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and its subsidiaries, including Griffin-American Healthcare REIT IV Holdings, LP, except where otherwise noted.
−Removed: Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, was incorporated on January 23, 2015 and therefore we consider that our date of inception.
−Removed: We were initially capitalized on February 6, 2015 .
−Removed: We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, skilled nursing facilities, senior housing and other healthcare-related facilities.
+Added: Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, invests in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, skilled nursing facilities and senior housing facilities that produce current income.
We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).
−Removed: We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis.
−Removed: We generally seek investments that produce current income.
We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT.
−Removed: On February 16, 2016, we commenced our initial public offering, or our initial offering, in which we were initially offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in shares of our Class T common stock in the primary portion of our initial offering and up to $150,000,000 in shares of our Class T common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP.
−Removed: Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we were offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in the primary portion of our initial offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP, aggregating up to $3,150,000,000 .
−Removed: On February 15, 2019, we terminated our initial offering, and as of such date, we sold 75,639,681 aggregate shares of our Class T and Class I common stock, or approximately $754,118,000 , and a total of $31,021,000 in distributions were reinvested that resulted in 3,253,535 shares of our common stock being issued pursuant to the DRIP portion of our initial offering.
−Removed: On January 18, 2019, we filed a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, to register a maximum of $100,000,000 of additional shares of our common stock to be issued pursuant to the DRIP, or the 2019 DRIP Offering.
−Removed: The Registration Statement on Form S-3 was automatically effective with the SEC upon its filing.
+Added: We raised $754,118,000 through a best efforts initial public offering, or our initial offering, and issued 75,639,681 aggregate shares of our Class T and Class I shares of our common stock.
+Added: In addition, during our initial offering, we issued 3,253,535 aggregate shares of our Class T and Class I common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP, for a total of $31,021,000 in distributions reinvested.
+Added: Following the deregistration of our initial offering, we continued issuing shares of our common stock pursuant to the DRIP through a subsequent offering, or the 2019 DRIP Offering.
We commenced offering shares pursuant to the 2019 DRIP Offering on March 1, 2019, following the termination of our initial offering on February 15, 2019.
−Removed: We collectively refer to the DRIP portion of our initial offering and the 2019 DRIP Offering as our DRIP Offerings.
+Added: On March 18, 2021, our board of directors, or our board, authorized the suspension of the DRIP, effective as of April 1, 2021.
+Added: See the “Key developments” section below for a further discussion of the 2019 DRIP Offering and the DRIP.
As of December 31, 2020, a total of $41,471,000 in distributions were reinvested that resulted in 4,342,059 shares of our common stock being issued pursuant to the 2019 DRIP Offering.
−Removed: On April 4, 2019, our board of directors, or our board, at the recommendation of the audit committee of our board, comprised solely of independent directors, unanimously approved and established an updated estimated per share net asset value, or NAV, of our common stock of $9.54.
−Removed: We provide this estimated per share NAV to assist broker-dealers in connection with their obligations under Financial Industry Regulatory Authority, or FINRA, Rule 2231 with respect to customer account statements.
−Removed: The estimated per share NAV is based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2018.
−Removed: This valuation was performed in accordance with the methodology provided in Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs , issued by the Institute for Portfolio Alternatives, or the IPA, in April 2013, in addition to guidance from the SEC.
−Removed: We intend to continue to publish an updated estimated per share NAV on at least an annual basis.
−Removed: See our Current Report on Form 8-K filed with the SEC on April 8, 2019, for more information on the methodologies and assumptions used to determine, and the limitations and risks of, our updated estimated per share NAV.
+Added: We collectively refer to the DRIP portion of our initial offering and the 2019 DRIP Offering as our DRIP Offerings.
We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership.
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Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary.
−Removed: Our advisor is 75.0% owned and managed by wholly owned subsidiaries of American
−Removed: Healthcare Investors, LLC, or American Healthcare Investors, and 25.0% owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital, or collectively, our co-sponsors.
+Added: Our advisor is 75.0% owned and managed by wholly owned subsidiaries of American Healthcare Investors, LLC, or American Healthcare Investors, and 25.0% owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital, or collectively, our co-sponsors.
American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony Capital, Inc.
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We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony Capital or Mr.
−Removed: however, we are affiliated with Griffin-American Healthcare REIT IV Advisor, LLC, American Healthcare Investors and AHI Group Holdings.
+Added: however, we are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings.
+Added: Since March 2020, the coronavirus, or COVID-19, pandemic has been dramatically impacting the United States, which has resulted in an aggressive worldwide effort to contain the spread of the virus.
+Added: These efforts have significantly and adversely disrupted economic markets and impacted commercial activity worldwide, including markets in which we own and/or operate properties, and the prolonged economic impact remains uncertain.
+Added: In addition, the continuously evolving nature of the COVID-19 pandemic makes it difficult to ascertain the long-term impact it will have on real estate markets and our portfolio of investments.
+Added: Considerable uncertainty still surrounds the COVID-19 pandemic and its effects on the population, as well as the effectiveness of any responses taken on national and local levels by government and public health authorities and businesses to contain and combat the outbreak and spread of the virus, including the widespread availability and use of effective vaccines.
+Added: In particular, government-imposed business closures and re-opening restrictions, as well as self-imposed restrictions of discretionary activities, have dramatically impacted the operations of our real estate investments and our tenants across the country, such as creating significant declines in resident occupancy.
+Added: Further, our senior housing facilities have also experienced dramatic increases and may continue to experience increases in costs to care for residents;
+Added: particularly labor costs to maintain staffing levels to care for the aged population during this crisis, costs of COVID-19 testing of employees and residents and costs to procure the volume of personal protective equipment, or PPE, and other supplies required.
+Added: For a further discussion of the impact of the COVID-19 pandemic to our business, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Key developments
−Removed: On April 4, 2019, our board, at the recommendation of the audit committee of our board, comprised solely of independent directors, unanimously approved and established the most recent estimated per share NAV of our common stock of $9.54.
−Removed: On November 1, 2019, we entered into an amendment to our line of credit and term loans with Bank of America, N.A., KeyBank, National Association and a syndicate of other banks, as lenders.
−Removed: The material terms of such amendment increased the term loan commitment by $45,000,000 and increased the revolving line of credit by $85,000,000, which increased the aggregate borrowing capacity to $530,000,000.
−Removed: See Note 7, Line of Credit and Term Loans , to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion.
