Item 9A. Controls and Procedures
Item 9A. 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 under 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.
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As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2020 was conducted 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 December 31, 2020, were effective at the reasonable assurance level.
(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision, and with the participation, of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the Internal Control-Integrated Framework issued in 2013, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
(c) Changes in internal control over financial reporting. There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table and biographical descriptions set forth certain information with respect to the individuals who are our executive officers and directors:
Name Age* Position
Jeffrey T. Hanson
50 Chief Executive Officer and Chairman of the Board of Directors
Danny Prosky
55 President, Chief Operating Officer
Brian S. Peay 55 Chief Financial Officer
Mathieu B. Streiff
45 Executive Vice President, General Counsel
Stefan K. L. Oh
50 Executive Vice President — Acquisitions
Cora Lo
46 Secretary and Assistant General Counsel
Brian J. Flornes 57 Independent Director
Dianne Hurley 58 Independent Director
Wilbur H. Smith III
48 Independent Director
Richard S. Welch 50 Director
_________
* As of March 26, 2021
Jeffrey T. Hanson has served as our Chief Executive Officer and Chairman of the board since January 2015. He is also one of the founders and owners of AHI Group Holdings, LLC, or AHI Group Holdings, an investment management firm that owns a 47.1% controlling interest in American Healthcare Investors. Since December 2014, Mr. Hanson has also served as Managing Director of American Healthcare Investors, which serves as one of our co-sponsors and indirectly owns a majority interest in Griffin-American Healthcare REIT Advisor IV, LLC, or our advisor. Mr. Hanson has also served as Chief Executive Officer and Chairman of the Board of Directors of GA Healthcare REIT III, since January 2013 and previously served as Chief Executive Officer and Chairman of the Board of Directors of Griffin-American Healthcare REIT II, Inc., or GA Healthcare REIT II, from January 2009 to December 2014. He also served as Executive Vice President of Griffin-American Healthcare REIT Sub-Advisor, LLC, or Griffin-American Healthcare REIT Advisor, from November 2011 to December 2014. He served as the Chief Executive Officer of Grubb & Ellis Healthcare REIT Advisor, LLC, or Grubb & Ellis Healthcare REIT Advisor, from January 2009 to November 2011 and as the Chief Executive Officer and President of Grubb & Ellis Equity Advisors, LLC, or Grubb & Ellis Equity Advisors, from June 2009 to November 2011. He also served as the President and Chief Investment Officer of Grubb & Ellis Realty Investors, LLC, or Grubb & Ellis Realty Investors, from January 2008 and November 2007, respectively, until November 2011. He also served as the Executive Vice President, Investment Programs, of Grubb & Ellis Company, or Grubb & Ellis, from December 2007 to November 2011 and served as Chief Investment Officer of several investment management subsidiaries within Grubb & Ellis’ organization from July 2006 to November 2011. From 1997 to July 2006, prior to Grubb & Ellis’ merger with NNN Realty Advisors, Inc., or NNN Realty Advisors, in December 2007, Mr. Hanson served as Senior Vice President with Grubb & Ellis’ Institutional Investment Group in the firm’s Newport Beach office. While with that entity, he managed investment sale assignments throughout the Western United States, with a significant focus on leading acquisitions and dispositions on healthcare-related properties, for major private and institutional clients. During that time, he also served as a member of the Grubb & Ellis President’s Counsel and Institutional Investment Group Board of Advisors. Additionally, from December 2015 to November 2016, Mr. Hanson served as a member of the board of directors of Trilogy Investors, LLC, or Trilogy. Mr. Hanson received a B.S. degree in Business from the University of Southern California with an emphasis in Real Estate Finance.
Our board selected Mr. Hanson to serve as a director because he is our Chief Executive Officer and has served in various executive roles with a focus on property management and property acquisitions. Mr. Hanson has insight into the development, marketing, finance, and operations aspects of our company. He has knowledge of the real estate and healthcare industries and relationships with chief executives and other senior management at real estate and healthcare companies. Our board believes that Mr. Hanson brings an important perspective to our board.
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Danny Prosky has served as our President and Chief Operating Officer since January 2015. Mr. Prosky also served as our Interim Chief Financial Officer from October 2015 to June 2016. He is also one of the founders and owners of AHI Group Holdings. Since December 2014, Mr. Prosky has also served as Managing Director of American Healthcare Investors. Mr. Prosky has also served as President and Chief Operating Officer of GA Healthcare REIT III since January 2013, as its Interim Chief Financial Officer from August 2015 to June 2016, and as one of its directors since December 2014. Mr. Prosky previously served as President, Chief Operating Officer and a director of GA Healthcare REIT II from January 2009 to December 2014 and as Executive Vice President of Griffin-American Healthcare REIT Advisor from November 2011 to December 2014. He served as the President and Chief Operating Officer of Grubb & Ellis Healthcare REIT Advisor from January 2009 to November 2011 and as Executive Vice President and Secretary of Grubb & Ellis Equity Advisors Property Management, Inc. from June 2011 to November 2011. He also served as the Executive Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors from September 2009 to November 2011, having served as Executive Vice President, Healthcare Real Estate and Managing Director, Healthcare Properties of several investment management subsidiaries within the Grubb & Ellis organization from March 2006 to November 2011, and was responsible for all medical property acquisitions, management and dispositions. He served as the Executive Vice President — Acquisitions of Grubb & Ellis Healthcare REIT, Inc. (now known as Healthcare Trust of America, Inc.) from April 2008 to June 2009, having served as its Vice President — Acquisitions from September 2006 to April 2008. Mr. Prosky previously worked for HCP, Inc. (now known as Healthpeak Properties, Inc.), or HCP, a publicly traded healthcare REIT, where he served as the Assistant Vice President — Acquisitions & Dispositions from February 2005 to March 2006 and as Assistant Vice President — Asset Management from November 1999 to February 2005. From 1992 to 1999, he served as the Manager, Financial Operations, Multi-Tenant Facilities for American Health Properties, Inc. Additionally, since December 2015, Mr. Prosky has also served as a member of the board of directors of Trilogy. Mr. Prosky received a B.S. degree in Finance from the University of Colorado and an M.S. degree in Management from Boston University.
Brian S. Peay has served as our Chief Financial Officer since June 2016. He has also served as Executive Vice President and Chief Financial Officer of American Healthcare Investors and as Chief Financial Officer of GA Healthcare REIT III since June 2016. Mr. Peay served as Chief Financial Officer of Veritas Investments, Inc., located in San Francisco, California, one of the largest owners and operators of rent-controlled apartments in the San Francisco Bay Area, from September 2015 to May 2016, where he was responsible for the financial planning, corporate budgeting, tax structuring and management of the accounting function of the company. Mr. Peay previously served as Vice President Finance & Sales Ops of MobileIron, Inc., located in Mountain View, California, a leader in security and management for mobile devices, applications and documents, from October 2013 to September 2015. Mr. Peay served as Chief Financial Officer of Glenborough, LLC from November 2006 to March 2012, and prior to its purchase by Morgan Stanley Real Estate Fund V, Mr. Peay also previously served in executive capacities including Chief Financial Officer, SVP — Joint Ventures (Business Development), Chief Accounting Officer and VP Finance with Glenborough Realty Trust, Inc., a real estate investment and management company focused on the acquisition, management and leasing of high quality commercial properties in major markets across the country, from November 1997 to November 2006, where he was responsible for the finance, accounting and reporting, risk management, information technology and human resource functions of the company. Prior to Glenborough Realty Trust, Inc., Mr. Peay served as Chief Financial Officer & Director of Research at Cliffwood Partners, L.P. from August 1995 to November 1997. Mr. Peay also served as Manager at Kenneth Leventhal & Co., a certified public accounting firm specializing in real estate that subsequently merged with Ernst & Young LLP, from August 1988 to August 1995. Mr. Peay received a B.S. degree in Business Economics from the University of California, Santa Barbara. Mr. Peay became a Certified Public Accountant in the State of California in 1992; his current status is not practicing.
Mathieu B. Streiff has served as our Executive Vice President and General Counsel since January 2015. He is also one of the founders and owners of AHI Group Holdings. Mr. Streiff has also served as Managing Director since December 2014, and General Counsel from December 2014 to December 2019, of American Healthcare Investors. He has also served as Executive Vice President, General Counsel of GA Healthcare REIT III since July 2013, having served as its Executive Vice President from January 2013 to July 2013. Mr. Streiff served as Executive Vice President, General Counsel of GA Healthcare REIT II from September 2013 to December 2014, having served as its Executive Vice President from January 2012 to September 2013. He also has served as Executive Vice President of Griffin-American Healthcare REIT Advisor from November 2011 to December 2014. Mr. Streiff served as General Counsel, Executive Vice President and Secretary of Grubb & Ellis from October 2010 to June 2011. Mr. Streiff joined Grubb & Ellis Realty Investors in March 2006 as the firm’s real estate counsel responsible for structuring and negotiating property acquisitions, financings, joint ventures and disposition transactions. He was promoted to Chief Real Estate Counsel and Senior Vice President, Investment Operations in March 2009 and served in that position until October 2010. In this role, his responsibility was expanded to include the structuring and strategic management of the company’s securitized real estate investment platforms. From September 2002 until March 2006, Mr. Streiff was an associate in the real estate department of Latham & Watkins LLP in New York, New York. Additionally, since December 2015, Mr. Streiff has also served as a member of the board of directors of Trilogy. Mr. Streiff received a B.S. degree in
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Environmental Economics and Policy from the University of California, Berkeley and a J.D. degree from Columbia University Law School. He is a member of the New York State Bar Association.
Stefan K.L. Oh has served as our Executive Vice President of Acquisitions since October 2015, having previously served as our Senior Vice President of Acquisitions since January 2015. Mr. Oh has also served as Executive Vice President, Acquisitions of GA Healthcare REIT III since October 2015, having previously served as its Senior Vice President, Acquisitions since January 2013. Mr. Oh has also served as Executive Vice President, Acquisitions of American Healthcare Investors since October 2015, having previously served as its Senior Vice President, Acquisitions since December 2014. Mr. Oh also served as Senior Vice President — Acquisitions of GA Healthcare REIT II from January 2009 to December 2014 and as Senior Vice President, Acquisitions of AHI Group Holdings from January 2012 to December 2014. Mr. Oh served as the Senior Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors from January 2010 to January 2012, having served in the same capacity for Grubb & Ellis Realty Investors since June 2007, where he had been responsible for the acquisition and management of healthcare real estate. Prior to joining Grubb & Ellis, from August 1999 to June 2007, Mr. Oh worked for HCP, where he served as Director of Asset Management and later as Director of Acquisitions. From 1997 to 1999, he worked as an auditor and project manager for Ernst & Young AB in Stockholm, Sweden and from 1993 to 1997 as an auditor within Ernst & Young LLP’s EYKL Real Estate Group in Los Angeles, California. Mr. Oh received a B.S. degree in Accounting from Pepperdine University and is a Certified Public Accountant in the State of California (inactive).
Cora Lo has served as our Assistant General Counsel since December 2015 and has also served as our Secretary since January 2015. Ms. Lo has also served as Senior Vice President, Assistant General Counsel — Corporate of American Healthcare Investors since December 2015, having previously served as its Senior Vice President, Securities Counsel since December 2014. Ms. Lo has also served as Assistant General Counsel of GA Healthcare REIT III since December 2015 and has also served as its Secretary since January 2013. Ms. Lo served as Secretary of GA Healthcare REIT II from November 2010 to December 2014, having previously served as its Assistant Secretary from March 2009 to November 2010. Ms. Lo also served as Senior Vice President, Securities Counsel of AHI Group Holdings from January 2012 to December 2014. Ms. Lo served as Senior Corporate Counsel for Grubb & Ellis from December 2007 to January 2012, having served as Senior Corporate Counsel and Securities Counsel for Grubb & Ellis Realty Investors since January 2007 and December 2005, respectively. She also served as the Assistant Secretary of Grubb & Ellis Apartment REIT, Inc. (later known as Landmark Apartment Trust, Inc.) from June 2008 to November 2010. From September 2002 to December 2005, Ms. Lo served as General Counsel of I/OMagic Corporation, a publicly traded company. Prior to 2002, Ms. Lo practiced as a private attorney specializing in corporate and securities law. Ms. Lo also interned at the United States Securities and Exchange Commission, or SEC, Division of Enforcement in 1998. Ms. Lo received a B.A. degree in Political Science from University of California, Los Angeles and received a J.D. degree from Boston University. Ms. Lo is a member of the California State Bar Association.
Dianne Hurley has served as one of our independent directors and our audit committee chairwoman since February 2016. She has also served as our special committee chairwoman since October 2020. Ms. Hurley also serves as an independent director and audit committee member of AG Mortgage Investment Trust located in New York, New York, since December 2020. Prior, Ms. Hurley was an independent director and audit committee chairwoman of CC Real Estate Income Fund located in New York, New York, from March 2016 until its liquidation in August of 2020, and an independent director and nominating and corporate governance committee member of NorthStar Realty Europe, located in New York, New York, from August 2016 until its sale in October of 2019, and an independent director and audit committee member of NorthStar/RXR New York Metro Income, Inc. located in New York, New York, from February 2015 until December 2018. Ms. Hurley serves as the Chief Financial and Operations Officer of Moravian Academy in Bethlehem, Pennsylvania. Prior, she was the Chief Administrative Officer of A&E Real Estate, located in New York, New York, an owner/operator of multifamily properties, where she worked on the firm’s business and administrative management from March 2017 until June 2020. From January 2015 to present, Ms. Hurley has also worked as an operational consultant to startup asset management firms including BayPine Capital located in Boston, Massachusetts, a large cap digital private equity firm, Stonecourt Capital located in New York, New York, a middle-market growth private equity firm, Imperial Companies located in New York, New York, a real estate private investment firm, and RedBird Capital Partners located in New York, New York, a principal investing firm focused on growth equity, build ups and structured equity investments. Previously, Ms. Hurley served from November 2011 to January 2015 as Managing Director of SG Partners, located in New York, New York, a boutique executive search firm. From September 2009 to November 2011, Ms. Hurley served as the Chief Operating Officer, Global Distribution, at Credit Suisse Asset Management, where she was responsible for overall management of the sales business, strategic initiatives, financial and client reporting and regulatory and compliance oversight. From 2004 to September 2009, Ms. Hurley served as the founding Chief Administrative Officer of TPG-Axon Capital, where she was responsible for investor relations and fundraising, human capital management, compliance policy implementation, joint venture real estate investments and corporate real estate. Earlier in her career, Ms. Hurley worked in the real estate department at Goldman Sachs. Ms. Hurley holds a Bachelor of Arts from Harvard University in Cambridge, Massachusetts and a Master of Business Administration from Yale School of Management, New Haven, Connecticut.
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Our board selected Ms. Hurley to serve as a director in part due to her financial expertise, particularly in the real estate industry. Our board believes that her service on the board of several REITs, as well as her finance, operations, regulatory and compliance experience, will bring valuable insight to us, particularly in her role as the audit committee chairwoman and audit committee financial expert. With her extensive background in real estate finance and real estate operations, Ms. Hurley brings valuable business skills to our board.
Brian J. Flornes has served as one of our independent directors since February 2016. He has also served as a member of our special committee since October 2020. Mr. Flornes served as the Chief Executive Officer of Vintage Senior Living, or Vintage, from June 2010 to September 2018, having co-founded the company in 1998 and served as its Co-Chief Executive Officer from inception to June 2010. Vintage, located in Newport Beach, California, owned and operated senior housing communities specializing in independent senior living, assisted living and memory care services for Alzheimer’s and other dementia with 24 communities in California and Washington. Vintage grew to be one of the largest assisted living providers in California and consistently ranked in the “Top 50” owners and operators of senior housing across the nation, according to the Assisted Living Federation of America. Vintage sold the majority of its portfolio of communities in 2016, which encompassed in excess of 3,200 resident units with more than 2,000 associates. Since February 2006, Mr. Flornes has been responsible for a direct joint-venture relationship with one of the nation’s largest pension funds. The joint venture, with $325 million of committed capital, has acquired 19 senior living communities and net asset value has grown to more than 2.5 times invested capital. From 1995 to 1998, Mr. Flornes served as Founder and Principal of American Housing Concepts, a real estate development firm directly associated with ARV Assisted Living, one of the largest senior living providers in the early 1990s. Prior to American Housing Concepts, Mr. Flornes served in several roles and ultimately as President of Development, from 1992 to 1995, of ARV Assisted Living. Throughout his career, Mr. Flornes has directly contributed to the acquisition and development of more than 8,000 units of senior living in 11 states and has been responsible for $1.5 billion in financing. Mr. Flornes was a longstanding member of the American Senior Housing Association and also served on the board of the California Assisted Living Association. Mr. Flornes is a member of the World Presidents’ Organization. Mr. Flornes received a B.A. degree in Communication as well as an M.B.A. degree from Loyola Marymount University.
Our board selected Mr. Flornes to serve as a director because of his particular experience with the acquisition, development, operation and financing of healthcare-related properties and senior housing communities. He has significant knowledge of, and relationships within, the real estate and healthcare industries, due in part to his 30 years of industry experience managing all aspects of senior living. Mr. Flornes’ vast real estate experience in senior living also enhances his ability to contribute insight on achieving our investment objectives. Our board believes that this experience will bring valuable knowledge and operational expertise to our board.
Wilbur H. Smith III has served as one of our independent directors and a member of our audit committee since February 2016. He has also served as a member of our special committee since October 2020. Mr. Smith is the Chief Executive Officer, President and Founder of Greenlaw Partners, LLC, a full-service real estate development and operating company, and Greenlaw Management, Inc., a commercial property management company, collectively known as Greenlaw, which are located in Irvine, California and which he founded in March 2003. Mr. Smith personally oversees all aspects of Greenlaw’s acquisition, operations and investment development/redevelopment programs. Since inception and under Mr. Smith’s leadership, Greenlaw has completed in excess of $5.0 billion in acquisitions and dispositions of commercial real estate properties. The majority of Greenlaw assets have been in joint ventures with leading global institutional groups including Walton Street, Westbrook, Cigna, UBS, Guggenheim, Cross Harbor and Cerberus. Currently, Greenlaw owns and manages a joint venture portfolio in California approaching $3.0 billion in value that has approximately 10,000,000 square feet of buildings primarily comprised of office, industrial, retail, medical office and multifamily assets. Prior to Greenlaw, Mr. Smith served as Vice President of Newport Beach based Makar Properties from 1999 to 2003. Mr. Smith also served as Trustee of Partners Real Estate Investment Trust from June 2013 to December 2013 and since 2012 has served on the Board of California Waterfowl Association. Mr. Smith is an active member of Young Presidents Organization (YPO) and currently serves on the board of the Orange County Gold Chapter. In addition, Mr. Smith is a founding member of Tiger21 Orange County Chapter and sits on the executive board of the University of Southern California Lusk Center for Real Estate as well as on the University of Southern California Price School of Public Policy Advisory Board for the Bachelor of Science in Real Estate Development. Mr. Smith is a licensed California real estate broker and received a B.S. degree in Agriculture from California Polytechnic State University, San Luis Obispo, and earned a Master’s degree in Real Estate Development from the University of Southern California.
Our board selected Mr. Smith to serve as a director due to his vast experience in the acquisition, operations, investment and disposition of commercial real estate as well as his experience with a number of leading global institutions through joint ventures, matching acquisitions with the appropriate investment structures/channels. Mr. Smith’s experience in the commercial real estate industry, capital markets and real estate operations enhances his ability to contribute to our investment strategies and help us achieve our investment objectives. Our board believes his executive experience in the real estate industry will bring strong financial and operational expertise to our board.
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Richard S. Welch has served as one of our directors since January 2018. Mr. Welch has also served on the Executive Committee of American Healthcare Investors since April 2017, and on the investment committee of our advisor since April 2017. Mr. Welch has served as a Managing Director at Colony Capital, located in Los Angeles, California, responsible for managing certain financial and operational aspects of Colony Capital’s investment portfolio and operating businesses, which have included various healthcare investments, since July 2007. Beginning in April 2017, Mr. Welch assumed oversight of Colony Capital’s healthcare portfolio. Prior to joining the Colony Capital business in 2005, Mr. Welch was a Vice President in the Investment Banking Division of Goldman, Sachs & Co., focusing on mergers and acquisitions and debt and equity financings for companies in the real estate, retail, and consumer product industries. Mr. Welch has also served as an independent director and member of the audit and compensation committees of BBQ Holdings, Inc. (NASDAQ: BBQ) since May 2018. He has also served as the Chairman of NorthStar Healthcare Income, Inc., located in New York, New York, since November 2020. Mr. Welch received a B.S. degree in Accounting from University of Southern California and an M.B.A. degree from The Wharton School, University of Pennsylvania and is a Certified Public Accountant in the State of California (inactive).
Our board selected Mr. Welch to serve as a director due to his many years of experience in commercial real estate, as well as debt and equity financing. Mr. Welch’s extensive knowledge of managing and operating real estate investment portfolios, including in the healthcare industry, and capital markets expertise are significant assets to our company. Based on Mr. Welch’s experience, our board believes that Mr. Welch brings valuable business skills to our board.
