2 unchanged sentences
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
+Added: In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily are required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2021 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
7 unchanged sentences
Other Information.
+Added: On March 24, 2022, Jeffrey T.
+Added: Hanson informed our board of his intention to retire from the day-to-day operations of our company and transition from his position as Executive Chairman of our board to non-executive Chairman of our board effective June 30, 2022, assuming he is re-elected as a director at our 2022 annual meeting of stockholders.
+Added: Hanson’s decision to retire from the day-to-day operations of our company and transition from his position as Executive Chairman of our board to non-executive Chairman of our board was not the result of any disagreement with our company on any matter relating to our company’s operations, policies or practices.
+Added: In connection with this transition, our company, American Healthcare Opps Holdings, LLC and Mr.
+Added: Hanson have entered into a Transition Letter Agreement, or the Transition Letter Agreement.
+Added: Pursuant to the Transition Letter Agreement, beginning July 1, 2022, although Mr.
+Added: Hanson is not an independent director, he will receive the same compensation and reimbursement of expenses that our company pays to each of its independent directors, with the portion of his 2022
+Added: compensation that is paid in cash being prorated for the period from July 1, 2022 to December 31, 2022;
+Added: provided, however, that Mr.
+Added: Hanson has agreed to waive the equity retainer compensation that will be paid to our independent directors in 2022.
+Added: In addition, as Chairman of our board, Mr.
+Added: Hanson will receive annual cash compensation of $100,000, with such compensation also being prorated for the period from July 1, 2022 to December 31, 2022.
+Added: The amount of cash compensation payable to our Chairman of the board was determined by our board after engaging Ferguson Partners Consulting, L.P., formerly known as FPL Associates, L.P., as an independent compensation consultant to advise our board on executive officer and director compensation.
+Added: In addition, pursuant to the Transition Letter Agreement, Mr.
+Added: Hanson has agreed to forfeit the performance-based-vesting restricted stock units that were granted to him in October 2021 pursuant to his offer letter with our company to serve as Executive Chairman of our board.
+Added: However, he will retain the time-based-vesting restricted shares of Class T common stock that were granted pursuant to such offer letter in October 2021, which time-based-vesting restricted shares will remain subject to the existing vesting schedule and other terms and conditions;
+Added: provided, however, that the award agreement of such restricted shares granted to Mr.
+Added: Hanson is amended as of the close of business on June 30, 2022 to conform to the accelerated vesting provisions of restricted stock grants to our independent directors, including acceleration of vesting upon a change of control of our company.
+Added: Hanson is no longer an executive officer of our company, he also will no longer be a participant in our Executive Severance and Change in Control Plan as of July 1, 2022;
+Added: however, our company will reimburse Mr.
+Added: Hanson for the monthly premium cost of medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for a period of up to 18 months beginning on July 1, 2022.
+Added: The preceding summary of the Transition Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Letter Agreement, a copy of which is filed as Exhibit 10.15 to this Annual Report on Form 10-K and is incorporated into this Item 9B of Form 10-K by reference.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance.
−Removed: Directors and Executive Officers
−Removed: The following table and biographical descriptions set forth certain information with respect to the individuals who are our executive officers and directors:
−Removed: Name Age* Position
−Removed: 50 Chief Executive Officer and Chairman of the Board of Directors
−Removed: 55 President, Chief Operating Officer
−Removed: Peay 55 Chief Financial Officer
−Removed: 45 Executive Vice President, General Counsel
−Removed: 50 Executive Vice President — Acquisitions
−Removed: 46 Secretary and Assistant General Counsel
−Removed: Flornes 57 Independent Director
−Removed: Dianne Hurley 58 Independent Director
−Removed: 48 Independent Director
−Removed: Welch 50 Director
−Removed: * As of March 26, 2021
−Removed: Hanson has served as our Chief Executive Officer and Chairman of the board since January 2015.
−Removed: He is also one of the founders and owners of AHI Group Holdings, LLC, or AHI Group Holdings, an investment management firm that owns a 47.1% controlling interest in American Healthcare Investors.
−Removed: Since December 2014, Mr.
−Removed: Hanson has also served as Managing Director of American Healthcare Investors, which serves as one of our co-sponsors and indirectly owns a majority interest in Griffin-American Healthcare REIT Advisor IV, LLC, or our advisor.
−Removed: Hanson has also served as Chief Executive Officer and Chairman of the Board of Directors of GA Healthcare REIT III, since January 2013 and previously served as Chief Executive Officer and Chairman of the Board of Directors of Griffin-American Healthcare REIT II, Inc., or GA Healthcare REIT II, from January 2009 to December 2014.
−Removed: He also served as Executive Vice President of Griffin-American Healthcare REIT Sub-Advisor, LLC, or Griffin-American Healthcare REIT Advisor, from November 2011 to December 2014.
−Removed: He served as the Chief Executive Officer of Grubb & Ellis Healthcare REIT Advisor, LLC, or Grubb & Ellis Healthcare REIT Advisor, from January 2009 to November 2011 and as the Chief Executive Officer and President of Grubb & Ellis Equity Advisors, LLC, or Grubb & Ellis Equity Advisors, from June 2009 to November 2011.
−Removed: He also served as the President and Chief Investment Officer of Grubb & Ellis Realty Investors, LLC, or Grubb & Ellis Realty Investors, from January 2008 and November 2007, respectively, until November 2011.
−Removed: He also served as the Executive Vice President, Investment Programs, of Grubb & Ellis Company, or Grubb & Ellis, from December 2007 to November 2011 and served as Chief Investment Officer of several investment management subsidiaries within Grubb & Ellis’ organization from July 2006 to November 2011.
−Removed: From 1997 to July 2006, prior to Grubb & Ellis’ merger with NNN Realty Advisors, Inc., or NNN Realty Advisors, in December 2007, Mr.
−Removed: Hanson served as Senior Vice President with Grubb & Ellis’ Institutional Investment Group in the firm’s Newport Beach office.
−Removed: While with that entity, he managed investment sale assignments throughout the Western United States, with a significant focus on leading acquisitions and dispositions on healthcare-related properties, for major private and institutional clients.
−Removed: During that time, he also served as a member of the Grubb & Ellis President’s Counsel and Institutional Investment Group Board of Advisors.
−Removed: Additionally, from December 2015 to November 2016, Mr.
−Removed: Hanson served as a member of the board of directors of Trilogy Investors, LLC, or Trilogy.
−Removed: Hanson received a B.S.
−Removed: degree in Business from the University of Southern California with an emphasis in Real Estate Finance.
−Removed: Our board selected Mr.
−Removed: Hanson to serve as a director because he is our Chief Executive Officer and has served in various executive roles with a focus on property management and property acquisitions.
−Removed: Hanson has insight into the development, marketing, finance, and operations aspects of our company.
−Removed: He has knowledge of the real estate and healthcare industries and relationships with chief executives and other senior management at real estate and healthcare companies.
−Removed: Our board believes that Mr.
−Removed: Hanson brings an important perspective to our board.
−Removed: Danny Prosky has served as our President and Chief Operating Officer since January 2015.