−Removed: As of March 19, 2020 , we had completed 46 property acquisitions whereby we owned 89 properties, comprising 94 buildings, or approximately 4,863,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $1,087,588,000.
−Removed: As of March 19, 2020 , we also own a 6.0% interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses.
+Added: • On March 31, 2020, in consideration of the impact the COVID-19 pandemic has had on the United States, globally, and our business operations, as well as to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects, our board decreased our distributions to stockholders to an annualized distribution rate of $0.40 per share.
+Added: In addition, on March 31, 2020, our board suspended our share repurchase plan with respect to all repurchase requests other than repurchases resulting from the death or qualifying disability of stockholders, beginning with share repurchase requests submitted for repurchase during the second quarter of 2020.
+Added: • In October 2020, our board established a special committee of our board, which consists of all of our independent directors, to investigate and analyze strategic alternatives, including but not limited to, the sale of our assets, a listing of our shares on a national securities exchange, or a merger with another entity, including a merger with another unlisted entity that we expect would enhance our value.
+Added: There can be no assurance that this strategic alternative review process will result in a transaction being pursued, or if pursued, that any such transaction would ultimately be consummated.
+Added: For a further discussion, see Part III, Item 10, Directors, Executive Officers and Corporate Governance.
+Added: • In connection with the strategic alternative review process and in order to facilitate a strategic transaction, on March 18, 2021, our board authorized the suspension of the DRIP, effective as of April 1, 2021.
+Added: As a consequence of the suspension of the DRIP, beginning with the April 2021 distributions, which will be payable on or about May 1, 2021, there will be no further issuances of shares pursuant to the DRIP, unless and until our board reinstates the DRIP, and stockholders who are participants in the DRIP will receive cash distributions instead.
+Added: In addition, on March 18, 2021, our board approved the suspension of our share repurchase plan with respect to all repurchase requests received by us after February 28, 2021, including repurchases resulting from the death or qualifying disability of stockholders.
+Added: See Note 12, Equity, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our share repurchase plan.
+Added: • On March 18, 2021, our board, at the recommendation of the audit committee of our board, comprised solely of independent directors, unanimously approved and established an updated estimated per share NAV of our common stock of $9.22 as of September 30, 2020.
+Added: For a further discussion, see Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
+Added: • As of March 16, 2021, we owned 89 properties, comprising 94 buildings, or approximately 4,871,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $1,092,381,000.
+Added: As of March 16, 2021, we also owned a 6.0% interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses.
Our Structure
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The contents of that site are not incorporated by reference in, or otherwise a part of, this filing.
−Removed: We make our periodic and current reports, and all amendments to those reports, available at http://www.healthcarereitiv.com as soon as reasonably practicable after such materials are electronically filed with the SEC.
+Added: We make our periodic and current reports, and all amendments to those reports, available at http://www.healthcarereitiv.com as soon as reasonably practicable after such materials are electronically filed with the United States Securities and Exchange Commission, or the SEC.
They also are available for printing by any stockholder upon request.
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We have invested, and may continue to invest, in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, skilled nursing facilities, senior housing and other healthcare-related facilities.
−Removed: On an infrequent and opportunistic basis, we also may originate or acquire real estate-related investments such as mortgage, mezzanine, bridge and other loans, common and preferred stock of, or other interests in, public or private unaffiliated real estate companies, commercial mortgage-backed securities, and certain other securities, including collateralized debt obligations and foreign securities.
−Removed: We have acquired properties and may continue to acquire properties either directly or jointly with third parties.
+Added: On an infrequent and opportunistic basis, we also may originate or acquire secured loans and other real estate-related investments.
+Added: We have acquired, and may continue to acquire, properties either directly or jointly with third parties.
We generally seek investments that produce current income;
+Added: however, when and as determined appropriate by our advisor, our portfolio may include properties in various stages of development other than those producing current income.
+Added: These stages include unimproved land both with and without entitlements and permits, property to be redeveloped and repositioned, newly constructed properties and properties in lease-up or other stabilization, all of which have limited or no relevant operating histories and current income.
+Added: Our advisor makes such investment determinations based upon a variety of factors, including the available risk-adjusted returns for such properties when compared with other available properties, the appropriate diversification of the portfolio and our objectives of realizing both current income and capital appreciation upon the ultimate sale of properties.
We seek to maximize long-term stockholder value by generating sustainable growth in cash flows and portfolio value.
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See “Investment Company Act Considerations” below for a further discussion.
−Removed: In addition, when and as determined appropriate by our advisor, our portfolio may also include properties in various stages of development other than those producing current income.
−Removed: These stages would include, without limitation, unimproved land both with and without entitlements and permits, property to be redeveloped and repositioned, newly constructed properties and properties in lease-up or other stabilization, all of which will have limited or no relevant operating histories and no current income.
−Removed: Our advisor will make this determination based upon a variety of factors, including the available risk-adjusted returns for such properties when compared with other available properties, the appropriate diversification of the portfolio, and our objectives of realizing both current income and capital appreciation upon the ultimate sale of properties.
For each of our investments, regardless of property type, we seek to invest in properties with the following attributes:
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We seek to acquire properties where the future expected capital needs can be reasonably projected in a manner that would enable us to meet our objectives of growth in cash flows and preservation of capital and stability.
+Added: • Cash Flows.
We seek to acquire properties where the current and projected cash flows, including the potential for appreciation in value, would enable us to meet our overall investment objectives.
We evaluate cash flows as well as expected growth and the potential for appreciation.
−Removed: We have not invested more than 10.0% of the proceeds available for investment from our initial offering in unimproved or non-income producing properties or in other investments relating to unimproved or non-income producing property.
−Removed: A property is considered unimproved or currently non-income producing property for purposes of this limitation if it:
−Removed: (i) is not acquired for the purpose of currently producing rental or other operating income;
−Removed: or (ii) has no development or construction in process at the date of acquisition or planned in good faith to commence within one year of the date of acquisition.
−Removed: We have not invested more than 10.0% of the proceeds available for investment from our initial offering in commercial mortgage-backed securities.
−Removed: In addition, we have not invested more than 10.0% of the proceeds available for investment from our initial offering in equity securities of public or private real estate companies.
We are not limited as to the geographic areas where we may acquire properties.
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The consideration for each real estate investment must be authorized by a majority of our directors or a duly authorized committee of our board, and ordinarily is based on the fair market value of the investment.
−Removed: If the majority of our independent directors or a duly authorized committee of our board so determines, or if the investment is to be acquired from one of our co-sponsors, our advisor, any of our directors or an affiliate thereof, the fair market value determination must be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of our independent directors.