Key Officers
The following table and biographical descriptions set forth certain information with respect to the individuals who are our non-executive key officers :
Name Age* Position
Kenny Lin
44 Vice President, Accounting & Finance
Wendie Newman
57 Vice President of Asset Management
Gabriel M. Willhite 40 Assistant General Counsel — Transactions
_________
* As of March 26, 2021
Kenny Lin has served as our Vice President, Accounting & Finance since September 2020. He has also served as Executive Vice President, Accounting & Finance of American Healthcare Investors since February 2020 and prior to that served as Senior Vice President, Accounting & Finance, Vice President, Accounting & Finance and Director, Accounting & Finance of American Healthcare Investors from November 2012 to February 2020, respectively. Mr. Lin has also served as Vice President, Accounting & Finance of GA Healthcare REIT III since September 2020. Mr. Lin previously served as Chief Financial Officer of Mobilitie, LLC, a privately-owned telecommunications infrastructure company based in Newport Beach, California, since 2012 and prior to that date, he served as Chief Accounting Officer and Director of Financial Reporting since October 2010 and April 2008, respectively, where he oversaw the accounting, taxation, financial reporting and human resources functions of the company. Prior to joining Mobilitie, LLC, Mr. Lin was a Senior Accountant at Grubb & Ellis in Santa Ana, California, from June 2005 until April 2008, where he was responsible for managing financial reporting and was integral to the consolidation aspects of Grubb & Ellis’ merger with NNN Realty Advisors. Throughout his career, Mr. Lin has served in various financial accounting roles within publicly traded companies, including Johnson & Johnson, Bank of New York Mellon Corp. and STAAR Surgical Company. Mr. Lin received a B.S. degree in Accounting from California State University, Los Angeles and a Master’s degree in Accounting from the University of Southern California. Mr. Lin is a Certified Public Accountant in the State of California, and he is also a Certified Financial Planner and Certified Management Accountant.
Wendie Newman has served as our Vice President of Asset Management since June 2017. She has also served as Executive Vice President of Asset Management of American Healthcare Investors since December 2016. Ms. Newman has also served as Vice President of Asset Management of GA Healthcare REIT III since June 2017. Ms. Newman previously served as Senior Vice President of Lillibridge Healthcare Services, located in Chicago, Illinois, a wholly owned subsidiary of Ventas, Inc., or Ventas, one of the leading publicly traded REITs, from June 2011 to November 2016, where she was responsible for the financial performance of the medical office building assets within the western region portfolio. Prior to it being acquired by Ventas, Ms. Newman served as Senior Asset Manager of Nationwide Health Properties, a publicly traded REIT that invested in healthcare-related assets, from June 2008 to May 2011. Ms. Newman also served as Vice-President, Asset Manager of PM Realty Group, one of the leading providers of property management services, from March 2005 to April 2008, where she was responsible for the asset management of a portfolio consisting of office, industrial and retail properties. Prior to PM Realty Group, Ms. Newman served as Regional Manager of Sares-Regis Group, from January 2004 to February 2005. Ms. Newman also previously served in property manager roles with CB Richard Ellis, Inc., Greystone Group LLC, and Fairfield Properties,
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Inc. during her career. Ms. Newman received a B.S. degree in Business Administration from the University of Southern California and an M.B.A. degree in Finance from California State University, Long Beach. Ms. Newman is a Certified Property Manager and member of the Institute of Real Estate Management.
Gabriel M. Willhite has served as our Assistant General Counsel — Transactions since January 2020. He has also served as Executive Vice President, General Counsel of American Healthcare Investors since January 2020 and prior to that served as Senior Vice President, Assistant General Counsel — Transactions of American Healthcare Investors since April 2016. Mr. Willhite has also served as Assistant General Counsel — Transactions of GA Healthcare REIT III since January 2020. From November 2012 until April 2016, Mr. Willhite served as Legal Counsel for Sabal Financial Group, L.P., a real estate and finance company based in Newport Beach, California which was a subsidiary of Oaktree Capital Management, where he was responsible for overseeing portfolio acquisitions, financings, joint ventures, dispositions and strategic workout transactions. Prior to joining Sabal Financial Group, Mr. Willhite was an associate in the transactional practice group of Greenberg Traurig, LLP in Irvine, California. Mr. Willhite received a B.A. degree in Political Science and Communication from the University of Southern California and a J.D. degree from University of Minnesota Law School. He is a member of the California State Bar Association.
There are no family relationships among any non-executive key officers, directors and executive officers. Each of our directors and executive and non-executive key officers has stated that there is no arrangement or understanding of any kind between him or her and any other person pursuant to which he or she was selected as a director or executive or non-executive key officer.
Board Leadership Structure
Jeffrey T. Hanson serves as both our Chairman of the Board of Directors and Chief Executive Officer. Our independent directors have determined that the most effective leadership structure for our company at the present time is for our Chief Executive Officer to also serve as our Chairman of the Board of Directors. Our independent directors believe that because our Chief Executive Officer is ultimately responsible for our day-to-day operations and for executing our business strategy, and because our performance is an integral part of the deliberations of our board, our Chief Executive Officer is the director best qualified to act as Chairman of the Board of Directors. Our board retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of all stockholders, as and when appropriate. In addition, although we do not have a lead independent director, our board believes that the current structure is appropriate, as we have no employees and are externally managed by our advisor, whereby all operations are conducted by our advisor or its affiliates.
Our board also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of Chairman of the Board of Directors and Chief Executive Officer. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. These governance practices are reflected in our Code of Business Conduct and Ethics, as amended, or our Code of Ethics. Some of the relevant processes and other corporate governance practices include:
• A majority of our directors are independent directors. Each director is an equal participant in decisions made by our full board. In addition, all matters that relate to our co-sponsors, our advisor or any of their affiliates must be approved by a majority of our independent directors. The audit committee is comprised entirely of independent directors.
• Each of our directors is elected annually by our stockholders.
Committees of our Board of Directors
Our board has established an audit committee and a special committee and may establish other committees it deems appropriate to address specific areas in more depth than may be possible at a full board meeting, provided that the majority of the members of each committee are independent directors.
Audit Committee. We have established an audit committee which consists of all of our independent directors, Mr. Flornes, Ms. Hurley and Mr. Smith, with Ms. Hurley serving as the chairwoman of the audit committee and audit committee financial expert. The audit committee has adopted a charter, which is available to our stockholders at http://www.healthcarereitiv.com. The audit committee held five meetings during the fiscal year ended December 31, 2020. Our audit committee’s primary function is to assist the board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the system of internal controls which management has established, and the audit and financial reporting process. The audit committee: (1) has direct responsibility for appointing and overseeing an independent registered public accounting firm registered with the Public Company Accounting Oversight Board to serve as our independent auditors; (2) reviews the plans and results of the audit engagement with our independent registered public
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accounting firm; (3) approves audit and non-audit professional services (including the fees and terms thereof) provided by, and the independence of, our independent registered public accounting firm; and (4) consults with our independent registered public accounting firm regarding the adequacy of our internal controls. Pursuant to our audit committee charter, the audit committee will be comprised solely of independent directors.
Special Committee . In October 2020, our board established a special committee which consists of all of our independent directors, Ms. Hurley and Messrs. Flornes and Smith, with Ms. Hurley serving as the chairwoman of the special committee. Our special committee’s function is limited to the investigation and analyses of 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. See our Current Report on Form 8-K filed with the SEC on March 19, 2021 for more information.
Acquisition Committee. We currently do not have, but we may have in the future, an acquisition committee comprised of members of our board to approve acquisitions that do not require approval by the full board. However, properties and real estate-related investments may be acquired from our co-sponsors, our advisor, our directors and their respective affiliates only if a majority of our board, including a majority of our independent directors, not otherwise interested in the transaction approve the transaction as being fair and reasonable to our company and at a price to our company no greater than the cost of the property to such person, unless substantial justification exists for a price in excess of the cost to such person and the excess is reasonable.
Compensation Committee. We currently do not have any employees and we do not pay any compensation directly to our executive officers. Therefore, we currently do not have a compensation committee, although we may establish a compensation committee in the future comprised of a minimum of three directors, including at least two independent directors, to establish compensation strategies and programs for our directors and executive officers. However, at a later date, the compensation committee may exercise all powers of our board in connection with establishing and implementing compensation matters. Stock-based compensation plans will be administered by the board if the members of the compensation committee do not qualify as “non-employee directors” within the meaning of the Exchange Act.
Nominating and Corporate Governance Committee. We do not have a separate nominating and corporate governance committee. We believe that our board is qualified to perform the functions typically delegated to a nominating and corporate governance committee and that the formation of a separate committee is not necessary at this time. Instead, the full board performs functions similar to those which might otherwise normally be delegated to such a committee, including, among other things, developing a set of corporate governance principles, adopting a code of ethics, adopting objectives with respect to conflicts of interest, monitoring our compliance with corporate governance requirements of state and federal law, establishing criteria for prospective members of the board, conducting candidate searches and interviews, overseeing and evaluating the board and our management, evaluating from time to time the appropriate size and composition of the board and recommending, as appropriate, increases, decreases and changes to the composition of the board and formally proposing the slate of directors to be elected at each annual meeting of our stockholders.
Director Nomination Procedures and Diversity
As outlined above, in selecting a qualified nominee, our board considers such factors as it deems appropriate, which may include: the current composition of our board; the range of talents of a nominee that would best complement those already represented on our board; the extent to which a nominee would diversify our board; a nominee’s standards of integrity, commitment and independence of thought and judgment; a nominee’s ability to represent the long-term interests of our stockholders as a whole; a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management; a nominee who is accomplished in his or her respective field, with superior credentials and recognition; and the need for specialized expertise. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board to fulfill its responsibilities. Applying these criteria, our board considers candidates for membership on our board suggested by its members, as well as by our stockholders. Members of our board annually review our board’s composition by evaluating whether our board has the right mix of skills, experience and backgrounds. Our board may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.
Our board identifies nominees by first evaluating the current members of our board willing to continue in service. Current members of our board with skills and experience relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of our board does not wish to continue in service or if our board decides not to nominate a member for re-election, our board will review the desired skills and experience of a new nominee in light of the criteria set forth above.
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Our board also considers nominees for our board recommended by stockholders. Notice of proposed stockholder nominations for our board must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated under the Exchange Act. Nominations must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations should be delivered to: Griffin-American Healthcare REIT IV, Inc., Board of Directors, 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, Attention: Secretary.
Our board recommends the slate of directors to be nominated for election at the annual meeting of stockholders. We have not employed or paid a fee to, and do not currently employ or pay a fee to, any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.
Board of Directors Role in Risk Oversight
Our board oversees our stockholders’ and other stakeholders’ interest in the long-term success of our business strategy and our overall financial strength.
Our board is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part, through its approval of our real estate and real estate-related investments, acquisitions and dispositions and debt financing, as well as its oversight of our executive officers and advisor.
In particular, our board may determine at any time to terminate our advisor pursuant to the terms of an advisory agreement with our advisor, or the Advisory Agreement, and must evaluate the performance of our advisor, and re-authorize the Advisory Agreement, on an annual basis. Our board is also responsible for overseeing risks related to corporate governance and the selection of nominees to our board.
In addition, the audit committee meets regularly with our Chief Executive Officer, Chief Financial Officer, independent registered public accounting firm and legal counsel to discuss our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk and compliance risk. The audit committee meets regularly in separate executive sessions with the independent registered public accounting firm, as well as with committee members only, to facilitate a full and candid discussion of risk and other governance issues.
Code of Business Conduct and Ethics
We have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and persons performing similar functions and all members of our board. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. Stockholders may request a copy of our Code of Ethics, which will be provided without charge, by writing to: Griffin-American Healthcare REIT IV, Inc., 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, Attention: Secretary. Our Code of Ethics is also available on our website, http://www.healthcarereitiv.com. If, in the future, we amend, modify or waive a provision in our Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website, as necessary.
Item 11. Executive Compensation.
Executive Compensation
We have no employees. Our executive officers are all employees of affiliates of our advisor and are compensated by these entities for their services to us. Our day-to-day management is performed by our advisor and its affiliates. We pay these entities fees and reimburse expenses pursuant to the Advisory Agreement. We do not currently intend to pay any compensation directly to our executive officers. As a result, we do not have, and our board has not considered, a compensation policy or program for our executive officers and has not included a Compensation Discussion and Analysis, a Compensation Committee Report or a resolution subject to a stockholder advisory vote to approve the compensation of our executive officers in this Annual Report on Form 10-K.
Hedging Practices
We have not adopted any practice or policies regarding the ability of directors or employees (including officers), or their designees, to purchase financial instruments, or otherwise engage in transactions, that are designed to hedge or offset any decrease in the market value of our stock held by such insiders.
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Compensation Committee Interlocks and Insider Participation
Other than Mr. Hanson, no member of our board during the year ended December 31, 2020 has served as an officer, and no member of our board served as an employee, of Griffin-American Healthcare REIT IV, Inc. or any of our subsidiaries. Because we do not have a compensation committee, none of our executive officers participated in any deliberations regarding executive compensation. Other than Mr. Hanson, during the year ended December 31, 2020, none of our executive officers served as a director or member of a compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving as a member of our board or compensation committee.
Option/SAR Grants in Last Fiscal Year
No option grants were made to our officers or directors for the year ended December 31, 2020.
Director Compensation
If a director is also one of our executive officers, we do not pay any compensation to that person for services rendered as a director. Our director compensation is designed with the goals of attracting and retaining highly qualified individuals to serve as independent directors and to fairly compensate them for their time and efforts. For the year ended December 31, 2020, our independent directors received the following forms of compensation:
• Annual Retainer. Our independent directors receive an aggregate annual retainer of $65,000, which is paid on a quarterly basis at the commencement of each quarter for which an individual serves as an independent director. In addition, the chairman or chairwoman of the audit committee receives an additional aggregate annual retainer of $10,000, which is paid on a quarterly basis at the commencement of each quarter for which an individual serves as the chairman or chairwoman of the audit committee.
• Special Committee Fees. Our special committee members receive an initial retainer of $60,000 payable in one lump sum and a monthly retainer of $10,000 payable monthly in arrears; provided that such fee for the month of October 2020 was prorated from the date the special committee was established. Additionally, the chairwoman of the special committee receives a monthly retainer of $7,500, payable monthly in arrears; provided that such fee for the month of October 2020 was prorated from the date the chairwoman was appointed.
• Meeting Fees. Our independent directors receive $1,500 for each board or special committee meeting attended in person or by telephone and $500 for each audit committee meeting attended in person or by telephone, which is paid monthly in arrears. The chairman or chairwoman of each committee, other than the audit committee chairman or chairwoman, also may receive additional compensation. If a board meeting is held on the same day as an audit committee meeting, an additional fee will not be paid for attending the committee meeting.
• Equity Compensation. In connection with their initial election to our board, each independent director receives 5,000 shares of restricted Class T common stock pursuant to the 2015 Incentive Plan, or our incentive plan, and an additional 2,500 shares of restricted Class T common stock pursuant to our incentive plan in connection with his or her subsequent re-election each year, provided that such person is an independent director as of the date of his or her re-election and continually served as an independent director during such period. Additionally, on July 1, 2020, we granted each of our independent directors an additional 5,000 shares of restricted Class T common stock pursuant to our incentive plan in consideration of their past services rendered. The restricted shares vest as to 20.0% of the shares on the date of grant and on each anniversary thereafter over four years from the date of grant.
• Other Compensation. We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance at meetings, including committee meetings, of our board. Such reimbursement is paid monthly. Our independent directors do not receive other benefits from us.
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The following table sets forth certain information with respect to our director compensation for the year ended December 31, 2020:
Name Fees
Earned or
Paid in
Cash
($)(1) Stock
Awards
($)(2) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($)
Jeffrey T. Hanson(3) — — — — — — —
Richard S. Welch(3) — — — — — — —
Brian J. Flornes 190,000 71,500 — — — 14,000(4) 275,500
Dianne Hurley 220,000 71,500 — — — 16,000(4) 307,500
Wilbur H. Smith III 188,500 71,500 — — — 16,000(4) 276,000
___________
(1) Consists of the amounts described below:
Director Role Annual Retainer
($) Meeting Fees
($) Additional
Special Payments
($)
Hanson Chairman of the Board of Directors — — —
Welch Director — — —
Flornes Member, Audit and Special Committees 65,000 24,000 101,000(a)
Hurley Chairwoman, Audit and Special Committees 75,000 24,000 121,000(a)
Smith Member, Audit and Special Committees 65,000 22,500 101,000(a)
___________
(a) Comprised of the initial and monthly retainer fees paid to members of the special committee.
(2) The amounts in this column represent the grant date fair value of the awards granted for the year ended December 31, 2020, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718, Compensation — Stock Compensation, or ASC Topic 718.
The following table shows the shares of our restricted Class T common stock awarded to each director for the year ended December 31, 2020, and the grant date fair value for each award (computed in accordance with ASC Topic 718):
Director Grant Date Number of Shares of
Our Restricted Class T
Common Stock Full Grant Date
Fair Value of Award
($)
Hanson — — —
Welch — — —
Flornes 06/09/20 and 07/01/20 7,500 71,500
Hurley 06/09/20 and 07/01/20 7,500 71,500
Smith 06/09/20 and 07/01/20 7,500 71,500
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The following table shows the aggregate number of nonvested shares of our restricted Class T common stock held by each director as of December 31, 2020:
Director Number of Nonvested Shares of
Our Restricted Class T
Common Stock
Hanson —
Welch —
Flornes 15,000
Hurley 15,000
Smith 15,000
(3) Mr. Hanson and Mr. Welch are not independent directors.
(4) Amounts reflect the dollar value of distributions paid in connection with the stock awards granted to our independent directors.
2015 Incentive Plan
For a discussion of our incentive plan, See Note 12, Equity — 2015 Incentive Plan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Amendment and Termination of the 2015 Incentive Plan
Unless otherwise provided in an award certificate, upon the death or disability of a participant, or upon a change in control, all of such participant’s outstanding awards pursuant to our incentive plan will become fully vested. Our incentive plan will automatically expire on the tenth anniversary of the date on which it was adopted, unless extended or earlier terminated by our board. Our board may terminate our incentive plan at any time, but such termination will have no adverse impact on any award that is outstanding at the time of such termination. Our board may amend our incentive plan at any time, but any amendment would be subject to stockholder approval if, in the reasonable judgment of our board, stockholder approval would be required by any law, regulation or rule applicable to the plan. No termination or amendment of our incentive plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award determined as if the award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination. Our board may amend or terminate outstanding awards, but those amendments may require consent of the participant and, unless approved by our stockholders or otherwise permitted by the antidilution provisions of the plan, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Principal Stockholders
The following table shows, as of March 12, 2021, the number of shares of our common stock beneficially owned by (1) any person who is known by us to be the beneficial owner of more than 5.0% of any class of the outstanding shares of our common stock; (2) our directors; (3) our named executive officers; and (4) all of our directors and executive officers as a group. The percentage of common stock beneficially owned is based on 81,697,347 shares of our Class T and Class I common stock outstanding as of March 12, 2021. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days. The address for each of the beneficial owners named in the following table is 18191 Von Karman Avenue, Suite 300, Irvine, California 92612.
Name of Beneficial Owner(1) Number of Shares
of Class T
Common Stock
Beneficially Owned Percentage of
All Class T
Common
Stock Number of Shares
of Class I
Common Stock
Beneficially Owned Percentage of
All Class I
Common
Stock
Jeffrey T. Hanson 67,081 (2) * 63,155 1.12 %
Brian S. Peay — — % 3,230 *
Richard S. Welch — — % — — %
Brian J. Flornes 35,000 * — — %
Dianne Hurley 39,070 * — — %
Wilbur H. Smith III 40,521 * — — %
All directors and executive officers as a group (10 persons) 280,396 (2) * 254,495 4.50 %
_________
* Represents less than 1.0% of our outstanding common stock.
(1) For purposes of calculating the percentage beneficially owned, the number of shares of our common stock deemed outstanding includes (a) 76,041,549 shares of our Class T common stock or 5,655,798 shares of our Class I common stock outstanding, as applicable, as of March 12, 2021, and (b) shares of our common stock issuable pursuant to options held by the respective person or group that may be exercised within 60 days following March 12, 2021. Beneficial ownership is determined in accordance with the rules of the SEC that deem shares of stock to be beneficially owned by any person or group who has or shares voting and investment power with respect to such shares of stock.
(2) Includes 20,833 shares of our Class T common stock owned by our advisor, which is 75.0% owned and managed by wholly owned subsidiaries of American Healthcare Investors. Messrs. Hanson, Prosky and Streiff are managing directors of American Healthcare Investors and as such, may be deemed to be the beneficial owners of such common stock. Each of Messrs. Hanson, Prosky and Streiff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Our advisor also owns 208 Class T partnership units of Griffin-American Healthcare REIT IV Holdings, LP, our operating partnership.
None of the above shares have been pledged as security.
