and we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. See Part I, Item 1A. “Risk Factors” of our 2022 Annual Report on Form 10-K, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.

Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate these estimates on a regular basis. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Overview

We invest in high-quality properties leased to tenants capitalizing on critical and structural economic growth drivers. We are primarily focused on investing in healthcare assets across the continuum of care, with emphasis on lower cost patient settings, which we believe typically generate predictable, durable and growing income streams. We may also make other real estate-related investments, which may include equity or debt interests in other real estate entities.

As of September 30, 2023, we owned 132 real estate properties and two undeveloped land parcels.

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Critical Accounting Estimates

Our critical accounting estimates were disclosed in our 2022 Annual Report on Form 10-K. There have been no material changes to our critical accounting estimates as disclosed therein.

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. Our accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2022 Annual Report on Form 10-K.

Qualification as a REIT

We elected, and qualify, to be taxed as a REIT for federal income tax purposes, and we intend to continue to be taxed as a REIT. To maintain our qualification as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90.0% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gain, to our stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.

If we fail to maintain our qualification as a REIT in any taxable year, we would then be subject to federal income taxes on our taxable income at regular corporate rates and would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders.

Factors That May Influence Results of Operations

We are not aware at this time of any material trends or uncertainties, other than national economic conditions and those discussed below, affecting our real estate properties, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income, management and operation of our properties other than those set forth in our 2022 Annual Report on Form 10-K.

Rental Revenue

The amount of rental revenue generated by our properties depends principally on our ability to maintain the occupancy rates of leased space and to lease available space at existing rental rates. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. We continually monitor our tenants' ability to meet their lease obligations to pay us rent to determine if any adjustments should be reflected currently. During the nine months ended September 30, 2023, GenesisCare (as defined below) filed for bankruptcy, and we determined the collectability of amounts owed under the contractual terms of GenesisCare's lease were no longer reasonably assured. As a result, we ceased recognizing rent on a straight-line basis and have only recorded rent for GenesisCare to the extent we have received cash. In addition, during the nine months ended September 30, 2023, we wrote off $1,630,000 of straight-line rent receivable related to GenesisCare, as a reduction in rental revenue, because the amounts were determined to be uncollectible. As of September 30, 2023, our real estate properties were 99.4% leased.

GenesisCare Bankruptcy Filing

As disclosed in the Current Report on Form 8-K that the Company filed with the SEC on June 5, 2023, GenesisCare USA, Inc. and its affiliates, or GenesisCare, sponsor and owner of the tenant in 17 of our real estate properties, announced that it filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. GenesisCare is seeking U.S. bankruptcy court approval to reject certain unexpired real property leases. GenesisCare's lease obligations with us have not been included in any motions to date. GenesisCare continues to make its lease payments due to us in accordance with their contractual terms. Bankruptcy proceedings are subject to uncertainty and there can be no assurance how the bankruptcy court's or other parties' actions or decisions may impact GenesisCare.

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Results of Operations

Our results of operations are influenced by the timing of acquisitions and the performance of our real estate properties. The following table shows the property statistics of our real estate properties as of September 30, 2023 and 2022:


	September 30,
	2023		2022
Number of real estate properties (1)	132		132
Leased square feet	5,456,000		5,508,000
Weighted average percentage of rentable square feet leased	99.4	%	99.5	%

(1)As of September 30, 2023, we owned 132 real estate properties and two undeveloped land parcels. As of September 30, 2022, we owned 132 real estate properties and two undeveloped land parcels.

The following table summarizes our real estate activity for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Real estate properties acquired	1		2		2		7
Real estate properties disposed	1		—		2		—		(1)

Aggregate purchase price of real estate properties acquired (2)	$	59,902,000	$	114,744,000	$	69,822,000	$	157,194,000

Net book value of real estate properties disposed	$	245,000	$	—	$	12,362,000	$	—	(1)
Leased square feet of real estate property additions	105,000		144,000		130,000		284,000
Leased square feet of real estate property dispositions	38,000		—		177,000		—

(1)During the nine months ended September 30, 2022, we disposed of one land parcel that formerly contained a property.