+Added: If the majority of our independent directors or a duly authorized committee of our board so determines, or if the investment is to be acquired from one of our co-sponsors, our advisor, any of our directors or an affiliate, the fair market value determination must be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of our independent directors.
Our real estate investments generally take the form of holding fee title or long-term leasehold interests.
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In addition, we have participated in sale-leaseback transactions in which we purchase real estate investments and lease them back to the sellers of such properties.
−Removed: Our advisor will use its best efforts to structure any such sale-leaseback transaction
−Removed: such that the lease will be characterized as a “true lease” and so that we will be treated as the owner of the property for federal income tax purposes.
+Added: Our advisor will use its best efforts to structure any such sale-leaseback transaction such that the lease will be characterized as a “true lease” and so that we will be treated as the owner of the property for federal income tax purposes.
Our obligation to close a transaction involving the purchase of real estate is generally conditioned upon the delivery and verification of certain documents from the seller or developer, including, where appropriate:
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We have obtained, and we intend to continue to obtain, adequate insurance coverage for all real estate investments in which we invest.
−Removed: We have acquired, and we intend to continue to acquire, leased properties with long-term leases and we generally do not intend to operate any healthcare-related facilities directly.
+Added: We have acquired, and may continue to acquire, leased properties with long-term leases and we generally do not intend to operate any healthcare-related facilities directly.
As a REIT, we are prohibited from operating healthcare-related facilities directly;
−Removed: however, from time to time we have leased and may continue to lease a healthcare-related facility that we acquire to a wholly owned taxable REIT subsidiary, or TRS.
−Removed: In such an event, our TRS will engage a third party in the business of operating healthcare-related facilities to manage the property utilizing a RIDEA structure.
+Added: however, we have leased and may continue to lease healthcare-related facilities that we acquire to wholly owned taxable REIT subsidiaries, or TRS.
+Added: In such an event, our TRS will engage a third party in the business of operating healthcare-related facilities to manage the property utilizing a RIDEA structure permitted by the Code.
+Added: Through our TRS, we bear all operational risks and liabilities associated with the operation of such healthcare-related facilities unlike our triple-net leased properties.
+Added: Such operational risks and liabilities include, but are not limited to, resident quality of care claims and governmental reimbursement matters.
+Added: Construction and Development Activities
+Added: From time to time, we may construct and develop real estate assets or render services in connection with these activities.
+Added: We may be able to reduce overall purchase costs by constructing and developing property versus purchasing an existing property.
+Added: We retain and will continue to retain independent contractors to perform the actual construction work on tenant improvements, such as installing heating, ventilation and air conditioning systems.
+Added: Additionally, in the event that our advisor assists with planning and coordinating the construction of any tenant improvements or capital improvements, our advisor may be paid a construction management fee of up to 5.0% of the cost of such improvements.
+Added: We may also engage our advisor or its affiliates to provide development-related services for all or some of the properties that we develop or acquire for refurbishment.
+Added: In those cases, we pay our advisor or its affiliates a development fee that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided.
+Added: However, we do not pay a development fee to our advisor or its affiliates if our advisor or any of its affiliates elect to receive an acquisition fee based on the cost of such development.
Joint Ventures
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Joint ventures with unaffiliated third parties may be structured such that the investment made by us and the co-venturer are on substantially different terms and conditions.
−Removed: For example, while we and a co-venturer may invest an equal amount of capital in an investment, the investment may be structured such that we have a right to priority distributions of cash flows up to a certain target return while the co-venturer may receive a disproportionately greater share of cash flows than we are to receive once such target return has been achieved.
+Added: For example, while we and a co-venturer may invest an equal amount of capital in an investment, the investment may be structured such that we have a right to priority distributions of cash flows up to
+Added: a certain target return while the co-venturer may receive a disproportionately greater share of cash flows than we are to receive once such target return has been achieved.
This type of investment structure may result in the co-venturer receiving more of the cash flows, including appreciation, of an investment than we would receive.
See Item 1A, Risk Factors — Risks Related to Joint Ventures, for a further discussion.
−Removed: We may invest in general partnerships or joint ventures with other Griffin Capital programs or American Healthcare Investors-sponsored programs or affiliates of our advisor to enable us to increase our equity participation in such ventures, so that ultimately we own a larger equity percentage of the property.
+Added: We have invested, and may continue to invest, in general partnerships or joint ventures with other American Healthcare Investors-sponsored programs or Griffin Capital programs or affiliates of our advisor to enable us to increase our equity participation in such ventures, so that ultimately we own a larger equity percentage of the property.
Our entering into joint ventures with our advisor or any of its affiliates may result in certain conflicts of interest.
−Removed: See Item 1A, Risk Factors — Risks Related to Conflicts of Interest — We have entered into and may continue to enter into joint ventures with other programs sponsored or advised by one of our co-sponsors or one of their affiliates and may face conflicts of interest or disagreements with our joint venture partners that may not be resolved as quickly or on terms as advantageous to us as would be the case if the joint venture had been negotiated at arm’s-length with an independent joint venture partner, for a further discussion.
−Removed: We may only enter into joint ventures with other Griffin Capital programs or American Healthcare Investors-sponsored programs, affiliates of our advisor or any of our directors for the acquisition of properties if:
+Added: See Item 1A, Risk Factors — Risks Related to Conflicts of Interest — We have entered into a joint venture with another program and may continue to enter into joint venture programs sponsored or advised by one of our co-sponsors or one of their affiliates and may face conflicts of interest or disagreements with our joint venture partners that may not be resolved as quickly or on terms as advantageous to us as would be the case if the joint venture had been negotiated at arm’s-length with an independent joint venture partner, for a further discussion.
+Added: We may only enter into joint ventures with other American Healthcare Investors-sponsored programs or Griffin Capital programs, affiliates of our advisor or any of our directors for the acquisition of properties if:
• a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction, approves the transaction as being fair and reasonable to us;
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Real Estate-Related Investments
−Removed: In addition to our acquisition of medical office buildings, skilled nursing facilities, senior housing and other healthcare-related facilities, on an infrequent and opportunistic basis, we also may invest in real estate-related investments, including loans (mortgage, mezzanine, bridge and other loans) and securities investments (common and preferred stock of or other interests in public or private unaffiliated real estate companies, commercial mortgage-backed securities, and certain other securities, including collateralized debt obligations and foreign securities).
