2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: As of September 30, 2020 and December 31, 2019
−Removed: September 30, 2020 December 31, 2019
+Added: As of March 31, 2021 and December 31, 2020
+Added: March 31, 2021 December 31, 2020
Real estate investments, net $ 917,513,000 $ 921,580,000
2 unchanged sentences
Restricted cash 735,000 714,000
−Removed: Real estate deposits — 1,915,000
Identified intangible assets, net 59,906,000 64,101,000
19 unchanged sentences
900,000,000 shares authorized;
−Removed: 75,357,680 and 74,244,823 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
+Added: 76,041,549 and 75,690,838 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
760,000 756,000
1 unchanged sentence
100,000,000 shares authorized;
−Removed: 5,630,314 and 5,655,051 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
+Added: 5,655,798 and 5,648,499 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
57,000 57,000
9 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
−Removed: As of September 30, 2020 and December 31, 2019
+Added: As of March 31, 2021 and December 31, 2020
(1) Such liabilities of Griffin-American Healthcare REIT IV, Inc.
−Removed: as of September 30, 2020 and December 31, 2019 represented liabilities of Griffin American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries.
+Added: as of March 31, 2021 and December 31, 2020 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.
−Removed: 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 $ 479,500,000 and $ 396,800,000 as of September 30, 2020 and December 31, 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
+Added: 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 $ 481,400,000 and $ 476,900,000 as of March 31, 2021 and December 31, 2020, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
The accompanying notes are an integral part of these condensed consolidated financial statements.
1 unchanged sentence
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: For the Three and Nine Months Ended September 30, 2020 and 2019
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
−Removed: Revenues and grant income:
+Added: For the Three Months Ended March 31, 2021 and 2020
+Added: Three Months Ended March 31,
Real estate revenue $ 21,946,000 $ 21,463,000
Resident fees and services 15,895,000 16,081,000
−Removed: Grant income 864,000 — 864,000 —
−Removed: Total revenues and grant income 41,331,000 31,118,000 117,551,000 87,333,000
+Added: Total revenues 37,841,000 37,544,000
Rental expenses 6,024,000 5,822,000
1 unchanged sentence
General and administrative 3,747,000 4,448,000
−Removed: Acquisition related expenses 57,000 74,000 74,000 1,492,000
+Added: Business acquisition expenses 314,000 9,000
Depreciation and amortization 12,402,000 12,530,000
6 unchanged sentences
Gain (loss) in fair value of derivative financial instruments 1,455,000 ( 4,605,000 )
−Removed: Impairment of real estate investments ( 3,064,000 ) — ( 3,064,000 ) —
(Loss) income from unconsolidated entity ( 904,000 ) 255,000
−Removed: 8,000 13,000 278,000 162,000
−Removed: Loss before income taxes ( 5,191,000 ) ( 1,911,000 ) ( 14,240,000 ) ( 20,151,000 )
−Removed: Income tax benefit (expense) 39,000 ( 7,000 ) — ( 17,000 )
Net loss ( 4,008,000 ) ( 7,933,000 )
1 unchanged sentence
Net loss attributable to controlling interest $ ( 3,744,000 ) $ ( 7,766,000 )
−Removed: $ ( 4,920,000 ) $ ( 1,899,000 ) $ ( 13,632,000 ) $ ( 20,092,000 )
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ ( 0.05 ) $ ( 0.10 )
−Removed: $ ( 0.06 ) $ ( 0.02 ) $ ( 0.17 ) $ ( 0.26 )
Weighted average number of Class T and Class I common shares outstanding — basic and diluted
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
−Removed: For the Three and Nine Months Ended September 30, 2020 and 2019
−Removed: Three Months Ended September 30, 2020
+Added: For the Three Months Ended March 31, 2021 and 2020
Stockholders’ Equity
6 unchanged sentences
Interest Total Equity
−Removed: BALANCE — June 30, 2020
−Removed: 80,599,306 $ 805,000 $ 726,516,000 $ ( 159,366,000 ) $ 567,955,000 $ 1,047,000 $ 569,002,000
+Added: BALANCE — December 31, 2020 81,339,337 $ 813,000 $ 733,192,000 $ ( 185,047,000 ) $ 548,958,000 $ 781,000 $ 549,739,000
Offering costs — common stock
2 unchanged sentences
430,349 5,000 4,101,000 — 4,106,000 — 4,106,000
−Removed: Issuance of vested and nonvested restricted common stock
−Removed: 15,000 — 29,000 — 29,000 — 29,000
Amortization of nonvested common stock compensation
4 unchanged sentences
— — — — — ( 24,000 ) ( 24,000 )
−Removed: Fair value adjustment to redeemable noncontrolling interests
−Removed: — — ( 208,000 ) — ( 208,000 ) — ( 208,000 )
−Removed: Distributions declared ($ 0.10 per share)
−Removed: — — — ( 8,150,000 ) ( 8,150,000 ) — ( 8,150,000 )
−Removed: — — — ( 4,920,000 ) ( 4,920,000 ) ( 105,000 ) ( 5,025,000 ) (1)
−Removed: BALANCE — September 30, 2020 80,987,994 $ 809,000 $ 729,923,000 $ ( 172,436,000 ) $ 558,296,000 $ 920,000 $ 559,216,000
−Removed: Three Months Ended September 30, 2019
−Removed: Stockholders’ Equity
−Removed: Class T and Class I Common Stock
−Removed: of Shares Amount Additional
−Removed: Paid-In Capital Accumulated
−Removed: Deficit Total
−Removed: Stockholders’
−Removed: BALANCE — June 30, 2019
−Removed: 79,084,339 $ 791,000 $ 712,076,000 $ ( 105,918,000 ) $ 606,949,000
−Removed: Issuance of common stock
−Removed: ( 1,393 ) — ( 14,000 ) — ( 14,000 )
−Removed: Offering costs — common stock
−Removed: — — 66,000 — 66,000
−Removed: Issuance of common stock under the DRIP
−Removed: 691,703 7,000 6,592,000 — 6,599,000
−Removed: Issuance of vested and nonvested restricted common stock
−Removed: 15,000 — 29,000 — 29,000
−Removed: Amortization of nonvested common stock compensation
−Removed: — — 43,000 — 43,000
−Removed: Repurchase of common stock
−Removed: ( 308,837 ) ( 3,000 ) ( 2,820,000 ) — ( 2,823,000 )
−Removed: Fair value adjustment to redeemable noncontrolling interests
−Removed: — — ( 23,000 ) — ( 23,000 )
+Added: Adjustment to value of redeemable noncontrolling interests — — ( 140,000 ) — ( 140,000 ) — ( 140,000 )
Distributions declared ($ 0.10 per share)
— — — ( 8,044,000 ) ( 8,044,000 ) — ( 8,044,000 )
−Removed: — — — ( 1,899,000 ) ( 1,899,000 ) (1)
−Removed: BALANCE — September 30, 2019 79,480,812 $ 795,000 $ 715,949,000 $ ( 119,847,000 ) $ 596,897,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
−Removed: For the Three and Nine Months Ended September 30, 2020 and 2019
−Removed: Nine Months Ended September 30, 2020
+Added: Net loss — — — ( 3,744,000 ) ( 3,744,000 ) ( 124,000 ) ( 3,868,000 ) (1)
+Added: BALANCE — March 31, 2021 81,697,347 $ 817,000 $ 736,486,000 $ ( 196,835,000 ) $ 540,468,000 $ 633,000 $ 541,101,000
Stockholders’ Equity
7 unchanged sentences
BALANCE — December 31, 2019 79,899,874 $ 798,000 $ 719,894,000 $ ( 130,613,000 ) $ 590,079,000 $ — $ 590,079,000
−Removed: 79,899,874 $ 798,000 $ 719,894,000 $ ( 130,613,000 ) $ 590,079,000 $ — $ 590,079,000
Offering costs — common stock
2 unchanged sentences
674,756 7,000 6,430,000 — 6,437,000 — 6,437,000
−Removed: Issuance of vested and nonvested restricted common stock
−Removed: 22,500 — 43,000 — 43,000 — 43,000
Amortization of nonvested common stock compensation
— — 43,000 — 43,000 — 43,000
−Removed: Repurchase of common stock
−Removed: ( 578,111 ) ( 5,000 ) ( 5,344,000 ) — ( 5,349,000 ) — ( 5,349,000 )
Contribution from noncontrolling interest
— — — — — 1,250,000 1,250,000
−Removed: Distributions to noncontrolling interest
−Removed: — — — — — ( 54,000 ) ( 54,000 )
−Removed: Fair value adjustment to redeemable noncontrolling interests
−Removed: — — ( 530,000 ) — ( 530,000 ) — ( 530,000 )
−Removed: Distributions declared ($ 0.35 per share)
−Removed: — — — ( 28,191,000 ) ( 28,191,000 ) — ( 28,191,000 )
−Removed: — — — ( 13,632,000 ) ( 13,632,000 ) ( 276,000 ) ( 13,908,000 ) (1)
−Removed: BALANCE — September 30, 2020 80,987,994 $ 809,000 $ 729,923,000 $ ( 172,436,000 ) $ 558,296,000 $ 920,000 $ 559,216,000
−Removed: Nine Months Ended September 30, 2019
−Removed: Stockholders’ Equity
−Removed: Class T and Class I Common Stock
−Removed: of Shares Amount Additional
−Removed: Paid-In Capital Accumulated
−Removed: Deficit Total
−Removed: Stockholders’
−Removed: BALANCE — December 31, 2018
−Removed: 69,254,971 $ 692,000 $ 621,759,000 $ ( 64,779,000 ) $ 557,672,000
−Removed: Issuance of common stock
−Removed: 8,884,165 89,000 88,626,000 — 88,715,000
−Removed: Offering costs — common stock
−Removed: — — ( 7,385,000 ) — ( 7,385,000 )
−Removed: Issuance of common stock under the DRIP
−Removed: 1,987,822 20,000 19,036,000 — 19,056,000
−Removed: Issuance of vested and nonvested restricted common stock
−Removed: 22,500 — 43,000 — 43,000
−Removed: Amortization of nonvested common stock compensation
−Removed: — — 121,000 — 121,000
−Removed: Repurchase of common stock
−Removed: ( 668,646 ) ( 6,000 ) ( 6,186,000 ) — ( 6,192,000 )
−Removed: Fair value adjustment to redeemable noncontrolling interests
−Removed: — — ( 65,000 ) — ( 65,000 )
+Added: Adjustment to value of redeemable noncontrolling interests — — ( 108,000 ) — ( 108,000 ) — ( 108,000 )
Distributions declared ($ 0.15 per share)
1 unchanged sentence
— — — ( 7,766,000 ) ( 7,766,000 ) ( 84,000 ) ( 7,850,000 ) (1)
−Removed: BALANCE — September 30, 2019
−Removed: 79,480,812 $ 795,000 $ 715,949,000 $ ( 119,847,000 ) $ 596,897,000
−Removed: (1) Amount excludes $ 127,000 and $ 19,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 332,000 and $ 76,000 for the nine months ended September 30, 2020 and 2019, respectively, of net loss attributable to redeemable noncontrolling interests.