(2)Includes capitalized acquisition costs associated with transactions determined to be asset acquisitions.

This section describes and compares our results of operations for the three and nine months ended September 30, 2023 and 2022. We generate substantially all of our revenue from property operations. In order to evaluate our overall portfolio, management analyzes the results of our same store properties. We define "same store properties" as properties that were owned and operated for the entirety of both calendar periods being compared and exclude properties under development, re-development, or classified as held for sale.

By evaluating the results of our same store properties, management is able to monitor the operations of our existing properties for comparable periods to measure the performance of our current portfolio and readily observe the expected effects of our new acquisitions and dispositions on net income.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

The following table allocates total rental revenue for the three months ended September 30, 2023 compared to the comparable period in 2022 (amounts in thousands).


	Three Months Ended September 30,
	2023		2022		$ Change		% Change
Same store rental revenue	$	41,522	$	41,898	$	(376)	(0.9)	%
Same store tenant reimbursements	3,020		2,738		282		10.3	%
Non-same store rental revenue	3,744		2,116		1,628		76.9	%
Non-same store tenant reimbursements	255		129		126		97.7	%
Other operating income	1		—		1		100.0	%
Total rental revenue	$	48,542	$	46,881	$	1,661	3.5	%

•Same store rental revenue decreased primarily due to a $652,000 decrease related to tenants who ceased paying all or a portion of their rent, partially offset by a $239,000 increase in annual base rent escalations for leases indexed to CPI and a $37,000 increase from new and renewal leases.

•Same store tenant reimbursements increased $282,000 primarily due to higher operating costs in the current year.

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•Non-same store rental revenue increased primarily due to lease termination income of $1,504,000 and a $616,000 increase attributable to properties acquired since July 1, 2022, partially offset by a $492,000 decrease due to property dispositions.

•Non-same store tenant reimbursements increased $126,000 primarily due to properties acquired since July 1, 2022.

•There were no significant changes in other operating income.

Changes in our expenses are summarized in the following table (amounts in thousands):


	Three Months Ended September 30,
	2023		2022		$ Change		% Change
Same store rental expenses	$	4,577	$	4,260	$	317	7.4	%
Non-same store rental expenses	428		330		98		29.7	%
General and administrative expenses	4,828		4,760		68		1.4	%
Depreciation and amortization	18,097		18,641		(544)		(2.9)	%



Total operating expenses	$	27,930	$	27,991	$	(61)	(0.2)	%
Gain on real estate dispositions	$	1	$	—	$	1	100.0	%

•Same store rental expenses, certain of which are subject to reimbursement by our tenants, increased $317,000 primarily due to higher operating costs in the current year.

•Non-same store rental expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to a $131,000 increase attributable to properties acquired since July 1, 2022, partially offset by a $33,000 decrease due to property dispositions.

•General and administrative expenses increased primarily due to a $368,000 increase in stock-based compensation due to equity awards granted in 2023, partially offset by a decrease of $207,000 in proxy reporting costs related to our annual meeting of stockholders and a decrease of $60,000 due to the timing of third-party valuation services for our estimated per share net asset value.

•Depreciation and amortization decreased primarily due to a $272,000 decrease from property dispositions, a $341,000 decrease attributable to fully amortized in-place leases and a $284,000 decrease related to properties impaired, partially offset by a $320,000 increase attributable to properties acquired since July 1, 2022 and a $33,000 increase due to capital expenditures placed in service.

Changes in interest and other expenses, net, are summarized in the following table (amounts in thousands):


	Three Months Ended September 30,
	2023		2022		$ Change		% Change
Interest and other expenses, net:

Interest on credit facility	$	5,653	$	5,579	$	74	1.3	%
Other income	(23)		(81)		58		(71.6)	%
Total interest and other expenses, net	$	5,630	$	5,498	$	132	2.4	%

•Interest on credit facility increased primarily due to an increase of $687,000 related to the weighted average interest rate on our credit facility that is subject to variable rates, partially offset by a $293,000 decrease due to a reduction in the weighted average outstanding principal balance on our credit facility of $19,457,000. In addition, interest on credit facility includes $291,000 of interest rate swap amortization during the three months ended September 30, 2022.