Securities Authorized for Issuance Under Equity Compensation Plans
See Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Securities Authorized for Issuance under Equity Compensation Plans, and Note 12, Equity — 2015 Incentive Plan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a discussion of our incentive plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Relationships Among Our Affiliates
As of December 31, 2020, some of our executive officers and our non-independent directors are also executive officers and/or holders of indirect interests in our advisor.
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Fees and Expenses Paid to Affiliates
For a discussion of fees and expenses paid to affiliates, See Note 13, Related Party Transactions, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
Certain Conflict Resolution Restrictions and Procedures
In order to reduce or eliminate certain potential conflicts of interest, our charter and the Advisory Agreement contain restrictions and conflict resolution procedures relating to: (1) transactions we enter into with our advisor, our co-sponsors, our directors or their respective affiliates; (2) certain other future offerings; and (3) allocation of properties among affiliated entities. Each of the restrictions and procedures that applies to transactions with our advisor and its affiliates will also apply to any transaction with any entity or real estate program advised, managed or controlled by Griffin Capital and American Healthcare Investors and their affiliates. These restrictions and procedures include, among others, the following:
• Except as otherwise described in our prospectus for our initial offering, we will not accept goods or services from our co-sponsors, our advisor and directors or their respective affiliates unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transactions, approve such transactions as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.
• We will not purchase or lease any asset (including any property) in which one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates has an interest without a determination by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction, that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to such co-sponsor, our advisor, such director or directors or any such affiliate, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such asset at an amount in excess of its appraised value. We will not sell or lease assets to one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, determine the transaction is fair and reasonable to us, which determination will be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of our independent directors.
• We will not make any loans to one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates except mortgage loans in which an appraisal is obtained from an independent appraiser and loans, if any, to a wholly owned subsidiary. In addition, any loans made to us by one of our co-sponsors, our advisor, our directors or any of their respective affiliates must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.
• Our advisor and its affiliates will be entitled to reimbursement, at cost, for actual expenses incurred by them on our behalf or on behalf of joint ventures in which we are a joint venture partner, subject to the limitation that our advisor and its affiliates are not entitled to reimbursement of operating expenses, generally, to the extent that they exceed the greater of 2.0% of our average invested assets or 25.0% of our net income, unless our independent directors determine that such excess expenses are justified based on unusual and nonrecurring factors which they deem sufficient.
Item 14. Principal Accounting Fees and Services.
Deloitte & Touche has served as our independent registered public accounting firm and audited our consolidated financial statements since January 27, 2015.
The following table lists the fees for services provided by our independent registered public accounting firm for 2020 and 2019:
Services 2020 2019
Audit fees(1) $ 819,000 $ 851,000
Audit-related fees(2) 23,000 2,000
Tax fees(3) 262,000 235,000
All other fees — —
Total $ 1,104,000 $ 1,088,000
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________
(1) Audit fees consist of fees related to the 2020 and 2019 audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements. Audit fees also relate to statutory and regulatory audits, consents and other services related to filings with the SEC in the year the services were rendered.
(2) Audit-related fees relate to financial accounting and reporting consultations, assurance and related services in the year the services were rendered.
(3) Tax services consist of tax compliance and tax planning and advice in the year the services were rendered.
The audit committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and the rules and regulations of the SEC. All services rendered by Deloitte & Touche for the years ended December 31, 2020 and 2019 were pre-approved in accordance with the policies and procedures described above.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements:
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
88
Consolidated Balance Sheets as of December 31, 20 20 and 201 9
90
Consolidated Statements of Operations for the Years Ended December 31, 20 20 , 201 9 and 201 8
92
Consolidated Statements of Equity for the Years Ended December 31, 20 20 , 201 9 and 201 8
93
Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20 , 201 9 and 201 8
94
Notes to Consolidated Financial Statements
96
(a)(2) Financial Statement Schedule:
The following financial statement schedule for the year ended December 31, 2020 is submitted herewith:
Page
Real Estate and Accumulated Depreciation (Schedule III)
135
All schedules other than the one listed above have been omitted as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes.
(a)(3) Exhibits:
Page
The exhibits listed in this section are included, or incorporated by reference, in this annual report.
140
(b) Exhibits:
See Item 15(a)(3) above.
(c) Financial Statement Schedule:
See Item 15(a)(2) above.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Griffin-American Healthcare REIT IV, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Griffin-American Healthcare REIT IV, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Impairment of Long-Lived Assets — Determination of Impairment Indicators — Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company periodically evaluates long-lived assets, primarily consisting of investments in real estate that are carried at historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company considers the following indicators, among others, important that they believe could trigger an impairment review:
• Significant negative industry or economic trends;
• A significant underperformance relative to historical or projected future operating results; and
• A significant change in the extent or manner in which the asset is used or significant physical change in the asset.
If indicators of impairment of long-lived assets are present, the Company evaluates the carrying value of the related real estate investment in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, the Company considers market conditions and the Company’s current intentions with respect to holding or disposing of the asset. The Company adjusts the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value. The Company recognizes an impairment loss at the time any such determination is made.
The total real estate investments balance as of December 31, 2020 was $921,580,000, and impairment losses recorded during 2020 were $3,642,000.
We identified the determination of impairment indicators for real estate investments as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of real estate assets may not be recoverable. This required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately identified impairment indicators such as changes in historical and future net operating income, occupancy and overall market conditions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate investments for possible indicators of impairment included the following, among others:
• We evaluated management’s impairment analysis by:
– Evaluating management's process for identifying impairment indicators and whether management appropriately considered the examples of impairment indicators provided within the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) 360, Property, Plant, & Equipment.
– Obtaining independent market data to determine if there were additional indicators of impairment not identified by management.
– Testing the real estate investments for possible indicators of impairment, including searching for adverse asset-specific conditions, such as occupancy and net operating income performance by each investment.
• Developed an independent expectation of impairment indicators and compared such expectation to management’s analysis.
/s/ Deloitte & Touche LLP
Costa Mesa, California
March 26, 2021
We have served as the Company’s auditor since 2015.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2020 and 2019
December 31,
2020 2019
ASSETS
Real estate investments, net $ 921,580,000 $ 895,060,000
Cash and cash equivalents 17,411,000 15,290,000
Accounts and other receivables, net 2,635,000 4,608,000
Restricted cash 714,000 556,000
Real estate deposits — 1,915,000
Identified intangible assets, net 64,101,000 74,023,000
Operating lease right-of-use assets, net 14,133,000 14,255,000
Other assets, net 72,199,000 62,620,000
Total assets $ 1,092,773,000 $ 1,068,327,000
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans payable, net(1) $ 17,827,000 $ 26,070,000
Line of credit and term loans(1) 476,900,000 396,800,000
Accounts payable and accrued liabilities(1) 23,057,000 32,033,000
Accounts payable due to affiliates(1) 1,046,000 1,016,000
Identified intangible liabilities, net 1,295,000 1,601,000
Operating lease liabilities(1) 9,904,000 9,858,000
Security deposits, prepaid rent and other liabilities(1) 10,387,000 9,408,000
Total liabilities 540,416,000 476,786,000
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 11) 2,618,000 1,462,000
Equity:
Stockholders’ equity:
Preferred stock, $ 0.01 par value per share; 200,000,000 shares authorized; no ne issued and outstanding
— —
Class T common stock, $ 0.01 par value per share; 900,000,000 shares authorized; 75,690,838 and 74,244,823 shares issued and outstanding as of December 31, 2020 and 2019, respectively
756,000 742,000
Class I common stock, $ 0.01 par value per share; 100,000,000 shares authorized; 5,648,499 and 5,655,051 shares issued and outstanding as of December 31, 2020 and 2019, respectively
57,000 56,000
Additional paid-in capital 733,192,000 719,894,000
Accumulated deficit ( 185,047,000 ) ( 130,613,000 )
Total stockholders’ equity 548,958,000 590,079,000
Noncontrolling interest (Note 12) 781,000 —
Total equity 549,739,000 590,079,000
Total liabilities, redeemable noncontrolling interests and equity $ 1,092,773,000 $ 1,068,327,000
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CONSOLIDATED BALANCE SHEETS — (Continued)
As of December 31, 2020 and 2019
___________
(1) Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of December 31, 2020 and 2019 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the 2018 Credit Facility, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $ 476,900,000 and $ 396,800,000 as of December 31, 2020 and 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
The accompanying notes are an integral part of these consolidated financial statements.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2020, 2019 and 2018
Years Ended December 31,
2020 2019 2018
Revenues and grant income:
Real estate revenue $ 86,321,000 $ 74,610,000 $ 47,599,000
Resident fees and services 67,793,000 46,160,000 36,857,000
Grant income 1,005,000 — —
Total revenues and grant income 155,119,000 120,770,000 84,456,000
Expenses:
Rental expenses 23,450,000 19,226,000 11,499,000
Property operating expenses 60,224,000 37,434,000 30,023,000
General and administrative 16,691,000 15,235,000 9,172,000
Acquisition related expenses ( 160,000 ) 1,974,000 2,795,000
Depreciation and amortization 50,304,000 45,626,000 32,658,000
Total expenses
150,509,000 119,495,000 86,147,000
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium)
( 19,955,000 ) ( 16,191,000 ) ( 6,788,000 )
Loss in fair value of derivative financial instruments ( 870,000 ) ( 4,385,000 ) —
Impairment of real estate investments ( 3,642,000 ) — —
Income (loss) from unconsolidated entity 629,000 267,000 ( 110,000 )
Other income 286,000 175,000 11,000
Loss before income taxes ( 18,942,000 ) ( 18,859,000 ) ( 8,578,000 )
Income tax benefit (expense) — 8,000 ( 8,000 )
Net loss ( 18,942,000 ) ( 18,851,000 ) ( 8,586,000 )
Less: net loss attributable to noncontrolling interests 885,000 82,000 232,000
Net loss attributable to controlling interest $ ( 18,057,000 ) $ ( 18,769,000 ) $ ( 8,354,000 )
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ ( 0.22 ) $ ( 0.24 ) $ ( 0.15 )
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
80,661,645 78,396,077 54,847,197
The accompanying notes are an integral part of these consolidated financial statements.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2020, 2019 and 2018
Stockholders’ Equity
Class T and Class I Common Stock
Number
of Shares Amount Additional
Paid-In Capital Accumulated
Deficit Total
Stockholders’
Equity Noncontrolling
Interest Total Equity
BALANCE — December 31, 2017 42,207,160 $ 422,000 $ 376,284,000 $ ( 23,482,000 ) $ 353,224,000 $ — $ 353,224,000
Issuance of common stock
25,537,018 256,000 254,996,000 — 255,252,000 — 255,252,000
Offering costs — common stock
— — ( 23,760,000 ) — ( 23,760,000 ) — ( 23,760,000 )
Issuance of common stock under the DRIP
1,838,711 18,000 17,594,000 — 17,612,000 — 17,612,000
Issuance of vested and nonvested restricted common stock
22,500 — 45,000 — 45,000 — 45,000
Amortization of nonvested common stock compensation
— — 140,000 — 140,000 — 140,000
Repurchase of common stock
( 350,418 ) ( 4,000 ) ( 3,308,000 ) — ( 3,312,000 ) — ( 3,312,000 )
Adjustment to value of redeemable noncontrolling interests — — ( 232,000 ) — ( 232,000 ) — ( 232,000 )
Distributions declared ($ 0.60 per share)
— — — ( 32,943,000 ) ( 32,943,000 ) — ( 32,943,000 )
Net loss — — — ( 8,354,000 ) ( 8,354,000 ) — ( 8,354,000 ) (1)
BALANCE — December 31, 2018 69,254,971 $ 692,000 $ 621,759,000 $ ( 64,779,000 ) $ 557,672,000 $ — $ 557,672,000
Issuance of common stock
8,884,165 89,000 88,626,000 — 88,715,000 — 88,715,000
Offering costs — common stock
— — ( 7,432,000 ) — ( 7,432,000 ) — ( 7,432,000 )
Issuance of common stock under the DRIP
2,666,913 26,000 25,507,000 — 25,533,000 — 25,533,000
Issuance of vested and nonvested restricted common stock
22,500 — 43,000 — 43,000 — 43,000
Amortization of nonvested common stock compensation
— — 164,000 — 164,000 — 164,000
Repurchase of common stock
( 928,675 ) ( 9,000 ) ( 8,600,000 ) — ( 8,609,000 ) — ( 8,609,000 )
Adjustment to value of redeemable noncontrolling interests — — ( 173,000 ) — ( 173,000 ) — ( 173,000 )
Distributions declared ($ 0.60 per share)
— — — ( 47,065,000 ) ( 47,065,000 ) — ( 47,065,000 )
Net loss
— — — ( 18,769,000 ) ( 18,769,000 ) — ( 18,769,000 ) (1)
BALANCE — December 31, 2019 79,899,874 $ 798,000 $ 719,894,000 $ ( 130,613,000 ) $ 590,079,000 $ — $ 590,079,000
Offering costs — common stock
— — 65,000 — 65,000 — 65,000
Issuance of common stock under the DRIP
2,081,895 22,000 19,840,000 — 19,862,000 — 19,862,000
Issuance of vested and nonvested restricted common stock
22,500 — 43,000 — 43,000 — 43,000
Amortization of nonvested common stock compensation
— — 172,000 — 172,000 — 172,000
Repurchase of common stock
( 664,932 ) ( 7,000 ) ( 6,207,000 ) — ( 6,214,000 ) — ( 6,214,000 )
Contribution from noncontrolling interest
— — — — — 1,250,000 1,250,000
Distributions to noncontrolling interest
— — — — — ( 77,000 ) ( 77,000 )
Adjustment to value of redeemable noncontrolling interests — — ( 615,000 ) — ( 615,000 ) — ( 615,000 )
Distributions declared ($ 0.45 per share)
— — — ( 36,377,000 ) ( 36,377,000 ) — ( 36,377,000 )
Net loss — — — ( 18,057,000 ) ( 18,057,000 ) ( 392,000 ) ( 18,449,000 ) (1)
BALANCE — December 31, 2020 81,339,337 $ 813,000 $ 733,192,000 $ ( 185,047,000 ) $ 548,958,000 $ 781,000 $ 549,739,000
___________
(1) Amount excludes $ 493,000 , $ 82,000 and $ 232,000 for the years ended December 31, 2020, 2019 and 2018, respectively, of net loss attributable to redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests, for a further discussion.
The accompanying notes are an integral part of these consolidated financial statements.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2020, 2019 and 2018
Years Ended December 31,
2020 2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ ( 18,942,000 ) $ ( 18,851,000 ) $ ( 8,586,000 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
50,304,000 45,626,000 32,658,000
Other amortization
2,788,000 3,251,000 1,015,000
Deferred rent ( 4,376,000 ) ( 3,076,000 ) ( 3,029,000 )
Stock based compensation 215,000 207,000 185,000
(Income) loss from unconsolidated entity ( 629,000 ) ( 267,000 ) 110,000
Distributions of earnings from unconsolidated entity 629,000 157,000 —
Bad debt expense 510,000 1,482,000 1,274,000
Change in fair value of derivative financial instruments 870,000 4,385,000 —
Impairment of real estate investments 3,642,000 — —
Changes in operating assets and liabilities:
Accounts and other receivables 1,464,000 3,489,000 ( 7,413,000 )
Other assets ( 1,380,000 ) ( 121,000 ) ( 328,000 )
Accounts payable and accrued liabilities 1,183,000 2,999,000 224,000
Accounts payable due to affiliates 75,000 224,000 338,000
Security deposits, prepaid rent, operating lease and other liabilities ( 858,000 ) 35,000 ( 1,025,000 )
Net cash provided by operating activities
35,495,000 39,540,000 15,423,000
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of real estate investments ( 68,509,000 ) ( 195,249,000 ) ( 355,070,000 )
Capital expenditures ( 8,308,000 ) ( 6,497,000 ) ( 4,257,000 )
Investment in unconsolidated entity — ( 600,000 ) ( 48,000,000 )
Distributions in excess of earnings from unconsolidated entity 361,000 1,294,000 290,000
Real estate deposits — 1,385,000 ( 3,400,000 )
Pre-acquisition expenses — ( 267,000 ) ( 1,117,000 )
Net cash used in investing activities
( 76,456,000 ) ( 199,934,000 ) ( 411,554,000 )
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgage loans payable ( 8,332,000 ) ( 650,000 ) ( 449,000 )
Borrowings under the line of credit and term loans 143,200,000 257,900,000 771,200,000
Payments on the line of credit and term loans ( 63,100,000 ) ( 136,100,000 ) ( 580,300,000 )
Deferred financing costs ( 43,000 ) ( 1,192,000 ) ( 4,092,000 )
Proceeds from issuance of common stock — 90,438,000 254,017,000
Payment of offering costs ( 6,444,000 ) ( 19,136,000 ) ( 19,817,000 )
Distributions paid ( 17,837,000 ) ( 20,905,000 ) ( 13,989,000 )
Repurchase of common stock ( 6,214,000 ) ( 8,609,000 ) ( 3,312,000 )
Contribution from noncontrolling interest 1,250,000 — —
Distributions to noncontrolling interest ( 77,000 ) — —
Contributions from redeemable noncontrolling interests 1,138,000 151,000 369,000
Distributions to redeemable noncontrolling interests ( 104,000 ) ( 151,000 ) —
Security deposits ( 197,000 ) ( 96,000 ) ( 9,000 )
Net cash provided by financing activities
43,240,000 161,650,000 403,618,000
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
2,279,000 1,256,000 7,487,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
15,846,000 14,590,000 7,103,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period $ 18,125,000 $ 15,846,000 $ 14,590,000
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
For the Years Ended December 31, 2020, 2019 and 2018
Years Ended December 31,
2020 2019 2018
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period:
Cash and cash equivalents $ 15,290,000 $ 14,388,000 $ 7,087,000
Restricted cash 556,000 202,000 16,000
Cash, cash equivalents and restricted cash $ 15,846,000 $ 14,590,000 $ 7,103,000
End of period:
Cash and cash equivalents $ 17,411,000 $ 15,290,000 $ 14,388,000
Restricted cash 714,000 556,000 202,000
Cash, cash equivalents and restricted cash $ 18,125,000 $ 15,846,000 $ 14,590,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest
$ 18,111,000 $ 13,506,000 $ 5,194,000
Income taxes
$ 101,000 $ 30,000 $ 14,000
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
Investing Activities:
Accrued capital expenditures $ 1,616,000 $ 2,580,000 $ 5,391,000
Tenant improvement overage $ 636,000 $ 195,000 $ 692,000
Accrued pre-acquisition expenses $ — $ 412,000 $ 154,000
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
Right-of-use asset
$ — $ 3,133,000 $ —
Other assets
$ 196,000 $ 112,000 $ 225,000
Mortgage loans payable, net
$ — $ 9,735,000 $ 5,808,000
Accounts payable and accrued liabilities
$ 201,000 $ 1,146,000 $ 3,415,000
Operating lease liability
$ — $ 4,489,000 $ —
Security deposits and prepaid rent
$ 11,000 $ 1,601,000 $ 2,193,000
Financing Activities:
Issuance of common stock under the DRIP $ 19,862,000 $ 25,533,000 $ 17,612,000
Distributions declared but not paid $ 2,764,000 $ 4,086,000 $ 3,459,000
Accrued stockholder servicing fee $ 6,100,000 $ 12,610,000 $ 16,395,000
Accrued Contingent Advisor Payment $ — $ — $ 7,866,000
Receivable from transfer agent $ — $ — $ 1,670,000
The accompanying notes are an integral part of these consolidated financial statements.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2020, 2019 and 2018
The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT IV, Inc. and its subsidiaries, including Griffin-American Healthcare REIT IV Holdings, LP, except where otherwise noted.
1. Organization and Description of Business
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). 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.
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. 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. 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. 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. We collectively refer to the DRIP portion of our initial offering and the 2019 DRIP Offering as our DRIP Offerings. See Note 12, Equity — Distribution Reinvestment Plan and Share Repurchase Plan, for a further discussion.
We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 16, 2016 and had a one-year initial term, subject to successive one-year renewals upon the mutual consent of the parties. The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 11, 2021 and expires on February 16, 2022. Our advisor uses its best efforts, subject to the oversight and review of our board of directors, or our board, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. 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. (NYSE: CLNY), or Colony Capital, and 7.8 % owned by James F. Flaherty III, a former partner of Colony Capital. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony Capital or Mr. Flaherty; however, we are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings. 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.
We currently operate through four reportable business segments: medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. As of December 31, 2020, 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 $ 1,089,431,000 . As of December 31, 2020, we also owned a 6.0 % interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our accompanying consolidated financial statements. Such consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying consolidated financial statements.
Basis of Presentation
Our accompanying consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any VIEs in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance.
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf. We a re the sole general partner of our operating partnership, and as of both December 31, 2020 and 2019, we owned greater than a 99.99 % general partnership interest therein. Our advisor is a limited partner, and as of both December 31, 2020 and 2019, owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.
Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our accompanying consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates
The preparation of our accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions, revenues and grant income, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going 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, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash primarily comprises lender required accounts for property taxes, tenant improvements, capital improvements and insurance, which are restricted as to use or withdrawal.