−Removed: Prosky also served as our Interim Chief Financial Officer from October 2015 to June 2016.
−Removed: He is also one of the founders and owners of AHI Group Holdings.
−Removed: Since December 2014, Mr.
−Removed: Prosky has also served as Managing Director of American Healthcare Investors.
−Removed: Prosky has also served as President and Chief Operating Officer of GA Healthcare REIT III since January 2013, as its Interim Chief Financial Officer from August 2015 to June 2016, and as one of its directors since December 2014.
−Removed: Prosky previously served as President, Chief Operating Officer and a director of GA Healthcare REIT II from January 2009 to December 2014 and as Executive Vice President of Griffin-American Healthcare REIT Advisor from November 2011 to December 2014.
−Removed: He served as the President and Chief Operating Officer of Grubb & Ellis Healthcare REIT Advisor from January 2009 to November 2011 and as Executive Vice President and Secretary of Grubb & Ellis Equity Advisors Property Management, Inc.
−Removed: from June 2011 to November 2011.
−Removed: He also served as the Executive Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors from September 2009 to November 2011, having served as Executive Vice President, Healthcare Real Estate and Managing Director, Healthcare Properties of several investment management subsidiaries within the Grubb & Ellis organization from March 2006 to November 2011, and was responsible for all medical property acquisitions, management and dispositions.
−Removed: He served as the Executive Vice President — Acquisitions of Grubb & Ellis Healthcare REIT, Inc.
−Removed: (now known as Healthcare Trust of America, Inc.) from April 2008 to June 2009, having served as its Vice President — Acquisitions from September 2006 to April 2008.
−Removed: Prosky previously worked for HCP, Inc.
−Removed: (now known as Healthpeak Properties, Inc.), or HCP, a publicly traded healthcare REIT, where he served as the Assistant Vice President — Acquisitions & Dispositions from February 2005 to March 2006 and as Assistant Vice President — Asset Management from November 1999 to February 2005.
−Removed: From 1992 to 1999, he served as the Manager, Financial Operations, Multi-Tenant Facilities for American Health Properties, Inc.
−Removed: Additionally, since December 2015, Mr.
−Removed: Prosky has also served as a member of the board of directors of Trilogy.
−Removed: Prosky received a B.S.
−Removed: degree in Finance from the University of Colorado and an M.S.
−Removed: degree in Management from Boston University.
−Removed: Peay has served as our Chief Financial Officer since June 2016.
−Removed: He has also served as Executive Vice President and Chief Financial Officer of American Healthcare Investors and as Chief Financial Officer of GA Healthcare REIT III since June 2016.
−Removed: Peay served as Chief Financial Officer of Veritas Investments, Inc., located in San Francisco, California, one of the largest owners and operators of rent-controlled apartments in the San Francisco Bay Area, from September 2015 to May 2016, where he was responsible for the financial planning, corporate budgeting, tax structuring and management of the accounting function of the company.
−Removed: Peay previously served as Vice President Finance & Sales Ops of MobileIron, Inc., located in Mountain View, California, a leader in security and management for mobile devices, applications and documents, from October 2013 to September 2015.
−Removed: Peay served as Chief Financial Officer of Glenborough, LLC from November 2006 to March 2012, and prior to its purchase by Morgan Stanley Real Estate Fund V, Mr.
−Removed: Peay also previously served in executive capacities including Chief Financial Officer, SVP — Joint Ventures (Business Development), Chief Accounting Officer and VP Finance with Glenborough Realty Trust, Inc., a real estate investment and management company focused on the acquisition, management and leasing of high quality commercial properties in major markets across the country, from November 1997 to November 2006, where he was responsible for the finance, accounting and reporting, risk management, information technology and human resource functions of the company.
−Removed: Prior to Glenborough Realty Trust, Inc., Mr.
−Removed: Peay served as Chief Financial Officer & Director of Research at Cliffwood Partners, L.P.
−Removed: from August 1995 to November 1997.
−Removed: Peay also served as Manager at Kenneth Leventhal & Co., a certified public accounting firm specializing in real estate that subsequently merged with Ernst & Young LLP, from August 1988 to August 1995.
−Removed: Peay received a B.S.
−Removed: degree in Business Economics from the University of California, Santa Barbara.
−Removed: Peay became a Certified Public Accountant in the State of California in 1992;
−Removed: his current status is not practicing.
−Removed: Streiff has served as our Executive Vice President and General Counsel since January 2015.
−Removed: He is also one of the founders and owners of AHI Group Holdings.
−Removed: Streiff has also served as Managing Director since December 2014, and General Counsel from December 2014 to December 2019, of American Healthcare Investors.
−Removed: He has also served as Executive Vice President, General Counsel of GA Healthcare REIT III since July 2013, having served as its Executive Vice President from January 2013 to July 2013.
−Removed: Streiff served as Executive Vice President, General Counsel of GA Healthcare REIT II from September 2013 to December 2014, having served as its Executive Vice President from January 2012 to September 2013.
−Removed: He also has served as Executive Vice President of Griffin-American Healthcare REIT Advisor from November 2011 to December 2014.
−Removed: Streiff served as General Counsel, Executive Vice President and Secretary of Grubb & Ellis from October 2010 to June 2011.
−Removed: Streiff joined Grubb & Ellis Realty Investors in March 2006 as the firm’s real estate counsel responsible for structuring and negotiating property acquisitions, financings, joint ventures and disposition transactions.
−Removed: He was promoted to Chief Real Estate Counsel and Senior Vice President, Investment Operations in March 2009 and served in that position until October 2010.
−Removed: In this role, his responsibility was expanded to include the structuring and strategic management of the company’s securitized real estate investment platforms.
−Removed: From September 2002 until March 2006, Mr.
−Removed: Streiff was an associate in the real estate department of Latham & Watkins LLP in New York, New York.
−Removed: Additionally, since December 2015, Mr.
−Removed: Streiff has also served as a member of the board of directors of Trilogy.
−Removed: Streiff received a B.S.
−Removed: Environmental Economics and Policy from the University of California, Berkeley and a J.D.
−Removed: degree from Columbia University Law School.
−Removed: He is a member of the New York State Bar Association.
−Removed: Oh has served as our Executive Vice President of Acquisitions since October 2015, having previously served as our Senior Vice President of Acquisitions since January 2015.
−Removed: Oh has also served as Executive Vice President, Acquisitions of GA Healthcare REIT III since October 2015, having previously served as its Senior Vice President, Acquisitions since January 2013.
−Removed: Oh has also served as Executive Vice President, Acquisitions of American Healthcare Investors since October 2015, having previously served as its Senior Vice President, Acquisitions since December 2014.
−Removed: Oh also served as Senior Vice President — Acquisitions of GA Healthcare REIT II from January 2009 to December 2014 and as Senior Vice President, Acquisitions of AHI Group Holdings from January 2012 to December 2014.
−Removed: Oh served as the Senior Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors from January 2010 to January 2012, having served in the same capacity for Grubb & Ellis Realty Investors since June 2007, where he had been responsible for the acquisition and management of healthcare real estate.