•Other income decreased primarily due to $75,000 in settlement income from disposed properties recognized during the three months ended September 30, 2022, partially offset by an increase of $18,000 in cash deposits interest income during the three months ended September 30, 2023.

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Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

The following table allocates total rental revenue for the nine months ended September 30, 2023 compared to the comparable period in 2022 (amounts in thousands).


	Nine Months Ended September 30,
	2023		2022		$ Change		% Change
Same store rental revenue	$	119,084	$	122,424	$	(3,340)	(2.7)	%
Same store tenant reimbursements	8,016		7,599		417		5.5	%
Non-same store rental revenue	14,857		5,621		9,236		164.3	%
Non-same store tenant reimbursements	1,189		435		754		173.3	%
Other operating income	5		2		3		150.0	%
Total rental revenue	$	143,151	$	136,081	$	7,070	5.2	%

•Same store rental revenue decreased primarily due to a $2,371,000 decrease related to tenants who ceased paying all or a portion of their rent, a $1,770,000 write-off of straight-line rent due to tenant uncertainty and an impairment of above-market lease intangible assets of $260,000, partially offset by a $868,000 increase in annual base rent escalations for leases indexed to CPI and a $193,000 increase from new and renewal leases.

•Same store tenant reimbursements increased $417,000 primarily due to higher operating costs in the current year.

•Non-same store rental revenue increased primarily due to lease termination income of $5,185,000 and a $5,135,000 increase attributable to properties acquired and properties placed in service since January 1, 2022, partially offset by a $985,000 decrease due to property dispositions and a $99,000 decrease due to deferment of rent on a property under renovation.

•Non-same store tenant reimbursements increased $754,000 primarily due to properties acquired since January 1, 2022.

•There were no significant changes in other operating income.

Changes in our expenses are summarized in the following table (amounts in thousands):


	Nine Months Ended September 30,
	2023		2022		$ Change		% Change
Same store rental expenses	$	12,950	$	12,338	$	612	5.0	%
Non-same store rental expenses	1,778		881		897		101.8	%
General and administrative expenses	16,478		16,766		(288)		(1.7)	%
Depreciation and amortization	55,452		54,443		1,009		1.9	%


Impairment losses	6,708		7,387		(679)		(9.2)	%
Total operating expenses	$	93,366	$	91,815	$	1,551	1.7	%
Gain on real estate dispositions	$	22	$	460	$	(438)	(95.2)	%

•Same store rental expenses, certain of which are subject to reimbursement by our tenants, increased $612,000 primarily due to higher operating costs in the current year.

•Non-same store rental expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to a $1,031,000 increase from properties acquired and properties placed in service since January 1, 2022, partially offset by a $134,000 decrease due to property dispositions.

•General and administrative expenses decreased primarily due to a $806,000 decrease in separation pay primarily related to our former chief accounting officer and a $247,000 decrease in proxy reporting costs related to our annual meeting of stockholders, partially offset by an increase of $687,000 in stock-based compensation due to equity awards granted in 2023.

•Depreciation and amortization increased primarily due to a $2,601,000 increase attributable to properties acquired and properties placed in service since January 1, 2022, a $193,000 increase due to capital expenditures placed in service and a $592,000 impairment of in-place lease intangible assets, partially offset by a $792,000 decrease from property dispositions, a $451,000 decrease attributable to fully amortized in-place leases and a $754,000 decrease related to properties impaired. In addition, the nine months ended September 30, 2022, included an impairment of an in-place lease intangible asset of $380,000.

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•Impairment losses were recorded in the aggregate amount of $6,708,000 and $7,387,000 during the nine months ended September 30, 2023 and 2022, respectively. The property related to the 2022 impairments was sold on March 31, 2023.