Leases
On January 1, 2019, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC Topic 842. ASC Topic 842 supersedes ASC Topic 840, Leases , or ASC Topic 840. We adopted ASC Topic 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Therefore, with respect to our leases as both lessees and lessors, information is presented under ASC Topic 842 for the years ended December 31, 2020 and 2019, and under ASC Topic 840 for the year ended December 31, 2018. We determine if a contract is a lease upon inception of the lease. We maintain a distinction between finance and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance.
Lessee: Pursuant to ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
asset for the lease term. The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate. As a result of the adoption of ASC Topic 842 on January 1, 2019, we recognized an initial amount of operating lease liabilities of $ 5,334,000 in our consolidated balance sheet for all of our ground leases. In addition, we recorded corresponding right-of-use assets of $ 11,239,000 , which represent the lease liabilities, net of the existing accrued straight-line rent liabilities and adjusted for unamortized above/below market ground lease intangibles. The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses in our accompanying consolidated statements of operations. Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date.
Lessor: Pursuant to ASC Topic 842, lessors bifurcate lease revenues into lease components and non-lease components and separately recognize and disclose non-lease components that are executory in nature. Lease components continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the revenue recognition guidance in ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606. See the “Revenue Recognition” section below. ASC Topic 842 also provides for a practical expedient package that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. In addition, such practical expedient causes an entity to assess whether a contract is predominately lease or service based, and recognize the revenue from the entire contract under the relevant accounting guidance. Effective upon our adoption of ASC Topic 842 on January 1, 2019, we continued to recognize revenue for our medical office buildings, senior housing and skilled nursing facilities segments under ASC Topic 842 as real estate revenue. Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable, which is included in other assets, net in our accompanying consolidated balance sheets. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are considered non-lease components and variable lease payments. We qualified for and elected the practical expedient as outlined above to combine the non-lease component with the lease component, which is the predominant component, and therefore the non-lease component is recognized as part of real estate revenue. In addition, as lessors, we exclude certain lessor costs (i.e., property taxes and insurance) paid directly by a lessee to third parties on our behalf from our measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs); and include lessor costs that we paid and are reimbursed by the lessee in our measurement of variable lease revenue and associated expense (i.e., gross up revenue and expense for these costs). Therefore, we no longer record revenue or expense when the lessee pays the property taxes and insurance directly to a third party.
Our senior housing — RIDEA facilities offer residents room and board (lease component), standard meals and healthcare services (non-lease component), and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.). For our senior housing — RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above. See the “Revenue Recognition” section below.
See Note 16, Leases, for a further discussion.
Revenue Recognition
Real Estate Revenue
Prior to January 1, 2019, minimum annual rental revenue was recognized on a straight-line basis over the term of the related lease (including rent holidays) in accordance with ASC Topic 840. Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements were recorded to deferred rent receivable. Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, was recognized as revenue in the period in which the related expenses were incurred. Tenant reimbursements were recognized and presented in accordance with ASC Subtopic 606-10-55-36, Revenue Recognition — Principal Versus Agent Consideration, or ASC Subtopic 606. ASC Subtopic 606 requires that these reimbursements be recorded on a gross basis as we are generally primarily responsible to fulfill the promise to provide specified goods and services. We recognized lease termination fees at such time when there was a signed termination letter agreement, all of the conditions of such agreement had been met and the tenant was no longer occupying the property.
Effective January 1, 2019, we recognize real estate revenue in accordance with ASC Topic 842. See the “Leases” section above.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Resident Fees and Services Revenue
We recognize resident fees and services revenue in accordance with ASC Topic 606. A significant portion of resident fees and services revenue represents healthcare service revenue that is reported at the amount that we expect to be entitled to in exchange for providing patient care. These amounts are due from patients, third-party payors (including health insurers and government programs), other healthcare facilities, and others and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, we bill the patients, third-party payors and other healthcare facilities several days after the services are performed. Revenue is recognized as performance obligations are satisfied.
Performance obligations are determined based on the nature of the services provided by us. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected (or actual) charges. This method provides a depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Generally, performance obligations satisfied over time relate to patients receiving long-term healthcare services, including rehabilitation services. We measure the performance obligation from admission into the facility to the point when we are no longer required to provide services to that patient. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and we do not believe we are required to provide additional goods or services to the patient.
Because all of its performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC Topic 606 and, therefore, are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The performance obligations for these contracts are generally completed within months of the end of the reporting period.
Disaggregation of Resident Fees and Services Revenue
We disaggregate revenue from contracts with customers according to lines of business and payor classes. The transfer of goods and services may occur at a point in time or over time; in other words, revenue may be recognized over the course of the underlying contract, or may occur at a single point in time based upon a single transfer of control. This distinction is discussed in further detail below. We determine that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Resident fees and services revenue includes fees for basic housing and assisted living care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.
The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time:
Years Ended December 31,
2020 2019 2018
Point in
Time Over Time Total Point in
Time Over Time Total Point in
Time Over Time Total
Senior housing — RIDEA $ 964,000 $ 66,829,000 $ 67,793,000 $ 715,000 $ 45,445,000 $ 46,160,000 $ 847,000 $ 36,010,000 $ 36,857,000
The following tables disaggregate our resident fees and services revenue by payor class:
Years Ended December 31,
2020 2019 2018
Private and other payors
$ 61,045,000 $ 40,140,000 $ 30,775,000
Medicaid
6,748,000 6,020,000 6,082,000
Total resident fees and services
$ 67,793,000 $ 46,160,000 $ 36,857,000
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Accounts Receivable, Net — Resident Fees and Services
The beginning and ending balances of accounts receivable, net — resident fees and services are as follows:
Medicaid Private
and
Other Payors Total
Beginning balance — January 1, 2020
$ 2,731,000 $ 281,000 $ 3,012,000
Ending balance — December 31, 2020
1,123,000 358,000 1,481,000
(Decrease)/increase $ ( 1,608,000 ) $ 77,000 $ ( 1,531,000 )
Financing Component
We have elected a practical expedient allowed under ASC Topic 606 and, therefore, we do not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to our expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less.
Contract Costs
We have applied a practical expedient provided by ASC Topic 340, Other Assets and Deferred Costs , and, therefore, all incremental customer contract acquisition costs are expensed as they are incurred since the amortization period of the asset that we otherwise would have recognized is one year or less in duration.
Government Grants
We have been granted stimulus funds through various federal and state government programs, such as through the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, passed by the federal government on March 27, 2020, which were established for eligible healthcare providers to preserve liquidity in response to lost revenues and/or increased healthcare expenses (as such terms are defined in the applicable regulatory guidance) associated with the coronavirus, or COVID-19, pandemic. Such grants are not loans and, as such, are not required to be repaid, subject to certain conditions. We recognize government grants as grant income or as a reduction of property operating expenses, as applicable, in our accompanying consolidated statements of operations when there is reasonable assurance that the grants will be received and all conditions to retain the funds will be met. We adjust our estimates and assumptions based on the applicable guidance provided by the government and the best available information that we have. Any stimulus or other relief funds received that are not expected to be used in accordance with such terms and conditions will be returned to the government. For the year ended December 31, 2020, we recognized government grants of $ 1,005,000 as grant income. As of and for the years ended December 31, 2019 and 2018, we did no t recognize any government grants.
Tenant and Resident Receivables and Allowances
On January 1, 2020, we adopted ASC Topic 326, Financial Instruments Credit Losses , or ASC Topic 326. We adopted ASC Topic 326 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2020.
Resident receivables are carried net of an allowance for credit losses. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying consolidated statements of operations. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors. Prior to our adoption of ASC Topic 326 on January 1, 2020, resident receivables were carried net of an allowance for uncollectible amounts.
Tenant receivables and unbilled deferred rent receivables are reduced for uncollectible amounts, which are recognized as direct reductions of real estate revenue in our accompanying consolidated statements of operations. Prior to our adoption of ASC Topic 842 on January 1, 2019, tenant receivables and unbilled deferred rent receivables were reduced for uncollectible
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amounts. Such amounts were charged to bad debt expense, which was included in general and administrative in our accompanying consolidated statements of operations.
As of December 31, 2020 and 2019, we had $ 2,086,000 and $ 902,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses. For the years ended December 31, 2020, 2019 and 2018, we increased allowances by $ 1,614,000 , $ 2,301,000 and $ 1,790,000 , respectively, and reduced allowances for collections or adjustments by $ 207,000 , $ 1,758,000 and $ 531,000 , respectively. For the years ended December 31, 2020, 2019 and 2018, we did not write off any of our receivables directly to bad debt expense or as direct adjustments to revenue. For the years ended December 31, 2020, 2019 and 2018, $ 223,000 , $ 962,000 and $ 21,000 , respectively, of our receivables were written off against the related allowances.
Property Acquisitions
We determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired and liabilities assumed are not a business, we account for the transaction as an asset acquisition. Under both methods, we recognize the identifiable assets acquired and liabilities assumed; however, for a transaction accounted for as an asset acquisition, we allocate the purchase price to the identifiable assets acquired and liabilities assumed based on their relative fair values. We immediately expense acquisition related expenses associated with a business combination and capitalize acquisition related expenses directly associated with an asset acquisition.
We, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties. Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land, leasehold interests, furniture, fixtures and equipment, above- or below-market rent, in-place leases, master leases, above- or below-market debt assumed and derivative financial instruments assumed. These estimates require significant judgment and in some cases involve complex calculations. These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization lives. In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations.
The determination of the fair value of land is based upon comparable sales data. In cases where a leasehold interest in the land is acquired, only the above/below market consideration is necessary where the value of the leasehold interest is determined by discounting the difference between the contract ground lease payments and a market ground lease payment back to a present value as of the acquisition date. The fair value of buildings is based upon our determination of the value under two methods: one, as if it were to be replaced and vacant using cost data and, two, also using a residual technique based on discounted cash flow models, as vacant. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. We also recognize the fair value of furniture, fixtures and equipment on the premises, as well as the above- or below-market rent, the value of in-place leases, master leases, above- or below-market debt and derivative financial instruments assumed.
The value of the above- or below-market component of the acquired in-place leases is determined based upon the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between: (i) the level payment equivalent of the contract rent paid pursuant to the lease; and (ii) our estimate of market rent payments taking into account rent steps throughout the lease. In the case of leases with options, a case-by-case analysis is performed based on all facts and circumstances of the specific lease to determine whether the option will be assumed to be exercised. The amounts related to above-market leases are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized against real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property. The amounts related to below-market leases are included in identified intangible liabilities, net in our accompanying consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term plus any below-market renewal options of the acquired leases with each property.
The value of in-place lease costs are based on management’s evaluation of the specific characteristics of the tenant’s lease and our overall relationship with the tenants. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant.” The net amounts related
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to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average downtime of the acquired leases with each property. The net amounts related to the value of tenant relationships, if any, are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term. The value of a master lease, if any, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period.
The value of above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption. The net value of above- or below-market debt is included in mortgage loans payable, net in our accompanying consolidated balance sheets and is amortized to interest expense over the remaining term of the assumed mortgage.
The value of derivative financial instruments, if any, is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , and is included in other assets or other liabilities in our accompanying consolidated balance sheets.
The values of contingent consideration assets and liabilities, if any, are analyzed at the time of acquisition. For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date. If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition.
Real Estate Investments, Net
We carry our operating properties at our historical cost less accumulated depreciation. The cost of operating properties includes the cost of land and completed buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 21 years. The cost of furniture, fixtures and equipment is depreciated over the estimated useful life, up to 20 years. When depreciable property is retired, replaced or disposed of, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is reflected in earnings.
As part of the leasing process, we may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is included in other assets, net in our accompanying consolidated balance sheets. Lease inducement is recognized over the lease term as a reduction of real estate revenue on a straight-line basis. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs, e.g ., unilateral control of the tenant space during the build-out process. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. Recognition of lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements when we are the owner of the leasehold improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.
Impairment of Long-Lived and Intangible Assets
We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at our historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that its carrying value may not be recoverable. Indicators we consider important and that we believe could trigger an impairment review include, among others, the following:
• significant negative industry or economic trends;
• a significant underperformance relative to historical or projected future operating results; and
• a significant change in the extent or manner in which the asset is used or significant physical change in the asset.
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If indicators of impairment of our long-lived assets are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value. We recognize an impairment loss at the time we make any such determination.
If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If the estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. For all of our reporting units, we recognize any shortfall from carrying value as an impairment loss in the current period.
We test other indefinite-lived intangible assets for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors to determine the likelihood that the fair value of the reporting group is less than its carrying value. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of other indefinite-lived intangible assets are usually determined based on discounted cash flows or appraised values, as appropriate.
For the years ended December 31, 2020, 2019 and 2018, we did not incur any impairment losses with respect to intangible assets. See Note 3, Real Estate Investments, Net, for a discussion of impairment of long-lived assets.
Properties Held for Sale
A property or a group of properties is reported in discontinued operations in our consolidated statements of operations for current and prior periods if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when either (i) the component has been disposed of; or (ii) is classified as held for sale. At such time as a property is held for sale, such property is carried at the lower of (i) its carrying amount or (ii) fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated. We will classify operating properties as property held for sale in the period in which all of the following criteria are met:
• management, having the authority to approve the action, commits to a plan to sell the asset;
• the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets;
• an active program to locate a buyer or buyers and other actions required to complete the plan to sell the asset has been initiated;
• the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale within one year;
• the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
• given the actions required to complete the plan to sell the asset, it is unlikely that significant changes to the plan would be made or that the plan would be withdrawn.
Our properties held for sale are included in other assets, net in our accompanying consolidated balance sheets. See Note 3, Real Estate Investments, Net, for a further discussion.
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Derivative Financial Instruments
We are exposed to the effect of interest rate changes in the normal course of business. We seek to mitigate these risks by following established risk management policies and procedures, which include the occasional use of derivatives. Our primary strategy in entering into derivative contracts, such as fixed interest rate swaps, is to add stability to interest expense and to manage our exposure to interest rate movements by effectively converting a portion of our variable-rate debt to fixed-rate debt. We do not enter into derivative instruments for speculative purposes.
Derivatives are recognized as either other assets or other liabilities in our accompanying consolidated balance sheets and are measured at fair value. We do not designate our derivative instruments as hedge instruments as defined by guidance under ASC Topic 815, Derivatives and Hedging , or ASC Topic 815, which allows for gains and losses on derivatives designated as hedges to be offset by the change in value of the hedged items or to be deferred in other comprehensive income (loss). Changes in the fair value of our derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying consolidated statements of operations .
See Note 8, Derivative Financial Instruments, and Note 14, Fair Value Measurements, for a further discussion of our derivative financial instruments.
Fair Value Measurements
The fair value of certain assets and liabilities is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, we follow a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of our reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and our reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
See Note 14, Fair Value Measurements, for a further discussion.
Real Estate Deposits
Real estate deposits may include refundable and non-refundable funds held by escrow agents and others to be applied towards the acquisition of real estate investments, and such future investments are subject to substantial conditions to closing.
Other Assets, Net
Other assets, net primarily consist of our investment in an unconsolidated entity, deferred financing costs on our line of credit and term loans, prepaid expenses and deposits, lease commissions and deferred rent receivables. Deferred financing costs on our line of credit and term loans include amounts paid to lenders and others to obtain financing. Such costs are amortized using the straight-line method over the term of the related line of credit and term loans, which approximates the effective interest rate method. Amortization of deferred financing costs on our line of credit and term loans are included in interest expense in our accompanying consolidated statements of operations. Prepaid expenses are amortized over the related contract periods. Lease commissions are amortized using the straight-line method over the term of the related lease.
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We report investments in unconsolidated entities using the equity method of accounting when we have the ability to exercise significant influence over the operating and financial policies. Under the equity method, our share of the investee’s earnings or losses is included in our accompanying consolidated statements of operations. We generally do not recognize equity method losses when such losses exceed our net equity method investment balance unless we have committed to provide such investee additional financial support or guaranteed its obligations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assets prior to the sale of interests in the entity. We have elected to follow the cumulative earnings approach when classifying distributions received from equity method investments in our consolidated statements of cash flows, whereby any distributions received up to the amount of cumulative equity earnings would be considered a return on investment and classified in operating activities and any excess distributions would be considered a return of investment and classified in investing activities. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded. For the years ended December 31, 2020, 2019 and 2018, we did not incur any impairment losses from unconsolidated entities.
See Note 5, Other Assets, Net, for a further discussion.
Income Taxes
We qualified, and elected to be taxed, as a 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. To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute to our stockholders a minimum of 90.0% of our annual taxable income, excluding net capital gains. Existi ng Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs can satisfy the di stribution requirement by distributing a combination of cash and stock to stockholders. 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. 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 . 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 will then be subject to federal income taxes on our taxable income at regular corporate rates and will 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 IRS 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.
We may be subject to certain state and local income taxes on our income, property or net worth in some jurisdictions, and in certain circumstances we may also be subject to federal excise taxes on undistributed income. In addition, certain activities that we undertake are conducted by subsidiaries, which we elected to be treated as taxable REIT subsidiaries, or TRS, to allow us to provide services that would otherwise be considered impermissible for REITs. Accordingly, we recognize income tax benefit or expense for the federal, state and local income taxes incurred by our TRS.
We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets reflect the impact of the future deductibility of operating loss carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in income tax benefit or expense in our accompanying consolidated statements of operations when such changes occur. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is recorded in income tax benefit or expense in our accompanying consolidated statements of operations.
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Net deferred tax assets are included in other assets, net, or net deferred tax liabilities are included in security deposits, prepaid rent and other liabilities, in our accompanying consolidated balance sheets.
See Note 15, Income Taxes, for a further discussion.
Segment Disclosure
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. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing — RIDEA facility in November 2017; and skilled nursing facility in March 2018, we added a new reportable segment at each such time. As of December 31, 2020, we have determined that we operate through four reportable business segments, with activities related to investing in medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
See Note 17, Segment Reporting, for a further discussion.
GLA and Other Measures
GLA and other measures used to describe real estate investments included in our accompanying consolidated financial statements are presented on an unaudited basis.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued. ASU 2020-04 is effective for fiscal years and interim periods beginning after March 12, 2020 through December 31, 2022. We are currently evaluating this guidance to determine the impact on our disclosures.
In April 2020, the FASB issued a question and answer document, or the Lease Modification Q&A, to provide guidance for the application of lease accounting modifications within ASC Topic 842 to lease concessions granted by lessors related to the effects of the COVID-19 pandemic. Lease accounting modification guidance in ASC Topic 842 addresses routine changes or enforceable rights and obligations to lease terms as a result of negotiations between the lessor and the lessee; however, the guidance does not take into consideration concessions granted to address sudden liquidity constraints of lessees arising from the COVID-19 pandemic. The underlying premise of ASC Topic 842 requires a modified lease to be accounted for as a new lease if the modified terms and conditions affect the economics of the lease for the remainder of the lease term. Further, a lease modification resulting from lease concessions would require the application of the modification framework pursuant to ASC Topic 842 on a lease-by-lease basis. The potential large volume of contracts to be assessed due to the COVID-19 pandemic may be burdensome and complex for entities to evaluate the lease modification accounting for each lease. Therefore, the Lease Modification Q&A allows entities to elect to account for lease concessions related to the effects of the COVID-19 pandemic as if they were granted under the enforceable rights included in the original contract and are outside of the lease modification framework pursuant to ASC Topic 842. Such election is available for lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee (e.g., total payments required by the modified contract being substantially the same as or less than total payments required by the original contract) and is to be applied consistently to leases with similar characteristics and circumstances.
As a result of the COVID-19 pandemic, we have granted lease concessions to an insignificant number of tenants within our medical office building segment, such as in the form of rent abatements with lease term extensions and rent payment deferrals requiring payment within one year . Such concessions were not material to our consolidated financial statements, and as such, we elected not to apply the relief from lease modification accounting provided in the Lease Modification Q&A. We evaluate each lease concession granted as a result of the effects of the COVID-19 pandemic to determine whether the concession reflects: (i) a resolution of contractual rights in the original lease and is thus outside of the lease modification framework of ASC Topic 842; or (ii) a modification for which we would be required to apply the lease modification framework of ASC Topic 842. The application of the lease modification framework of ASC Topic 842 to lease concessions granted due to the effects of the COVID-19 pandemic did not have a material impact on our consolidated financial statements.
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3. Real Estate Investments, Net
Our real estate investments, net consisted of the following as of December 31, 2020 and 2019 :
December 31,
2020 2019
Building and improvements $ 884,816,000 $ 836,091,000
Land 109,444,000 103,371,000
Furniture, fixtures and equipment 8,599,000 6,656,000
1,002,859,000 946,118,000
Less: accumulated depreciation ( 81,279,000 ) ( 51,058,000 )
Total $ 921,580,000 $ 895,060,000
Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $ 31,563,000 , $ 27,435,000 and $ 16,723,000 , respectively. In addition to the property acquisition transactions discussed below, for the years ended December 31, 2020, 2019 and 2018, we incurred capital expenditures of $ 5,556,000 , $ 4,537,000 and $ 3,643,000 , respectively, for our medical office buildings, $ 1,767,000 , $ 2,505,000 and $ 5,342,000 , respectively, for our senior housing — RIDEA facilities, $ 657,000 , $ 0 and $ 0 , respectively, for our skilled nursing facilities and $ 0 , $ 75,000 and $ 0 , respectively, for our senior housing facilities.