+Added: BALANCE — March 31, 2020 80,574,630 $ 805,000 $ 726,258,000 $ ( 150,398,000 ) $ 576,665,000 $ 1,166,000 $ 577,831,000
+Added: (1) Amount excludes $ 140,000 and $ 83,000 of net loss attributable to redeemable noncontrolling interests for the three months ended March 31, 2021 and 2020, respectively.
See Note 11, Redeemable Noncontrolling Interests, for a further discussion.
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: For the Nine Months Ended September 30, 2020 and 2019
−Removed: Nine Months Ended September 30,
+Added: For the Three Months Ended March 31, 2021 and 2020
+Added: Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES
6 unchanged sentences
Stock based compensation 43,000 43,000
−Removed: Income from unconsolidated entity
−Removed: ( 952,000 ) ( 185,000 )
−Removed: Distributions of earnings from unconsolidated entity — 75,000
+Added: Loss (income) from unconsolidated entity 904,000 ( 255,000 )
Change in fair value of derivative financial instruments ( 1,455,000 ) 4,605,000
−Removed: Impairment of real estate investments 3,064,000 —
Changes in operating assets and liabilities:
3 unchanged sentences
Accounts payable due to affiliates ( 10,000 ) 35,000
−Removed: Security deposits, prepaid rent, operating lease and other liabilities ( 121,000 ) ( 674,000 )
+Added: Operating lease liabilities ( 105,000 ) ( 104,000 )
+Added: Security deposits, prepaid rent and other liabilities 680,000 ( 449,000 )
Net cash provided by operating activities 8,093,000 9,793,000
4 unchanged sentences
( 1,085,000 ) ( 2,766,000 )
−Removed: Investment in unconsolidated entity
−Removed: — ( 600,000 )
−Removed: Distributions in excess of earnings from unconsolidated entity
−Removed: Real estate deposits
−Removed: Pre-acquisition expenses
−Removed: — ( 179,000 )
Net cash used in investing activities ( 4,273,000 ) ( 68,297,000 )
8 unchanged sentences
( 309,000 ) ( 34,000 )
−Removed: Proceeds from issuance of common stock
Payment of offering costs
7 unchanged sentences
Contributions from redeemable noncontrolling interest 10,000 1,118,000
−Removed: 1,118,000 151,000
Distributions to redeemable noncontrolling interests
+Added: ( 5,000 ) ( 25,000 )
Security deposits
( 17,000 ) ( 1,000 )
−Removed: Net cash provided by financing activities 52,368,000 133,376,000
+Added: Net cash (used in) provided by financing activities ( 2,043,000 ) 63,522,000
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,777,000 5,018,000
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
−Removed: For the Nine Months Ended September 30, 2020 and 2019
−Removed: Nine Months Ended September 30,
+Added: For the Three Months Ended March 31, 2021 and 2020
+Added: Three Months Ended March 31,
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
22 unchanged sentences
Tenant improvement overage
−Removed: $ 636,000 $ 195,000
−Removed: Accrued pre-acquisition expenses
−Removed: $ — $ 184,000
The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
−Removed: Right-of-use asset
$ — $ 196,000
−Removed: $ 196,000 $ 86,000
−Removed: Mortgage loan payable, net
−Removed: $ — $ 9,735,000
Accounts payable and accrued liabilities
$ — $ 201,000
−Removed: Operating lease liability
−Removed: $ — $ 4,489,000
−Removed: Security deposits and prepaid rent
−Removed: $ 11,000 $ 1,343,000
+Added: Prepaid rent $ 10,000 $ 11,000
Financing Activities:
5 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: For the Three and Nine Months Ended September 30, 2020 and 2019
+Added: For the Three Months Ended March 31, 2021 and 2020
The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT IV, Inc.
1 unchanged sentence
Organization and Description of Business
−Removed: Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, was incorporated on January 23, 2015 and therefore we consider that our date of inception.
−Removed: We were initially capitalized on February 6, 2015 .
−Removed: We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, skilled nursing facilities, senior housing and other healthcare-related facilities.
+Added: Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, invests in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, skilled nursing facilities and senior housing facilities that produce current income.
We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).
−Removed: We generally seek investments that produce current income.
We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT.
−Removed: On February 16, 2016, we commenced our initial public offering, or our initial offering, in which we were initially offering to the public up to $ 3,150,000,000 in shares of our Class T common stock, consisting of up to $ 3,000,000,000 in shares of our Class T common stock in the primary portion of our initial offering and up to $ 150,000,000 in shares of our Class T common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP.
−Removed: Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we were offering up to approximately $ 2,800,000,000 in shares of Class T common stock and $ 200,000,000 in shares of Class I common stock in the primary portion of our initial offering, and up to an aggregate of $ 150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP, aggregating up to $ 3,150,000,000 .
−Removed: On February 15, 2019, we terminated our initial offering, and as of such date, we sold 75,639,681 aggregate shares of our Class T and Class I common stock, or approximately $ 754,118,000 , and a total of $ 31,021,000 in distributions were reinvested that resulted in 3,253,535 shares of our common stock being issued pursuant to the DRIP portion of our initial offering.
−Removed: On January 18, 2019, we filed a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, to register a maximum of $ 100,000,000 of additional shares of our common stock to be issued pursuant to the DRIP, or the 2019 DRIP Offering.
−Removed: The Registration Statement on Form S-3 was automatically effective with the United States Securities and Exchange Commission, or the SEC, upon its filing.
−Removed: We commenced offering shares pursuant to the 2019 DRIP Offering on March 1, 2019, following the termination of our initial offering on February 15, 2019.
−Removed: See Note 12, Equity — Distribution Reinvestment Plan, for a further discussion.
−Removed: As of September 30, 2020, a total of $ 37,290,000 in distributions were reinvested that resulted in 3,903,895 shares of our common stock being issued pursuant to the 2019 DRIP Offering.
+Added: We raised $ 754,118,000 through a best efforts initial public offering, or our initial offering, that commenced on February 16, 2016, and issued 75,639,681 aggregate shares of our Class T and Class I common stock.
+Added: In addition, during our initial offering, we issued 3,253,535 aggregate shares of our Class T and Class I common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP, for a total of $ 31,021,000 in distributions reinvested.
+Added: Following the termination of our initial offering on February 15, 2019, we continued issuing shares of our common stock pursuant to the DRIP through a subsequent offering, or the 2019 DRIP Offering, which commenced on March 1, 2019.
+Added: On March 18, 2021, our board of directors, or our board, authorized the suspension of the DRIP, effective as of April 1, 2021.
+Added: As of March 31, 2021, a total of $ 45,577,000 in distributions were reinvested that resulted in 4,772,408 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.
+Added: See Note 12, Equity — Distribution Reinvestment Plan, for a further discussion.
We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership.
2 unchanged sentences
The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 11, 2021 and expires on February 16, 2022.
−Removed: 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.
+Added: Our advisor uses its best efforts, subject to the oversight and review of our board, to, among other things, provide asset management, property management, acquisition, disposition and other advisory services on our behalf consistent with our investment policies and objectives.
Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary.
5 unchanged sentences
however, we are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings.
+Added: In October 2020, our board established a special committee of our board, or our special committee, 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.
−Removed: As of September 30, 2020, we had completed 46 property acquisitions whereby we owned 89 properties, comprising 94 buildings, or approximately 4,863,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 1,089,071,000 .
−Removed: As of September 30, 2020, we also owned a 6.0 % interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses.
+Added: As of March 31, 2021, we owned 89 properties, comprising 94 buildings, or approximately 4,871,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 1,092,381,000 .
+Added: As of March 31, 2021, we also owned a 6.0 % interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
8 unchanged sentences
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.
−Removed: We a re the sole general partner of our operating partnership, and as of both September 30, 2020 and December 31, 2019, we owned greater than a 99.99 % general partnership interest therein.
−Removed: Our advisor is a limited partner, and as of both September 30, 2020 and December 31, 2019, owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.
+Added: We a re the sole general partner of our operating partnership, and as of both March 31, 2021 and December 31, 2020, we owned greater than a 99.99 % general partnership interest therein.
+Added: Our advisor is a limited partner, and as of both March 31, 2021 and December 31, 2020, 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 condensed consolidated financial statements.
1 unchanged sentence
Interim Unaudited Financial Data
−Removed: Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC.
+Added: Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or the SEC.
Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to the SEC’s rules and regulations.
7 unchanged sentences
The preparation of our accompanying condensed 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: 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 assets and contingencies.
+Added: 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, 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.
4 unchanged sentences
Disaggregation of Resident Fees and Services Revenue
−Removed: 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:
−Removed: Three Months Ended September 30,
−Removed: Point in Time Over Time Total Point in Time Over Time Total
−Removed: Senior housing — RIDEA $ 174,000 $ 18,774,000 $ 18,948,000 $ 144,000 $ 11,721,000 $ 11,865,000
−Removed: Nine Months Ended September 30,
+Added: The following table disaggregates 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:
+Added: Three Months Ended March 31,
Point in Time Over Time Total Point in Time Over Time Total
Senior housing — RIDEA $ 192,000 $ 15,703,000 $ 15,895,000 $ 422,000 $ 15,659,000 $ 16,081,000
−Removed: The following tables disaggregate our resident fees and services revenue by payor class:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: The following table disaggregates our resident fees and services revenue by payor class:
+Added: Three Months Ended March 31,
Private and other payors
9 unchanged sentences
$ 1,123,000 $ 358,000 $ 1,481,000
−Removed: Ending balance — September 30, 2020
+Added: Ending balance — March 31, 2021
791,000 356,000 1,147,000
−Removed: (Decrease)/increase $ ( 837,000 ) $ 584,000 $ ( 253,000 )
−Removed: Government Grants
−Removed: 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.
−Removed: Such grants are not loans and, as such, are not required to be repaid, subject to certain conditions.