+Added: In addition to our acquisition of medical office buildings, skilled nursing facilities and senior housing and other healthcare-related facilities, on an infrequent and opportunistic basis, we also may invest in real estate-related investments, including loans and securities investments.
Investing In and Originating Loans
−Removed: Our criteria for making or investing in loans will be substantially the same as those involved in our investment in properties.
−Removed: We do not intend to make loans to other persons, to underwrite securities of other issuers or to engage in the purchase and sale of any types of investments other than those relating to real estate.
−Removed: We will not make or invest in mortgage loans, including a construction loan, on any one property if the aggregate amount of all mortgage loans outstanding on the property, including our loan, would exceed an amount equal to 85.0% of the appraised value of the property, as determined by an appraiser, unless we find substantial justification due to other underwriting criteria;
−Removed: however, our policy generally will be that the aggregate amount of all mortgage loans outstanding on the property, including our loan, would not exceed 75.0% of the appraised value of the property.
−Removed: We may find such justification in connection with the purchase of loans in cases in which we believe there is a high probability of our foreclosure upon the property in order to acquire the underlying assets and in which the cost of the loan investment does not exceed the fair market value of the underlying property.
−Removed: We will not invest in or make loans unless an appraisal has been obtained concerning the underlying property, except for those loans insured or guaranteed by a government or government agency.
−Removed: In cases in which a majority of our independent directors so determine and in the event the transaction is with one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates, the appraisal will be obtained from a certified independent appraiser to support its determination of fair market value.
We may invest in first and second mortgage loans, mezzanine loans and bridge loans.
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Mortgage participation investments are investments in partial interests of mortgages of the type described above that are made and administered by third-party mortgage lenders.
−Removed: In evaluating prospective loan investments, our advisor considers factors such as the following:
−Removed: the ratio of the investment amount to the underlying property’s value;
−Removed: the property’s potential for capital appreciation;
−Removed: expected levels of rental and occupancy rates;
−Removed: the condition and use of the property;
−Removed: current and projected cash flows of the property;
−Removed: potential for rent increases;
−Removed: the degree of liquidity of the investment;
−Removed: the property’s income-producing capacity;
−Removed: the quality, experience and creditworthiness of the borrower;
−Removed: general economic conditions in the area where the property is located;
−Removed: in the case of mezzanine loans, the ability to acquire the underlying real property;
−Removed: other factors that our advisor believes are relevant.
+Added: In evaluating prospective loan investments, our advisor considers factors, including, but not limited to:
+Added: the ratio of the investment amount to the underlying property’s value, current and projected cash flows of the property, the degree of liquidity of the investment, the quality, experience and creditworthiness of the borrower and, in the case of mezzanine loans, the ability to acquire the underlying real property.
+Added: Our criteria for making or investing in loans will be substantially the same as those involved in our investment in properties.
+Added: We do not intend to make loans to other persons, to underwrite securities of other issuers or to engage in the purchase and sale of any types of investments other than those relating to real estate.
+Added: We will not make or invest in mortgage loans on any one property if the aggregate amount of all mortgage loans outstanding on the property, including our loan, would exceed an amount equal to 85.0% of the appraised value of the property, as determined by an appraiser, unless we find substantial justification due to other underwriting criteria;
+Added: however, our policy generally will be that the aggregate amount of all mortgage loans outstanding on the property, including our loan, would not exceed 75.0% of the appraised value of the property.
+Added: We may find such justification in connection with the purchase of loans in cases in which we believe there is a high probability of our foreclosure upon the property in order to acquire the underlying assets and in which the cost of the loan investment does not exceed the fair market value of the underlying property.
+Added: We will not invest in or make loans unless an appraisal has been obtained concerning the underlying property, except for those loans insured or guaranteed by a government or government agency.
+Added: In cases in which a majority of our independent directors so determine and in the event the transaction is with one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates, the appraisal will be obtained from a certified independent appraiser to support its determination of fair market value.
In addition, we will seek to obtain a customary lender’s title insurance policy or commitment as to the priority of the mortgage or condition of the title.
Because the factors considered, including the specific weight we place on each factor, will vary for each prospective loan investment, we do not, and are not able to, assign a specific weight or level of importance to any particular factor.
−Removed: We may purchase existing loans from affiliates, and we may make or invest in loans in which the borrower is an affiliate.
Our advisor will evaluate all potential loan investments to determine if the security for the loan and the loan-to-value ratio meets our investment criteria and objectives.
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We have not established a portfolio turnover policy with respect to loans we may invest in or originate.
−Removed: Our loan investments may be subject to regulation by federal, state and local authorities and subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, including among other things, regulating credit granting activities, establishing maximum interest rates and finance charges, requiring disclosures to customers, governing secured transactions and setting collection, repossession and claims handling procedures and other trade practices.
−Removed: In addition, certain states have enacted legislation requiring the licensing of mortgage bankers or other lenders and these requirements may affect our ability to effectuate our proposed investments in loans.
−Removed: Commencement of operations in these or other jurisdictions may be dependent upon a finding of our financial responsibility, character and fitness.
−Removed: We may determine not to make loans in any jurisdiction in which the regulatory authority determines that we have not complied in all material respects with applicable requirements.
Investing in Securities
We may invest in the following types of securities:
−Removed: (i) equity securities such as common stocks, preferred stocks and convertible preferred securities of public or private unaffiliated real estate companies (including other REITs, real estate operating companies and other real estate companies);
−Removed: (ii) debt securities such as commercial mortgage-backed securities and debt securities issued by other unaffiliated real estate companies;
+Added: (i) up to 10.0% of our total assets in equity securities such as common stocks, preferred stocks and convertible preferred securities of public or private unaffiliated real estate companies (including other REITs, real estate operating companies and other real estate companies);
+Added: (ii) up to 10.0% of our total assets in debt securities such as commercial mortgage-backed securities and debt securities issued by other unaffiliated real estate companies;
and (iii) certain other types of securities that may help us reach our diversification and other investment objectives.
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and (iii) exposure limits to securities subclasses (such as common equities, debt securities and foreign securities).
−Removed: Within this framework, our advisor will evaluate specific criteria for each prospective securities investment including, but not limited to:
−Removed: positioning the overall portfolio to achieve an optimal mix of real estate and real estate-related investments;
−Removed: diversification benefits relative to the rest of the securities assets within our portfolio;
−Removed: fundamental securities analysis;
−Removed: quality and sustainability of underlying property cash flows;
−Removed: broad assessment of macroeconomic data and regional property level supply and demand dynamics;
−Removed: potential for delivering high current income and attractive risk-adjusted total returns;
−Removed: additional factors considered important to meeting our investment objectives.