Changes in interest and other expenses, net, are summarized in the following table (amounts in thousands):


	Nine Months Ended September 30,
	2023		2022		$ Change		% Change
Interest and other expenses, net:

Interest on credit facility	$	16,939	$	18,244	$	(1,305)	(7.2)	%
Other income	(170)		(302)		132		(43.7)	%
Total interest and other expenses, net	$	16,769	$	17,942	$	(1,173)	(6.5)	%

•Interest on credit facility decreased primarily due to $3,367,000 in loss on extinguishment of debt and $1,286,000 in interest rate swap amortization recognized during the nine months ended September 30, 2022, partially offset by an increase of $2,538,000 related to changes in the weighted average interest rate on our credit facility that is subject to variable rates and an increase of $895,000 due to an increase in the weighted average outstanding principal balance on our credit facility of $45,938,000.

•Other income decreased primarily due to $105,000 in interest income on a note receivable recognized during the nine months ended September 30, 2023, compared to $283,000 in settlement income from disposed properties recognized during the nine months ended September 30, 2022, partially offset by an increase of $47,000 in cash deposits interest income during the nine months ended September 30, 2023.

Liquidity and Capital Resources

Our principal uses of funds are for acquisitions of real estate and real estate-related investments, capital expenditures, operating expenses, distributions to, and share repurchases from, stockholders, and principal and interest payments on current and future indebtedness. While interest rates on variable rate debt have increased and may continue to increase, we believe our exposure is limited at this time due to our hedging strategy, which has effectively fixed 87% of our outstanding debt as of September 30, 2023, allowing us to reasonably project our liquidity needs. Generally, cash for these items is generated from operations of our current and future investments. Our sources of funds are primarily operating cash flows, funds equal to amounts reinvested in the DRIP, our credit facility and other potential borrowings.

When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include, for example, costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include a line of credit, operating cash generated by the investment, additional equity investments from us, and when necessary, capital reserves. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or, as necessary, to respond to unanticipated additional capital needs.

Short-term Liquidity and Capital Resources

For at least the next twelve months, we expect our principal demands for funds will be for operating expenses, including our general and administrative expenses, as well as the acquisition of real estate and real estate-related investments and funding of capital improvements and tenant improvements, distributions to and stock repurchases from stockholders, and interest payments on our credit facility. We expect to meet our short-term liquidity requirements through net cash flows provided by operations, funds equal to amounts reinvested in the DRIP and borrowings on our credit facility and potential other borrowings.

We believe we will have sufficient liquidity available to meet our obligations in a timely manner, under both normal and stressed conditions, for the next twelve months.

Long-term Liquidity and Capital Resources

Beyond the next twelve months, we expect our principal demands for funds will be for costs to acquire additional real estate properties, interest and principal payments on our credit facility, long-term capital investment demands for our real estate properties and our distributions necessary to maintain our REIT status.

We currently expect to meet our long-term liquidity requirements through proceeds from cash flows from operations and borrowings on our credit facility and potential other borrowings.

We expect to pay distributions to our stockholders from cash flows from operations; however, we have used, and may continue to use, other sources to fund distributions, as necessary, such as funds equal to amounts reinvested in the DRIP. To the

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extent cash flows from operations are lower due to lower-than-expected returns on the properties held or the disposition of properties, distributions paid to stockholders may be lower. We currently expect that substantially all net cash flows from our operations will be used to fund acquisitions, certain capital expenditures identified at acquisition, ongoing capital expenditures, interest and principal payments on outstanding debt and distributions to our stockholders.

Material Cash Requirements

In addition to the cash we need to conduct our normal business operations, we expect to require approximately $25,265,000 in cash over the next twelve months, of which $22,536,000 will be required for the payment of estimated interest on our outstanding debt (calculated based on our effective interest rates as of September 30, 2023) and $2,729,000 related to our various obligations as lessee. We cannot provide assurances, however, that actual expenditures will not exceed these estimates.

As of September 30, 2023, we had approximately $14,563,000 in cash and cash equivalents. For the nine months ended September 30, 2023, we paid capital expenditures of $1,590,000 related to tenant improvements.