During 2020, we committed to a plan to sell two senior housing facilities within our senior housing – RIDEA reporting segment and commenced actively marketing such assets for sale. We determined that the fair values of such facilities less costs to sell were lower than their carrying values. Therefore, we recognized an aggregate impairment charge of $ 3,642,000 for the year ended December 31, 2020, which reduced the total aggregate carrying value of such assets to $ 6,415,000 . The carrying values of such senior housing — RIDEA facilities were reclassified to properties held for sale, which are included in other assets, net in our accompanying consolidated balance sheets. The fair values of such facilities were determined by the sales price from an executed purchase and sales agreement with a third-party buyer, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy. We did no t recognize impairment charges on long-lived assets for the years ended December 31, 2019 and 2018.
In June 2020, we paid an earn-out of $ 1,483,000 in connection with Overland Park MOB, originally purchased in August 2019, which we capitalized and included in real estate investments, net in our accompanying consolidated balance sheets. Such amount was paid upon the condition being met for an existing tenant to lease and occupy additional space. In addition, we paid our advisor a base acquisition fee, as defined in Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, of $ 34,000 , or 2.25 % of the earn-out amount.
In December 2020, we paid an earn-out of $ 360,000 in connection with Catalina Madera ALF, originally purchased in January 2020, which we capitalized and included in real estate investments, net in our accompanying consolidated balance sheets. Such amount was paid upon the condition being met for achievement of a certain financial metric. In addition, we paid our advisor a base acquisition fee of $ 8,000 , or 2.25 % of the earn-out amount.
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Acquisitions in 2020
For the year ended December 31, 2020, using cash on hand and debt financing, we completed the acquisition of seven buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the year ended December 31, 2020:
Acquisition Location Type Date
Acquired Contract
Purchase
Price
Line of
Credit(1) Total
Acquisition
Fee(2)
Catalina West Haven ALF(3)
West Haven, UT
Senior Housing — RIDEA 01/01/20 $ 12,799,000 $ 12,700,000 $ 278,000
Louisiana Senior Housing Portfolio(4)
Gonzales, Monroe, New Iberia, Shreveport and Slidell, LA
Senior Housing — RIDEA 01/03/20 34,000,000 32,700,000 737,000
Catalina Madera ALF(3)
Madera, CA
Senior Housing — RIDEA 01/31/20 17,900,000 17,300,000 389,000
Total $ 64,699,000 $ 62,700,000 $ 1,404,000
___________
(1) Represents a borrowing under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans, at the time of acquisition.
(2) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25 % of the contract purchase price paid by us.
(3) On January 1, 2020 and January 31, 2020, we completed the acquisitions of Catalina West Haven ALF and Catalina Madera ALF, respectively, pursuant to a joint venture with an affiliate of Avalon Health Care, Inc., or Avalon, an unaffiliated third party. Our ownership of the joint venture is approximately 90.0 %.
(4) On January 3, 2020, we completed the acquisition of Louisiana Senior Housing Portfolio pursuant to a joint venture with an affiliate of Senior Solutions Management Group, or SSMG, an unaffiliated third party. Our ownership of the joint venture is approximately 90.0 %.
For the year ended December 31, 2020, we accounted for our property acquisitions completed as asset acquisitions. We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 2,545,000 . The following table summarizes the purchase price of the assets acquired at the time of acquisition based on their relative fair values:
2020
Acquisitions
Building and improvements
$ 49,792,000
Land 7,632,000
In-place leases 8,974,000
Furniture, fixtures and equipment 854,000
Total assets acquired
$ 67,252,000
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Acquisitions in 2019
For the year ended December 31, 2019, using net proceeds from our initial offering and debt financing, we completed the acquisition of 18 buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the year ended December 31, 2019:
Acquisition(1) Location Type Date
Acquired Contract
Purchase
Price Mortgage
Loan
Payable(2)
Line of
Credit(3) Total
Acquisition
Fee(4)
Lithonia MOB
Lithonia, GA
Medical Office 03/05/19 $ 10,600,000 $ — $ — $ 477,000
West Des Moines SNF
West Des Moines, IA
Skilled Nursing 03/24/19 7,000,000 — — 315,000
Great Nord MOB Portfolio
Tinley Park, IL; Chesterton and Crown Point, IN; and Plymouth, MN
Medical Office 04/08/19 44,000,000 — 15,000,000 1,011,000
Michigan ALF Portfolio(5)
Grand Rapids, MI Senior Housing 05/01/19 14,000,000 10,493,000 3,500,000 315,000
Overland Park MOB
Overland Park, KS
Medical Office 08/05/19 28,350,000 — 28,700,000 638,000
Blue Badger MOB
Marysville, OH
Medical Office 08/09/19 13,650,000 — 12,000,000 307,000
Bloomington MOB
Bloomington, IL
Medical Office 08/13/19 18,200,000 — 17,400,000 409,000
Memphis MOB
Memphis, TN
Medical Office 08/15/19 8,700,000 — 8,600,000 196,000
Haverhill MOB
Haverhill, MA
Medical Office 08/27/19 15,500,000 — 15,450,000 349,000
Fresno MOB
Fresno, CA
Medical Office 10/30/19 10,000,000 — 9,950,000 225,000
Colorado Foothills MOB Portfolio
Arvada, Centennial and Colorado Springs, CO
Medical Office 11/19/19 31,200,000 — 30,500,000 702,000
Total
$ 201,200,000 $ 10,493,000 $ 141,100,000 $ 4,944,000
___________
(1) We own 100 % of our properties acquired for the year ended December 31, 2019.
(2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
(3) Represents a borrowing under the 2018 Credit Facility at the time of acquisition.
(4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25 % of the contract purchase price paid by us. In addition, the total acquisition fee may include a Contingent Advisor Payment, as defined in Note 13, Related Party Transactions, up to 2.25 % of the contract purchase price paid by us. See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion.
(5) We added three buildings to our existing Michigan ALF Portfolio. The other six buildings in the Michigan ALF Portfolio were acquired in December 2018.
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For the year ended December 31, 2019, we accounted for our property acquisitions completed as asset acquisitions. We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 6,461,000 . In addition, we incurred Contingent Advisor Payments of $ 418,000 to our advisor for certain property acquisitions. The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition based on their relative fair values:
2019
Acquisitions
Building and improvements
$ 164,084,000
Land 20,286,000
In-place leases 21,393,000
Above-market leases 2,578,000
Right-of-use asset
3,133,000
Total assets acquired
211,474,000
Mortgage loan payable (including debt discount of $ 758,000 )
( 9,735,000 )
Below-market leases ( 874,000 )
Operating lease liability
( 4,489,000 )
Total liabilities assumed
( 15,098,000 )
Net assets acquired
$ 196,376,000
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Acquisitions in 2018
For the year ended December 31, 2018, using net proceeds from our initial offering and debt financing, we completed the acquisition of 29 buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the year ended December 31, 2018:
Acquisition(1) Location Type Date
Acquired Contract
Purchase
Price Mortgage
Loan
Payable(2)
Line of
Credit(3) Total
Acquisition
Fee(4)
Central Wisconsin Senior Care Portfolio
Sun Prairie and Waunakee, WI
Skilled Nursing 03/01/18 $ 22,600,000 $ — $ 22,600,000 $ 1,018,000
Sauk Prairie MOB
Prairie du Sac, WI
Medical Office 04/09/18 19,500,000 — 19,500,000 878,000
Surprise MOB
Surprise, AZ
Medical Office 04/27/18 11,650,000 — 8,000,000 524,000
Southfield MOB
Southfield, MI
Medical Office 05/11/18 16,200,000 6,071,000 10,000,000 728,000
Pinnacle Beaumont ALF(5)
Beaumont, TX
Senior Housing — RIDEA 07/01/18 19,500,000 — 19,400,000 868,000
Grand Junction MOB
Grand Junction, CO
Medical Office 07/06/18 31,500,000 — 31,400,000 1,418,000
Edmonds MOB
Edmonds, WA
Medical Office 07/30/18 23,500,000 — 22,000,000 1,058,000
Pinnacle Warrenton ALF(5)
Warrenton, MO
Senior Housing — RIDEA 08/01/18 8,100,000 — 8,100,000 360,000
Glendale MOB
Glendale, WI
Medical Office 08/13/18 7,600,000 — 7,000,000 342,000
Missouri SNF Portfolio
Florissant, Kansas City, Milan, Moberly, Salisbury, Sedalia, St. Elizabeth and Trenton, MO
Skilled Nursing 09/28/18 88,200,000 — 87,000,000 3,970,000
Flemington MOB Portfolio
Flemington, NJ
Medical Office 11/29/18 16,950,000 — 15,500,000 763,000
Lawrenceville MOB II
Lawrenceville, GA
Medical Office 12/19/18 9,999,000 — 10,100,000 450,000
Mill Creek MOB
Mill Creek, WA
Medical Office 12/21/18 8,250,000 — 6,200,000 371,000
Modesto MOB
Modesto, CA
Medical Office 12/28/18 16,000,000 — 15,400,000 720,000
Michigan ALF Portfolio
Grand Rapids, Holland, Howell, Lansing and Wyoming, MI
Senior Housing 12/28/18 56,000,000 — 53,400,000 2,520,000
Total
$ 355,549,000 $ 6,071,000 $ 335,600,000 $ 15,988,000
___________
(1) We own 100 % of our properties acquired in 2018, with the exception of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
(2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
(3) Represents a borrowing under the 2016 Credit Facility or 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans, at the time of acquisition.
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(4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25 % of the portion of the aggregate contract purchase price paid by us. In addition, the total acquisition fee includes a Contingent Advisor Payment.
(5) On July 1, 2018 and August 1, 2018, we completed the acquisitions of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, respectively, pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, or Meridian, an unaffiliated third party. Our ownership of the joint venture is approximately 98.0 %.
For the year ended December 31, 2018, we accounted for our property acquisitions completed as asset acquisitions. We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 13,021,000 . In addition, we incurred Contingent Advisor Payments of $ 7,994,000 to our advisor for such property acquisitions. The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition based on their relative fair values:
2018
Acquisitions
Building and improvements
$ 289,830,000
Land 30,878,000
Furniture, fixtures and equipment 79,000
In-place leases 45,439,000
Certificates of need 348,000
Leasehold interests 93,000
Above-market leases 200,000
Total assets acquired
366,867,000
Mortgage loan payable (including debt discount of $ 263,000 )
( 5,808,000 )
Below-market leases ( 269,000 )
Total liabilities assumed
( 6,077,000 )
Net assets acquired
$ 360,790,000
4. Identified Intangible Assets, Net
Identified intangible assets, net consisted of the following as of December 31, 2020 and 2019:
December 31,
2020 2019
Amortized intangible assets:
In-place leases, net of accumulated amortization of $ 32,134,000 and $ 18,273,000 as of December 31, 2020 and 2019, respectively (with a weighted average remaining life of 8.8 years and 9.5 years as of December 31, 2020 and 2019, respectively)
$ 61,166,000 $ 70,650,000
Above-market leases, net of accumulated amortization of $ 1,009,000 and $ 609,000 as of December 31, 2020 and 2019, respectively (with a weighted average remaining life of 9.1 years and 9.5 years as of December 31, 2020 and 2019, respectively)
2,587,000 3,025,000
Unamortized intangible assets:
Certificates of need 348,000 348,000
Total $ 64,101,000 $ 74,023,000
Amortization expense on identified intangible assets for the years ended December 31, 2020, 2019 and 2018 was $ 18,897,000 , $ 18,384,000 and $ 16,180,000 , respectively, which included $ 438,000 , $ 310,000 and $ 208,000 , respectively, of amortization recorded against real estate revenue for above-market leases in our accompanying consolidated statements of operations.
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The aggregate weighted average remaining life of the identified intangible assets was 8.8 years and 9.5 years as of December 31, 2020 and 2019, respectively. As of December 31, 2020, estimated amortization expense on the identified intangible assets for each of the next five years ending December 31 and thereafter was as follows:
Year Amount
2021 $ 11,920,000
2022 8,648,000
2023 7,384,000
2024 6,155,000
2025 4,977,000
Thereafter 24,669,000
Total $ 63,753,000
5. Other Assets, Net
Other assets, net consisted of the following as of December 31, 2020 and 2019:
December 31,
2020 2019
Investment in unconsolidated entity $ 46,653,000 $ 47,016,000
Deferred rent receivables 12,395,000 8,018,000
Prepaid expenses, deposits and other assets 9,028,000 2,380,000
Lease commissions, net of accumulated amortization of $ 426,000 and $ 174,000 as of December 31, 2020 and 2019, respectively
2,399,000 1,623,000
Deferred financing costs, net of accumulated amortization of $ 3,397,000 and $ 1,517,000 as of December 31, 2020 and 2019, respectively(1)
1,724,000 3,583,000
Total $ 72,199,000 $ 62,620,000
___________
(1) Deferred financing costs only include costs related to our line of credit and term loans. Amortization expense on deferred financing costs of our line of credit and term loans for the years ended December 31, 2020, 2019 and 2018 was $ 1,880,000 , $ 2,028,000 and $ 1,000,000 , respectively, which is recorded to interest expense in our accompanying consolidated statements of operations. See Note 7, Line of Credit and Term Loans, for a further discussion.
Investment in unconsolidated entity represents our purchase of 6.0 % of the total membership interests of Trilogy REIT Holdings, LLC, or the Trilogy Joint Venture, from unaffiliated third parties on October 1, 2018 for $ 48,000,000 in cash, based on an estimated gross enterprise value of $ 93,154,000 consisting of our equity investment and a calculated share of the debt of the Trilogy Joint Venture based on our ownership interest. The Trilogy Joint Venture, through an approximately 96.7 % owned subsidiary, owns and operates purpose-built integrated senior health campuses, including skilled nursing facilities and assisted living facilities, located across several states, as well as certain ancillary businesses. In addition to our membership interests, the Trilogy Joint Venture is 70.0 % indirectly owned by Griffin-American Healthcare REIT III, Inc., or GAHR III, and the remaining 24.0 % is indirectly owned by NorthStar Healthcare Income, Inc. GAHR III, through a wholly owned subsidiary, serves as the manager of the Trilogy Joint Venture and both GAHR III and us are sponsored by American Healthcare Investors. In connection with the purchase of the Trilogy Joint Venture membership interests, we paid to our advisor a base acquisition fee of approximately $ 2,096,000 , or 2.25 % of the estimated gross enterprise value of the Trilogy Joint Venture membership interests acquired by us. Additionally, we paid a Contingent Advisor Payment of approximately $ 2,096,000 , or 2.25 % of the estimated gross enterprise value of the Trilogy Joint Venture membership interests acquired by us.
As of December 31, 2020 and 2019, the unamortized basis difference of our joint venture investment in an unconsolidated entity of $ 16,791,000 and $ 17,248,000 , respectively, is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the entity. This difference is being amortized over the remaining useful life of the related assets and included in income or loss from unconsolidated entity in our accompanying consolidated statements of operations.
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6. Mortgage Loans Payable, Net
As of December 31, 2020 and 2019, mortgage loans payable were $ 18,766,000 ($ 17,827,000 , net of discount/premium and deferred financing costs) and $ 27,099,000 ($ 26,070,000 , net of discount/premium and deferred financing costs), respectively. As of December 31, 2020, we had three fixed-rate mortgage loans with interest rates ranging from 3.67 % to 5.25 % per annum, maturity dates ranging from April 1, 2025 to February 1, 2051 and a weighted average effective interest rate of 3.93 %. As of December 31, 2019, we had four fixed-rate mortgage loans with interest rates ranging from 3.67 % to 5.25 % per annum, maturity dates ranging from April 1, 2020 to February 1, 2051 and a weighted average effective interest rate of 4.18 %.
In January 2020, we paid off a mortgage loan payable with a principal balance of $ 7,738,000 , which had an original maturity date of April 1, 2020. We did not incur any prepayment penalties or fees in connection with such payoff. The following table reflects the changes in the carrying amount of mortgage loans payable, net for the years ended December 31, 2020 and 2019:
December 31,
2020 2019
Beginning balance $ 26,070,000 $ 16,892,000
Additions:
Assumption of mortgage loan payable, net — 9,735,000
Amortization of deferred financing costs
40,000 78,000
Amortization of discount/premium on mortgage loans payable
49,000 41,000
Deductions:
Scheduled principal payments on mortgage loans payable
( 8,332,000 ) ( 650,000 )
Deferred financing costs
— ( 26,000 )
Ending balance $ 17,827,000 $ 26,070,000
As of December 31, 2020, the principal payments due on our mortgage loans payable for each of the next five years ending December 31 and thereafter were as follows:
Year Amount
2021 $ 607,000
2022 651,000
2023 680,000
2024 711,000
2025 5,878,000
Thereafter 10,239,000
Total $ 18,766,000
7. Line of Credit and Term Loans
2016 Credit Facility
On August 25, 2016, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the 2016 Credit Agreement, with Bank of America, N.A., or Bank of America, as administrative agent, swing line lender and letters of credit issuer; and KeyBank, National Association, or KeyBank, as syndication agent and letters of credit issuer, to obtain a revolving line of credit with an aggregate maximum principal amount of $ 100,000,000 , or the 2016 Line of Credit, subject to certain terms and conditions. The 2016 Line of Credit would have matured on August 25, 2019.
On each of October 31, 2017 and September 28, 2018, we amended the 2016 Credit Agreement. The material terms of such amendments provided for increases in both the revolving line of credit and term loan commitments, which resulted in an aggregate borrowing capacity under the 2016 Line of Credit of $ 350,000,000 . On November 20, 2018, we, through our operating partnership, terminated the 2016 Credit Agreement, as amended, and entered into the 2018 Credit Agreement as described below. We currently do not have any obligations under the 2016 Credit Agreement, as amended.
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2018 Credit Facility
On November 20, 2018, we, through our operating partnership as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the 2018 Credit Agreement, with Bank of America, as administrative agent, swing line lender and letters of credit issuer; KeyBank, as syndication agent and letters of credit issuer; Citizens Bank, National Association, as syndication agent, joint lead arranger and joint bookrunner; Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint bookrunner; KeyBanc Capital Markets, as joint lead arranger and joint bookrunner; and the lenders named therein, to obtain a credit facility with an initial aggregate maximum principal amount of $ 400,000,000 , or the 2018 Credit Facility. The 2018 Credit Facility initially consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $ 150,000,000 and senior unsecured term loan facilities in the initial aggregate amount of $ 250,000,000 . We may obtain up to $ 20,000,000 in the form of standby letters of credit and up to $ 50,000,000 in the form of swing line loans. On November 1, 2019, we entered into an amendment to the 2018 Credit Agreement, or the 2019 Amendment, with Bank of America, KeyBank and a syndicate of other banks, as lenders, which increased the term loan commitment by $ 45,000,000 and increased the revolving credit facility by $ 85,000,000 . As a result of the 2019 Amendment, the aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 . Except as modified by the 2019 Amendment, the material terms of the 2018 Credit Agreement, as amended, remain in full force and effect.
The maximum principal amount of the 2018 Credit Facility may be increased by up to $ 120,000,000 , for a total principal amount of $ 650,000,000 , subject to: (i) the terms of the 2018 Credit Agreement, as amended; and (ii) at least five business days prior written notice to Bank of America. The 2018 Credit Facility matures on November 19, 2021 and may be extended for one 12 -month period during the term of the 2018 Credit Agreement, as amended, subject to satisfaction of certain conditions, including payment of an extension fee.
At our option, the 2018 Credit Facility bears interest at per annum rates equal to (a)(i) the Eurodollar Rate, as defined in the 2018 Credit Agreement, as amended, plus (ii) a margin ranging from 1.70 % to 2.20 % based on our Consolidated Leverage Ratio, as defined in the 2018 Credit Agreement, as amended, or (b)(i) the greater of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate, as defined in the 2018 Credit Agreement, as amended, plus 0.50 %, (3) the one-month Eurodollar Rate plus 1.00 %, and (4) 0.00 %, plus (ii) a margin ranging from 0.70 % to 1.20 % based on our Consolidated Leverage Ratio. Accrued interest on the 2018 Credit Facility is payable monthly. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
We are required to pay a fee on the unused portion of the lenders’ commitments under the 2018 Credit Agreement, as amended, at a per annum rate equal to 0.20 % if the average daily used amount is greater than 50.00 % of the commitments and 0.25 % if the average daily used amount is less than or equal to 50.00 % of the commitments, which fee shall be measured and payable on a quarterly basis.
As of both December 31, 2020 and 2019, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 . As of December 31, 2020 and 2019, borrowings outstanding totaled $ 476,900,000 and $ 396,800,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.12 % and 3.50 %, respectively, per annum.