−Removed: Prior to joining Grubb & Ellis, from August 1999 to June 2007, Mr.
−Removed: Oh worked for HCP, where he served as Director of Asset Management and later as Director of Acquisitions.
−Removed: From 1997 to 1999, he worked as an auditor and project manager for Ernst & Young AB in Stockholm, Sweden and from 1993 to 1997 as an auditor within Ernst & Young LLP’s EYKL Real Estate Group in Los Angeles, California.
−Removed: Oh received a B.S.
−Removed: degree in Accounting from Pepperdine University and is a Certified Public Accountant in the State of California (inactive).
−Removed: Cora Lo has served as our Assistant General Counsel since December 2015 and has also served as our Secretary since January 2015.
−Removed: Lo has also served as Senior Vice President, Assistant General Counsel — Corporate of American Healthcare Investors since December 2015, having previously served as its Senior Vice President, Securities Counsel since December 2014.
−Removed: Lo has also served as Assistant General Counsel of GA Healthcare REIT III since December 2015 and has also served as its Secretary since January 2013.
−Removed: Lo served as Secretary of GA Healthcare REIT II from November 2010 to December 2014, having previously served as its Assistant Secretary from March 2009 to November 2010.
−Removed: Lo also served as Senior Vice President, Securities Counsel of AHI Group Holdings from January 2012 to December 2014.
−Removed: Lo served as Senior Corporate Counsel for Grubb & Ellis from December 2007 to January 2012, having served as Senior Corporate Counsel and Securities Counsel for Grubb & Ellis Realty Investors since January 2007 and December 2005, respectively.
−Removed: She also served as the Assistant Secretary of Grubb & Ellis Apartment REIT, Inc.
−Removed: (later known as Landmark Apartment Trust, Inc.) from June 2008 to November 2010.
−Removed: From September 2002 to December 2005, Ms.
−Removed: Lo served as General Counsel of I/OMagic Corporation, a publicly traded company.
−Removed: Prior to 2002, Ms.
−Removed: Lo practiced as a private attorney specializing in corporate and securities law.
−Removed: Lo also interned at the United States Securities and Exchange Commission, or SEC, Division of Enforcement in 1998.
−Removed: Lo received a B.A.
−Removed: degree in Political Science from University of California, Los Angeles and received a J.D.
−Removed: degree from Boston University.
−Removed: Lo is a member of the California State Bar Association.
−Removed: Dianne Hurley has served as one of our independent directors and our audit committee chairwoman since February 2016.
−Removed: She has also served as our special committee chairwoman since October 2020.
−Removed: Hurley also serves as an independent director and audit committee member of AG Mortgage Investment Trust located in New York, New York, since December 2020.
−Removed: Hurley was an independent director and audit committee chairwoman of CC Real Estate Income Fund located in New York, New York, from March 2016 until its liquidation in August of 2020, and an independent director and nominating and corporate governance committee member of NorthStar Realty Europe, located in New York, New York, from August 2016 until its sale in October of 2019, and an independent director and audit committee member of NorthStar/RXR New York Metro Income, Inc.
−Removed: located in New York, New York, from February 2015 until December 2018.
−Removed: Hurley serves as the Chief Financial and Operations Officer of Moravian Academy in Bethlehem, Pennsylvania.
−Removed: Prior, she was the Chief Administrative Officer of A&E Real Estate, located in New York, New York, an owner/operator of multifamily properties, where she worked on the firm’s business and administrative management from March 2017 until June 2020.
−Removed: From January 2015 to present, Ms.
−Removed: Hurley has also worked as an operational consultant to startup asset management firms including BayPine Capital located in Boston, Massachusetts, a large cap digital private equity firm, Stonecourt Capital located in New York, New York, a middle-market growth private equity firm, Imperial Companies located in New York, New York, a real estate private investment firm, and RedBird Capital Partners located in New York, New York, a principal investing firm focused on growth equity, build ups and structured equity investments.
−Removed: Previously, Ms.
−Removed: Hurley served from November 2011 to January 2015 as Managing Director of SG Partners, located in New York, New York, a boutique executive search firm.
−Removed: From September 2009 to November 2011, Ms.
−Removed: Hurley served as the Chief Operating Officer, Global Distribution, at Credit Suisse Asset Management, where she was responsible for overall management of the sales business, strategic initiatives, financial and client reporting and regulatory and compliance oversight.
−Removed: From 2004 to September 2009, Ms.
−Removed: Hurley served as the founding Chief Administrative Officer of TPG-Axon Capital, where she was responsible for investor relations and fundraising, human capital management, compliance policy implementation, joint venture real estate investments and corporate real estate.
−Removed: Earlier in her career, Ms.
−Removed: Hurley worked in the real estate department at Goldman Sachs.
−Removed: Hurley holds a Bachelor of Arts from Harvard University in Cambridge, Massachusetts and a Master of Business Administration from Yale School of Management, New Haven, Connecticut.
−Removed: Our board selected Ms.
−Removed: Hurley to serve as a director in part due to her financial expertise, particularly in the real estate industry.
−Removed: Our board believes that her service on the board of several REITs, as well as her finance, operations, regulatory and compliance experience, will bring valuable insight to us, particularly in her role as the audit committee chairwoman and audit committee financial expert.
−Removed: With her extensive background in real estate finance and real estate operations, Ms.
−Removed: Hurley brings valuable business skills to our board.
−Removed: Flornes has served as one of our independent directors since February 2016.
−Removed: He has also served as a member of our special committee since October 2020.
−Removed: Flornes served as the Chief Executive Officer of Vintage Senior Living, or Vintage, from June 2010 to September 2018, having co-founded the company in 1998 and served as its Co-Chief Executive Officer from inception to June 2010.
−Removed: Vintage, located in Newport Beach, California, owned and operated senior housing communities specializing in independent senior living, assisted living and memory care services for Alzheimer’s and other dementia with 24 communities in California and Washington.
−Removed: Vintage grew to be one of the largest assisted living providers in California and consistently ranked in the “Top 50” owners and operators of senior housing across the nation, according to the Assisted Living Federation of America.
−Removed: Vintage sold the majority of its portfolio of communities in 2016, which encompassed in excess of 3,200 resident units with more than 2,000 associates.
−Removed: Since February 2006, Mr.
−Removed: Flornes has been responsible for a direct joint-venture relationship with one of the nation’s largest pension funds.
−Removed: The joint venture, with $325 million of committed capital, has acquired 19 senior living communities and net asset value has grown to more than 2.5 times invested capital.
−Removed: From 1995 to 1998, Mr.
−Removed: Flornes served as Founder and Principal of American Housing Concepts, a real estate development firm directly associated with ARV Assisted Living, one of the largest senior living providers in the early 1990s.
−Removed: Prior to American Housing Concepts, Mr.
−Removed: Flornes served in several roles and ultimately as President of Development, from 1992 to 1995, of ARV Assisted Living.
−Removed: Throughout his career, Mr.
−Removed: Flornes has directly contributed to the acquisition and development of more than 8,000 units of senior living in 11 states and has been responsible for $1.5 billion in financing.