As of September 30, 2023, we had material obligations beyond 12 months in the amount of approximately $766,274,000, inclusive of $649,966,000 related to principal and estimated interest payments on our outstanding debt (calculated based on our effective interest rates as of September 30, 2023) and $116,308,000 related to our various obligations as lessee.

One of our principal liquidity needs is the payment of principal and interest on outstanding indebtedness. As of September 30, 2023, we had $605,000,000 of principal outstanding under our Unsecured Credit Facility (as defined below). We are required by the terms of certain loan documents to meet certain covenants, such as financial ratios and reporting requirements. As of September 30, 2023, we were in compliance with all such covenants and requirements on our Unsecured Credit Facility.

As of September 30, 2023, the aggregate notional amount under our derivative instruments was $525,000,000. We have agreements with each derivative counterparty that contain cross-default provisions; if we default on our indebtedness, then we could also be declared in default on our derivative obligations, resulting in an acceleration of payment of any net amounts due under our derivative contracts. As of September 30, 2023, we were in compliance with all such cross-default provisions.

Debt Service Requirements

Credit Facility

As of September 30, 2023, the maximum commitments available under our senior unsecured revolving line of credit with Truist Bank, as Administrative Agent for the lenders, or the Revolving Credit Agreement, were $500,000,000, which may be increased, subject to lender approval, through incremental term loans and/or revolving loan commitments in an aggregate amount not to exceed $1,000,000,000. The maturity date for the Revolving Credit Agreement is February 15, 2026, which, at our election, may be extended for a period of six-months on no more than two occasions, subject to certain conditions, including the payment of an extension fee. As of September 30, 2023, the Revolving Credit Agreement had an aggregate outstanding principal balance of $50,000,000.

As of September 30, 2023, the maximum commitments available under our senior unsecured term loan with Truist Bank, as Administrative Agent for the lenders, or the 2024 Term Loan Agreement, were $280,000,000, which may be increased, subject to lender approval, to an aggregate amount not to exceed $580,000,000. The 2024 Term Loan Agreement has a maturity date of December 31, 2024, and, at our election, may be extended for a period of six-months on no more than two occasions, subject to the satisfaction of certain conditions, including the payment of an extension fee. As of September 30, 2023, the 2024 Term Loan Agreement had an aggregate outstanding principal balance of $280,000,000.

As of September 30, 2023, the maximum commitments available under our senior unsecured term loan with Truist Bank, as Administrative Agent for the lenders, or the 2028 Term Loan Agreement, were $275,000,000, which may be increased, subject to lender approval, to an aggregate amount not to exceed $500,000,000 and has a maturity date of January 31, 2028. The 2028 Term Loan Agreement is pari passu with our Revolving Credit Agreement and 2024 Term Loan Agreement. As of September 30, 2023, the 2028 Term Loan Agreement had an aggregate outstanding principal balance of $275,000,000.

We refer to the Revolving Credit Agreement, the 2024 Term Loan Agreement and the 2028 Term Loan Agreement, collectively, as the “Unsecured Credit Facility,” which has aggregate commitments available of $1,055,000,000, as of September 30, 2023. Generally, the proceeds of loans made under our Unsecured Credit Facility may be used for acquisition of real estate investments, funding of tenant improvements and leasing commissions with respect to real estate, repayment of indebtedness, funding of capital expenditures with respect to real estate, and general corporate and working capital purposes.

As of September 30, 2023, we had a total pool availability under our Unsecured Credit Facility of $1,055,000,000 and an aggregate outstanding principal balance of $605,000,000; therefore, $450,000,000 was available to be drawn under our Unsecured Credit Facility. We were in compliance with all the financial covenant requirements as of September 30, 2023.

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On November 1, 2023, we repaid $8,000,000 on the Revolving Credit Agreement with cash flows from operations and proceeds from a disposition. As of November 1, 2023, as a result of the repayment, we had a total pool availability under our Unsecured Credit Facility of $1,055,000,000 and an aggregate outstanding principal balance of $597,000,000; therefore, $458,000,000 was available to be drawn under our Unsecured Credit Facility.