Commercial mortgage-backed securities are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans.
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We may invest in investment grade and non-investment grade commercial mortgage-backed securities.
−Removed: However, we have not invested more than 10.0% of the proceeds available for investment from our initial offering in commercial mortgage-backed securities.
−Removed: We have not invested more than 10.0% of the proceeds available for investment from our initial offering in equity securities of public or private real estate companies.
−Removed: The specific number and mix of securities in which we invest will depend upon real estate market conditions, other circumstances existing at the time we are investing in securities, the amount of any future indebtedness that we may incur and any possible future equity offerings.
+Added: The specific number and mix of securities in which we invest will depend upon real estate market conditions, other circumstances existing at the time we are investing in securities and the amount of any future indebtedness that we may incur.
We will not invest in securities of other issuers for the purpose of exercising control and the first or second mortgages in which we intend to invest will likely not be insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs or otherwise guaranteed or insured.
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We have also used, and may continue to use, derivative financial instruments such as fixed interest rate swaps and caps to add stability to interest expense and to manage our exposure to interest rate movements.
−Removed: We anticipate that our overall leverage will not exceed 50.0% of the combined market value of all of our real estate, real estate-related investments and joint venture interests, as determined at the end of each calendar year.
−Removed: For these purposes, the fair market value of each asset will be equal to the purchase price paid for the asset or, if the asset was appraised subsequent to the date of purchase, then the fair market value will be equal to the value reported in the most recent independent appraisal of the asset.
+Added: We anticipate that our overall leverage will approximate 50.0% of the combined market value of all of our real estate, real estate-related investments and joint venture interests, as determined at the end of each calendar year.
+Added: For these purposes, the fair market value of each asset will be equal to the purchase price paid for the asset or, if the asset was appraised subsequent
+Added: to the date of purchase, then the fair market value will be equal to the value reported in the most recent independent appraisal of the asset.
Our borrowing policies do not limit the amount we may borrow with respect to any individual investment.
−Removed: As of December 31, 2019 , our aggregate borrowings were 36.3% of the combined market value of all our real estate and joint venture interest.
+Added: As of December 31, 2020, our aggregate borrowings were 39.5% of the combined market value of all our real estate investments.
Our board reviews our aggregate borrowings at least quarterly to ensure that such borrowings are reasonable in relation to our net assets.
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We may also incur indebtedness to finance improvements to properties and, if necessary, for working capital needs or to meet the distribution requirements applicable to REITs under the federal income tax laws.
−Removed: In addition, if our cash flows from operations are not sufficient to pay the stockholder servicing fee paid with respect to our shares of Class T common stock sold, we will pay the stockholder servicing fee through borrowings in anticipation of future cash flows.
As of March 26, 2021 and December 31, 2020, our leverage did not exceed 300% of the value of our net assets.
−Removed: By operating on a leveraged basis, we have more funds available for our investments.
−Removed: This generally enables us to make more investments than would otherwise be possible, potentially resulting in enhanced investment returns and a more diversified portfolio.
+Added: Our charter restricts us from borrowing money from one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates unless such loan is approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties.
+Added: Our board controls our strategies with respect to borrowing and may change such strategies at any time without stockholder approval, subject to the maximum borrowing limit of 300% of our net assets described above.
Our advisor uses its best efforts to obtain financing on the most favorable terms available to us and refinances assets during the term of a loan only in limited circumstances, such as when a decline in interest rates makes it beneficial to prepay an existing loan, when an existing loan matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment.
The benefits of the refinancing may include increased cash flows resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing, and an increase in diversification and assets owned if all or a portion of the refinancing proceeds are reinvested.
−Removed: Our charter restricts us from borrowing money from one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates unless such loan is approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties.
When incurring secured debt, we may incur recourse indebtedness, which means that the lenders’ rights upon our default generally will not be limited to foreclosure on the property that secured the obligation.
If we incur mortgage indebtedness, we will endeavor to obtain level payment financing, meaning that the amount of debt service payable would be substantially the same each year, although some mortgages are likely to provide for one large payment and we may incur floating or adjustable rate financing when our board determines it to be in our best interest.
−Removed: Our board controls our strategies with respect to borrowing and may change such strategies at any time without stockholder approval, subject to the maximum borrowing limit of 300% of our net assets described above.
−Removed: Real Estate Acquisitions
−Removed: Our advisor evaluates various potential investments on our behalf and engage in discussions and negotiations with real property sellers, developers, brokers, lenders, investment managers and others regarding such potential investments.
−Removed: We expect that this will normally occur upon the signing of a purchase agreement for the acquisition of a specific, significant property or real estate-related investment, but may occur before or after such signing or upon the satisfaction or expiration of major contingencies in any such purchase agreement, depending on the particular circumstances surrounding each potential investment.
Sale or Disposition of Assets
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The determination of whether a particular property or real estate-related investment should be sold or otherwise disposed of will be made after consideration of the relevant factors, including prevailing economic conditions, with a view toward maximizing our investment objectives.
−Removed: Construction and Development Activities
−Removed: From time to time, we may construct and develop real estate assets or render services in connection with these activities.
−Removed: We may be able to reduce overall purchase costs by constructing and developing property versus purchasing a finished property.
−Removed: We retain and will continue to retain independent contractors to perform the actual construction work on tenant improvements, such as installing heating, ventilation and air conditioning systems.
−Removed: Additionally, we may engage our advisor or its affiliates to provide development-related services for all or some of the properties that we develop or acquire for refurbishment.
−Removed: In those cases, we pay our advisor or its affiliates a development fee that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided.
−Removed: However, we do not pay a development fee to our advisor or its affiliates if our advisor or any of its affiliates elect to receive an acquisition fee based on the cost of such development.
−Removed: In the event that our advisor assists with planning and coordinating the construction of any tenant improvements or capital improvements, our advisor may be paid a construction management fee of up to 5.0% of the cost of such improvements.
−Removed: Terms of Leases
−Removed: The terms and conditions of any lease we enter into with our tenants may vary substantially from those we describe in this Annual Report on Form 10-K.
−Removed: However, we expect that a majority of our leases will require the tenant to pay or reimburse us for some or all of the operating expenses of the building based on the tenant’s proportionate share of rentable space within the building.
−Removed: Operating expenses typically include, but are not limited to, real estate and other taxes, utilities, insurance and building repairs, and other building operation and management costs.