−Removed: Flornes was a longstanding member of the American Senior Housing Association and also served on the board of the California Assisted Living Association.
−Removed: Flornes is a member of the World Presidents’ Organization.
−Removed: Flornes received a B.A.
−Removed: degree in Communication as well as an M.B.A.
−Removed: degree from Loyola Marymount University.
−Removed: Our board selected Mr.
−Removed: Flornes to serve as a director because of his particular experience with the acquisition, development, operation and financing of healthcare-related properties and senior housing communities.
−Removed: He has significant knowledge of, and relationships within, the real estate and healthcare industries, due in part to his 30 years of industry experience managing all aspects of senior living.
−Removed: Flornes’ vast real estate experience in senior living also enhances his ability to contribute insight on achieving our investment objectives.
−Removed: Our board believes that this experience will bring valuable knowledge and operational expertise to our board.
−Removed: Smith III has served as one of our independent directors and a member of our audit committee since February 2016.
−Removed: He has also served as a member of our special committee since October 2020.
−Removed: Smith is the Chief Executive Officer, President and Founder of Greenlaw Partners, LLC, a full-service real estate development and operating company, and Greenlaw Management, Inc., a commercial property management company, collectively known as Greenlaw, which are located in Irvine, California and which he founded in March 2003.
−Removed: Smith personally oversees all aspects of Greenlaw’s acquisition, operations and investment development/redevelopment programs.
−Removed: Since inception and under Mr.
−Removed: Smith’s leadership, Greenlaw has completed in excess of $5.0 billion in acquisitions and dispositions of commercial real estate properties.
−Removed: The majority of Greenlaw assets have been in joint ventures with leading global institutional groups including Walton Street, Westbrook, Cigna, UBS, Guggenheim, Cross Harbor and Cerberus.
−Removed: Currently, Greenlaw owns and manages a joint venture portfolio in California approaching $3.0 billion in value that has approximately 10,000,000 square feet of buildings primarily comprised of office, industrial, retail, medical office and multifamily assets.
−Removed: Prior to Greenlaw, Mr.
−Removed: Smith served as Vice President of Newport Beach based Makar Properties from 1999 to 2003.
−Removed: Smith also served as Trustee of Partners Real Estate Investment Trust from June 2013 to December 2013 and since 2012 has served on the Board of California Waterfowl Association.
−Removed: Smith is an active member of Young Presidents Organization (YPO) and currently serves on the board of the Orange County Gold Chapter.
−Removed: In addition, Mr.
−Removed: Smith is a founding member of Tiger21 Orange County Chapter and sits on the executive board of the University of Southern California Lusk Center for Real Estate as well as on the University of Southern California Price School of Public Policy Advisory Board for the Bachelor of Science in Real Estate Development.
−Removed: Smith is a licensed California real estate broker and received a B.S.
−Removed: degree in Agriculture from California Polytechnic State University, San Luis Obispo, and earned a Master’s degree in Real Estate Development from the University of Southern California.
−Removed: Our board selected Mr.
−Removed: Smith to serve as a director due to his vast experience in the acquisition, operations, investment and disposition of commercial real estate as well as his experience with a number of leading global institutions through joint ventures, matching acquisitions with the appropriate investment structures/channels.
−Removed: Smith’s experience in the commercial real estate industry, capital markets and real estate operations enhances his ability to contribute to our investment strategies and help us achieve our investment objectives.
−Removed: Our board believes his executive experience in the real estate industry will bring strong financial and operational expertise to our board.
−Removed: Welch has served as one of our directors since January 2018.
−Removed: Welch has also served on the Executive Committee of American Healthcare Investors since April 2017, and on the investment committee of our advisor since April 2017.
−Removed: Welch has served as a Managing Director at Colony Capital, located in Los Angeles, California, responsible for managing certain financial and operational aspects of Colony Capital’s investment portfolio and operating businesses, which have included various healthcare investments, since July 2007.
−Removed: Beginning in April 2017, Mr.
−Removed: Welch assumed oversight of Colony Capital’s healthcare portfolio.
−Removed: Prior to joining the Colony Capital business in 2005, Mr.
−Removed: Welch was a Vice President in the Investment Banking Division of Goldman, Sachs & Co., focusing on mergers and acquisitions and debt and equity financings for companies in the real estate, retail, and consumer product industries.
−Removed: Welch has also served as an independent director and member of the audit and compensation committees of BBQ Holdings, Inc.
−Removed: BBQ) since May 2018.
−Removed: He has also served as the Chairman of NorthStar Healthcare Income, Inc., located in New York, New York, since November 2020.
−Removed: Welch received a B.S.
−Removed: degree in Accounting from University of Southern California and an M.B.A.
−Removed: degree from The Wharton School, University of Pennsylvania and is a Certified Public Accountant in the State of California (inactive).
−Removed: Our board selected Mr.
−Removed: Welch to serve as a director due to his many years of experience in commercial real estate, as well as debt and equity financing.
−Removed: Welch’s extensive knowledge of managing and operating real estate investment portfolios, including in the healthcare industry, and capital markets expertise are significant assets to our company.
−Removed: Welch’s experience, our board believes that Mr.
−Removed: Welch brings valuable business skills to our board.
−Removed: The following table and biographical descriptions set forth certain information with respect to the individuals who are our non-executive key officers :
−Removed: Name Age* Position
−Removed: 44 Vice President, Accounting & Finance
−Removed: Wendie Newman
−Removed: 57 Vice President of Asset Management
−Removed: Willhite 40 Assistant General Counsel — Transactions
−Removed: * As of March 26, 2021
−Removed: Kenny Lin has served as our Vice President, Accounting & Finance since September 2020.
−Removed: He has also served as Executive Vice President, Accounting & Finance of American Healthcare Investors since February 2020 and prior to that served as Senior Vice President, Accounting & Finance, Vice President, Accounting & Finance and Director, Accounting & Finance of American Healthcare Investors from November 2012 to February 2020, respectively.
−Removed: Lin has also served as Vice President, Accounting & Finance of GA Healthcare REIT III since September 2020.
−Removed: Lin previously served as Chief Financial Officer of Mobilitie, LLC, a privately-owned telecommunications infrastructure company based in Newport Beach, California, since 2012 and prior to that date, he served as Chief Accounting Officer and Director of Financial Reporting since October 2010 and April 2008, respectively, where he oversaw the accounting, taxation, financial reporting and human resources functions of the company.
−Removed: Prior to joining Mobilitie, LLC, Mr.
−Removed: Lin was a Senior Accountant at Grubb & Ellis in Santa Ana, California, from June 2005 until April 2008, where he was responsible for managing financial reporting and was integral to the consolidation aspects of Grubb & Ellis’ merger with NNN Realty Advisors.
−Removed: Throughout his career, Mr.
−Removed: Lin has served in various financial accounting roles within publicly traded companies, including Johnson & Johnson, Bank of New York Mellon Corp.
−Removed: and STAAR Surgical Company.
−Removed: Lin received a B.S.
−Removed: degree in Accounting from California State University, Los Angeles and a Master’s degree in Accounting from the University of Southern California.