Cash Flows

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022


	Nine Months Ended September 30,
(in thousands)	2023		2022		Change
Net cash provided by operating activities	$	97,841	$	89,031	$	8,810
Net cash used in investing activities	$	(59,023)	$	(141,949)	$	82,926
Net cash (used in) provided by financing activities	$	(37,172)	$	37,495	$	(74,667)

Operating Activities

•Net cash provided by operating activities increased primarily due to an increase in cash collected for rent resulting from acquiring and placing properties in service, annual rent increases, new leasing and renewal activity and the receipt of lease termination income.

Investing Activities

Significant investing activities included:

•Investment of $69,821,000 to purchase two properties during the nine months ended September 30, 2023, compared to an investment of $157,194,000 to purchase seven properties during the nine months ended September 30, 2022.

•Sale of two properties for net proceeds of $12,388,000 during the nine months ended September 30, 2023, compared to receiving $22,822,000 from the sale of a land parcel that formerly contained a property during the nine months ended September 30, 2022.

•Incurred capital expenditures, primarily for tenant improvements, of $1,590,000 during the nine months ended September 30, 2023, compared to incurring $7,577,000 during the nine months ended September 30, 2022.

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Financing Activities

Significant financing activities included:

•Payment of $49,774,000 in distributions to common stockholders during the nine months ended September 30, 2023, compared to $48,920,000 during the nine months ended September 30, 2022.

•Repurchase of $9,376,000 of common stock under our share repurchase program during the nine months ended September 30, 2023, compared to $6,452,000 during the nine months ended September 30, 2022.

•The following Unsecured Credit Facility related activity during the nine months ended September 30, 2023:

◦Repayment of $8,000,000 on the Revolving Credit Agreement with cash flows from operations;

◦Repayment of $20,000,000 on the 2024 Term Loan Agreement with proceeds from a disposition, the collection of a note receivable related to a disposition and cash flows from operations; and

◦Draw of $50,000,000 on the Revolving Credit Agreement to fund an acquisition.

•The following Unsecured Credit Facility related activity during the nine months ended September 30, 2022:

◦Draw of $70,000,000 on the Revolving Credit Agreement to fund acquisitions;

◦Draw of $70,000,000 on the 2028 Term Loan Agreement to fund acquisitions;

◦Repayment of $40,000,000 on the Revolving Credit Agreement with proceeds from dispositions and cash flows from operations;

◦Replacement of $500,000,000 from our prior unsecured credit facility with borrowings from our new Revolving Credit Agreement and 2024 Term Loan Agreement;

◦Draw of $205,000,000 on the 2028 Term Loan Agreement at closing to pay down the $205,000,000 outstanding balance on the Revolving Credit Agreement; and

◦Payment of $6,936,000 in deferred financing costs as a result of entering into the Revolving Credit Agreement, 2024 Term Loan Agreement and 2028 Term Loan Agreement during the nine months ended September 30, 2022.

Distributions to Stockholders

The amount of distributions payable to our stockholders is determined by the Board and is dependent on a number of factors, including our funds available for distribution, financial condition, lenders' restrictions and limitations, capital expenditure requirements, corporate law restrictions and the annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. The Board must authorize each distribution and may, in the future, authorize lower amounts of distributions or not authorize additional distributions and, therefore, distribution payments are not guaranteed. Additionally, our organizational documents permit us to pay distributions from unlimited amounts of any source, and we may use sources other than operating cash flows to fund distributions, including funds equal to amounts reinvested in the DRIP, which may reduce the amount of capital we ultimately invest in properties or other permitted investments. We have funded distributions with operating cash flows from our properties and funds equal to amounts reinvested in the DRIP. To the extent that we do not have taxable income, distributions paid will be considered a return of capital to stockholders.

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The following table shows the sources of distributions paid during the nine months ended September 30, 2023 and 2022 (amounts in thousands):


	Nine Months Ended September 30,
	2023					2022
Distributions paid in cash - common stockholders	$	49,774				$	48,920
Distributions reinvested (shares issued)	18,675					18,594
Total distributions	$	68,449				$	67,514
Source of distributions:
Cash flows provided by operations	$	49,774	73	%	(1)	$	48,920	72	%	(1)
Offering proceeds from issuance of common stock pursuant to the DRIP	18,675		27	%	(1)	18,594		28	%	(1)

Total sources	$	68,449	100	%		$	67,514	100	%

(1)Percentages were calculated by dividing the respective source amount by the total sources of distributions.