8. Derivative Financial Instruments
We record derivative financial instruments in our accompanying consolidated balance sheets as either an asset or a liability measured at fair value. The following table lists the derivative financial instruments held by us as of December 31, 2020 and 2019, which are included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets:
Fair Value
December 31,
Instrument Notional Amount Index Interest Rate Maturity Date 2020 2019
Swap $ 139,500,000 one month LIBOR 2.49 % 11/19/21 $ ( 2,915,000 ) $ ( 2,441,000 )
Swap 58,800,000 one month LIBOR 2.49 % 11/19/21 ( 1,229,000 ) ( 1,029,000 )
Swap 45,000,000 one month LIBOR 0.20 % 11/19/21 ( 27,000 ) —
Swap 36,700,000 one month LIBOR 2.49 % 11/19/21 ( 766,000 ) ( 642,000 )
Swap 15,000,000 one month LIBOR 2.53 % 11/19/21 ( 318,000 ) ( 273,000 )
$ 295,000,000 $ ( 5,255,000 ) $ ( 4,385,000 )
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As of both December 31, 2020 and 2019, none of our derivative financial instruments were designated as hedges as defined by guidance under ASC Topic 815. Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements. For the years ended December 31, 2020 and 2019, we recorded $( 870,000 ) and $( 4,385,000 ), respectively, as an increase to in terest expense in our accompanying consolidated statements of operations related to the change in the fair value of our derivative financial instruments. We did no t have any derivative financial instruments during the year ended December 31, 2018.
See Note 14, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.
9. Identified Intangible Liabilities, Net
As of December 31, 2020 and 2019, identified intangible liabilities, net consisted of below-market leases of $ 1,295,000 and $ 1,601,000 , respectively, net of accumulated amortization of $ 608,000 and $ 702,000 , respectively. Amortization expense on below-market leases for the years ended December 31, 2020, 2019 and 2018 was $ 306,000 , $ 517,000 and $ 380,000 respectively, which was recorded to real estate revenue in our accompanying consolidated statements of operations.
The weighted average remaining life of below-market leases was 11.6 years and 11.3 years as of December 31, 2020 and 2019, respectively. As of December 31, 2020, estimated amortization expense on below-market leases for each of the next five years ending December 31 and thereafter was as follows:
Year Amount
2021 $ 236,000
2022 217,000
2023 207,000
2024 161,000
2025 123,000
Thereafter 351,000
Total $ 1,295,000
10. Commitments and Contingencies
Litigation
We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Environmental Matters
We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.
Other
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Impact of the COVID-19 Pandemic
Since March 2020, the 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. 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. In addition, the continuously evolving nature of the COVID-19
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pandemic makes it difficult to ascertain the long-term impact it will have on real estate markets and our portfolio of investments. 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. 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. Further, our senior housing facilities have also experienced dramatic increases and may continue to experience increases in costs to care for residents; 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 and other supplies required.
We received and recognized in our accompanying consolidated financial statements stimulus funds through economic relief programs of the CARES Act, as discussed at Note 2, Summary of Significant Accounting Policies — Government Grants. We have also taken actions to strengthen our balance sheet and preserve liquidity in response to the COVID-19 pandemic risks. From March to December 2020, we postponed non-essential capital expenditures. In addition, in March 2020, we reduced the stockholder distribution rate and partially suspended our share repurchase plan. See Note 12, Equity — Share Repurchase Plan, for a further discussion. We are continuously monitoring the impact of the COVID-19 pandemic on our business, residents, tenants, operating partners, managers, portfolio of investments and on the United States and global economi es.
11. Redeemable Noncontrolling Interests
As of December 31, 2020 and 2019, our advisor owned all of the 208 limited partnership units outstanding in our operating partnership. As of December 31, 2020 and 2019, we owned greater than a 99.99 % general partnership interest in our operating partnership, and our advisor owned less than a 0.01 % limited partnership interest in our operating partnership. Our advisor is entitled to special redemption rights of its limited partnership units. The noncontrolling interest of our advisor in our operating partnership, which has redemption features outside of our control, is accounted for as a redeemable noncontrolling interest and is presented outside of permanent equity in our accompanying consolidated balance sheets. See Note 13, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing, and Note 13, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units.
In connection with our acquisitions of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, we own approximately 98.0 % of the joint ventures with Meridian. In connection with our acquisitions of Catalina West Haven ALF and Catalina Madera ALF, we own approximately 90.0 % of the joint venture with Avalon. The noncontrolling interests held by Meridian and Avalon have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets.
We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions; or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the years ended December 31, 2020 and 2019:
December 31,
2020 2019
Beginning balance $ 1,462,000 $ 1,371,000
Additions 1,138,000 151,000
Distributions ( 104,000 ) ( 151,000 )
Adjustment to redemption value 615,000 173,000
Net loss attributable to redeemable noncontrolling interests ( 493,000 ) ( 82,000 )
Ending balance $ 2,618,000 $ 1,462,000
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12. Equity
Preferred Stock
Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share. As of both December 31, 2020 and 2019, no shares of our preferred stock were issued and outstanding.
Common Stock
Our charter authorizes us to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share, whereby 900,000,000 shares are classified as Class T common stock and 100,000,000 shares are classified as Class I common stock. Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval; provided, however, that stockholders of one share class shall have exclusive voting rights on any amendment to our charter that would alter only the contract rights of that share class, and no stockholders of another share class shall be entitled to vote thereon. As of both December 31, 2020 and 2019, our advisor owned 20,833 shares of our Class T common stock. On February 15, 2019, we terminated our initial offering and we continued to offer shares of our common stock pursuant to the 2019 DRIP Offering. See the “Distribution Reinvestment Plan” section below for a further discussion.
Through December 31, 2020, we had issued 75,639,681 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our initial offering and 7,595,594 aggregate shares of our Class T and Class I common stock pursuant to our DRIP Offerings. We also granted an aggregate of 105,000 shares of our restricted Class T common stock to our independent directors and repurchased 2,021,771 shares of our common stock under our share repurchase plan through December 31, 2020. As of December 31, 2020 and 2019, we had 81,339,337 and 79,899,874 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding.
Distribution Reinvestment Plan
We had registered and reserved $ 150,000,000 in shares of our common stock for sale pursuant to the DRIP in our initial offering. The DRIP allows stockholders to purchase additional Class T shares and Class I shares of our common stock through the reinvestment of distributions during our initial offering. Pursuant to the DRIP, distributions with respect to Class T shares are reinvested in Class T shares and distributions with respect to Class I shares are reinvested in Class I shares. On February 15, 2019, we terminated our initial offering and we continued to offer up to $ 100,000,000 in shares of our common stock pursuant to the 2019 DRIP Offering. In connection with our board’s 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, unless and until our board reinstates the DRIP. 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, and stockholders who are participants in the DRIP will receive cash distributions instead.
Since April 6, 2018, our board has approved and established an estimated per share net asset value, or NAV, on at least an annual basis. Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant the DRIP were or will be issued at the current estimated per share NAV until such time as our board determines an updated estimated per share NAV. The following is a summary of our historical estimated per share NAV of our Class T and Class I common stock:
Approval Date by our Board Estimated Per
Share NAV
(Unaudited)
04/06/18 $ 9.65
04/04/19 $ 9.54
04/02/20 $ 9.54
For the years ended December 31, 2020, 2019 and 2018, $ 19,862,000 , $ 25,533,000 and $ 17,612,000 , respectively, in distributions were reinvested and 2,081,895 , 2,666,913 and 1,838,711 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings. As of December 31, 2020 and 2019, a total of $ 72,492,000 and $ 52,630,000 , respectively, in distributions were cumulatively reinvested that resulted in 7,595,594 and 5,513,699 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings.
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Share Repurchase Plan
Due to the impact the COVID-19 pandemic has had on the United States and globally, and the ongoing uncertainty of the severity and duration of the COVID-19 pandemic and its effects, beginning in March 2020, our board decided to take steps to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects. As a result, 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. Repurchase requests resulting from the death or qualifying disability of stockholders were not suspended, but remained subject to all terms and conditions of our share repurchase plan, including our board’s discretion to determine whether we have sufficient funds available to repurchase any shares.
In connection with our board’s strategic alternative review process and in order to facilitate a strategic transaction, 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, until such time, if any, as our board determines to reinstate our share repurchase plan.
Prior to the suspension of our share repurchase plan, our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases were made at the sole discretion of our board. Subject to the availability of the funds for share repurchases, we generally limited the number of shares of our common stock repurchased during any calendar year to 5.0 % of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder were not subject to this cap. Funds for the repurchase of shares of our common stock came exclusively from the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP Offerings.
All repurchases of our shares of common stock were subject to a one-year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases were repurchased following a one-year holding period at a price between 92.5 % to 100 % of each stockholder’s repurchase amount depending on the period of time their shares had been held. During our initial offering and with respect to shares repurchased for the quarter ending March 31, 2019, the repurchase amount for shares repurchased under our share repurchase plan was equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the per share offering price in our initial offering. Commencing with shares repurchased for the quarter ending June 30, 2019, the repurchase amount for shares repurchased under our share repurchase plan was the lesser of (i) the amount per share the stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of the applicable class of common stock as determined by our board. See the “Distribution Reinvestment Plan” section above for a summary of our historical estimated per share NAV. However, if shares of our common stock were repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price was no less than 100 % of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provided that if there were insufficient funds to honor all repurchase requests, pending requests may be honored among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to repurchases sought upon a stockholder’s death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests.
For the years ended December 31, 2020, 2019 and 2018, we repurchased 664,932 , 928,675 and 350,418 shares of our common stock, respectively, for an aggregate of $ 6,214,000 , $ 8,609,000 and $ 3,312,000 , respectively, at an average repurchase price of $ 9.34 , $ 9.27 and $ 9.45 per share, respectively. As of December 31, 2020 and 2019, we cumulatively repurchased 2,021,771 and 1,356,839 shares of our common stock, respectively, for an aggregate of $ 18,870,000 and $ 12,656,000 , respectively, at an average repurchase price of $ 9.33 per share. In January 2021, we repurch ased 72,339 shares of our common stock, for an aggregate of $ 713,000 , at an average repurchase price of $ 9.86 per share. All shares were repurchased using the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP Offerings.
2015 Incentive Plan
We adopted the 2015 Incentive Plan, or our incentive plan, pursuant to which our board, or a committee of our independent directors, may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares. For the years ended December 31, 2020, 2019 and 2018, we granted an aggregate of 22,500 shares of our restricted Class T common stock at a weighted average grant date fair value of $ 9.54 , $ 9.54 and $ 9.65 per share, respectively, to our independent directors in connection with their re-election to our board or in consideration for their past services rendered. Such shares vested 20.0 % immediately on the grant
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date and 20.0 % will vest on each of the first four anniversaries of the grant date. We follow ASC Topic 718, Compensation — Stock Compensation , to account for our stock compensation pursuant to our incentive plan. For the years ended December 31, 2020, 2019 and 2018, we recognized stock compensation expense of $ 215,000 , $ 207,000 and $ 185,000 , respectively, which is included in general and administrative in our accompanying consolidated statements of operations.
Offering Costs
Selling Commissions
Through the termination of our initial offering on February 15, 2019, we generally paid our dealer manager selling commissions of up to 3.0 % of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to the primary portion of our initial offering. No selling commissions were payable on Class I shares or shares of our common stock sold pursuant to our DRIP Offerings. Following the termination of our initial offering on February 15, 2019, we no longer incur additional selling commissions. For the years ended December 30, 2019 and 2018, we incurred $ 2,241,000 and $ 6,983,000 , respectively, in selling commissions to our dealer manager. Such commissions were charged to stockholders’ equity as such amounts were paid to our dealer manager from the gross proceeds of our initial offering.
Dealer Manager Fee
Through the termination of our initial offering on February 15, 2019, with respect to shares of our Class T common stock, our dealer manager generally received a dealer manager fee of up to 3.0 % of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our initial offering, of which 1.0 % of the gross offering proceeds was funded by us and up to an amount equal to 2.0 % of the gross offering proceeds was funded by our advisor. Effective March 1, 2017 and through the termination of our initial offering on February 15, 2019, with respect to shares of our Class I common stock, our dealer manager generally received a dealer manager fee up to an amount equal to 1.5 % of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to the primary portion of our initial offering, all of which was funded by our advisor. No dealer manager fee was payable on shares of our common stock sold pursuant to our DRIP Offerings.
Following the termination of our initial offering on February 15, 2019, we no longer incur additional dealer manager fees. For the years ended December 31, 2019 and 2018, we incurred $ 759,000 and $ 2,364,000 , respectively, in dealer manager fees to our dealer manager. Such fees were charged to stockholders’ equity as such amounts were paid to our dealer manager or its affiliates from the gross proceeds of our initial offering. See Note 13, Related Party Transactions — Offering Stage — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by our advisor.
Stockholder Servicing Fee
We pay our dealer manager a quarterly stockholder servicing fee with respect to our Class T shares sold as additional compensation to the dealer manager and participating broker-dealers. No stockholder servicing fee is paid with respect to Class I shares or shares of our common stock sold pursuant to our DRIP Offerings. The stockholder servicing fee accrues daily in an amount equal to 1/365th of 1.0 % of the purchase price per share of our Class T shares sold in the primary portion of our initial offering. We will cease paying the stockholder servicing fee with respect to our Class T shares sold in the primary portion of our initial offering upon the occurrence of certain defined events, such as our redemption of such Class T shares. Our dealer manager may re-allow to participating broker-dealers all or a portion of the stockholder servicing fee for services that such participating broker-dealers perform in connection with the shares of our Class T common stock. By agreement with participating broker-dealers, such stockholder servicing fee may be reduced or limited.
Following the termination of our initial offering on February 15, 2019, we no longer incur additional stockholder servicing fees. For the years ended December 31, 2019 and 2018, we incurred $ 2,573,000 and $ 8,069,000 , respectively, in stockholder servicing fees to our dealer manager. As of December 31, 2020 and 2019, we accrued $ 6,100,000 and $ 12,610,000 , respectively, in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities with a corresponding offset to stockholders’ equity in our accompanying consolidated balance sheets.
Noncontrolling Interest
In connection with our acquisition of Louisiana Senior Housing Portfolio on January 3, 2020, as of December 31, 2020 we owned an approximate 90.0 % interest in our consolidated joint venture with SSMG that owns such properties. As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying consolidated statements of operations for the period from January 3, 2020 through December 31, 2020, and the carrying amount of such
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noncontrolling interest is presented in total equity in our accompanying consolidated balance sheets as of December 31, 2020. We did not have any noncontrolling interest in total equity for the year ended December 31, 2019.
13. Related Party Transactions
Fees and Expenses Paid to Affiliates
All of our executive officers and one of our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings; however, we are not affiliated with Griffin Capital, our dealer manager, Colony Capital or Mr. Flaherty. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses. Our board, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the year ended December 31, 2020. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties. For the years ended December 31, 2020, 2019 and 2018, we incurred $ 13,350,000 , $ 16,296,000 and $ 22,355,000 , respectively, in fees and expenses to our affiliates as detailed below.
Offering Stage
Dealer Manager Fee
Through the termination of our initial offering on February 15, 2019, with respect to shares of our Class T common stock, our dealer manager generally received a dealer manager fee of up to 3.0 % of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to the primary portion of our initial offering, of which 1.0 % of the gross offering proceeds was funded by us and up to an amount equal to 2.0 % of the gross offering proceeds was funded by our advisor. Effective March 1, 2017 and through the termination of our initial offering on February 15, 2019, with respect to shares of our Class I common stock, our dealer manager generally received a dealer manager fee up to an amount equal to 1.5 % of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to the primary portion of our initial offering, all of which was funded by our advisor. Our advisor recouped the portion of the dealer manager fee it funded through the receipt from us of the Contingent Advisor Payment, as defined below, through the payment of acquisition fees as described below. No dealer manager fee was payable on shares of our common stock sold pursuant to our DRIP Offerings.
Following the termination of our initial offering on February 15, 2019, we no longer incur additional dealer manager fees. For the years ended December 31, 2019 and 2018, we incurred $ 1,687,000 and $ 4,878,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred. Such fee was charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying consolidated balance sheets. See Note 12, Equity — Offering Costs — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by us.
Other Organizational and Offering Expenses
Through the termination of our initial offering on February 15, 2019, we incurred other organizational and offering expenses in connection with the primary portion of our initial offering (other than selling commissions, the dealer manager fee and the stockholder servicing fee) that were funded by our advisor. Our advisor recouped such expenses it funded through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. No other organizational and offering expenses were paid with respect to shares of our common stock sold pursuant to our DRIP Offerings.
Following the termination of our initial offering on February 15, 2019, we no longer incur additional other organizational and offering expenses. For the years ended December 31, 2019 and 2018, we incurred $ 114,000 and $ 1,465,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the other organizational and offering expenses that our advisor had incurred. Such expenses were charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying consolidated balance sheets.
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Acquisition and Development Stage
Acquisition Fee
We pay our advisor or its affiliates an acquisition fee of up to 4.50 % of the contract purchase price, including any contingent or earn-out payments that may be paid, of each property we acquire. The 4.50 % acquisition fees consist of a 2.25 % base acquisition fee, or the base acquisition fee, for real estate acquisitions, and an additional 2.25 % contingent advisor payment, or the Contingent Advisor Payment, as applicable. The Contingent Advisor Payment allowed our advisor to recoup the portion of the dealer manager fee and other organizational and offering expenses funded by our advisor. Therefore, the amount of the Contingent Advisor Payment paid upon the closing of an acquisition did not exceed the then outstanding amounts paid by our advisor for dealer manager fees and other organizational and offering expenses at the time of such closing. For these purposes, the amounts paid by our advisor and considered as “outstanding” were reduced by the amount of the Contingent Advisor Payment previously paid. Notwithstanding the foregoing, the initial $ 7,500,000 of amounts paid by our advisor to fund the dealer manager fee and other organizational and offering expenses, or the Contingent Advisor Payment Holdback, was retained by us until February 2019, the termination of our initial offering and the third anniversary of the commencement date of our initial offering, at which time such amount was paid to our advisor. Our advisor or its affiliates are entitled to receive these acquisition fees for properties acquired with funds raised in our initial offering, including acquisitions completed after the termination of the Advisory Agreement (including imputed leverage of 50.0 % on funds raised in our initial offering), or funded with net proceeds from the sale of a property, subject to certain conditions. Our advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in our advisor’s sole discretion.
Base acquisition fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets or are expensed as incurred and included in acquisition related expenses in our accompanying consolidated statements of operations, as applicable. For the years ended December 31, 2020, 2019 and 2018, we incurred base acquisition fees of $ 1,485,000 , $ 4,595,000 and $ 10,096,000 , respectively, to our advisor. As of both December 31, 2020 and 2019, we paid $ 20,982,000 in Contingent Advisor Payments to our advisor and do not have any amounts outstanding due to our advisor. For a further discussion of amounts paid in connection with the Contingent Advisor Payment, see the “Dealer Manager Fee” and “Other Organizational and Offering Expenses” sections above.
Development Fee
In the event our advisor or its affiliates provide development-related services, we pay our advisor or its affiliates a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development.
For the years ended December 31, 2020, 2019 and 2018, we incurred development fees of $ 87,000 , $ 34,000 and $ 6,000 respectively, to our advisor, which was expensed as incurred and included in acquisition related expenses in our accompanying consolidated statements of operations.
Reimbursement of Acquisition Expenses
We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets, which are reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees, total development costs and real estate commissions paid to unaffiliated third parties will not exceed, in the aggregate, 6.0 % of the contract purchase price of the property, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. For the years ended December 31, 2020, 2019 and 2018, such fees and expenses paid did not exceed 6.0 % of the contract purchase price of our property acquisitions, except with respect to our acquisitions of Athens MOB Portfolio, Northern California Senior Housing Portfolio, Pinnacle Warrenton ALF, Glendale MOB, Missouri SNF Portfolio, Flemington MOB Portfolio and West Des Moines SNF, which excess fees and expenses were approved by our directors as set forth above.
Reimbursements of acquisition expenses are capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets or are expensed as incurred and included in acquisition related expenses in our accompanying consolidated statements of operations, as applicable. For the years ended December 31, 2020, 2019 and 2018, we incurred $ 1,000 , $ 0 and $ 2,000 , respectively, in acquisition expenses to our advisor or its affiliates.
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Operational Stage
Asset Management Fee
We pay our advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.80 % of average invested assets. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation.
For the years ended December 31, 2020, 2019 and 2018, we incurred $ 9,732,000 , $ 8,276,000 and $ 4,975,000 , respectively, in asset management fees to our advisor, which are included in general and administrative in our accompanying consolidated statements of operations.
Property Management Fee
American Healthcare Investors or its designated personnel may provide property management services with respect to our properties or may sub-contract these duties to any third party and provide oversight of such third-party property manager. We pay American Healthcare Investors a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a property management oversight fee of 1.0 % of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property, except for such properties operated utilizing a RIDEA structure, for which we pay a property management oversight fee of 1.5 % of the gross monthly cash receipts with respect to such property; (ii) a property management oversight fee of 1.5 % of the gross monthly cash receipts of any property that is not a stand-alone, single-tenant, net leased property and for which American Healthcare Investors or its designated personnel provide oversight of a third party that performs the duties of a property manager with respect to such property; or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single-tenant, net leased property and for which American Healthcare Investors or its designated personnel directly serve as the property manager without sub-contracting such duties to a third party.