−Removed: We recognize government grants as grant income or as a reduction of property operating expenses, as applicable, in our accompanying condensed 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.
−Removed: We adjust our estimates and assumptions based on the applicable guidance provided by the government and the best available information that we have.
−Removed: 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.
−Removed: For both the three and nine months ended September 30, 2020, we recognized government grants of $ 864,000 as grant income.
−Removed: For both the three and nine months ended September 30, 2019, we did no t recognize any government grants.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: Decrease $ ( 332,000 ) $ ( 2,000 ) $ ( 334,000 )
Tenant and Resident Receivables and Allowances
−Removed: On January 1, 2020, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 326, Financial Instruments Credit Losses , or ASC Topic 326.
−Removed: 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.
−Removed: 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.
3 unchanged sentences
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 condensed consolidated statements of operations.
−Removed: As of September 30, 2020 and December 31, 2019, we had $ 1,653,000 and $ 902,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses.
−Removed: For the nine months ended September 30, 2020 and 2019, we increased allowances by $ 937,000 and $ 1,776,000 , respectively, and reduced allowances for collections or adjustments by $ 126,000 and $ 766,000 , respectively.
−Removed: For the nine months ended September 30, 2020 and 2019, $ 60,000 and $ 346,000 , respectively, of our receivables were written off against the related allowances.
−Removed: 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.
−Removed: 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.
−Removed: Such distributions are required to be paid at least 20.0% in cash and 80.0% in stock.
−Removed: In May 2020, in response to the COVID-19 pandemic, the Internal Revenue Service, or IRS, temporarily reduced the cash distribution requirement to a minimum of 10.0%, which is applicable with respect to the aggregate distributions declared on or after April 1, 2020 until December 31, 2020.
−Removed: As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
−Removed: 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.
−Removed: Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, we recognize income tax benefit or expense for the federal, state and local income taxes incurred by our TRS.
−Removed: We follow ASC Topic 740, Income Taxes , to recognize, measure, present and disclose in our accompanying condensed consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return.
−Removed: As of and for the nine months ended September 30, 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 condensed consolidated financial statements.
−Removed: 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.
−Removed: 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.
−Removed: Deferred tax assets reflect the impact of the future deductibility of operating loss carryforwards.
−Removed: 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.
−Removed: 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
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: income tax benefit or expense in our accompanying condensed consolidated statements of operations when such changes occur.
−Removed: 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 condensed consolidated statements of operations.
−Removed: Deferred tax assets are included in other assets, net, and deferred tax liabilities are included in security deposits, prepaid rent and other liabilities, in our accompanying condensed consolidated balance sheets.
−Removed: See Note 15, Income Taxes, for a further discussion.
−Removed: Recently Issued Accounting Pronouncements
−Removed: 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.
−Removed: ASU 2020-04 is effective for fiscal years and interim periods beginning after March 12, 2020 through December 31, 2022.
−Removed: We are currently evaluating this guidance to determine the impact on our disclosures.
−Removed: 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, Leases , or ASC Topic 842, to lease concessions granted by lessors related to the effects of the COVID-19 pandemic.
−Removed: 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;
−Removed: however, the guidance does not take into consideration concessions granted to address sudden liquidity constraints of lessees arising from the COVID-19 pandemic.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 .
−Removed: Such concessions were not material to our condensed consolidated financial statements, and as such, we elected not to apply the relief from lease modification accounting provided in the Lease Modification Q&A.
−Removed: We evaluate each lease concession granted as a result of the COVID-19 pandemic to determine whether the concession reflects:
−Removed: (i) a resolution of contractual rights in the original lease and is thus outside of the lease modification framework of ASC Topic 842;
−Removed: or (ii) a modification for which we would be required to apply the lease modification framework of ASC Topic 842.
−Removed: 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 condensed consolidated financial statements.
+Added: As of March 31, 2021 and December 31, 2020, we had $ 2,016,000 and $ 2,086,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses.
+Added: For the three months ended March 31, 2021 and 2020, we increased allowances by $ 305,000 and $ 213,000 , respectively, and reduced allowances for collections or adjustments by $ 19,000 and $ 43,000 , respectively.
+Added: For the three months ended March 31, 2021 and 2020, $ 356,000 and $ 39,000 , respectively, of our receivables were written off against the related allowances.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
1 unchanged sentence
Real Estate Investments, Net
−Removed: Our real estate investments, net consisted of the following as of September 30, 2020 and December 31, 2019:
−Removed: September 30,
+Added: Our real estate investments, net consisted of the following as of March 31, 2021 and December 31, 2020:
2021 December 31,
5 unchanged sentences
Total $ 917,513,000 $ 921,580,000
−Removed: Depreciation expense for the three months ended September 30, 2020 and 2019 was $ 7,966,000 and $ 6,806,000 , respectively, and for the nine months ended September 30, 2020 and 2019 was $ 23,698,000 and $ 20,256,000 , respectively.
−Removed: We determined that two senior housing — RIDEA facilities were impaired and recognized an aggregate impairment charge of $ 3,064,000 for both the three and nine months ended September 30, 2020, which reduced the total aggregate carrying value of such assets to $ 6,993,000 .
−Removed: The carrying values of such senior housing — RIDEA facilities were then reclassified to properties held for sale, which is included in other assets, net in our accompanying condensed consolidated balance sheets.
−Removed: The fair values of such facilities were based on their projected sales prices obtained from an independent third party using comparable market information and adjusted for anticipated selling costs of such facilities, which were considered Level 2 measurements within the fair value hierarchy.
−Removed: We did no t recognize impairment charges on long-lived assets for both the three and nine months ended September 30, 2019.
−Removed: In addition to the property acquisition transactions discussed below, for the three and nine months ended September 30, 2020, we incurred capital expenditures of $ 1,681,000 and $ 4,628,000 , respectively, for our medical office buildings, $ 316,000 and $ 1,682,000 , respectively, for our senior housing — RIDEA facilities and $ 0 and $ 657,000 , respectively, for our skilled nursing facilities.
−Removed: We did no t incur any capital expenditures for our senior housing facilities for the three and nine months ended September 30, 2020.
−Removed: 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 condensed consolidated balance sheets.
−Removed: Such amount was paid upon the condition being met for an existing tenant to lease and occupy additional space.
−Removed: 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.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Acquisitions in 2020
−Removed: For the nine months ended September 30, 2020, using cash on hand and debt financing, we completed the acquisition of seven buildings from unaffiliated third parties.
−Removed: The following is a summary of our property acquisitions for the nine months ended September 30, 2020:
−Removed: Acquisition Location Type Date
−Removed: Acquired Contract
−Removed: Credit(1) Total
−Removed: Catalina West Haven ALF(3)
−Removed: West Haven, UT
−Removed: Senior Housing — RIDEA 01/01/20 $ 12,799,000 $ 12,700,000 $ 278,000
−Removed: Louisiana Senior Housing Portfolio(4)
−Removed: Gonzales, Monroe, New Iberia, Shreveport and Slidell, LA
−Removed: Senior Housing — RIDEA 01/03/20 34,000,000 32,700,000 737,000
−Removed: Catalina Madera ALF(3)
−Removed: Senior Housing — RIDEA 01/31/20 17,900,000 17,300,000 389,000
−Removed: Total $ 64,699,000 $ 62,700,000 $ 1,404,000
−Removed: (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.
−Removed: (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, as defined in Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, of 2.25 % of the contract purchase price paid by us.
−Removed: (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.
−Removed: Our ownership of the joint venture is approximately 90.0 %.
−Removed: (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.
−Removed: Our ownership of the joint venture is approximately 90.0 %.
−Removed: We accounted for our property acquisitions completed for the nine months ended September 30, 2020 as asset acquisitions.
−Removed: We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 2,538,000 .
−Removed: The following table summarizes the purchase price of the assets acquired at the time of acquisition from our property acquisitions in 2020 based on their relative fair values:
+Added: Depreciation expense for the three months ended March 31, 2021 and 2020 was $ 7,914,000 and $ 7,839,000 , respectively.
+Added: In addition to the property acquisition transaction discussed below, for the three months ended March 31, 2021, we incurred capital expenditures of $ 776,000 for our medical office buildings and $ 315,000 for our senior housing — RIDEA facilities.
+Added: We did no t incur any capital expenditures for our skilled nursing and senior housing facilities during the three months ended March 31, 2021.
+Added: On February 12, 2021, we acquired a previously unowned unit within one of our buildings at our existing Athens MOB Portfolio, originally purchased in May 2017, for a contract purchase price of $ 2,950,000 .
+Added: Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of such unit, a base acquisition fee of 2.25 % of the contract purchase price paid by us, or $ 66,000 .
+Added: We acquired such unit using cash on hand and borrowed $ 2,000,000 under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans, at the time of acquisition.
+Added: We accounted for our acquisition completed during the three months ended March 31, 2021 as an asset acquisition.
+Added: We incurred and capitalized the base acquisition fee and direct acquisition related expenses of $ 94,000 .
+Added: The following table summarizes the purchase price of the assets acquired at the time of acquisition based on their relative fair values:
Building and improvements
−Removed: Land 7,632,000
−Removed: In-place leases 8,974,000
−Removed: Furniture, fixtures and equipment 854,000
+Added: In-place lease 288,000
Total assets acquired
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Identified Intangible Assets, Net
−Removed: Identified intangible assets, net consisted of the following as of September 30, 2020 and December 31, 2019:
−Removed: September 30,
+Added: Identified intangible assets, net consisted of the following as of March 31, 2021 and December 31, 2020:
2021 December 31,
Amortized intangible assets:
−Removed: In-place leases, net of accumulated amortization of $ 28,935,000 and $ 18,273,000 as of September 30, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 8.8 years and 9.5 years as of September 30, 2020 and December 31, 2019, respectively)
+Added: In-place leases, net of accumulated amortization of $ 28,666,000 and $ 32,134,000 as of March 31, 2021 and December 31, 2020, respectively (with a weighted average remaining life of 8.8 years as of both March 31, 2021 and December 31, 2020)
$ 57,072,000 $ 61,166,000
−Removed: Above-market leases, net of accumulated amortization of $ 938,000 and $ 609,000 as of September 30, 2020 and December 31, 2019, respectively (with a weighted average remaining life of 9.1 years and 9.5 years as of September 30, 2020 and December 31, 2019, respectively)
+Added: Above-market leases, net of accumulated amortization of $ 1,075,000 and $ 1,009,000 as of March 31, 2021 and December 31, 2020, respectively (with a weighted average remaining life of 9.1 years as of both March 31, 2021 and December 31, 2020)
2,486,000 2,587,000
2 unchanged sentences
Total $ 59,906,000 $ 64,101,000
−Removed: Amortization expense on identified intangible assets for the three months ended September 30, 2020 and 2019 was $ 4,728,000 and $ 2,807,000 , respectively, which included $ 109,000 and $ 90,000 , respectively, of amortization recorded against real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations.