−Removed: Lin is a Certified Public Accountant in the State of California, and he is also a Certified Financial Planner and Certified Management Accountant.
−Removed: Wendie Newman has served as our Vice President of Asset Management since June 2017.
−Removed: She has also served as Executive Vice President of Asset Management of American Healthcare Investors since December 2016.
−Removed: Newman has also served as Vice President of Asset Management of GA Healthcare REIT III since June 2017.
−Removed: Newman previously served as Senior Vice President of Lillibridge Healthcare Services, located in Chicago, Illinois, a wholly owned subsidiary of Ventas, Inc., or Ventas, one of the leading publicly traded REITs, from June 2011 to November 2016, where she was responsible for the financial performance of the medical office building assets within the western region portfolio.
−Removed: Prior to it being acquired by Ventas, Ms.
−Removed: Newman served as Senior Asset Manager of Nationwide Health Properties, a publicly traded REIT that invested in healthcare-related assets, from June 2008 to May 2011.
−Removed: Newman also served as Vice-President, Asset Manager of PM Realty Group, one of the leading providers of property management services, from March 2005 to April 2008, where she was responsible for the asset management of a portfolio consisting of office, industrial and retail properties.
−Removed: Prior to PM Realty Group, Ms.
−Removed: Newman served as Regional Manager of Sares-Regis Group, from January 2004 to February 2005.
−Removed: Newman also previously served in property manager roles with CB Richard Ellis, Inc., Greystone Group LLC, and Fairfield Properties,
−Removed: during her career.
−Removed: Newman received a B.S.
−Removed: degree in Business Administration from the University of Southern California and an M.B.A.
−Removed: degree in Finance from California State University, Long Beach.
−Removed: Newman is a Certified Property Manager and member of the Institute of Real Estate Management.
−Removed: Willhite has served as our Assistant General Counsel — Transactions since January 2020.
−Removed: He has also served as Executive Vice President, General Counsel of American Healthcare Investors since January 2020 and prior to that served as Senior Vice President, Assistant General Counsel — Transactions of American Healthcare Investors since April 2016.
−Removed: Willhite has also served as Assistant General Counsel — Transactions of GA Healthcare REIT III since January 2020.
−Removed: From November 2012 until April 2016, Mr.
−Removed: Willhite served as Legal Counsel for Sabal Financial Group, L.P., a real estate and finance company based in Newport Beach, California which was a subsidiary of Oaktree Capital Management, where he was responsible for overseeing portfolio acquisitions, financings, joint ventures, dispositions and strategic workout transactions.
−Removed: Prior to joining Sabal Financial Group, Mr.
−Removed: Willhite was an associate in the transactional practice group of Greenberg Traurig, LLP in Irvine, California.
−Removed: Willhite received a B.A.
−Removed: degree in Political Science and Communication from the University of Southern California and a J.D.
−Removed: degree from University of Minnesota Law School.
−Removed: He is a member of the California State Bar Association.
−Removed: There are no family relationships among any non-executive key officers, directors and executive officers.
−Removed: Each of our directors and executive and non-executive key officers has stated that there is no arrangement or understanding of any kind between him or her and any other person pursuant to which he or she was selected as a director or executive or non-executive key officer.
−Removed: Board Leadership Structure
−Removed: Hanson serves as both our Chairman of the Board of Directors and Chief Executive Officer.
−Removed: Our independent directors have determined that the most effective leadership structure for our company at the present time is for our Chief Executive Officer to also serve as our Chairman of the Board of Directors.
−Removed: Our independent directors believe that because our Chief Executive Officer is ultimately responsible for our day-to-day operations and for executing our business strategy, and because our performance is an integral part of the deliberations of our board, our Chief Executive Officer is the director best qualified to act as Chairman of the Board of Directors.
−Removed: Our board retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of all stockholders, as and when appropriate.
−Removed: In addition, although we do not have a lead independent director, our board believes that the current structure is appropriate, as we have no employees and are externally managed by our advisor, whereby all operations are conducted by our advisor or its affiliates.
−Removed: Our board also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of Chairman of the Board of Directors and Chief Executive Officer.
−Removed: Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, many members of senior management.
−Removed: These governance practices are reflected in our Code of Business Conduct and Ethics, as amended, or our Code of Ethics.
−Removed: Some of the relevant processes and other corporate governance practices include:
−Removed: • A majority of our directors are independent directors.
−Removed: Each director is an equal participant in decisions made by our full board.
−Removed: In addition, all matters that relate to our co-sponsors, our advisor or any of their affiliates must be approved by a majority of our independent directors.
−Removed: The audit committee is comprised entirely of independent directors.
−Removed: • Each of our directors is elected annually by our stockholders.
−Removed: Committees of our Board of Directors
−Removed: Our board has established an audit committee and a special committee and may establish other committees it deems appropriate to address specific areas in more depth than may be possible at a full board meeting, provided that the majority of the members of each committee are independent directors.
−Removed: Audit Committee.
−Removed: We have established an audit committee which consists of all of our independent directors, Mr.
−Removed: Hurley and Mr.
−Removed: Smith, with Ms.
−Removed: Hurley serving as the chairwoman of the audit committee and audit committee financial expert.
−Removed: The audit committee has adopted a charter, which is available to our stockholders at http://www.healthcarereitiv.com.
−Removed: The audit committee held five meetings during the fiscal year ended December 31, 2020.
−Removed: Our audit committee’s primary function is to assist the board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the system of internal controls which management has established, and the audit and financial reporting process.
−Removed: The audit committee:
−Removed: (1) has direct responsibility for appointing and overseeing an independent registered public accounting firm registered with the Public Company Accounting Oversight Board to serve as our independent auditors;
−Removed: (2) reviews the plans and results of the audit engagement with our independent registered public
−Removed: accounting firm;
−Removed: (3) approves audit and non-audit professional services (including the fees and terms thereof) provided by, and the independence of, our independent registered public accounting firm;
−Removed: and (4) consults with our independent registered public accounting firm regarding the adequacy of our internal controls.
−Removed: Pursuant to our audit committee charter, the audit committee will be comprised solely of independent directors.
−Removed: Special Committee .
−Removed: In October 2020, our board established a special committee which consists of all of our independent directors, Ms.
−Removed: Hurley and Messrs.
−Removed: Flornes and Smith, with Ms.
−Removed: Hurley serving as the chairwoman of the special committee.
−Removed: Our special committee’s function is limited to the investigation and analyses of strategic alternatives, including but not limited to, the sale of our assets, a listing of our shares on a national securities exchange, or a merger with another entity, including a merger with another unlisted entity that we expect would enhance our value.
−Removed: See our Current Report on Form 8-K filed with the SEC on March 19, 2021 for more information.
−Removed: Acquisition Committee.
−Removed: We currently do not have, but we may have in the future, an acquisition committee comprised of members of our board to approve acquisitions that do not require approval by the full board.
−Removed: However, properties and real estate-related investments may be acquired from our co-sponsors, our advisor, our directors and their respective affiliates only if a majority of our board, including a majority of our independent directors, not otherwise interested in the transaction approve the transaction as being fair and reasonable to our company and at a price to our company no greater than the cost of the property to such person, unless substantial justification exists for a price in excess of the cost to such person and the excess is reasonable.