Property management fees are included in rental expenses or general and administrative expenses in our accompanying consolidated statements of operations, as applicable. For the years ended December 31, 2020, 2019 and 2018, we incurred property management fees of $ 1,454,000 , $ 1,220,000 and $ 746,000 , respectively, to American Healthcare Investors.
Lease Fees
We pay our advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0 % to 6.0 % of the gross revenues generated during the initial term of the lease.
Lease fees are capitalized as lease commissions, which are included in other assets, net in our accompanying consolidated balance sheets, and amortized over the term of the lease. For the years ended December 31, 2020, 2019 and 2018, we incurred lease fees of $ 333,000 , $ 83,000 and $ 94,000 , respectively.
Construction Management Fee
In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, we pay our advisor or its affiliates a construction management fee of up to 5.0 % of the cost of such improvements. Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets or are expensed and included in our accompanying consolidated statements of operations, as applicable. For the years ended December 31, 2020, 2019 and 2018, we incurred construction management fees of $ 99,000 , $ 155,000 and $ 28,000 , respectively.
Operating Expenses
We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0 % of our average invested assets, as defined in the Advisory Agreement; or (ii) 25.0 % of our net income, as defined in the Advisory Agreement, unless our
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independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient.
For the 12 months ended December 31, 2020, 2019 and 2018, our operating expenses did not exceed the aforementioned limitations. The following table reflects our operating expenses as a percentage of average invested assets and as a percentage of net income for the 12 month periods then ended:
12 months ended December 31,
2020 2019 2018
Operating expenses as a percentage of average invested assets 1.2 % 1.2 % 1.2 %
Operating expenses as a percentage of net income 38.1 % 37.2 % 28.3 %
For the years ended December 31, 2020, 2019 and 2018, our advisor incurred operating expenses on our behalf of $ 159,000 , $ 132,000 and $ 65,000 , respectively. Operating expenses are generally included in general and administrative in our accompanying consolidated statements of operations.
Liquidity Stage
Disposition Fees
For services relating to the sale of one or more properties, we pay our advisor or its affiliates a disposition fee up to the lesser of 2.0 % of the contract sales price or 50.0 % of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0 % of the contract sales price. For the years ended December 31, 2020, 2019 and 2018, we did not incur any disposition fees to our advisor or its affiliates.
Subordinated Participation Interest
Subordinated Distribution of Net Sales Proceeds
In the event of liquidation, we will pay our advisor a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0 % of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of: (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan); plus (ii) an annual 6.0 % cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the years ended December 31, 2020, 2019 and 2018, we did not pay any such distributions to our advisor.
Subordinated Distribution Upon Listing
Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor’s limited partnership units, we will pay our advisor a distribution equal to 15.0 % of the amount by which: (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash equal to an annual 6.0 % cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the years ended December 31, 2020, 2019 and 2018, we did not pay any such distributions to our advisor.
Subordinated Distribution Upon Termination
Pursuant to the Agreement of Limited Partnership, as amended, of our operating partnership upon termination or non-renewal of the Advisory Agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0 % of the amount, if any, by which: (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our
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common stock pursuant to our share repurchase plan) an d the total amount of cash equal to an annual 6.0 % cumula tive, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock, shares of a company that are traded on a national securities exchange.
As of December 31, 2020 and 2019, we did not have any liability related to the subordinated distribution upon termination.
Stock Purchase Plans
On December 31, 2017, our Chief Executive Officer and Chairman of the Board of Directors, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President and General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the 2018 Stock Purchase Plans, whereby they each irrevocably agreed to invest 100 % of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our Class I common stock. In addition, on December 31, 2017, the four Executive Vice Presidents of American Healthcare Investors at the time, including our Executive Vice President of Acquisitions, Stefan K.L. Oh, our Chief Financial Officer, Brian S. Peay, and Wendie Newman Vice President of Asset Management, each executed similar 2018 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from 5.0 % to 15.0 %, earned on or after January 1, 2018 as employees of American Healthcare Investors directly into shares of our Class I common stock. The 2018 Stock Purchase Plans terminated on December 31, 2018.
Purchases of shares of our Class I common stock pursuant to the 2018 Stock Purchase Plans commenced beginning with the first regularly scheduled payroll payment on January 22, 2018, and concluded with the regularly scheduled payroll payment on January 7, 2019. For the years ended December 31, 2019 and 2018, our officers invested $ 34,000 and $ 1,078,000 , respectively, and 3,346 and 113,658 shares of our Class I common stock, respectively, were issued in the aggregate pursuant to the 2018 Stock Purchase Plans. The shares of Class I common stock were purchased pursuant to the 2018 Stock Purchase Plans at a per share purchase price equal to the per share purchase price of our Class I common stock, which was $ 9.21 per share prior to April 11, 2018 and $ 9.65 per share effective as of April 11, 2018. No selling commissions, dealer manager fees (including the portion of such dealer manager fees funded by our advisor) or stockholder servicing fees were paid with respect to such sales of our Class I common stock pursuant to the 2018 Stock Purchase Plans.
Accounts Payable Due to Affiliates
The following amounts were outstanding to our affiliates as of December 31, 2020 and 2019:
December 31,
Fee 2020 2019
Asset management fees $ 814,000 $ 768,000
Property management fees 117,000 145,000
Acquisition and development fees 64,000 5,000
Construction management fees 33,000 65,000
Operating expenses 10,000 12,000
Lease commissions 8,000 21,000
Total $ 1,046,000 $ 1,016,000
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
14. Fair Value Measurements
Assets and Liabilities Reported at Fair Value
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2020, aggregated by the level in the fair value hierarchy within which those measurements fall:
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Liabilities:
Derivative financial instruments $ — $ 5,255,000 $ — $ 5,255,000
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2019, aggregated by the level in the fair value hierarchy within which those measurements fall:
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Liabilities:
Derivative financial instruments $ — $ 4,385,000 $ — $ 4,385,000
There were no transfers into or out of fair value measurement levels during the years ended December 31, 2020 and 2019.
Derivative Financial Instruments
We use interest rate swaps to manage interest rate risk associated with variable-rate debt. The valuation of these instruments is determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of interest rate swaps are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.
We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Although we have determined that the majority of the inputs used to value our derivative financial instruments fall within Level 2 of the fair value hierarchy, the 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 us and our counterparty. However, as of December 31, 2020, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Financial Instruments Disclosed at Fair Value
Our accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under the 2018 Credit Facility.
We consider the carrying values of cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits and accounts payable and accrued liabilities to approximate the fair values for these financial instruments based upon
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
the short period of time between origination of the instruments and their expected realization. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. These financial assets and liabilities are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets and liabilities, and therefore are classified as Level 1 in the fair value hierarchy.
The fair values of our mortgage loans payable and the 2018 Credit Facility are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that our mortgage loans payable and the 2018 Credit Facility are classified in Level 2 within the fair value hierarchy as reliance is placed on inputs other than quoted prices that are observable, such as interest rates and yield curves. The carrying amounts and estimated fair values of such financial instruments as of December 31, 2020 and 2019 were as follows:
December 31,
2020 2019
Carrying
Amount(1) Fair
Value Carrying
Amount(1) Fair
Value
Financial Liabilities:
Mortgage loans payable $ 17,827,000 $ 22,052,000 $ 26,070,000 $ 26,677,000
Line of credit and term loans $ 475,176,000 $ 477,651,000 $ 393,217,000 $ 396,891,000
___________
(1) Carrying amount is net of any discount/premium and deferred financing costs.
15. Income Taxes
As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as TRS, pursuant to the Code. TRS may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates.
On March 27, 2020, the federal government passed the CARES Act which contains economic stimulus provisions, including the temporary removal of limitations on the deductibility of net operating losses, or NOL, modifications to the carryback periods of NOL, modifications to the business interest deduction limitations and technical corrections to the tax depreciation recovery period for qualified improvement property. Accordingly, tax law changes within the CARES Act may impact income taxes accrued, deferred tax assets or liabilities and the associated valuation allowances included in our consolidated financial statements, if any. We do not anticipate that tax law changes in the CARES Act will materially impact the computation of our taxable income, including our TRS. We also do not expect that we will realize a material tax benefit as a result of the changes to the provisions of the Code made by the CARES Act. We will continue to evaluate the tax impact of the CARES Act and any guidance provided by the United States Treasury Department, the IRS and other state and local regulatory authorities to our consolidated financial statements.
The components of income tax benefit or expense for the years ended December 31, 2020, 2019 and 2018 were as follows:
Years Ended December 31,
2020 2019 2018
Federal deferred $ ( 3,336,000 ) $ ( 1,087,000 ) $ ( 2,593,000 )
State deferred ( 1,097,000 ) ( 100,000 ) ( 675,000 )
Federal current — — —
State current — ( 8,000 ) 8,000
Valuation allowance 4,433,000 1,187,000 3,268,000
Total income tax (benefit) expense $ — $ ( 8,000 ) $ 8,000
Current Income Tax
Federal and state income taxes are generally a function of the level of income recognized by our TRS.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred Taxes
Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax NOL that may be realized in future periods depending on sufficient taxable income.
We recognize the financial statement effects of an uncertain tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both December 31, 2020 and 2019, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements.
We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both December 31, 2020 and 2019, our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.
Any increases or decreases to the deferred income tax assets or liabilities are reflected in income tax benefit or expense in our accompanying consolidated statements of operations. The components of deferred tax assets as of December 31, 2020 and 2019 was as follows:
Years Ended December 31,
2020 2019
Deferred income tax assets:
Fixed assets and intangibles $ 3,982,000 $ 2,455,000
Expense accruals and other 1,076,000 620,000
Net operating loss 4,306,000 1,856,000
Valuation allowances ( 9,364,000 ) ( 4,931,000 )
Total deferred income tax assets
$ — $ —
At December 31, 2020 and 2019, we had a NOL carryforward of $ 16,158,000 and $ 7,179,000 , respectively, related to our TRS. These amounts can be used to offset future taxable income, if any. The NOL carryforwards that were incurred before January 1, 2018 begin to expire in 2037 with respect to the TRS. The NOL carryforwards incurred after December 31, 2017 will be carried forward indefinitely.
Tax Treatment of Distributions
For federal income tax purposes, distributions to stockholders are characterized as ordinary income, capital gain distributions or nontaxable distributions. Nontaxable distributions will reduce United States stockholders’ basis (but not below zero) in their shares. The income tax treatment for distributions reportable for the years ended December 31, 2020, 2019 and 2018 was as follows:
Years Ended December 31,
2020 2019 2018
Ordinary income $ 5,479,000 14.5 % $ 10,099,000 21.8 % $ 11,909,000 37.7 %
Capital gain — — — — — —
Return of capital 32,193,000 85.5 36,317,000 78.2 19,673,000 62.3
$ 37,672,000 100 % $ 46,416,000 100 % $ 31,582,000 100 %
Amounts listed above do not include distributions paid on nonvested shares of our restricted common stock which have been separately reported.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Leases
Lessor
We have operating leases with tenants that expire at various dates through 2040. For the years ended December 31, 2020 and 2019, we recognized $ 86,321,000 and $ 74,610,000 of real estate revenue, respectively, related to operating lease payments, of which $ 18,372,000 and $ 14,878,000 , respectively, was for variable lease payments. As of December 31, 2020, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for each of the next five years ending December 31 and thereafter for the properties that we wholly own:
Year Amount
2021 $ 64,261,000
2022 61,691,000
2023 57,193,000
2024 51,590,000
2025 45,136,000
Thereafter 266,446,000
Total
$ 546,317,000
Lessee
We have ground lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases expire at various dates through 2107, excluding extension options. Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index, and may include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
For the years ended December 31, 2020 and 2019, operating lease costs were $ 862,000 and $ 735,000 , respectively, which are included in rental expenses in our accompanying consolidated statements of operations. Such costs also include variable lease costs, which are immaterial. Additional information related to our operating leases for the periods presented below was as follows:
December 31,
2020 2019
Weighted average remaining lease term (in years) 79.5 80.4
Weighted average discount rate
5.74 % 5.74 %
Years Ended December 31,
2020 2019
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash outflows related to operating leases
$ 518,000 $ 458,000
Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 4,489,000
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2020, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for each of the next five years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying consolidated balance sheet:
Year Amount
2021 $ 523,000
2022 526,000
2023 530,000
2024 534,000
2025 538,000
Thereafter 46,565,000
Total operating lease payments 49,216,000
Less: interest 39,312,000
Present value of operating lease liabilities $ 9,904,000
17. Segment Reporting
As of December 31, 2020, we evaluated our business and made resource allocations based on four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. Our medical office buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our senior housing and skilled nursing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure.
We evaluate performance based upon segment net operating income, or NOI. We define segment NOI as total revenues and grant income, less rental expenses and property operating expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses, interest expense, impairment of real estate investments, income or loss from unconsolidated entity, other income and income tax benefit or expense for each segment. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment NOI serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis.
Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. Non-segment assets primarily consist of corporate assets including our joint venture investment in an unconsolidated entity, cash and cash equivalents, other receivables, real estate deposits and other assets not attributable to individual properties.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Summary information for the reportable segments during the years ended December 31, 2020, 2019 and 2018 was as follows:
Medical
Office
Buildings Senior
Housing —
RIDEA Skilled
Nursing
Facilities Senior
Housing Year Ended
December 31, 2020
Revenues and grant income:
Real estate revenue $ 65,509,000 $ — $ 11,968,000 $ 8,844,000 $ 86,321,000
Resident fees and services — 67,793,000 — — 67,793,000
Grant income — 1,005,000 — — 1,005,000
Total revenues and grant income 65,509,000 68,798,000 11,968,000 8,844,000 155,119,000
Expenses:
Rental expenses 22,068,000 — 576,000 806,000 23,450,000
Property operating expenses — 60,224,000 — — 60,224,000
Segment net operating income $ 43,441,000 $ 8,574,000 $ 11,392,000 $ 8,038,000 $ 71,445,000
Expenses:
General and administrative $ 16,691,000
Acquisition related expenses ( 160,000 )
Depreciation and amortization 50,304,000
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 19,955,000 )
Loss in fair value of derivative financial instruments ( 870,000 )
Impairment of real estate investments ( 3,642,000 )
Income from unconsolidated entity 629,000
Other income 286,000
Net loss $ ( 18,942,000 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Medical
Office
Buildings Senior
Housing —
RIDEA Skilled
Nursing
Facilities Senior
Housing Year Ended
December 31, 2019
Revenues:
Real estate revenue $ 54,508,000 $ — $ 11,681,000 $ 8,421,000 $ 74,610,000
Resident fees and services — 46,160,000 — — 46,160,000
Total revenues
54,508,000 46,160,000 11,681,000 8,421,000 120,770,000
Expenses:
Rental expenses 17,528,000 — 556,000 1,142,000 19,226,000
Property operating expenses — 37,434,000 — — 37,434,000
Segment net operating income $ 36,980,000 $ 8,726,000 $ 11,125,000 $ 7,279,000 $ 64,110,000
Expenses:
General and administrative
$ 15,235,000
Acquisition related expenses
1,974,000
Depreciation and amortization
45,626,000
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 16,191,000 )
Loss in fair value of derivative financial instruments ( 4,385,000 )
Income from unconsolidated entity 267,000
Other income 175,000
Loss before income taxes ( 18,859,000 )
Income tax benefit 8,000
Net loss
$ ( 18,851,000 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Medical
Office
Buildings Senior
Housing —
RIDEA Skilled
Nursing
Facilities Senior
Housing Year Ended
December 31, 2018
Revenues:
Real estate revenue $ 34,339,000 $ — $ 4,266,000 $ 8,994,000 $ 47,599,000
Resident fees and services — 36,857,000 — — 36,857,000
Total revenues
34,339,000 36,857,000 4,266,000 8,994,000 84,456,000
Expenses:
Rental expenses 9,934,000 — 351,000 1,214,000 11,499,000
Property operating expenses — 30,023,000 — — 30,023,000
Segment net operating income $ 24,405,000 $ 6,834,000 $ 3,915,000 $ 7,780,000 $ 42,934,000
Expenses:
General and administrative
$ 9,172,000
Acquisition related expenses
2,795,000
Depreciation and amortization
32,658,000
Other income (expense):
Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 6,788,000 )
Loss from unconsolidated entity
( 110,000 )
Other income 11,000
Loss before income taxes ( 8,578,000 )
Income tax expense
( 8,000 )
Net loss
$ ( 8,586,000 )
Assets by reportable segment as of December 31, 2020 and 2019 were as follows:
December 31,
2020 2019
Medical office buildings $ 583,131,000 $ 600,048,000
Senior housing — RIDEA 238,910,000 149,055,000
Skilled nursing 119,247,000 121,749,000
Senior housing 100,370,000 142,982,000
Other 51,115,000 54,493,000
Total assets $ 1,092,773,000 $ 1,068,327,000
18. Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, accounts and other receivables, restricted cash and real estate deposits. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of December 31, 2020 and 2019, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants is limited. In general, we perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.
Based on leases in effect as of December 31, 2020, two states in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI. Our properties located in Missouri and Michigan accounted for approximately 12.1 % and 10.1 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Based on leases in effect as of December 31, 2020, our four reportable business segments, medical office buildings, skilled nursing facilities, senior housing — RIDEA and senior housing accounted for 65.0 %, 14.4 %, 10.5 % and 10.1 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
As of December 31, 2020, we had one tenant that accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI, as follows:
Tenant Annualized
Base Rent/
NOI(1) Percentage of
Annualized
Base Rent/NOI Acquisition Reportable
Segment GLA
(Sq Ft) Lease Expiration
Date
RC Tier Properties, LLC $ 7,937,000 11.0 % Missouri SNF Portfolio Skilled Nursing 385,000 09/30/33
___________
(1) Amount is based on contractual base rent from leases in effect as of December 31, 2020, for our non–RIDEA properties and annualized NOI for our senior housing — RIDEA facilities. The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.
19. Per Share Data
Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 20,000 , $ 24,000 and $ 19,000 for the years ended December 31, 2020, 2019 and 2018, respectively. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of December 31, 2020 and 2019, there were 45,000 and 43,500 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. As of December 31, 2020 and 2019, there were 208 redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.