−Removed: Amortization expense on identified intangible assets for the nine months ended September 30, 2020 and 2019 was $ 14,361,000 and $ 15,429,000 , respectively, which included $ 329,000 and $ 205,000 , respectively, of amortization recorded against real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations.
−Removed: The aggregate weighted average remaining life of the identified intangible assets was 8.8 years and 9.5 years as of September 30, 2020 and December 31, 2019, respectively.
−Removed: As of September 30, 2020, estimated amortization expense on the identified intangible assets for the three months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter was as follows:
+Added: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: Amortization expense on identified intangible assets for the three months ended March 31, 2021 and 2020 was $ 4,483,000 and $ 4,756,000 , respectively, which included $ 101,000 and $ 110,000 , respectively, of amortization recorded against real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations.
+Added: The aggregate weighted average remaining life of the identified intangible assets was 8.8 years as of both March 31, 2021 and December 31, 2020.
+Added: As of March 31, 2021, estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter was as follows:
2021 $ 7,551,000
5 unchanged sentences
Total $ 59,558,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Other Assets, Net
−Removed: Other assets, net consisted of the following as of September 30, 2020 and December 31, 2019:
−Removed: September 30,
+Added: Other assets, net consisted of the following as of March 31, 2021 and December 31, 2020:
2021 December 31,
2 unchanged sentences
Prepaid expenses, deposits and other assets 9,923,000 9,028,000
−Removed: Lease commissions, net of accumulated amortization of $ 336,000 and $ 174,000 as of September 30, 2020 and December 31, 2019, respectively
+Added: Lease commissions, net of accumulated amortization of $ 520,000 and $ 426,000 as of March 31, 2021 and December 31, 2020, respectively
2,583,000 2,399,000
−Removed: Deferred financing costs, net of accumulated amortization of $ 2,927,000 and $ 1,517,000 as of September 30, 2020 and December 31, 2019, respectively(1)
+Added: Deferred financing costs, net of accumulated amortization of $ 3,867,000 and $ 3,397,000 as of March 31, 2021 and December 31, 2020, respectively(1)
1,254,000 1,724,000
1 unchanged sentence
(1) Deferred financing costs only include costs related to our line of credit and term loans.
+Added: Amortization expense on deferred financing costs of our line of credit and term loans for the three months ended March 31, 2021 and 2020 was $ 470,000 and $ 469,000 , respectively, which is recorded to interest expense in our accompanying condensed consolidated statements of operations.
See Note 7, Line of Credit and Term Loans, for a further discussion.
−Removed: Amortization expense on deferred financing costs of our line of credit and term loans for the three months ended September 30, 2020 and 2019 was $ 471,000 and $ 484,000 , respectively, and for the nine months ended September 30, 2020 and 2019 was $ 1,410,000 and $ 1,606,000 , respectively, which is recorded to interest expense in our accompanying condensed consolidated statements of operations.
−Removed: Amortization expense on lease commissions for the three months ended September 30, 2020 and 2019 was $ 84,000 and $ 29,000 , respectively, and for the nine months ended September 30, 2020 and 2019 was $ 189,000 and $ 81,000 , respectively.
−Removed: As of September 30, 2020 and December 31, 2019, the unamortized basis difference of our joint venture investment in an unconsolidated entity of $ 16,905,000 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.
+Added: Investment in unconsolidated entity represents our interest in Trilogy REIT Holdings, LLC, or Trilogy, pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc.
+Added: and a wholly-owned subsidiary of the operating partnership of Griffin-American Healthcare REIT III, Inc., or GA Healthcare REIT III.
+Added: Both GA Healthcare REIT III and us are co-sponsored by American Healthcare Investors and Griffin Capital.
+Added: Trilogy owns a portfolio of integrated senior health campuses and ancillary businesses.
+Added: As of March 31, 2021 and December 31, 2020, we owned a 6.0 % interest in such joint venture and the unamortized basis difference of our investment in Trilogy of $ 16,676,000 and $ 16,791,000 , respectively, is primarily attributable to the difference between the amount for which we purchased our interest in such joint venture, including transaction costs, and the historical carrying value of the net assets of such joint venture.
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 condensed consolidated statements of operations.
−Removed: Mortgage Loans Payable, Net
−Removed: As of September 30, 2020 and December 31, 2019, mortgage loans payable were $ 18,933,000 ($ 17,974,000 , net of discount/premium and deferred financing costs) and $ 27,099,000 ($ 26,070,000 , net of discount/premium and deferred financing costs), respectively.
−Removed: As of September 30, 2020, we ha d 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 3.94 %.
−Removed: 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 %.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: The following is summarized financial information of Trilogy:
+Added: 2021 December 31,
+Added: Balance Sheet Data:
+Added: Total assets $ 1,880,167,000 $ 1,882,584,000
+Added: Total liabilities $ 1,341,551,000 $ 1,329,832,000
+Added: Three Months Ended March 31,
+Added: Statements of Operations Data:
+Added: Revenues $ 233,227,000 $ 267,795,000
+Added: Grant income 8,229,000 —
+Added: Expenses 255,094,000 261,437,000
+Added: Net (loss) income $ ( 13,638,000 ) $ 6,358,000
+Added: Mortgage Loans Payable, Net
+Added: As of March 31, 2021 and December 31, 2020, mortgage loans payable were $ 18,628,000 ($ 17,708,000 , net of discount/premium and deferred financing costs) and $ 18,766,000 ($ 17,827,000 , net of discount/premium and deferred financing costs), respectively.
+Added: As of both March 31, 2021 and 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 %.
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.
−Removed: The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2020 and 2019:
−Removed: Nine Months Ended September 30,
+Added: The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2021 and 2020:
+Added: Three Months Ended March 31,
Beginning balance $ 17,827,000 $ 26,070,000
−Removed: Assumption of mortgage loan payable, net
Amortization of deferred financing costs
−Removed: 33,000 58,000
Amortization of discount/premium on mortgage loans payable
2 unchanged sentences
( 138,000 ) ( 7,869,000 )
−Removed: Deferred financing costs
Ending balance $ 17,708,000 $ 18,233,000
−Removed: As of September 30, 2020, the principal payments due on our mortgage loans payable for the three months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter were as follows:
+Added: As of March 31, 2021, the principal payments due on our mortgage loans payable for the nine months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter were as follows:
2021 $ 469,000
+Added: 2025 5,878,000
Thereafter 10,239,000
Total $ 18,628,000
−Removed: Line of Credit and Term Loans
−Removed: 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, N.A., or Bank of America, as administrative agent, swing line lender and letters of credit issuer;
−Removed: KeyBank, National Association, or KeyBank, as syndication agent and letters of credit issuer;
−Removed: Citizens Bank, National Association, as syndication agent, joint lead arranger and joint bookrunner;
−Removed: Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint bookrunner;
−Removed: KeyBanc Capital Markets, as joint lead arranger and joint bookrunner;
−Removed: 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.
−Removed: 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 .
−Removed: 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.
−Removed: 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 .
−Removed: As a result of the 2019 Amendment, the aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .
−Removed: Except as modified by the 2019 Amendment, the material terms of the 2018 Credit Agreement, as amended, remain in full force and effect.
−Removed: 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:
−Removed: (i) the terms of the 2018 Credit Agreement, as amended;
−Removed: and (ii) at least five business days prior written notice to Bank of America.
−Removed: 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.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: Line of Credit and Term Loans
+Added: We, through our operating partnership, as borrower, entered into a credit agreement, or the 2018 Credit Agreement, as amended, with Bank of America, N.A.;
+Added: KeyBank, National Association;
+Added: Citizens Bank, National Association;
+Added: Merrill Lynch, Pierce, Fenner & Smith Incorporated;
+Added: KeyBanc Capital Markets;
+Added: and the lenders named therein, to obtain a credit facility with an aggregate maximum principal amount of $ 530,000,000 , or the 2018 Credit Facility.
+Added: The 2018 Credit Facility consists of a senior unsecured revolving credit facility in the amount of $ 235,000,000 and senior unsecured term loan facilities in the aggregate amount of $ 295,000,000 .
+Added: 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 certain conditions.
+Added: The 2018 Credit Facility matures on November 19, 2021 and may be extended for one 12 -month period during the term of the related 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:
−Removed: (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.
−Removed: Accrued interest on the 2018 Credit Facility is payable monthly.
−Removed: The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
−Removed: 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.
−Removed: As of both September 30, 2020 and December 31, 2019, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .
−Removed: As of September 30, 2020 and December 31, 2019, borrowings outstanding totaled $ 479,500,000 and $ 396,800,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.12 % and 3.50 %, respectively, per annum.
+Added: (1) the prime rate publicly announced by Bank of America, N.A., (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.
+Added: As of both March 31, 2021 and December 31, 2020, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .
+Added: As of March 31, 2021 and December 31, 2020, borrowings outstanding totaled $ 481,400,000 and $ 476,900,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.08 % and 2.12 %, respectively, per annum.
Derivative Financial Instruments
−Removed: We record derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value.
−Removed: The following table lists the derivative financial instruments held by us as of September 30, 2020 and December 31, 2019, which are included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets:
−Removed: Instrument Notional Amount Index Interest Rate Maturity Date September 30,
+Added: We use derivative financial instruments to manage interest rate risk associated with our variable-rate term loans and we record such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value.
+Added: The following table lists the derivative financial instruments held by us as of March 31, 2021 and December 31, 2020, which are included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets:
+Added: Instrument Notional Amount Index Interest Rate Maturity Date March 31,
2021 December 31,
5 unchanged sentences
$ 295,000,000 $ ( 3,800,000 ) $ ( 5,255,000 )
−Removed: As of both September 30, 2020 and December 31, 2019, none of our derivative financial instruments were designated as hedges.
−Removed: For the three months ended September 30, 2020 and 2019, we recorded $ 1,450,000 and $( 402,000 ), respectively, and for the nine months ended September 30, 2020 and 2019, we recorded $( 2,302,000 ) and $( 5,401,000 ), respectively, as a decrease (increase) to interest expense in our accompanying condensed consolidated statements of operations related to the change in the fair value of our derivative financial instruments.