−Removed: Compensation Committee.
−Removed: We currently do not have any employees and we do not pay any compensation directly to our executive officers.
−Removed: Therefore, we currently do not have a compensation committee, although we may establish a compensation committee in the future comprised of a minimum of three directors, including at least two independent directors, to establish compensation strategies and programs for our directors and executive officers.
−Removed: However, at a later date, the compensation committee may exercise all powers of our board in connection with establishing and implementing compensation matters.
−Removed: Stock-based compensation plans will be administered by the board if the members of the compensation committee do not qualify as “non-employee directors” within the meaning of the Exchange Act.
−Removed: Nominating and Corporate Governance Committee.
−Removed: We do not have a separate nominating and corporate governance committee.
−Removed: We believe that our board is qualified to perform the functions typically delegated to a nominating and corporate governance committee and that the formation of a separate committee is not necessary at this time.
−Removed: Instead, the full board performs functions similar to those which might otherwise normally be delegated to such a committee, including, among other things, developing a set of corporate governance principles, adopting a code of ethics, adopting objectives with respect to conflicts of interest, monitoring our compliance with corporate governance requirements of state and federal law, establishing criteria for prospective members of the board, conducting candidate searches and interviews, overseeing and evaluating the board and our management, evaluating from time to time the appropriate size and composition of the board and recommending, as appropriate, increases, decreases and changes to the composition of the board and formally proposing the slate of directors to be elected at each annual meeting of our stockholders.
−Removed: Director Nomination Procedures and Diversity
−Removed: As outlined above, in selecting a qualified nominee, our board considers such factors as it deems appropriate, which may include:
−Removed: the current composition of our board;
−Removed: the range of talents of a nominee that would best complement those already represented on our board;
−Removed: the extent to which a nominee would diversify our board;
−Removed: a nominee’s standards of integrity, commitment and independence of thought and judgment;
−Removed: a nominee’s ability to represent the long-term interests of our stockholders as a whole;
−Removed: a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management;
−Removed: a nominee who is accomplished in his or her respective field, with superior credentials and recognition;
−Removed: and the need for specialized expertise.
−Removed: While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board to fulfill its responsibilities.
−Removed: Applying these criteria, our board considers candidates for membership on our board suggested by its members, as well as by our stockholders.
−Removed: Members of our board annually review our board’s composition by evaluating whether our board has the right mix of skills, experience and backgrounds.
−Removed: Our board may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.
−Removed: Our board identifies nominees by first evaluating the current members of our board willing to continue in service.
−Removed: Current members of our board with skills and experience relevant to our business and who are willing to continue in service are considered for re-nomination.
−Removed: If any member of our board does not wish to continue in service or if our board decides not to nominate a member for re-election, our board will review the desired skills and experience of a new nominee in light of the criteria set forth above.
−Removed: Our board also considers nominees for our board recommended by stockholders.
−Removed: Notice of proposed stockholder nominations for our board must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated under the Exchange Act.
−Removed: Nominations must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock.
−Removed: Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
−Removed: Nominations should be delivered to:
−Removed: Griffin-American Healthcare REIT IV, Inc., Board of Directors, 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, Attention:
−Removed: Our board recommends the slate of directors to be nominated for election at the annual meeting of stockholders.
−Removed: We have not employed or paid a fee to, and do not currently employ or pay a fee to, any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.
−Removed: Board of Directors Role in Risk Oversight
−Removed: Our board oversees our stockholders’ and other stakeholders’ interest in the long-term success of our business strategy and our overall financial strength.
−Removed: Our board is actively involved in overseeing risks associated with our business strategies and decisions.
−Removed: It does so, in part, through its approval of our real estate and real estate-related investments, acquisitions and dispositions and debt financing, as well as its oversight of our executive officers and advisor.
−Removed: In particular, our board may determine at any time to terminate our advisor pursuant to the terms of an advisory agreement with our advisor, or the Advisory Agreement, and must evaluate the performance of our advisor, and re-authorize the Advisory Agreement, on an annual basis.
−Removed: Our board is also responsible for overseeing risks related to corporate governance and the selection of nominees to our board.
−Removed: In addition, the audit committee meets regularly with our Chief Executive Officer, Chief Financial Officer, independent registered public accounting firm and legal counsel to discuss our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk and compliance risk.
−Removed: The audit committee meets regularly in separate executive sessions with the independent registered public accounting firm, as well as with committee members only, to facilitate a full and candid discussion of risk and other governance issues.
−Removed: Code of Business Conduct and Ethics
−Removed: We have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment.
−Removed: Our Code of Ethics applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and persons performing similar functions and all members of our board.
−Removed: Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations.
−Removed: Stockholders may request a copy of our Code of Ethics, which will be provided without charge, by writing to:
−Removed: Griffin-American Healthcare REIT IV, Inc., 18191 Von Karman Avenue, Suite 300, Irvine, California 92612, Attention:
−Removed: Our Code of Ethics is also available on our website, http://www.healthcarereitiv.com.
−Removed: If, in the future, we amend, modify or waive a provision in our Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website, as necessary.
−Removed: Executive Compensation.
+Added: The information required by this item is incorporated by reference to our definitive proxy statement to be filed within 120 days after the end of fiscal year 2021 with respect to our 2022 annual meeting of stockholders.
Executive Compensation.
−Removed: We have no employees.
−Removed: Our executive officers are all employees of affiliates of our advisor and are compensated by these entities for their services to us.
−Removed: Our day-to-day management is performed by our advisor and its affiliates.
−Removed: We pay these entities fees and reimburse expenses pursuant to the Advisory Agreement.
−Removed: We do not currently intend to pay any compensation directly to our executive officers.
−Removed: As a result, we do not have, and our board has not considered, a compensation policy or program for our executive officers and has not included a Compensation Discussion and Analysis, a Compensation Committee Report or a resolution subject to a stockholder advisory vote to approve the compensation of our executive officers in this Annual Report on Form 10-K.
−Removed: Hedging Practices
−Removed: We have not adopted any practice or policies regarding the ability of directors or employees (including officers), or their designees, to purchase financial instruments, or otherwise engage in transactions, that are designed to hedge or offset any decrease in the market value of our stock held by such insiders.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: Other than Mr.
−Removed: Hanson, no member of our board during the year ended December 31, 2020 has served as an officer, and no member of our board served as an employee, of Griffin-American Healthcare REIT IV, Inc.
−Removed: or any of our subsidiaries.
−Removed: Because we do not have a compensation committee, none of our executive officers participated in any deliberations regarding executive compensation.
−Removed: Other than Mr.
−Removed: Hanson, during the year ended December 31, 2020, none of our executive officers served as a director or member of a compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving as a member of our board or compensation committee.
−Removed: Option/SAR Grants in Last Fiscal Year
−Removed: No option grants were made to our officers or directors for the year ended December 31, 2020.
−Removed: Director Compensation
−Removed: If a director is also one of our executive officers, we do not pay any compensation to that person for services rendered as a director.