−Removed: We expect to be responsible for the replacement of specific structural components of a property such as the roof of the building or the parking lot.
−Removed: We expect that many of our leases will have terms of five or more years, some of which may have renewal options.
Board Review of Our Investment Policies and Report of Independent Directors
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and (iv) our borrowings will enable us to purchase assets and earn more real estate revenue earlier than we would otherwise have been able to, thereby increasing our likelihood of generating income for our stockholders and preserving stockholder capital.
−Removed: We qualified and elected to be taxed as a REIT under the Code beginning with our taxable year ended December 31, 2016.
−Removed: To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including our requirement to currently distribute at least 90.0% of our annual taxable income, excluding net capital gains, to our stockholders.
+Added: Tax Status and Distribution Policy
As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
−Removed: Distribution Policy
−Removed: In order to maintain our qualification as a REIT for federal income tax purposes, among other things, we are required to distribute at least 90.0% of our annual taxable income, excluding net capital gains, to our stockholders.
+Added: We qualified, and elected to be taxed, as a REIT under the Code beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT.
+Added: To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our annual taxable income, excluding net capital gains, to our stockholders.
+Added: Existing Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs can satisfy the distribution requirement by distributing a combination of cash and stock to stockholders.
+Added: In general, to qualify under the safe harbor, each stockholder must elect to receive either cash or stock, and the aggregate cash component of the distribution to stockholders must represent at least 20.0% of the total distribution.
+Added: In May 2020, the IRS issued similar guidance that lowered the cash component of the distribution to 10.0% for dividends declared between April 1, 2020 and December 31, 2020.
We cannot predict if we will generate sufficient cash flows to continue to pay cash distributions to our stockholders on an ongoing basis or at all.
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These methods of obtaining funds could affect future distributions by increasing operating costs.
−Removed: We did not establish any limit on the amount of net proceeds from our initial offering, and we have not established any limit on the amount of net proceeds from any future offerings, that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would:
+Added: We have not established any limit on the amount of net proceeds from our initial offering or borrowings that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would:
(i) cause us to be unable to pay our debts as they become due in the usual course of business;
or (ii) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences.
−Removed: To the extent that distributions to our stockholders are paid out of our current or accumulated earnings and profits, such distributions are taxable as ordinary income.
−Removed: To the extent that our distributions exceed our current and accumulated earnings and profits, such amounts constitute a return of capital to our stockholders for federal income tax purposes, to the extent of their basis in their stock and thereafter will constitute capital gain.
−Removed: Any portion of distributions to our stockholders paid from net offering proceeds constitutes a return of capital to our stockholders.
+Added: To the extent that any distributions to our stockholders are paid out of our current or accumulated earnings and profits, such distributions are taxable as ordinary income.
+Added: To the extent that any of our distributions exceed our current and accumulated earnings and profits, such amounts constitute a return of capital to our stockholders for federal income tax purposes, to the extent of their basis in their stock and thereafter will constitute capital gain.
+Added: Any portion of distributions to our stockholders paid from net offering proceeds or borrowings constitutes a return of capital to our stockholders.
Monthly distributions are calculated with daily record dates so distribution benefits begin to accrue immediately upon becoming a stockholder.
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See Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distributions, for a further discussion of distributions approved by our board.
−Removed: We compete with many other entities engaged in real estate investment activities for acquisitions of medical office buildings, skilled nursing facilities, senior housing and other healthcare-related facilities, including international, national, regional and local operators, acquirers and developers of healthcare real estate properties.
−Removed: The competition for healthcare real estate properties may significantly increase the price we must pay for medical office buildings, skilled nursing facilities, senior housing and other healthcare-related facilities or other assets we seek to acquire, and our competitors may succeed in acquiring those properties or assets themselves.
−Removed: In addition, our potential acquisition targets may find our competitors to be more attractive because they may have greater resources, may be willing to pay more for the properties or may have a more compatible operating philosophy.
−Removed: In particular, larger healthcare REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies.
−Removed: Further, the number of entities and the amount of funds competing for suitable investment properties may increase.
−Removed: This competition will result in increased demand for these assets, and therefore, increased prices paid for them.
−Removed: If there is an increased interest in single-property acquisitions among tax-motivated individual purchasers, we may pay higher prices per property if we purchase single properties in comparison with portfolio acquisitions.
−Removed: If we pay higher prices per property for medical office buildings, skilled nursing facilities, senior housing or other healthcare-related facilities, our business, financial condition, results of operations and our ability to pay distributions to our stockholders may be materially and adversely affected and our stockholders may experience a lower return on their investment.
−Removed: In addition, income from our investments is dependent on the ability of our tenants and operators to compete with other healthcare operators.
−Removed: These operators compete on a local and regional basis for residents and patients and the operators’ ability to successfully attract and retain residents and patients depends on key factors such as the number of facilities in the local market, the types of services available, the quality of care, reputation, age and appearance of each facility and the cost of care in each locality.
−Removed: Private, federal and state payment programs and the effect of other laws and regulations may also have a significant impact on the ability of our tenants and operators to compete successfully for residents and patients at the properties.
+Added: We compete with many other entities engaged in the acquisition, development, leasing and financing of healthcare-related real estate investments.
+Added: Our ability to successfully compete is impacted by economic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction and development costs and applicable laws and regulations.
+Added: Income from our investments is dependent on the ability of our tenants and operators to compete with other healthcare operators.
+Added: These operators compete on a local and regional basis for patients and residents and the operators’ ability to successfully attract and retain patients and residents depends on key factors such as the number of properties in the local market, the quality of the affiliated health system, proximity to hospital campuses, the price and range of services available, the scope and quality of care, reputation, age and appearance of each property, demographic trends and the cost of care in each locality.
+Added: As a result, we may have to provide rent concessions, incur charges for tenant improvements, or offer other inducements, or we may be unable to timely lease vacant space in our properties, all of which may have an adverse impact on our results of operations.
+Added: Private, federal and state payment programs and the effect of other laws and regulations may also have a significant impact on the ability of our tenants and operators to compete successfully for patients and residents at the properties.
For additional information on the risks associated with our business, please see Item 1A, Risk Factors.
Government Regulations
−Removed: Many laws and governmental regulations are applicable to our properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently.
−Removed: Costs of Compliance with the Americans with Disabilities Act.
+Added: Our properties are subject to various federal, state and local regulatory requirements, and changes in these laws and regulations, or their interpretation by agencies, occur frequently.