+Added: As of both March 31, 2021 and December 31, 2020, none of our derivative financial instruments were designated as hedges.
+Added: For the three months ended March 31, 2021 and 2020, we recorded $ 1,455,000 and $( 4,605,000 ), respectively, as a decrease (increase) to interest expense in our accompanying condensed consolidated statements of operations related to the change in the fair value of our derivative financial instruments.
See Note 14, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.
+Added: Identified Intangible Liabilities, Net
+Added: As of March 31, 2021 and December 31, 2020, identified intangible liabilities, net consisted of below-market leases of $ 1,234,000 and $ 1,295,000 , respectively, net of accumulated amortization of $ 669,000 and $ 608,000 , respectively.
+Added: Amortization expense on below-market leases for the three months ended March 31, 2021 and 2020 was $ 61,000 and $ 92,000 , respectively, which was recorded to real estate revenue in our accompanying condensed consolidated statements of operations.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Identified Intangible Liabilities, Net
−Removed: As of September 30, 2020 and December 31, 2019, identified intangible liabilities, net consisted of below-market leases of $ 1,362,000 and $ 1,601,000 , respectively, net of accumulated amortization of $ 586,000 and $ 702,000 , respectively.
−Removed: Amortization expense on below-market leases for the three months ended September 30, 2020 and 2019 was $ 78,000 and $ 212,000 , respectively, and for the nine months ended September 30, 2020 and 2019 was $ 239,000 and $ 421,000 , respectively, which was recorded to real estate revenue in our accompanying condensed consolidated statements of operations.
−Removed: The weighted average remaining life of below-market leases was 11.6 years and 11.3 years as of September 30, 2020 and December 31, 2019, respectively.
−Removed: As of September 30, 2020, estimated amortization expense on below-market leases for the three months ending December 31, 2020 and for each of the next four years ending December 31 and thereafter was as follows:
+Added: The weighted average remaining life of below-market leases was 11.6 years as of both March 31, 2021 and December 31, 2020, respectively.
+Added: As of March 31, 2021, estimated amortization expense on below-market leases for the nine months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter was as follows:
2021 $ 175,000
9 unchanged sentences
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.
−Removed: Impact of the COVID-19 Pandemic
−Removed: The COVID-19 pandemic is dramatically impacting the United States and has resulted in an aggressive worldwide effort to contain the spread of the virus.
−Removed: 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.
−Removed: In addition, the continuously evolving nature of the COVID-19 pandemic makes it difficult to ascertain the long-term impact it will have on real estate markets and our portfolio of investments.
−Removed: Considerable uncertainty still surrounds the COVID-19 pandemic and its effects on the population, as well as the effectiveness of any responses taken on a national and local level by government and public health authorities and businesses to contain and combat the outbreak and spread of the virus.
−Removed: In particular, government-imposed business closures and re-opening restrictions have dramatically impacted the operations of our real estate investments and our tenants across the country, such as creating declines in resident occupancy.
−Removed: Further, our senior housing facilities have also experienced dramatic increases and continue to experience increases in costs to care for residents, particularly increased labor costs to maintain staffing levels to care for the aged population during this crisis,
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: costs of COVID-19 testing of employees and residents and costs to procure the volume of personal protective equipment and other supplies required.
−Removed: We received and recognized in our accompanying condensed 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.
−Removed: We have also taken actions to strengthen our balance sheet and preserve liquidity in response to the COVID-19 pandemic risks.
−Removed: Since March 2020, we have postponed non-essential capital expenditures, reduced the stockholder distribution rate and partially suspended our share repurchase plan.
−Removed: 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.
−Removed: S ee Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Which May Influence Results of Operations, for a further discussion of the adverse impact the COVID-19 pandemic has had on our business operations.
Redeemable Noncontrolling Interests
−Removed: As of both September 30, 2020 and December 31, 2019, our advisor owned all of the 208 limited partnership units outstanding in our operating partnership.
−Removed: As of both September 30, 2020 and December 31, 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.
+Added: As of both March 31, 2021 and December 31, 2020, our advisor owned all of the 208 limited partnership units outstanding in our operating partnership.
+Added: As of both March 31, 2021 and December 31, 2020, 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 condensed consolidated balance sheets.
−Removed: 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 an affiliate of Meridian Senior Living, LLC, or Meridian.
−Removed: 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.
+Added: 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 Health Care, Inc., or 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 condensed consolidated balance sheets.
+Added: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
We record the carrying amount of redeemable noncontrolling interests at the greater of:
1 unchanged sentence
or (ii) the redemption value.
−Removed: The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2020 and 2019:
−Removed: Nine Months Ended September 30,
+Added: The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2021 and 2020:
+Added: Three Months Ended March 31,
Beginning balance $ 2,618,000 $ 1,462,000
1 unchanged sentence
Distributions ( 5,000 ) ( 25,000 )
−Removed: Fair value adjustment to redemption value 530,000 65,000
+Added: Adjustment to redemption value 140,000 108,000
Net loss attributable to redeemable noncontrolling interests ( 140,000 ) ( 83,000 )
2 unchanged sentences
Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share.
−Removed: As of both September 30, 2020 and December 31, 2019, no shares of our preferred stock were issued and outstanding.
+Added: As of both March 31, 2021 and December 31, 2020, no shares of our preferred stock were issued and outstanding.
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.
−Removed: Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: stockholders for approval;
+Added: 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.
−Removed: On February 6, 2015, our advisor acquired shares of our Class T common stock for total cash consideration of $ 200,000 and was admitted as our initial stockholder.
−Removed: We used the proceeds from the sale of shares of our Class T common stock to our advisor to make an initial capital contribution to our operating partnership.
−Removed: As of both September 30, 2020 and December 31, 2019, our advisor owned 20,833 shares of our Class T common stock.
−Removed: On February 15, 2019, we terminated our initial offering.
−Removed: We continue to offer shares of our common stock pursuant to the 2019 DRIP Offering.
+Added: As of both March 31, 2021 and December 31, 2020, our advisor owned 20,833 shares of our Class T common stock.
+Added: 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.
−Removed: Through September 30, 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 7,157,430 aggregate shares of our Class T and Class I common stock pursuant to our DRIP Offerings.
−Removed: We also granted an aggregate of 105,000 shares of our restricted Class T common stock to our independent directors and repurchased 1,934,950 shares of our common stock under our share repurchase plan through September 30, 2020.
−Removed: As of September 30, 2020 and December 31, 2019, we had 80,987,994 and 79,899,874 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding.
+Added: Through March 31, 2021, we had issued 75,639,681 aggregate shares of our Class T and Class I common stock in connection with the primary portion of o ur initial offering and 8,025,943 aggregate shares of our Class T and Class I common stock pursuant to our DRIP Offerings.
+Added: We also granted an aggregate of 105,000 shares of our restricted Class T common stock to our independent directors and repurchased 2,094,110 shares of our common stock under our share repurchase plan through March 31, 2021.
+Added: As of March 31, 2021 and December 31, 2020, we had 81,697,347 and 81,339,337 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding.
Distribution Reinvestment Plan
2 unchanged sentences
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.
−Removed: On February 15, 2019, we terminated our initial offering.
−Removed: We continue to offer up to $ 100,000,000 in shares of our common stock pursuant to the 2019 DRIP Offering.
+Added: 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.
+Added: In connection with our special committee’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.
+Added: As a consequence of the suspension of the DRIP, beginning with the April 2021 distributions, which were paid in May 2021, there will be no further issuances of shares pursuant to the DRIP, and stockholders who are participants in the DRIP received or 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.
−Removed: The following is a summary of our historical and current estimated per share NAV of our Class T and Class I common stock:
−Removed: Approval Date by our Board Established Per
−Removed: 04/06/18 $ 9.65
−Removed: 04/04/19 $ 9.54
−Removed: 04/02/20 $ 9.54
−Removed: For the three months ended September 30, 2020 and 2019, $ 4,247,000 and $ 6,599,000 , respectively, in distributions were reinvested and 445,239 and 691,703 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.
−Removed: For the nine months ended September 30, 2020 and 2019, $ 15,681,000 and $ 19,056,000 , respectively, in distributions were reinvested and 1,643,731 and 1,987,822 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.
−Removed: As of September 30, 2020 and December 31, 2019, a total of $ 68,311,000 and $ 52,630,000 , respectively, in distributions were cumulatively reinvested that resulted in 7,157,430 and 5,513,699 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: For the three months ended March 31, 2021 and 2020, $ 4,106,000 and $ 6,437,000 , respectively, in distributions were reinvested and 430,349 and 674,756 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.
+Added: As of March 31, 2021 and December 31, 2020, a total of $ 76,598,000 and $ 72,492,000 , respectively, in distributions were cumulatively reinvested that resulted in 8,025,943 and 7,595,594 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings.
Share Repurchase Plan
−Removed: Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met.
−Removed: Share repurchases will be made at the sole discretion of our board.
−Removed: Subject to the availability of the funds for share repurchases, we will limit 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;
−Removed: provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap.
−Removed: Funds for the repurchase of shares of our common stock come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to our DRIP Offerings.
−Removed: All repurchases of our shares of common stock are 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.
−Removed: Further, all share repurchases are 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 have been held.
−Removed: 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.
−Removed: Commencing with shares repurchased for the quarter ending June 30, 2019, the repurchase amount for shares repurchased under our share repurchase plan is 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.
−Removed: See the “Distribution Reinvestment Plan” section above for a summary of our historical and current estimated per share NAV.
−Removed: However, if shares of our common stock are repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price will be no less than 100 % of the price paid to acquire the shares of our common stock from us.
−Removed: Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as follows:
−Removed: first, pro rata as to repurchases sought upon a stockholder’s death;
−Removed: next, pro rata as to repurchases sought by stockholders with a qualifying disability;
−Removed: and, finally, pro rata as to other repurchase requests.
−Removed: 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, our board decided to take steps to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects.
+Added: Due to the impact the coronavirus, or 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.
−Removed: Repurchase requests resulting from the death or qualifying disability of stockholders are not suspended, but shall remain 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.
−Removed: Our board shall determine if and when it is in the best interest of our company and stockholders to reinstate our share repurchase plan for additional stockholders.
−Removed: For the three months ended September 30, 2020 and 2019, we repurchased 71,551 and 308,837 shares of our common stock, respectively, for an aggregate of $ 706,000 and $ 2,823,000 , respectively, at an average repurchase price of $ 9.87 and $ 9.14 per share, respectively.