−Removed: Our director compensation is designed with the goals of attracting and retaining highly qualified individuals to serve as independent directors and to fairly compensate them for their time and efforts.
−Removed: For the year ended December 31, 2020, our independent directors received the following forms of compensation:
−Removed: • Annual Retainer.
−Removed: Our independent directors receive an aggregate annual retainer of $65,000, which is paid on a quarterly basis at the commencement of each quarter for which an individual serves as an independent director.
−Removed: In addition, the chairman or chairwoman of the audit committee receives an additional aggregate annual retainer of $10,000, which is paid on a quarterly basis at the commencement of each quarter for which an individual serves as the chairman or chairwoman of the audit committee.
−Removed: • Special Committee Fees.
−Removed: Our special committee members receive an initial retainer of $60,000 payable in one lump sum and a monthly retainer of $10,000 payable monthly in arrears;
−Removed: provided that such fee for the month of October 2020 was prorated from the date the special committee was established.
−Removed: Additionally, the chairwoman of the special committee receives a monthly retainer of $7,500, payable monthly in arrears;
−Removed: provided that such fee for the month of October 2020 was prorated from the date the chairwoman was appointed.
−Removed: • Meeting Fees.
−Removed: Our independent directors receive $1,500 for each board or special committee meeting attended in person or by telephone and $500 for each audit committee meeting attended in person or by telephone, which is paid monthly in arrears.
−Removed: The chairman or chairwoman of each committee, other than the audit committee chairman or chairwoman, also may receive additional compensation.
−Removed: If a board meeting is held on the same day as an audit committee meeting, an additional fee will not be paid for attending the committee meeting.
−Removed: • Equity Compensation.
−Removed: In connection with their initial election to our board, each independent director receives 5,000 shares of restricted Class T common stock pursuant to the 2015 Incentive Plan, or our incentive plan, and an additional 2,500 shares of restricted Class T common stock pursuant to our incentive plan in connection with his or her subsequent re-election each year, provided that such person is an independent director as of the date of his or her re-election and continually served as an independent director during such period.
−Removed: Additionally, on July 1, 2020, we granted each of our independent directors an additional 5,000 shares of restricted Class T common stock pursuant to our incentive plan in consideration of their past services rendered.
−Removed: The restricted shares vest as to 20.0% of the shares on the date of grant and on each anniversary thereafter over four years from the date of grant.
−Removed: • Other Compensation.
−Removed: We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance at meetings, including committee meetings, of our board.
−Removed: Such reimbursement is paid monthly.
−Removed: Our independent directors do not receive other benefits from us.
−Removed: The following table sets forth certain information with respect to our director compensation for the year ended December 31, 2020:
−Removed: ($)(2) Option
−Removed: ($) Non-Equity
−Removed: Incentive Plan
−Removed: ($) Change in Pension
−Removed: ($) All Other
−Removed: Hanson(3) — — — — — — —
−Removed: Welch(3) — — — — — — —
−Removed: Flornes 190,000 71,500 — — — 14,000(4) 275,500
−Removed: Dianne Hurley 220,000 71,500 — — — 16,000(4) 307,500
−Removed: Smith III 188,500 71,500 — — — 16,000(4) 276,000
−Removed: (1) Consists of the amounts described below:
−Removed: Director Role Annual Retainer
−Removed: ($) Meeting Fees
−Removed: ($) Additional
−Removed: Special Payments
−Removed: Hanson Chairman of the Board of Directors — — —
−Removed: Welch Director — — —
−Removed: Flornes Member, Audit and Special Committees 65,000 24,000 101,000(a)
−Removed: Hurley Chairwoman, Audit and Special Committees 75,000 24,000 121,000(a)
−Removed: Smith Member, Audit and Special Committees 65,000 22,500 101,000(a)
−Removed: (a) Comprised of the initial and monthly retainer fees paid to members of the special committee.
−Removed: (2) The amounts in this column represent the grant date fair value of the awards granted for the year ended December 31, 2020, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718, Compensation — Stock Compensation, or ASC Topic 718.
−Removed: The following table shows the shares of our restricted Class T common stock awarded to each director for the year ended December 31, 2020, and the grant date fair value for each award (computed in accordance with ASC Topic 718):
−Removed: Director Grant Date Number of Shares of
−Removed: Our Restricted Class T
−Removed: Common Stock Full Grant Date
−Removed: Fair Value of Award
−Removed: Flornes 06/09/20 and 07/01/20 7,500 71,500
−Removed: Hurley 06/09/20 and 07/01/20 7,500 71,500
−Removed: Smith 06/09/20 and 07/01/20 7,500 71,500
−Removed: The following table shows the aggregate number of nonvested shares of our restricted Class T common stock held by each director as of December 31, 2020:
−Removed: Director Number of Nonvested Shares of
−Removed: Our Restricted Class T
−Removed: Flornes 15,000
−Removed: Hurley 15,000
−Removed: Hanson and Mr.
−Removed: Welch are not independent directors.
−Removed: (4) Amounts reflect the dollar value of distributions paid in connection with the stock awards granted to our independent directors.
−Removed: 2015 Incentive Plan
−Removed: For a discussion of our incentive plan, See Note 12, Equity — 2015 Incentive Plan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
−Removed: Amendment and Termination of the 2015 Incentive Plan
−Removed: Unless otherwise provided in an award certificate, upon the death or disability of a participant, or upon a change in control, all of such participant’s outstanding awards pursuant to our incentive plan will become fully vested.
−Removed: Our incentive plan will automatically expire on the tenth anniversary of the date on which it was adopted, unless extended or earlier terminated by our board.
−Removed: Our board may terminate our incentive plan at any time, but such termination will have no adverse impact on any award that is outstanding at the time of such termination.
−Removed: Our board may amend our incentive plan at any time, but any amendment would be subject to stockholder approval if, in the reasonable judgment of our board, stockholder approval would be required by any law, regulation or rule applicable to the plan.
−Removed: No termination or amendment of our incentive plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award determined as if the award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination.
−Removed: Our board may amend or terminate outstanding awards, but those amendments may require consent of the participant and, unless approved by our stockholders or otherwise permitted by the antidilution provisions of the plan, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.
+Added: The information required by this item is incorporated by reference to our definitive proxy statement to be filed within 120 days after the end of fiscal year 2021 with respect to our 2022 annual meeting of stockholders.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: Principal Stockholders
−Removed: The following table shows, as of March 12, 2021, the number of shares of our common stock beneficially owned by (1) any person who is known by us to be the beneficial owner of more than 5.0% of any class of the outstanding shares of our common stock;
−Removed: (2) our directors;
−Removed: (3) our named executive officers;
−Removed: and (4) all of our directors and executive officers as a group.
−Removed: The percentage of common stock beneficially owned is based on 81,697,347 shares of our Class T and Class I common stock outstanding as of March 12, 2021.
−Removed: Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days.
−Removed: The address for each of the beneficial owners named in the following table is 18191 Von Karman Avenue, Suite 300, Irvine, California 92612.