+Added: Further, our tenants and our healthcare facility operators and managers, including our TRS entities that own and operate our properties under a RIDEA structure, are typically subject to extensive and complex federal, state and local healthcare laws and regulations relating to quality of care, government reimbursement, fraud and abuse practices and similar laws governing the operation of healthcare facilities, and we expect the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of healthcare management, fraud and provision of services, among others.
+Added: If we fail to comply with these various requirements, we may incur governmental fines or private damage awards.
+Added: While we believe that our properties are and will be in substantial compliance with all of these regulatory requirements, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated capital expenditures that will adversely affect our ability to make distributions to our stockholders.
+Added: We believe, based in part on third-party due diligence reports which are generally obtained at the time we acquire the properties, that all of our properties comply in all material respects with current regulations.
+Added: However, if we were required to make significant expenditures under applicable regulations, our financial condition, results of operations, cash flows and ability to satisfy our debt service obligations and to pay distributions could be adversely affected.
+Added: Privacy and Security Laws and Regulations.
+Added: There are various United States federal and state privacy laws and regulations that provide for consumer protection of personal health information, particularly electronic security and privacy.
+Added: Compliance with such laws and regulations may require us to, among other things, conduct additional risk analysis, modify our risk management plan, implement new policies and procedures and conduct additional training.
+Added: We are generally dependent on our tenants and management companies to fulfill our compliance obligations, and we have in certain circumstances developed a program to periodically monitor compliance with such obligations.
+Added: However, there can be no assurance we would not be required to alter one or more of our systems and data security procedures to be in compliance with these laws.
+Added: If we fail to adequately protect health information, we could be subject to civil or criminal liability and adverse publicity, which could harm our business and impact our ability to attract new tenants and residents.
+Added: We may be required to notify individuals, as well as government agencies and the media, if we experience a data breach.
+Added: Healthcare Licensure and Certification.
+Added: Generally, certain properties in our portfolio are subject to licensure, may require a certificate of need, or CON, or other certification through regulatory agencies in order to operate and participate in Medicare and Medicaid programs.
+Added: Requirements pertaining to such licensure and certification relate to the quality of care provided by the operator, qualifications of the operator’s staff and continuing compliance with applicable laws and regulations.
+Added: In addition, CON laws and regulations may place restrictions on certain activities such as the addition of beds at our facilities and changes in ownership.
+Added: Failure to obtain a license, CON or other certification, or revocation, suspension or restriction of such required license, CON or other certification, could adversely impact our properties’ operations and their ability to generate revenue from services provided.
+Added: State CON laws are not uniform throughout the United States and are subject to change.
+Added: We cannot predict the impact of state CON laws on our facilities or the operations of our tenants.
+Added: Compliance with the Americans with Disabilities Act.
Under the Americans with Disabilities Act of 1990, as amended, or the ADA, all public accommodations must meet federal requirements for access and use by disabled persons.
−Removed: Although we believe that we are in substantial compliance with present requirements of the ADA, none of our properties have been audited, nor have investigations of our properties been conducted to determine compliance.
Additional federal, state and local laws also may require modifications to our properties or restrict our ability to renovate our properties.
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We may incur substantial costs to comply with the ADA or any other legislation.
−Removed: Costs of Government Environmental Regulation and Private Litigation.
+Added: Government Environmental Regulation and Private Litigation.
Environmental laws and regulations hold us liable for the costs of removal or remediation of certain hazardous or toxic substances which may be on our properties.
These laws could impose liability without regard to whether we are responsible for the presence or release of the hazardous materials.
−Removed: Government investigations and remediation actions may have substantial costs and the presence of hazardous substances on a
−Removed: property could result in personal injury or similar claims by private plaintiffs.
+Added: Government investigations and remediation actions may have substantial costs and the presence of hazardous substances on a property could result in personal injury or similar claims by private plaintiffs.
Various laws also impose liability on a person who arranges for the disposal or treatment of hazardous or toxic substances and such person often must incur the cost of removal or remediation of hazardous substances at the disposal or treatment facility.
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As the owner of our properties, we may be deemed to have arranged for the disposal or treatment of hazardous or toxic substances.
−Removed: Other Federal, State and Local Regulations.
−Removed: Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.
−Removed: If we fail to comply with these various requirements, we may incur governmental fines or private damage awards.
−Removed: While we believe that our properties are and will be in substantial compliance with all of these regulatory requirements, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely affect our ability to make distributions to our stockholders.
−Removed: We believe, based in part on engineering reports which are generally obtained at the time we acquire the properties, that all of our properties comply in all material respects with current regulations.
−Removed: However, if we were required to make significant expenditures under applicable regulations, our financial condition, results of operations, cash flows and ability to satisfy our debt service obligations and to pay distributions could be adversely affected.
Issuing Securities for Property
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Although we may enter into such transactions with other existing or future American Healthcare Investors or Griffin Capital programs, we do not currently intend to do so.
−Removed: If we were to enter into such a transaction with an entity managed by one of our co-sponsors or its affiliates, we would be subject to the risks described in Item 1A, Risk Factors — Risks Related to Conflicts of Interest.
+Added: If we were to enter into such a transaction with an entity managed by one of our co-sponsors or its affiliates, we would be subject to the risks described in Item 1A, Risk Factors — Investment Risks.
We may acquire assets from, or dispose of assets to, affiliates of our advisor, which could result in us entering into transactions on less favorable terms than we would receive from a third party or that negatively affect the public’s perception of us.
−Removed: Significant Tenants
−Removed: As of December 31, 2019 , we had one tenant that accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income, or NOI, as follows:
−Removed: Percentage of
−Removed: Lease Expiration
−Removed: RC Tier Properties, LLC
−Removed: Missouri SNF Portfolio
−Removed: Skilled Nursing
−Removed: Annualized base rent is based on contractual base rent from leases in effect as of December 31, 2019 , inclusive of our senior housing — RIDEA facilities.
−Removed: The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.
+Added: Terms of Leases
+Added: The terms and conditions of any lease we enter into with our tenants may vary substantially from those we describe in this Annual Report on Form 10-K.
+Added: However, we expect that a majority of our leases will require the tenant to pay or reimburse us for some or all of the operating expenses of the building based on the tenant’s proportionate share of rentable space within the building.
+Added: Operating expenses typically include, but are not limited to, real estate and other taxes, utilities, insurance and building repairs, and other building operation and management costs.
+Added: We expect to be responsible for the replacement of specific structural components of a property such as the roof of the building or the parking lot.
+Added: We expect that many of our leases will have terms of five or more years, some of which may have renewal options.