−Removed: For the nine months ended September 30, 2020 and 2019, we repurchased 578,111 and 668,646 shares of our common stock, respectively, for an aggregate of $ 5,349,000 and $ 6,192,000 , respectively, at an average repurchase price of $ 9.25 and $ 9.26 per share, respectively.
−Removed: As of September 30, 2020 and December 31, 2019, we cumulatively repurchased 1,934,950 and 1,356,839 shares of our common stock, respectively, for an aggregate of $ 18,005,000 and $ 12,656,000 , respectively, at an average repurchase price of $ 9.31 and $ 9.33 per share, respectively.
−Removed: In October 2020, we repurchased 86,821 shares of our common stock, for an aggregate of $ 865,000 , at an average repurchase price of $ 9.95 per share.
+Added: 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.
+Added: In connection with our special committee’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.
+Added: Prior to its suspension, our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria were met.
+Added: Share repurchases were made at the sole discretion of our board.
+Added: 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;
+Added: provided, however, that shares subject to a repurchase requested upon the death of a stockholder were not subject to this cap.
+Added: 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.
+Added: During our initial offering and with respect to shares repurchased for the quarter ended 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.
+Added: Commencing with shares repurchased for the quarter ended 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.
+Added: 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.
+Added: For the three months ended March 31, 2021, we repurchased 72,339 shares of our common stock, for an aggregate of $ 714,000 , at an average repurchase price of $ 9.86 per share.
+Added: For the three months ended March 31, 2020, we did no t repurchase any shares.
+Added: As of March 31, 2021 and December 31, 2020, we cumulatively repurchased 2,094,110 and 2,021,771 shares of our common stock, respectively, for an aggregate of $ 19,584,000 and $ 18,870,000 , respectively, at an average repurchase price of $ 9.35 and $ 9.33 per share, respectively.
+Added: In April 2021, we repurchased 117,228 shares of our common stock, for an aggregate of $ 1,160,000 , at an average repurchase price of $ 9.89 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.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: 2015 Incentive Plan
−Removed: 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.
−Removed: The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares.
−Removed: For both the nine months ended September 30, 2020 and 2019, we granted an aggregat e of 22,500 shares of our restricted Class T common stock at a weighted average grant date fair value of $ 9.54 per share to our indepen dent directors in connection with their re-election to our board and in consideration for their past services rendered.
−Removed: Such shares vested 20.0 % immediately on the grant date and 20.0 % will vest on each of the first four anniversaries of the grant date.
−Removed: For the three months ended September 30, 2020 and 2019, we recognized stock compensation expense of $ 73,000 and $ 72,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we recognized stock compensation expense of $ 171,000 and $ 164,000 , respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations.
−Removed: Offering Costs
−Removed: Selling Commissions
−Removed: 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.
−Removed: No selling commissions were payable on Class I shares or shares of our common stock sold pursuant to our DRIP Offerings.
−Removed: Following the termination of our initial offering on February 15, 2019, we no longer incur additional selling commissions.
−Removed: For the nine months ended September 30, 2019, we incurred $ 2,241,000 in selling commissions to our dealer manager.
−Removed: Such commissions were charged to stockholders’ equity as such amounts were paid to our dealer manager from the gross proceeds of our initial offering.
−Removed: Dealer Manager Fee
−Removed: 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.
−Removed: With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0 % 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, of which 1.0 % of the gross offering proceeds was funded by us and an amount equal to 2.0 % of the gross offering proceeds was funded by our advisor.
−Removed: Effective March 1, 2017 and through the termination of our initial offering on February 15, 2019, 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.
−Removed: No dealer manager fee was payable on shares of our common stock sold pursuant to our DRIP Offerings.
−Removed: Following the termination of our initial offering on February 15, 2019, we no longer incur additional dealer manager fees.
−Removed: For the nine months ended September 30, 2019, we incurred $ 759,000 in dealer manager fees to our dealer manager.
−Removed: 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.
−Removed: See Note 13, Related Party Transactions — Offering Stage — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by our advisor.
−Removed: Stockholder Servicing Fee
−Removed: 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.
−Removed: No stockholder servicing fee is paid with respect to Class I shares or shares of our common stock sold pursuant to our DRIP Offerings.
−Removed: 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 and, in the aggregate will not exceed an amount equal to 4.0 % of the gross proceeds from the sale of Class T shares in the primary portion of our initial offering.
−Removed: 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.
−Removed: 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.
−Removed: By agreement with participating broker-dealers, such stockholder servicing fee may be reduced or limited.
+Added: Noncontrolling Interest
+Added: In connection with our acquisition of Louisiana Senior Housing Portfolio on January 3, 2020, as of both March 31, 2021 and December 31, 2020, we owned an approximate 90.0 % interest in our consolidated joint venture that owns such properties.
+Added: As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations for the three months ended March 31, 2021 and for the period from January 3, 2020 through March 31, 2020, and the carrying amount of such noncontrolling interest is presented in total equity in our accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Following the termination of our initial offering on February 15, 2019, we no longer incur additional stockholder servicing fees.
−Removed: For the nine months ended September 30, 2019, we incurred $ 2,536,000 in stockholder servicing fees to our dealer manager.
−Removed: As of September 30, 2020 and December 31, 2019, we accrued $ 7,667,000 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 condensed consolidated balance sheets.
−Removed: Noncontrolling Interest
−Removed: In connection with our acquisition of Louisiana Senior Housing Portfolio in January 2020, as of September 30, 2020 we owned an approximate 90.0 % interest in our consolidated joint venture with SSMG that owns such properties.
−Removed: As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020, and the carrying amount of such noncontrolling interest is presented in total equity in our accompanying condensed consolidated balance sheets as of September 30, 2020.
−Removed: We did not have any noncontrolling interest in total equity for the nine months ended September 30, 2019.
Related Party Transactions
4 unchanged sentences
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.
−Removed: Our board, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the nine months ended September 30, 2020.
−Removed: Set forth below is a description of the transactions with affiliates.
+Added: Our board, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the three months ended March 31, 2021.
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.
−Removed: For the three months ended September 30, 2020 and 2019, we incurred $ 3,045,000 and $ 4,478,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred $ 10,344,000 and $ 12,626,000 , respectively, in fees and expenses to our affiliates as detailed below.
−Removed: Offering Stage
−Removed: Dealer Manager Fee
−Removed: 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.
−Removed: With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0 % 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, of which 1.0 % of the gross offering proceeds was funded by us and an amount equal to 2.0 % of the gross offering proceeds was funded by our advisor.
−Removed: Effective March 1, 2017 and through the termination of our initial offering on February 15, 2019, 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.
−Removed: 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.
−Removed: No dealer manager fee was payable on shares of our common stock sold pursuant to our DRIP Offerings.
−Removed: Following the termination of our initial offering on February 15, 2019, we no longer incur additional dealer manager fees.
−Removed: For the nine months ended September 30, 2019, we incurred $ 1,687,000 payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred.
−Removed: Such fee was charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets.
−Removed: See Note 12, Equity — Offering Costs — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by us.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Other Organizational and Offering Expenses
−Removed: 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.
−Removed: 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.
−Removed: No other organizational and offering expenses were paid with respect to shares of our common stock sold pursuant to our DRIP Offerings.
−Removed: Following the termination of our initial offering on February 15, 2019, we no longer incur additional other organizational and offering expenses.
−Removed: For the nine months ended September 30, 2019, we incurred $ 112,000 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.
−Removed: Such expenses were charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets.
−Removed: Acquisition and Development Stage
−Removed: Acquisition Fee
−Removed: 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 or, with respect to any real estate-related investment we originate or acquire, up to 4.25 % of the origination or acquisition price, including any contingent or earn-out payments that may be paid.
−Removed: The 4.50 % or 4.25 % acquisition fees consist of a 2.25 % or 2.00 % base acquisition fee, or the base acquisition fee, for real estate and real estate-related acquisitions, respectively, and an additional 2.25 % contingent advisor payment, or the Contingent Advisor Payment, as applicable.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Our advisor or its affiliates are entitled to receive these acquisition fees for properties and real estate-related investments 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 or real estate-related investment, subject to certain conditions.
−Removed: 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.
−Removed: The base acquisition fee in connection with the acquisition of real estate investments accounted for as business combinations is expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations.
−Removed: The base acquisition fee in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments is capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets.
−Removed: For the three months ended September 30, 2020 and 2019, we incurred base acquisition fees of $ 35,000 and $ 1,922,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred base acquisition fees of $ 1,475,000 and $ 3,663,000 , respectively, to our advisor.
−Removed: As of both September 30, 2020 and December 31, 2019, we have paid $ 20,982,000 in Contingent Advisor Payments to our advisor and do not have any amounts outstanding due to our advisor.
−Removed: For a further discussion of amounts paid in connection with the Contingent Advisor Payment, see “Dealer Manager Fee” and “Other Organizational and Offering Expenses,” above.
−Removed: Development Fee
−Removed: 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;
−Removed: 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.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: For the three months ended September 30, 2020 and 2019, we incurred development fees of $ 22,000 and $ 0 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred development fees of $ 24,000 and $ 14,000 , respectively, to our advisor, which was expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations.
−Removed: Reimbursement of Acquisition Expenses
−Removed: 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.
−Removed: 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 or real estate-related investments, 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.
−Removed: For the nine months ended September 30, 2020 and 2019, 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 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.
−Removed: Reimbursements of acquisition expenses in connection with the acquisition of real estate investments accounted for as business combinations are expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations.
−Removed: Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance shee ts.
−Removed: For the three and nine months ended September 30, 2020, we incurred $ 0 and $ 1,000 , respectively, in acquisition expenses to our advisor or its affiliates.
−Removed: For the three and nine months ended September 30, 2019, we did no t incur any acquisition expenses payable to our advisor or its affiliates.
−Removed: Operational Stage
−Removed: Asset Management Fee
−Removed: 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.
−Removed: For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate investments and real estate-related 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.
−Removed: For the three months ended September 30, 2020 and 2019, we incurred asset management fees of $ 2,446,000 and $ 2,120,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred asset management fees of $ 7,292,000 and $ 6,012,000 , respectively, to our advisor, which are included in general and administrative in our accompanying condensed consolidated statements of operations.
−Removed: Property Management Fee
−Removed: 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.