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SCHEDULE III — REAL ESTATE AND
ACCUMULATED DEPRECIATION
December 31, 2020
Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
Description(a) Encumbrances Land Buildings and
Improvements Cost
Capitalized
Subsequent to
Acquisition(b) Land Buildings and
Improvements Total(d) Accumulated
Depreciation
(f)(g) Date of
Construction Date
Acquired
Auburn MOB (Medical Office)
Auburn, CA $ — $ 406,000 $ 4,600,000 $ 230,000 $ 406,000 $ 4,830,000 $ 5,236,000 $ ( 740,000 ) 1997 06/28/16
Pottsville MOB (Medical Office)
Pottsville, PA
— 1,493,000 7,050,000 118,000 1,493,000 7,168,000 8,661,000 ( 1,232,000 ) 2004 09/16/16
Charlottesville MOB (Medical Office)
Charlottesville, VA
— 4,768,000 13,330,000 83,000 4,768,000 13,413,000 18,181,000 ( 2,098,000 ) 2001 09/22/16
Rochester Hills MOB (Medical Office)
Rochester Hills, MI
2,805,000 1,727,000 5,763,000 284,000 1,727,000 6,047,000 7,774,000 ( 1,036,000 ) 1990 09/29/16
Cullman MOB III (Medical Office)
Cullman, AL
— — 13,989,000 101,000 — 14,090,000 14,090,000 ( 1,781,000 ) 2010 09/30/16
Iron MOB Portfolio (Medical Office)
Cullman, AL
— — 10,237,000 1,221,000 — 11,458,000 11,458,000 ( 1,775,000 ) 1994 10/13/16
Cullman, AL
— — 6,906,000 1,203,000 — 8,109,000 8,109,000 ( 1,222,000 ) 1998 10/13/16
Sylacauga, AL
— — 7,907,000 73,000 — 7,980,000 7,980,000 ( 970,000 ) 1997 10/13/16
Mint Hill MOB (Medical Office)
Mint Hill, NC
— — 16,585,000 1,127,000 — 17,712,000 17,712,000 ( 2,929,000 ) 2007 11/14/16
Lafayette Assisted Living Portfolio (Senior Housing — RIDEA)
Lafayette, LA
— 1,327,000 8,225,000 217,000 1,327,000 8,442,000 9,769,000 ( 979,000 ) 1996 12/01/16
Lafayette, LA
— 980,000 4,244,000 18,000 980,000 4,262,000 5,242,000 ( 520,000 ) 2014 12/01/16
Evendale MOB (Medical Office)
Evendale, OH
— 1,620,000 7,583,000 848,000 1,620,000 8,431,000 10,051,000 ( 1,412,000 ) 1988 12/13/16
Battle Creek MOB (Medical Office)
Battle Creek, MI — 960,000 5,717,000 429,000 960,000 6,146,000 7,106,000 ( 1,064,000 ) 1996 03/10/17
Reno MOB (Medical Office) Reno, NV
— — 64,718,000 906,000 — 65,624,000 65,624,000 ( 6,984,000 ) 2005 03/13/17
Athens MOB Portfolio (Medical Office)
Athens, GA — 809,000 5,227,000 422,000 809,000 5,649,000 6,458,000 ( 750,000 ) 2006 05/18/17
Athens, GA — 1,084,000 8,772,000 109,000 1,084,000 8,881,000 9,965,000 ( 1,080,000 ) 2006 05/18/17
SW Illinois Senior Housing Portfolio (Senior Housing)
Columbia, IL
— 1,086,000 9,651,000 3,000 1,086,000 9,654,000 10,740,000 ( 1,225,000 ) 2007 05/22/17
Columbia, IL
— 121,000 1,656,000 — 121,000 1,656,000 1,777,000 ( 187,000 ) 1999 05/22/17
Millstadt, IL
— 203,000 3,827,000 — 203,000 3,827,000 4,030,000 ( 419,000 ) 2004 05/22/17
Red Bud, IL
— 198,000 3,553,000 51,000 198,000 3,604,000 3,802,000 ( 406,000 ) 2006 05/22/17
Waterloo, IL
— 470,000 8,369,000 — 470,000 8,369,000 8,839,000 ( 883,000 ) 2012 05/22/17
Lawrenceville MOB (Medical Office)
Lawrenceville, GA — 1,363,000 9,099,000 5,000 1,363,000 9,104,000 10,467,000 ( 1,218,000 ) 2005 06/12/17
Northern California Senior Housing Portfolio (Senior Housing — RIDEA) Belmont, CA
— 10,760,000 13,631,000 ( 226,000 ) 10,760,000 13,405,000 24,165,000 ( 1,338,000 ) 1958/2000 06/28/17
Fairfield, CA
— 317,000 6,584,000 ( 2,214,000 ) (c) 317,000 4,370,000 4,687,000 ( 666,000 ) 1974 06/28/17
Menlo Park, CA
— 5,188,000 2,177,000 ( 51,000 ) 5,188,000 2,126,000 7,314,000 ( 206,000 ) 1945 06/28/17
Sacramento, CA
— 1,266,000 2,818,000 ( 1,438,000 ) (c) 1,266,000 1,380,000 2,646,000 ( 301,000 ) 1978 06/28/17
Roseburg MOB (Medical Office)
Roseburg, OR
— — 20,925,000 34,000 — 20,959,000 20,959,000 ( 2,313,000 ) 2003 06/29/17
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
SCHEDULE III — REAL ESTATE AND
ACCUMULATED DEPRECIATION — (Continued)
December 31, 2020
Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
Description(a) Encumbrances Land Buildings and
Improvements Cost
Capitalized
Subsequent to
Acquisition(b) Land Buildings and
Improvements Total(d) Accumulated
Depreciation
(f)(g) Date of
Construction Date
Acquired
Fairfield County MOB Portfolio (Medical Office)
Stratford, CT
$ — $ 1,011,000 $ 3,538,000 $ 356,000 $ 1,011,000 $ 3,894,000 $ 4,905,000 $ ( 681,000 ) 1963 09/29/17
Trumbull, CT
— 2,250,000 6,879,000 692,000 2,250,000 7,571,000 9,821,000 ( 1,048,000 ) 1987 09/29/17
Central Florida Senior Housing Portfolio (Senior Housing — RIDEA)
Bradenton, FL
— 1,058,000 5,118,000 518,000 1,058,000 5,636,000 6,694,000 ( 687,000 ) 1973/1983 11/01/17
Brooksville, FL
— 1,377,000 10,217,000 844,000 1,378,000 11,060,000 12,438,000 ( 1,657,000 ) 1960/2007 11/01/17
Brooksville, FL
— 934,000 6,550,000 559,000 934,000 7,109,000 8,043,000 ( 867,000 ) 2008 11/01/17
Lake Placid, FL
— 949,000 3,476,000 178,000 950,000 3,653,000 4,603,000 ( 487,000 ) 2008 11/01/17
Lakeland, FL
— 528,000 17,541,000 757,000 529,000 18,297,000 18,826,000 ( 1,671,000 ) 1985 11/01/17
Pinellas Park, FL
— 1,118,000 9,005,000 40,000 1,118,000 9,045,000 10,163,000 ( 877,000 ) 2016 11/01/17
Sanford, FL
— 2,782,000 10,019,000 994,000 2,783,000 11,012,000 13,795,000 ( 1,278,000 ) 1984 11/01/17
Spring Hill, FL
— 930,000 6,241,000 2,475,000 930,000 8,716,000 9,646,000 ( 1,506,000 ) 1988 11/01/17
Winter Haven, FL
— 3,118,000 21,973,000 516,000 3,119,000 22,488,000 25,607,000 ( 2,629,000 ) 1984 11/01/17
Central Wisconsin Senior Care Portfolio (Skilled Nursing)
Sun Prairie, WI — 587,000 3,487,000 2,000 587,000 3,489,000 4,076,000 ( 346,000 ) 1960/2006 03/01/18
Waunakee, WI — 1,930,000 14,352,000 660,000 1,930,000 15,012,000 16,942,000 ( 1,460,000 ) 1974/2005 03/01/18
Sauk Prairie MOB (Medical Office)
Prairie du Sac, WI — 2,154,000 15,194,000 35,000 2,154,000 15,229,000 17,383,000 ( 1,579,000 ) 2014 04/09/18
Surprise MOB (Medical Office)
Surprise, AZ — 1,759,000 9,037,000 329,000 1,759,000 9,366,000 11,125,000 ( 923,000 ) 2012 04/27/18
Southfield MOB (Medical Office)
Southfield, MI 5,782,000 1,639,000 12,907,000 395,000 1,639,000 13,302,000 14,941,000 ( 1,377,000 ) 1975/2014 05/11/18
Pinnacle Beaumont ALF (Senior Housing — RIDEA)
Beaumont, TX — 1,586,000 17,483,000 67,000 1,586,000 17,550,000 19,136,000 ( 1,245,000 ) 2012 07/01/18
Grand Junction MOB (Medical Office)
Grand Junction, CO — 1,315,000 27,528,000 3,000 1,315,000 27,531,000 28,846,000 ( 2,153,000 ) 2013 07/06/18
Edmonds MOB (Medical Office)
Edmonds, WA — 4,167,000 16,770,000 361,000 4,167,000 17,131,000 21,298,000 ( 1,313,000 ) 1991/2008 07/30/18
Pinnacle Warrenton ALF (Senior Housing — RIDEA)
Warrenton, MO — 462,000 7,125,000 540,000 462,000 7,665,000 8,127,000 ( 609,000 ) 1986 08/01/18
Glendale MOB (Medical Office)
Glendale, WI — 794,000 5,541,000 551,000 794,000 6,092,000 6,886,000 ( 684,000 ) 2004 08/13/18
Missouri SNF Portfolio (Skilled Nursing)
Florissant, MO — 1,064,000 9,301,000 — 1,064,000 9,301,000 10,365,000 ( 697,000 ) 1987 09/28/18
Kansas City, MO — 1,710,000 10,699,000 — 1,710,000 10,699,000 12,409,000 ( 873,000 ) 1974 09/28/18
Milan, MO — 181,000 5,972,000 — 181,000 5,972,000 6,153,000 ( 435,000 ) 1980 09/28/18
Missouri, MO — 473,000 9,856,000 — 473,000 9,856,000 10,329,000 ( 699,000 ) 1963 09/28/18
Salisbury, MO — 252,000 7,581,000 — 252,000 7,581,000 7,833,000 ( 549,000 ) 1970 09/28/18
Sedalia, MO — 266,000 22,397,000 — 266,000 22,397,000 22,663,000 ( 1,429,000 ) 1975 09/28/18
St. Elizabeth, MO — 329,000 4,282,000 — 329,000 4,282,000 4,611,000 ( 320,000 ) 1981 09/28/18
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
SCHEDULE III — REAL ESTATE AND
ACCUMULATED DEPRECIATION — (Continued)
December 31, 2020
Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
Description(a) Encumbrances Land Buildings and
Improvements Cost
Capitalized
Subsequent to
Acquisition(b) Land Buildings and
Improvements Total(d) Accumulated
Depreciation
(f)(g) Date of
Construction Date
Acquired
Trenton, MO $ — $ 122,000 $ 4,507,000 $ — $ 122,000 $ 4,507,000 $ 4,629,000 $ ( 318,000 ) 1967 09/28/18
Flemington MOB Portfolio (Medical Office)
Flemington, NJ — 1,473,000 10,728,000 161,000 1,473,000 10,889,000 12,362,000 ( 805,000 ) 2002 11/29/18
Flemington, NJ — 586,000 2,949,000 51,000 586,000 3,000,000 3,586,000 ( 258,000 ) 1993 11/29/18
Lawrenceville MOB II (Medical Office)
Lawrenceville, GA — 1,000,000 7,737,000 305,000 1,000,000 8,042,000 9,042,000 ( 714,000 ) 1990 12/19/18
Mill Creek MOB (Medical Office)
Mill Creek, WA — 1,453,000 5,935,000 8,000 1,453,000 5,943,000 7,396,000 ( 396,000 ) 1991 12/21/18
Modesto MOB (Medical Office)
Modesto, CA — — 12,789,000 471,000 — 13,260,000 13,260,000 ( 898,000 ) 1991/2016 12/28/18
Michigan ALF Portfolio (Senior Housing)
Grand Rapids, MI — 1,334,000 8,422,000 1,000 1,334,000 8,423,000 9,757,000 ( 496,000 ) 1953/2016 12/28/18
Grand Rapids, MI 10,179,000 1,382,000 10,740,000 1,000 1,382,000 10,741,000 12,123,000 ( 587,000 ) 1989 05/01/19
Holland, MI — 799,000 6,984,000 3,000 799,000 6,987,000 7,786,000 ( 477,000 ) 2007/2017 12/28/18
Howell, MI — 728,000 5,404,000 1,000 728,000 5,405,000 6,133,000 ( 326,000 ) 2003 12/28/18
Lansing, MI — 1,175,000 12,052,000 2,000 1,175,000 12,054,000 13,229,000 ( 689,000 ) 1988/2015 12/28/18
Wyoming, MI — 1,542,000 12,873,000 2,000 1,542,000 12,875,000 14,417,000 ( 746,000 ) 1964/2016 12/28/18
Lithonia MOB (Medical Office)
Lithonia, GA — 1,129,000 8,842,000 15,000 1,129,000 8,857,000 9,986,000 ( 667,000 ) 2015 03/05/19
West Des Moines SNF (Skilled Nursing)
West Des Moines, IA — 672,000 5,753,000 — 672,000 5,753,000 6,425,000 ( 318,000 ) 2004 03/24/19
Great Nord MOB Portfolio (Medical Office)
Tinley Park, IL — — 12,976,000 16,000 — 12,992,000 12,992,000 ( 845,000 ) 2002 04/08/19
Chesterton, IN — 539,000 8,937,000 46,000 540,000 8,982,000 9,522,000 ( 545,000 ) 2007 04/08/19
Crown Point, IN — 283,000 4,882,000 — 283,000 4,882,000 5,165,000 ( 289,000 ) 2005 04/08/19
Plymouth, MN — 1,452,000 11,126,000 — 1,451,000 11,127,000 12,578,000 ( 619,000 ) 2014 04/08/19
Overland Park MOB (Medical Office)
Overland Park, KS — 2,437,000 23,169,000 4,243,000 2,437,000 27,412,000 29,849,000 ( 1,194,000 ) 2017 08/05/19
Blue Badger MOB (Medical Office)
Marysville, OH — 1,838,000 10,646,000 1,000 1,838,000 10,647,000 12,485,000 ( 481,000 ) 2014 08/09/19
Bloomington MOB (Medical Office)
Bloomington, IL — 3,178,000 13,547,000 67,000 3,179,000 13,613,000 16,792,000 ( 580,000 ) 1990 08/13/19
Memphis MOB (Medical Office)
Memphis, TN — 1,210,000 6,775,000 — 1,209,000 6,776,000 7,985,000 ( 312,000 ) 1984 08/15/19
Haverhill MOB (Medical Office)
Haverhill, MA — 1,620,000 12,537,000 — 1,620,000 12,537,000 14,157,000 ( 522,000 ) 1987 08/27/19
Fresno MOB (Medical Office)
Fresno, CA — 1,412,000 8,155,000 1,000 1,412,000 8,156,000 9,568,000 ( 379,000 ) 2007 10/30/19
Colorado Foothills MOB Portfolio (Medical Office)
Arvada, CO — 720,000 4,615,000 223,000 720,000 4,838,000 5,558,000 ( 255,000 ) 1979 11/19/19
Centennial, CO — 970,000 10,307,000 70,000 970,000 10,377,000 11,347,000 ( 425,000 ) 1979 11/19/19
Colorado Springs, CO — 1,443,000 11,123,000 93,000 1,443,000 11,216,000 12,659,000 ( 545,000 ) 1999 11/19/19
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
SCHEDULE III — REAL ESTATE AND
ACCUMULATED DEPRECIATION — (Continued)
December 31, 2020
Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
Description(a) Encumbrances Land Buildings and
Improvements Cost
Capitalized
Subsequent to
Acquisition(b) Land Buildings and
Improvements Total(d) Accumulated
Depreciation
(f)(g) Date of
Construction Date
Acquired
Catalina West Haven ALF (Senior Housing — RIDEA) West Haven, UT $ — $ 1,716,000 $ 9,633,000 $ 5,000 $ 1,716,000 $ 9,638,000 $ 11,354,000 $ ( 305,000 ) 2012 01/01/20
Louisiana Senior Housing Portfolio (Senior Housing — RIDEA) Gonzales, LA — 1,139,000 5,674,000 29,000 1,139,000 5,703,000 6,842,000 ( 222,000 ) 1996 01/03/20
Monroe, LA — 740,000 3,795,000 6,000 740,000 3,801,000 4,541,000 ( 155,000 ) 1994 01/03/20
New Iberia, LA — 881,000 5,258,000 35,000 881,000 5,293,000 6,174,000 ( 198,000 ) 1996 01/03/20
Shreveport, LA — 1,273,000 6,993,000 6,000 1,273,000 6,999,000 8,272,000 ( 231,000 ) 1996 01/03/20
Slidell, LA — 855,000 4,152,000 8,000 855,000 4,160,000 5,015,000 ( 170,000 ) 1996 01/03/20
Catalina Madera ALF (Senior Housing — RIDEA) Madera, CA — 1,051,000 15,536,000 86,000 1,052,000 15,622,000 16,674,000 ( 466,000 ) 2005 01/31/20
$ 18,766,000 $ 111,021,000 $ 878,763,000 $ 20,381,000 $ 111,027,000 $ 899,139,000 $ 1,010,166,000 $ ( 82,246,000 )
Construction in progress $ — $ — $ — $ 26,000 $ — $ 26,000 $ 26,000 $ —
$ 18,766,000 $ 111,021,000 $ 878,763,000 $ 20,407,000 $ 111,027,000 $ 899,165,000 $ 1,010,192,000 $ ( 82,246,000 )
________________
(a) We own 100 % of our properties as of December 31, 2020, with the exception of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF, Catalina West Haven ALF, Louisiana Senior Housing Portfolio and Catalina Madera ALF.
(b) The cost capitalized subsequent to acquisition is shown net of dispositions and impairments.
(c) Properties were classified as held for sale assets as of December 31, 2020.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
SCHEDULE III — REAL ESTATE AND
ACCUMULATED DEPRECIATION — (Continued)
December 31, 2020
(d) The changes in total real estate for the years ended December 31, 2020, 2019 and 2018 are as follows:
Amount
Balance — December 31, 2017 $ 428,550,000
Acquisitions 320,822,000
Additions 8,985,000
Dispositions ( 1,369,000 )
Balance — December 31, 2018 $ 756,988,000
Acquisitions $ 184,402,000
Additions 7,117,000
Dispositions ( 2,389,000 )
Balance — December 31, 2019 $ 946,118,000
Acquisitions $ 60,162,000
Additions 7,980,000
Dispositions and impairments ( 4,068,000 )
Balance — December 31, 2020 $ 1,010,192,000
(e) As of December 31, 2020, for federal income tax purposes, the aggregate cost of our properties is $ 1,123,701,000 .
(f) The changes in accumulated depreciation for the years ended December 31, 2020, 2019 and 2018 are as follows:
Amount
Balance — December 31, 2017 $ 8,885,000
Additions 16,672,000
Dispositions ( 245,000 )
Balance — December 31, 2018 $ 25,312,000
Additions $ 27,435,000
Dispositions ( 1,689,000 )
Balance — December 31, 2019 $ 51,058,000
Additions $ 31,612,000
Dispositions ( 424,000 )
Balance — December 31, 2020 $ 82,246,000
(g) The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 21 years. Furniture, fixtures and equipment is depreciated over the estimated useful life, up to 20 years.
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
EXHIBITS LIST
December 31, 2020
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the period ended December 31, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).
3.1
Third Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated December 28, 2015 (included as Exhibit 3.1 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)
3.2
Articles Supplementary of Griffin-American Healthcare REIT IV, Inc. filed May 25, 2016 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No. 333-205960) filed May 26, 2016 and incorporated herein by reference)
3.3
Second Amended and Restated Bylaws of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 3.2 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)
4.1
Amended and Restated Distribution Reinvestment Plan of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 4.6 to our Registration Statement on Form S-3 (File No. 333-229301) filed January 18, 2019 and incorporated herein by reference)
4.2
Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 (included as Exhibit 4.2 to our Annual Report on Form 10-K (File No. 000-55775) filed March 19, 2020 and incorporated herein by reference)
10.1
Amended and Restated Agreement of Limited Partnership of Griffin-American Healthcare REIT IV Holdings, LP, dated February 16, 2016 (included as Exhibit 10.5 to our Annual Report on Form 10-K (File No. 333-205960) for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
10.2
Amendment No. 1 to Amended and Restated Limited Partnership Agreement of Griffin-American Healthcare REIT IV Holdings, LP, dated June 17, 2016 (included as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 333-205960) for the quarter ended June 30, 2016 filed August 10, 2016 and incorporated herein by reference)
10.3
Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 16, 2016 (included as Exhibit 10.3 to our Annual Report on Form 10-K (File No. 333-205960) for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
10.4
Advisory Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin-American Healthcare REIT IV Holdings, LP and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 16, 2016 (included as Exhibit 10.4 to our Annual Report on Form 10-K (File No. 333-205960) for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
10.5
Form of Indemnification Agreement between Griffin-American Healthcare REIT IV, Inc. and Indemnitee made effective as of February 10, 2015 (included as Exhibit 10.3 to our Registration Statement on Form S-11 (File No. 333-205960) filed July 30, 2015 and incorporated herein by reference)
10.6
Griffin-American Healthcare REIT IV, Inc. 2015 Incentive Plan (including the 2015 Independent Directors Compensation Sub-Plan) (included as Exhibit 10.4 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)
10.7
Amendment No. 1 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated June 17, 2016 (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 333-205960) for the quarter ended June 30, 2016 filed August 10, 2016 and incorporated herein by reference)
10.8
Amendment No. 2 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 13, 2017 and effective as of March 1, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K (File No. 333-205960) filed February 17, 2017 and incorporated herein by reference)
10.9
Amendment No. 3 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated March 29, 2017 (included as Exhibit 1.4 to Post-effective Amendment No. 7 to our Registration Statement on Form S-11 (File No. 333-205960) filed March 29, 2017 and incorporated herein by reference)
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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
EXHIBITS LIST — (Continued)
December 31, 2020
10.10
Share Repurchase Plan of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 4.3 to Post-effective Amendment No. 14 to our Registration Statement on Form S-11 (File No. 333-205960) filed November 30, 2018 and incorporated herein by reference)
10.11
Confirmation of swap transaction, dated August 27, 2020 from Fifth Third Bank, National Association to Griffin-American Healthcare REIT IV Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K (File No. 000-55775) filed September 1, 2020 and incorporated herein by reference)
21.1*
Subsidiaries of Griffin-American Healthcare REIT IV, Inc.
23 .1*
Consent of Deloitte & Touche LLP
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, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 (formatted as Inline XBRL 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Griffin-American Healthcare REIT IV, Inc.
(Registrant)
By /s/ J EFFREY T. H ANSON
Chief Executive Officer and Chairman of the Board of Directors
Jeffrey T. Hanson
Date: March 26, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /s/ J EFFREY T. H ANSON
Chief Executive Officer and Chairman of the Board of Directors
Jeffrey T. Hanson (Principal Executive Officer)
Date: March 26, 2021
By /s/ B RIAN S. P EAY
Chief Financial Officer
Brian S. Peay (Principal Financial Officer and Principal Accounting Officer)
Date: March 26, 2021
By /s/ R ICHARD S. W ELCH
Director
Richard S. Welch
Date: March 26, 2021
By /s/ B RIAN J. F LORNES
Independent Director
Brian J. Flornes
Date: March 26, 2021
By /s/ D IANNE H URLEY
Independent Director
Dianne Hurley
Date: March 26, 2021
By /s/ W ILBUR H. S MITH III
Independent Director
Wilbur H. Smith III
Date: March 26, 2021
143
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.