Total distributions declared but not paid on Class A shares, Class I shares and Class T shares as of September 30, 2023, were approximately $7,518,000 for common stockholders. These distributions were paid on October 6, 2023.

Non-GAAP Financial Measures

In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. We use the following non-GAAP financial measures: Funds From Operations, or FFO, Core Funds From Operations, or Core FFO, and Adjusted Funds From Operations, or AFFO.

Net Income and FFO, Core FFO and AFFO

A description of FFO, Core FFO, and AFFO and reconciliations of these non-GAAP measures to net income, the most directly comparable GAAP measure, are provided below.

The National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated the FFO measure, which we believe is an appropriate additional measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income as determined under GAAP.

We define FFO, consistent with NAREIT’s definition, as net income (calculated in accordance with GAAP), excluding gains (or losses) from sales of real estate assets and impairments of real estate assets, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. To date, we do not have any investments in unconsolidated partnerships or joint ventures.

We, along with many of our peers in the real estate industry, consider FFO to be an appropriate supplemental measure of a REIT’s operating performance, because it is based on a net income analysis of real estate portfolio performance that excludes non-cash items such as real estate depreciation and amortization and real estate impairments. We believe FFO provides a useful understanding of our performance to the investors and to our management, and when compared to year over year, FFO reflects the impact on our operations from trends in occupancy.

We calculate Core FFO by adjusting FFO to remove the effect of items that are not expected to impact our operating performance on an ongoing basis and consider it to be a useful supplemental measure because it provides investors with additional information to understand our sustainable performance. These include severance payments, write-off of straight-line rent receivables related to prior periods, amortization of above- and below-market leases (including ground leases) and loss on extinguishment of debt.

We calculate AFFO by further adjusting Core FFO for the following items: deferred rent, current period straight-line rent adjustments, amortization of deferred financing costs and stock-based compensation.

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Presentation of this information is intended to assist management and investors in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, Core FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, Core FFO and AFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net income as an indication of our performance, as an indication of our liquidity, or indicative of funds available for our cash needs, including our ability to make distributions to our stockholders. FFO, Core FFO and AFFO may be useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods. All of our non-GAAP financial measures should be reviewed in conjunction with other measurements as an indication of our performance. The method used to evaluate the value and performance of real estate under GAAP should be considered as a more relevant measure of operating performance and considered more prominent than the non-GAAP financial measures presented here.

Reconciliation of Net Income to FFO, Core FFO and AFFO

The following table presents a reconciliation of net income attributable to common stockholders, which is the most directly comparable GAAP financial measure, to FFO, Core FFO and AFFO for the three and nine months ended September 30, 2023 and 2022 (amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income attributable to common stockholders	$	14,983	$	13,392	$	33,038	$	26,784
Adjustments:
Depreciation and amortization	18,073		18,615		55,384		54,369
Gain on real estate dispositions	(1)		—		(22)		(460)

Impairment losses	—		—		6,708		7,387
FFO	$	33,055	$	32,007	$	95,108	$	88,080
Adjustments:
Severance payments	43		23		83		889
Write-off of straight-line rent receivables related to prior periods	—		—		1,618		—
Amortization of above (below) market lease intangibles, including ground leases	279		271		1,110		762
Loss on extinguishment of debt	—		—		—		3,367
Core FFO	$	33,377	$	32,301	$	97,919	$	93,098
Adjustments:
Deferred rent	325		299		1,188		797


Straight-line rent adjustments	(1,217)		(2,630)		(4,108)		(7,653)

Amortization of deferred financing costs	415		413		1,240		1,267
Stock-based compensation	1,228		860		3,721		3,034
AFFO	$	34,128	$	31,243	$	99,960	$	90,543

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk.