−Removed: We pay American Healthcare Investors a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows:
−Removed: (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;
−Removed: (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;
−Removed: 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.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Property management fees are included in rental expenses and general and administrative expenses in our accompanying condensed consolidated statements of operations.
−Removed: For the three months ended September 30, 2020 and 2019, we incurred property management fees of $ 376,000 and $ 318,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred property management fees of $ 1,100,000 and $ 871,000 , respectively, to American Healthcare Investors.
−Removed: 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.
−Removed: 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.
−Removed: Lease fees are capitalized as lease commissions, which are included in other assets, net in our accompanying condensed consolidated balance sheets, and amortized over the term of the lease.
−Removed: For the three months ended September 30, 2020 and 2019, we incurred lease fees of $ 117,000 and $ 21,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred lease fees of $ 254,000 and $ 71,000 , respectively.
−Removed: Construction Management Fee
−Removed: 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.
−Removed: Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or are expensed and included in our accompanying condensed consolidated statements of operations, as applicable.
−Removed: For the three months ended September 30, 2020 and 2019, we incurred construction management fees of $ 12,000 and $ 73,000 , respectively, and for the nine months ended September 30, 2020 and 2019, we incurred construction management fees of $ 76,000 and $ 99,000 , respectively.
+Added: Fees and expenses to our affiliates incurred for the three months ended March 31, 2021 and 2020 were as follows:
+Added: Three Months Ended March 31,
+Added: Asset management fees(1) $ 2,454,000 $ 2,411,000
+Added: Property management fees(2) 365,000 349,000
+Added: Base acquisition fees and reimbursement of acquisition expenses(3) 181,000 1,407,000
Operating expenses(4) 45,000 43,000
+Added: Lease fees(5) 41,000 51,000
+Added: Development fees(6) 24,000 —
+Added: Construction management fees(7) 23,000 23,000
+Added: $ 3,133,000 $ 4,284,000
+Added: (1) Asset management fees are included in general and administrative in our accompanying condensed consolidated statements of operations.
+Added: (2) Property management fees are included in rental expenses or general and administrative expenses in our accompanying condensed consolidated statements of operations, depending on the property type from which the fee was incurred.
+Added: (3) Such amounts are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or are expensed as incurred and included in business acquisition expenses in our accompanying condensed consolidated statements of operations, as applicable.
(4) We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations.
−Removed: 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:
−Removed: (i) 2.0 % of our average invested assets, as defined in the Advisory Agreement;
−Removed: or (ii) 25.0 % of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient.
−Removed: 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:
−Removed: 12 months ended September 30,
−Removed: Operating expenses as a percentage of average invested assets 1.1 % 1.2 %
−Removed: Operating expenses as a percentage of net income 32.7 % 42.0 %
−Removed: For the 12 months ended September 30, 2020 and 2019, our operating expenses did not exceed the aforementioned limitations as 2.0 % of our average invested assets was greater than 25.0 % of our net income.
−Removed: For the three months ended September 30, 2020 and 2019, our advisor incurred operating expenses on our behalf of $ 37,000 and $ 24,000 , respectively, and for the nine months ended September 30, 2020 and 2019, our advisor incurred operating expenses on our behalf of $ 122,000 and $ 97,000 , respectively.
+Added: For the 12 months ended March 31, 2021 and 2020, our operating expenses did not exceed such limitations.
Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations.
−Removed: Compensation for Additional Services
−Removed: We pay our advisor and its affiliates for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement.
−Removed: The rate of compensation for these services has to be approved by a majority of our board, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated parties for similar services.
−Removed: For the three and nine months ended September 30, 2020 and 2019, our advisor and its affiliates were not compensated for any additional services.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Liquidity Stage
−Removed: Disposition Fees
−Removed: 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.
−Removed: 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.
−Removed: For the three and nine months ended September 30, 2020 and 2019, we did not incur any disposition fees to our advisor or its affiliates.
−Removed: Subordinated Participation Interest
−Removed: Subordinated Distribution of Net Sales Proceeds
−Removed: In the event of liquidation, we will pay our advisor a subordinated distribution of net sales proceeds.
−Removed: 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:
−Removed: (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);
−Removed: 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.
−Removed: Actual amounts to be received depend on the sale prices of properties upon liquidation.
−Removed: For the three and nine months ended September 30, 2020 and 2019, we did not pay any such distributions to our advisor.
−Removed: Subordinated Distribution Upon Listing
−Removed: 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:
−Removed: (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.
−Removed: Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors.
−Removed: For the three and nine months ended September 30, 2020 and 2019, we did not pay any such distributions to our advisor.
−Removed: Subordinated Distribution Upon Termination
−Removed: 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:
−Removed: (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 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.
−Removed: 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.
−Removed: As of September 30, 2020 and December 31, 2019, we did not have any liability related to the subordinated distribution upon termination.
−Removed: Stock Purchase Plans
−Removed: On December 31, 2017, our Chief Executive Officer and Chairman of the Board of Directors, Jeffrey T.
−Removed: Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President and General Counsel, Mathieu B.
−Removed: 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.
−Removed: In addition, on December 31, 2017, four Executive Vice Presidents of American Healthcare Investors, including our Executive Vice President of Acquisitions, Stefan K.L.
−Removed: Oh, our Chief Financial Officer, Brian S.
−Removed: Peay, as well as Wendie Newman and Christopher M.
−Removed: Belford, both of whom
+Added: (5) Lease fees are capitalized as costs of entering into new leases and included in other assets, net in our accompanying condensed consolidated balance sheets, and amortized over the term of the lease.
+Added: (6) Development fees are expensed as incurred and included in business acquisition expenses in our accompanying condensed consolidated statements of operations.
+Added: (7) Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or are expensed and included in our accompanying condensed consolidated statements of operations, as applicable.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: were our Vice Presidents of Asset Management as of September 30, 2020, 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.
−Removed: The 2018 Stock Purchase Plans terminated on December 31, 2018.
−Removed: 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.
−Removed: 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 $ 9.65 per share effective as of April 11, 2018.
−Removed: 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.
−Removed: For the nine months ended September 30, 2019, our officers invested the following amounts and we issued the following shares of our Class I common stock pursuant to the 2018 Stock Purchase Plans:
−Removed: Nine Months Ended September 30, 2019
−Removed: Officer’s Name Title Amount Shares
−Removed: Chief Executive Officer and Chairman of the Board of Directors
−Removed: Danny Prosky President and Chief Operating Officer
−Removed: Executive Vice President and General Counsel
−Removed: Chief Financial Officer
−Removed: Executive Vice President of Acquisitions
−Removed: Christopher M.
−Removed: Vice President of Asset Management
−Removed: Wendie Newman
−Removed: Vice President of Asset Management
−Removed: $ 35,000 3,448
Accounts Payable Due to Affiliates
−Removed: The following amounts were outstanding to our affiliates as of September 30, 2020 and December 31, 2019:
−Removed: Fee September 30,
+Added: The following amounts were outstanding to our affiliates as of March 31, 2021 and December 31, 2020:
+Added: Fee March 31,
2021 December 31,
2 unchanged sentences
Construction management fees 42,000 33,000
+Added: Development fees 24,000 64,000
Operating expenses 19,000 10,000
−Removed: Acquisition and development fees 2,000 5,000
Lease commissions 6,000 8,000
Total $ 1,042,000 $ 1,046,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Fair Value Measurements
Assets and Liabilities Reported at Fair Value
−Removed: The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2020, aggregated by the level in the fair value hierarchy within which those measurements fall:
+Added: The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall:
Quoted Prices in
17 unchanged sentences
Derivative financial instruments $ — $ 5,255,000 $ — $ 5,255,000
−Removed: There were no transfers into or out of fair value measurement levels during the nine months ended September 30, 2020 and 2019.
−Removed: Derivative Financial Instruments
+Added: There were no transfers into or out of fair value measurement levels during the three months ended March 31, 2021 and 2020.
We use interest rate swaps to manage interest rate risk associated with variable-rate debt.
5 unchanged sentences
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.
−Removed: 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.
−Removed: However, as of September 30, 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.
−Removed: As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
+Added: 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,
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty.
+Added: However, as of March 31, 2021, 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.
+Added: 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 condensed consolidated balance sheets include the following financial instruments:
−Removed: 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.
−Removed: 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 the short period of time between origination of the instruments and their expected realization.
+Added: cash and cash equivalents, accounts and other receivables, restricted cash, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under the 2018 Credit Facility.
+Added: We consider the carrying values of cash and cash equivalents, accounts and other receivables, restricted cash and accounts payable and accrued liabilities to approximate the fair values for these financial instruments based upon 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.
2 unchanged sentences
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.
−Removed: The carrying amounts and estimated fair values of such financial instruments as of September 30, 2020 and December 31, 2019 were as follows:
−Removed: September 30, 2020 December 31, 2019
+Added: The carrying amounts and estimated fair values of such financial instruments as of March 31, 2021 and December 31, 2020 were as follows:
+Added: March 31, 2021 December 31, 2020
Amount(1) Fair
6 unchanged sentences
As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
−Removed: We have elected to treat certain of our consolidated subsidiaries as TRS, pursuant to the Code.
+Added: We have elected to treat certain of our consolidated subsidiaries as taxable REIT subsidiaries, or 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.
−Removed: 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.
−Removed: 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 condensed consolidated financial statements, if any.
−Removed: We do not anticipate that tax law changes in the CARES Act will materially impact the computation of our taxable income, including our TRS.
−Removed: 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.
−Removed: 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 condensed consolidated financial statements.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: The components of income tax (benefit) expense for the three and nine months ended September 30, 2020 and 2019 were as follows:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
+Added: The components of income tax benefit or expense for the three months ended March 31, 2021 and 2020 were as follows:
+Added: Three Months Ended March 31,
Federal deferred $ ( 1,124,000 ) $ ( 271,000 )
6 unchanged sentences
Federal and state income taxes are generally a function of the level of income recognized by our TRS.
+Added: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Deferred Taxes
−Removed: 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.
+Added: 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 net operating losses 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.
−Removed: As of both September 30, 2020 and December 31, 2019, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.
+Added: As of both March 31, 2021 and December 31, 2020, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed 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.
−Removed: As of both September 30, 2020 and December 31, 2019, our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income.
+Added: As of both March 31, 2021 and December 31, 2020, 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.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
We have operating leases with tenants that expire at various dates through 2040.
−Removed: For the three months ended September 30, 2020 and 2019, we recognized $ 21,519,000 and $ 19,253,000 of real estate revenue, respectively, related to operating lease payments, of which $ 4,592,000 and $ 3,718,000 , respectively, was for variable lease payments.