+Added: Significant Tenant
+Added: For a discussion of our significant tenant, see Note 18, Concentration of Credit Risk, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Geographic Concentration
For a discussion of our geographic information, see Item 2, Properties — Geographic Diversification/Concentration Table, as well as Note 18, Concentration of Credit Risk, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
−Removed: We have no employees and our executive officers are all employees of one of our co-sponsors of our advisor.
+Added: Human Capital Resources
+Added: We have no employees and our executive officers are all employees of one of our co-sponsors.
Our day-to-day management is performed by our advisor and its affiliates.
−Removed: We cannot determine at this time if or when we might hire any employees, although we do not anticipate hiring any employees during the next twelve months.
+Added: Our advisor is led by an experienced team of senior real estate professionals who have significant experience in underwriting and structuring healthcare real estate transactions and managing healthcare real estate and real estate-related investments.
+Added: We benefit from our advisor's infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments.
We do not directly compensate our executive officers for services rendered to us.
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As of December 31, 2020, no awards had been granted to our executive officers, consultants or the executive officers or key employees of our advisor or its affiliates under this plan.
+Added: For our healthcare-related facilities operated pursuant to a RIDEA structure, we rely on each management company to attract and retain skilled personnel to provide services at our healthcare-related facilities.
+Added: As a result of the COVID-19 pandemic, such management companies have put into place a number of health and safety measures to enable their employees to continue to work from our healthcare-related facilities, including the procurement and distribution of PPE and the implementation of daily employee and resident health screenings, vaccination clinics for employees and residents, as well as aggressive safety protocols in accordance with the Centers for Disease Control and Prevention, or CDC, Centers for Medicare and Medicaid Services, or CMS, and local health agency guidelines to limit the exposure and spread of COVID-19.
+Added: While the health and safety measures instituted by each management company have allowed facilities to operate during the pandemic, these facilities may face challenges created by workforce shortages and absenteeism due to COVID-19.
Investment Company Act Considerations
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We monitor our operations and our assets on an ongoing basis in order to ensure that neither we, nor any of our subsidiaries, meet the definition of “investment company” under Section 3(a)(1) of the Investment Company Act.
−Removed: Among other things, we monitor the proportion of our portfolio that is placed in investments in securities.
Information About Industry Segments
−Removed: Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments.
We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions.
−Removed: Accordingly, when we acquired our first medical office building in June 2016;
−Removed: senior housing facility in December 2016;
−Removed: senior housing — RIDEA facility in November 2017;
−Removed: and skilled nursing facility in March 2018, we added a new reportable segment at each such time.
As of December 31, 2020, we operated through four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
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Our MOBs are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices) for approximately three to ten years.
−Removed: Based on GLA, approximately 38.5% of our MOBs are located on hospital campuses and 8.4% are affiliated with hospital systems.
−Removed: Our medical office buildings segment accounted for approximately 45.1%, 40.7% and 67.0% of total revenues for the years ended December 31, 2019 , 2018 and 2017, respectively.
+Added: Our MOBs segment accounted for approximately 42.2%, 45.1% and 40.7% of total revenues and grant income for the years ended December 31, 2020, 2019 and 2018, respectively.
Senior Housing.
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Senior housing facilities cater to different segments of the elderly population based upon their personal needs, and include assisted living, memory care, and independent living.
−Removed: Residents of assisted living facilities typically need assistance with eating, bathing, dressing, and/or medications and those services can be provided by staff at the facility.
+Added: Residents of assisted living facilities typically require limited medical care and need assistance with eating, bathing, dressing, and/or medication management and those services can be provided by staff at the facility.
+Added: Resident programs offered at such facilities may include transportation, social activities and exercise and fitness programs.
Services provided by our tenants in these facilities are primarily paid for by the residents directly or through private insurance and are less reliant on government reimbursement programs such as Medicaid and Medicare.
Our senior housing facilities are leased to single tenants under triple-net lease structures, whereby the tenant is responsible for making rent payments, maintaining the properties and paying taxes and other expenses.
−Removed: Leases are typically 12 to 15 years with fixed annual escalations and required lease coverage ratios.
−Removed: Our senior housing segment accounted for approximately 7.0%, 10.6% and 16.4% of total revenues for the years ended December 31, 2019 , 2018 and 2017, respectively.
+Added: Leases are typically 12 to 15 years with annual escalations and required lease coverage ratios.
+Added: Our senior housing segment accounted for approximately 5.7%, 7.0% and 10.6% of total revenues and grant income for the years ended December 31, 2020, 2019 and 2018, respectively.
Senior Housing — RIDEA .
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however, we have entered into agreements with healthcare operators to manage the facilities on our behalf utilizing a RIDEA structure.
−Removed: The healthcare operators we engage provide management and operational services at the facility and we retain the net earnings generated by the performance of the facility after payment of the management fee and other operational and maintenance
+Added: The healthcare operators we engage provide management and operational services at the facility and we retain the net earnings generated by the performance of the facility after payment of the management fee and other operational and maintenance expenses.
As a result, under a RIDEA structure we retain the upside from improved operational performance, and similarly the risk of any decline in performance.
Substantially all of our leases with residents in the senior housing facilities are for a term of one year or less.
−Removed: Our senior housing — RIDEA segment accounted for approximately 38.2%, 43.6% and 16.6% of total revenues for the years ended December 31, 2019 , 2018 and 2017, respectively.
+Added: Our senior housing — RIDEA segment accounted for approximately 44.4%, 38.2% and 43.6% of total revenues and grant income for the years ended December 31, 2020, 2019 and 2018, respectively.
Skilled Nursing Facilities.
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Our SNFs are leased to a single tenant under a triple-net lease structure with approximately 12 to 15 year terms and fixed annual rent escalations.
−Removed: Our skilled nursing facilities segment accounted for approximately 9.7% and 5.1% of total revenues for the years ended December 31, 2019 and 2018, respectively.
−Removed: We did not own any SNFs for the year ended December 31, 2017.
−Removed: For a further discussion of our segment reporting for the years ended December 31, 2019 , 2018 and 2017, see Note 17, Segment Reporting , to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
+Added: Our SNFs segment accounted for approximately 7.7%, 9.7% and 5.1% of total revenues and grant income for the years ended December 31, 2020, 2019 and 2018, respectively.
+Added: For a further discussion of our segment reporting for the years ended December 31, 2020, 2019 and 2018, see Item 2, Properties, Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 17, Segment Reporting, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.