We have obtained variable rate debt financing and we are exposed to such changes in the one-month Term SOFR. Loans under the Unsecured Credit Facility may be made as Base Rate Loans or SOFR Loans, at our election, and all of our interest rate swap agreements are indexed to SOFR. Our objectives in managing interest rate risk are to limit the impact of interest rate fluctuations on operations and cash flows, and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at interest rates with the lowest margins available and, in some cases, with the ability to convert variable interest rates to fixed rates.

As of September 30, 2023, we had 11 interest rate swap agreements outstanding, which mature on various dates from December 2024 to January 2028, with an aggregate notional amount under the swap agreements of $525,000,000. As of September 30, 2023, the aggregate settlement asset value was $31,116,000. The settlement value of these interest rate swap agreements is dependent upon existing market interest rates and swap spreads. As of September 30, 2023, an increase of 50

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basis points in the market rates of interest would have resulted in an increase to the settlement asset value of these interest rate swaps to a value of $37,372,000. These interest rate swap agreements were designated as cash flow hedging instruments.

As of September 30, 2023, of the $605,000,000 total principal debt outstanding, $80,000,000 was subject to variable interest rates, indexed to Term SOFR, with an interest rate of 6.7% per annum. As of September 30, 2023, an increase of 50 basis points in the market rates of interest would have resulted in an increase in interest expense of approximately $400,000 per year.

The following table summarizes our principal debt outstanding related to our credit facility as of September 30, 2023 (amounts in thousands):


	September 30, 2023

Variable rate revolving line of credit	$	50,000
Variable rate term loans fixed through interest rate swaps	525,000
Variable rate term loans	30,000
Total principal debt outstanding (1)	$	605,000

(1)As of September 30, 2023, the weighted average interest rate on our total debt outstanding was 3.7%.

We have entered, and may continue to enter, into additional derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a given variable rate financial instrument. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We manage the market risk associated with interest rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We have not entered, and do not intend to enter, into derivative or interest rate swap transactions for speculative purposes. We may also enter into rate-lock arrangements to lock interest rates on future borrowings.

In addition to changes in interest rates, the value of our future investments will be subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt, if necessary.

We do not have any foreign operations and thus we are not exposed to foreign currency fluctuation risks.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we conducted an evaluation as of September 30, 2023, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of September 30, 2023, were effective at a reasonable assurance level.

(b) Changes in internal control over financial reporting. There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any material pending legal proceedings to which we are a party or to which our properties are the subject.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 16, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

On July 1, 2023, we granted an aggregate of 55,350.55 shares of restricted Class A common stock to our five independent directors. Each independent director received 11,070.11 shares of restricted Class A common stock that will vest on July 1, 2024. The awards were granted under and subject to the terms of our Amended and Restated 2014 Restricted Share Plan and an award agreement.

During the three months ended September 30, 2023, we fulfilled the following repurchase requests pursuant to our Share Repurchase Program:


Period	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans and Programs	Approximate Dollar Value of Shares Available that may yet be Repurchased under the Program
July 1, 2023 - July 31, 2023	394,788	$	8.13	—	$	—
August 1, 2023 - August 31, 2023	21,091	$	8.13	—	$	—
September 1, 2023 - September 30, 2023	—	$	—	—	$	—
Total	415,879			—

During the three months ended September 30, 2023, we repurchased approximately $3,382,000 of Class A shares, Class I shares and Class T shares of common stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(c) Insider trading arrangements and policies. During the three months ended September 30, 2023, none of the Company’s officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits.


Exhibit No:
3.1						Third Articles of Amendment and Restatement (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on August 15, 2022, and incorporated herein by reference).

3.2						Second Amended and Restated Bylaws of Sila Realty Trust, Inc. (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on June 20, 2023, and incorporated here by reference).

31.1*						Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*						XBRL Instance Document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).



*			Filed herewith.
**			Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		SILA REALTY TRUST, INC.
		(Registrant)

Date: November 8, 2023	By:	/s/ MICHAEL A. SETON
		Michael A. Seton
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 8, 2023	By:	/s/ KAY C. NEELY
		Kay C. Neely
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)