−Removed: For the nine months ended September 30, 2020 and 2019, we recognized $ 64,824,000 and $ 53,280,000 of real estate revenue, respectively, related to operating lease payments, of which $ 13,861,000 and $ 10,426,000 , respectively, was for variable lease payments.
−Removed: As of September 30, 2020, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ended December 31, 2020 and for each of the next four years ending December 31 and thereafter for the properties that we wholly own:
+Added: For the three months ended March 31, 2021 and 2020, we recognized $ 21,946,000 and $ 21,463,000 of real estate revenue, respectively, related to operating lease payments, of which $ 4,944,000 and $ 4,455,000 , respectively, was for variable lease payments.
+Added: As of March 31, 2021, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the nine months ended December 31, 2021 and for each of the next four years ending December 31 and thereafter for the properties that we wholly own:
2021 $ 48,945,000
9 unchanged sentences
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: For the three months ended September 30, 2020 and 2019, operating lease costs were $ 206,000 and $ 177,000 , respectively, and for the nine months ended September 30, 2020 and 2019, operating lease costs were $ 643,000 and $ 478,000 , respectively, which are included in rental expenses in our accompanying condensed consolidated statements of operations.
+Added: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
+Added: For both the three months ended March 31, 2021 and 2020, operating lease costs were $ 209,000 , which are included in rental expenses in our accompanying condensed 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:
−Removed: September 30,
2021 December 31,
2 unchanged sentences
5.74 % 5.74 %
−Removed: Nine Months Ended September 30,
−Removed: Cash paid for amounts included in the measurement of operating lease liabilities:
−Removed: Operating cash outflows related to operating leases
−Removed: $ 306,000 $ 252,000
−Removed: Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 4,489,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: As of September 30, 2020, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ended December 31, 2020 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet:
+Added: As of March 31, 2021, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ended December 31, 2021 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet:
2021 $ 417,000
4 unchanged sentences
Segment Reporting
−Removed: As of September 30, 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.
+Added: As of March 31, 2021, 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).
1 unchanged sentence
Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure.
−Removed: We evaluate performance based upon segment net operating income.
−Removed: We define segment net operating income 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, income or loss from unconsolidated entity, other income and income tax expense for each segment.
+Added: We evaluate performance based upon segment net operating income, or NOI.
+Added: We define segment NOI as total revenues, less rental expenses and property operating expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, income or loss from unconsolidated entity and other income for each segment.
We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement.
−Removed: However, we believe that segment net operating income 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.
+Added: 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.
−Removed: 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.
+Added: Non-segment assets primarily consist of corporate assets including our joint venture investment in an unconsolidated entity, cash and cash equivalents, other receivables and other assets not attributable to individual properties.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Summary information for the reportable segments during the three and nine months ended September 30, 2020 and 2019 was as follows:
+Added: Summary information for the reportable segments during the three months ended March 31, 2021 and 2020 was as follows:
Buildings Senior
2 unchanged sentences
Housing Three Months
−Removed: September 30, 2020
−Removed: Revenues and grant income:
+Added: March 31, 2021
Real estate revenue $ 16,752,000 $ — $ 3,000,000 $ 2,194,000 $ 21,946,000
Resident fees and services — 15,895,000 — — 15,895,000
−Removed: Grant income — 864,000 — — 864,000
−Removed: Total revenues and grant income 16,338,000 19,812,000 2,979,000 2,202,000 41,331,000
+Added: Total revenues 16,752,000 15,895,000 3,000,000 2,194,000 37,841,000
Rental expenses 5,705,000 — 145,000 174,000 6,024,000
2 unchanged sentences
General and administrative $ 3,747,000
−Removed: Acquisition related expenses 57,000
+Added: Business acquisition expenses 314,000
Depreciation and amortization 12,402,000
3 unchanged sentences
Gain in fair value of derivative financial instruments 1,455,000
−Removed: Impairment of real estate investments ( 3,064,000 )
Loss from unconsolidated entity ( 904,000 )
Other income 7,000
−Removed: Loss before income taxes ( 5,191,000 )
−Removed: Income tax benefit 39,000
Net loss $ ( 4,008,000 )
5 unchanged sentences
Housing Three Months
−Removed: September 30, 2019
−Removed: Real estate revenue $ 14,144,000 $ — $ 2,929,000 $ 2,180,000 $ 19,253,000
−Removed: Resident fees and services — 11,865,000 — — 11,865,000
−Removed: Total revenues
−Removed: 14,144,000 11,865,000 2,929,000 2,180,000 31,118,000
−Removed: Rental expenses 4,581,000 — 135,000 213,000 4,929,000
−Removed: Property operating expenses — 9,884,000 — — 9,884,000
−Removed: Segment net operating income $ 9,563,000 $ 1,981,000 $ 2,794,000 $ 1,967,000 $ 16,305,000
−Removed: General and administrative
−Removed: Acquisition related expenses
−Removed: Depreciation and amortization
−Removed: Other income (expense):
−Removed: Interest expense:
−Removed: Interest expense (including amortization of deferred financing costs and debt discount/premium)
−Removed: ( 4,140,000 )
−Removed: Loss in fair value of derivative financial instruments
−Removed: Loss from unconsolidated entity ( 79,000 )
−Removed: Other income 13,000
−Removed: Loss before income taxes ( 1,911,000 )
−Removed: Income tax expense
−Removed: $ ( 1,918,000 )
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Buildings Senior
−Removed: RIDEA Skilled
−Removed: Facilities Senior
−Removed: Housing Nine Months
−Removed: September 30, 2020
−Removed: Revenues and grant income:
−Removed: Real estate revenue $ 49,184,000 $ — $ 8,984,000 $ 6,656,000 $ 64,824,000
−Removed: Resident fees and services — 51,863,000 — — 51,863,000
−Removed: Grant income — 864,000 — — 864,000
−Removed: Total revenues and grant income 49,184,000 52,727,000 8,984,000 6,656,000 117,551,000
−Removed: Rental expenses 16,616,000 — 459,000 648,000 17,723,000
−Removed: Property operating expenses — 44,856,000 — — 44,856,000
−Removed: Segment net operating income $ 32,568,000 $ 7,871,000 $ 8,525,000 $ 6,008,000 $ 54,972,000
−Removed: General and administrative
−Removed: Acquisition related expenses
−Removed: Depreciation and amortization
−Removed: Other income (expense):
−Removed: Interest expense:
−Removed: Interest expense (including amortization of deferred financing costs and debt discount/premium)
−Removed: ( 15,123,000 )
−Removed: Loss in fair value of derivative financial instruments ( 2,302,000 )
−Removed: Impairment of real estate investments ( 3,064,000 )
−Removed: Income from unconsolidated entity 952,000
−Removed: $ ( 14,240,000 )
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
−Removed: Buildings Senior
−Removed: RIDEA Skilled
−Removed: Facilities Senior
−Removed: Housing Nine Months
−Removed: September 30, 2019
+Added: March 31, 2020
Real estate revenue $ 16,271,000 $ — $ 3,012,000 $ 2,180,000 $ 21,463,000
6 unchanged sentences
General and administrative
−Removed: Acquisition related expenses
+Added: Business acquisition expenses 9,000
Depreciation and amortization
7 unchanged sentences
Other income 9,000
−Removed: Loss before income taxes ( 20,151,000 )
−Removed: Income tax expense
−Removed: $ ( 20,168,000 )
−Removed: Assets by reportable segment as of September 30, 2020 and December 31, 2019 were as follows:
−Removed: September 30,
+Added: Net loss $ ( 7,933,000 )
+Added: Assets by reportable segment as of March 31, 2021 and December 31, 2020 were as follows:
2021 December 31,
8 unchanged sentences
Concentration of Credit Risk
−Removed: 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.
+Added: Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, accounts and other receivables and restricted cash.
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.
−Removed: As of September 30, 2020 and December 31, 2019, we had cash and cash equivalents in excess of FDIC insured limits.
+Added: As of March 31, 2021 and December 31, 2020, we had cash and cash equivalents in excess of FDIC insured limits.
We believe this risk is not significant.
1 unchanged sentence
In general, we perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.
−Removed: Based on leases in effect as of September 30, 2020, one state in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized net operating income.
−Removed: Our properties located in Missouri accounted for approximately 11.4 % of our total property portfolio’s annualized base rent or annualized net operating income.
−Removed: Accordingly, there is a geographic concentration of risk subject to fluctuations in such state’s economy.
−Removed: Based on leases in effect as of September 30, 2020, our four reportable business segments, medical office buildings, senior housing — RIDEA, skilled nursing facilities and senior housing accounted for 62.6 %, 14.0 %, 13.7 % and 9.7 %, respectively, of our total property portfolio’s annualized base rent or annualized net operating income.
−Removed: As of September 30, 2020, we had one tenant that accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized net operating income, as follows:
+Added: Based on leases in effect as of March 31, 2021, two states in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI.
+Added: Our properties located in Missouri and Michigan accounted for approximately 12.2 % and 10.4 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
+Added: Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.
+Added: Based on leases in effect as of March 31, 2021, our four reportable business segments, medical office buildings, skilled nursing facilities, senior housing and senior housing — RIDEA, accounted for 67.1 %, 14.7 %, 10.4 % and 7.8 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
+Added: As of March 31, 2021, 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
−Removed: Base Rent(1) Percentage of
−Removed: Base Rent Acquisition Reportable
+Added: NOI(1) Percentage of
+Added: Base Rent/NOI Acquisition Reportable
(Sq Ft) Lease Expiration
RC Tier Properties, LLC $ 7,937,000 11.2 % Missouri SNF Portfolio Skilled Nursing 385,000 09/30/33
−Removed: (1) Annualized base rent is based on contractual base rent from leases in effect as of September 30, 2020, inclusive of our senior housing — RIDEA facilities.
+Added: (1) Amount is based on contractual base rent from leases in effect as of March 31, 2021, 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.
1 unchanged sentence
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.
−Removed: Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 4,000 and $ 7,000 , respectively, for the three months ended September 30, 2020 and 2019, and $ 15,000 and $ 18,000 , respectively, for the nine months ended September 30, 2020 and 2019.
+Added: Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 4,000 and $ 7,000 , respectively, for the three months ended March 31, 2021 and 2020.
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.
−Removed: As of September 30, 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.
−Removed: As of September 30, 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.
+Added: As of March 31, 2021 and 2020, 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.
+Added: As of March 31, 2021 and 2020, 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.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.