−Removed: Name of Beneficial Owner(1) Number of Shares
−Removed: Beneficially Owned Percentage of
−Removed: Stock Number of Shares
−Removed: Beneficially Owned Percentage of
−Removed: Hanson 67,081 (2) * 63,155 1.12 %
−Removed: Peay — — % 3,230 *
−Removed: Welch — — % — — %
−Removed: Flornes 35,000 * — — %
−Removed: Dianne Hurley 39,070 * — — %
−Removed: Smith III 40,521 * — — %
−Removed: All directors and executive officers as a group (10 persons) 280,396 (2) * 254,495 4.50 %
−Removed: * Represents less than 1.0% of our outstanding common stock.
−Removed: (1) For purposes of calculating the percentage beneficially owned, the number of shares of our common stock deemed outstanding includes (a) 76,041,549 shares of our Class T common stock or 5,655,798 shares of our Class I common stock outstanding, as applicable, as of March 12, 2021, and (b) shares of our common stock issuable pursuant to options held by the respective person or group that may be exercised within 60 days following March 12, 2021.
−Removed: Beneficial ownership is determined in accordance with the rules of the SEC that deem shares of stock to be beneficially owned by any person or group who has or shares voting and investment power with respect to such shares of stock.
−Removed: (2) Includes 20,833 shares of our Class T common stock owned by our advisor, which is 75.0% owned and managed by wholly owned subsidiaries of American Healthcare Investors.
−Removed: Hanson, Prosky and Streiff are managing directors of American Healthcare Investors and as such, may be deemed to be the beneficial owners of such common stock.
−Removed: Each of Messrs.
−Removed: Hanson, Prosky and Streiff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
−Removed: Our advisor also owns 208 Class T partnership units of Griffin-American Healthcare REIT IV Holdings, LP, our operating partnership.
−Removed: None of the above shares have been pledged as security.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: See Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Securities Authorized for Issuance under Equity Compensation Plans, and Note 12, Equity — 2015 Incentive Plan, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a discussion of our incentive plan.
+Added: The information required by this item is incorporated by reference to our definitive proxy statement to be filed within 120 days after the end of fiscal year 2021 with respect to our 2022 annual meeting of stockholders.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: Relationships Among Our Affiliates
−Removed: As of December 31, 2020, some of our executive officers and our non-independent directors are also executive officers and/or holders of indirect interests in our advisor.
−Removed: Fees and Expenses Paid to Affiliates
−Removed: For a discussion of fees and expenses paid to affiliates, See Note 13, Related Party Transactions, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K.
−Removed: Certain Conflict Resolution Restrictions and Procedures
−Removed: In order to reduce or eliminate certain potential conflicts of interest, our charter and the Advisory Agreement contain restrictions and conflict resolution procedures relating to:
−Removed: (1) transactions we enter into with our advisor, our co-sponsors, our directors or their respective affiliates;
−Removed: (2) certain other future offerings;
−Removed: and (3) allocation of properties among affiliated entities.
−Removed: Each of the restrictions and procedures that applies to transactions with our advisor and its affiliates will also apply to any transaction with any entity or real estate program advised, managed or controlled by Griffin Capital and American Healthcare Investors and their affiliates.
−Removed: These restrictions and procedures include, among others, the following:
−Removed: • Except as otherwise described in our prospectus for our initial offering, we will not accept goods or services from our co-sponsors, our advisor and directors or their respective affiliates unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transactions, approve such transactions as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.
−Removed: • We will not purchase or lease any asset (including any property) in which one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates has an interest without a determination by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction, that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to such co-sponsor, our advisor, such director or directors or any such affiliate, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable.
−Removed: In no event will we acquire any such asset at an amount in excess of its appraised value.
−Removed: We will not sell or lease assets to one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, determine the transaction is fair and reasonable to us, which determination will be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of our independent directors.
−Removed: • We will not make any loans to one of our co-sponsors, our advisor, any of our directors or any of their respective affiliates except mortgage loans in which an appraisal is obtained from an independent appraiser and loans, if any, to a wholly owned subsidiary.
−Removed: In addition, any loans made to us by one of our co-sponsors, our advisor, our directors or any of their respective affiliates must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.
−Removed: • Our advisor and its affiliates will be entitled to reimbursement, at cost, for actual expenses incurred by them on our behalf or on behalf of joint ventures in which we are a joint venture partner, subject to the limitation that our advisor and its affiliates are not entitled to reimbursement of operating expenses, generally, to the extent that they exceed the greater of 2.0% of our average invested assets or 25.0% of our net income, unless our independent directors determine that such excess expenses are justified based on unusual and nonrecurring factors which they deem sufficient.
−Removed: Principal Accounting Fees and Services.
−Removed: Deloitte & Touche has served as our independent registered public accounting firm and audited our consolidated financial statements since January 27, 2015.
−Removed: The following table lists the fees for services provided by our independent registered public accounting firm for 2020 and 2019:
−Removed: Services 2020 2019
−Removed: Audit fees(1) $ 819,000 $ 851,000
−Removed: Audit-related fees(2) 23,000 2,000
−Removed: Tax fees(3) 262,000 235,000
−Removed: All other fees — —
−Removed: Total $ 1,104,000 $ 1,088,000
−Removed: (1) Audit fees consist of fees related to the 2020 and 2019 audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements.
−Removed: Audit fees also relate to statutory and regulatory audits, consents and other services related to filings with the SEC in the year the services were rendered.
−Removed: (2) Audit-related fees relate to financial accounting and reporting consultations, assurance and related services in the year the services were rendered.
−Removed: (3) Tax services consist of tax compliance and tax planning and advice in the year the services were rendered.
−Removed: The audit committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and the rules and regulations of the SEC.
−Removed: All services rendered by Deloitte & Touche for the years ended December 31, 2020 and 2019 were pre-approved in accordance with the policies and procedures described above.
+Added: The information required by this item is incorporated by reference to our definitive proxy statement to be filed within 120 days after the end of fiscal year 2021 with respect to our 2022 annual meeting of stockholders.
+Added: Principal Accountant Fees and Services.
+Added: The information required by this item is incorporated by reference to our definitive proxy statement to be filed within 120 days after the end of fiscal year 2021 with respect to our 2022 annual meeting of stockholders.
Exhibits, Financial Statement Schedules.
1 unchanged sentence
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID No 34 )
Consolidated Balance Sheets as of December 31, 2021 and 2020
−Removed: Consolidated Statements of Operations for the Years Ended December 31, 20 20 , 201 9 and 201 8
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020 and 2019
12 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and the Board of Directors of Griffin-American Healthcare REIT IV, Inc.
+Added: To the Stockholders and the Board of Directors of American Healthcare REIT, Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Griffin-American Healthcare REIT IV, Inc.
−Removed: and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
+Added: We have audited the accompanying consolidated balance sheets of American Healthcare REIT, Inc.
+Added: and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
13 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Impairment of Long-Lived Assets — Determination of Impairment Indicators — Refer to Note 2 to the financial statements
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Merger of Griffin-American Healthcare REIT III, Inc.
+Added: and Griffin-American Healthcare REIT IV, Inc.
+Added: — Real Estate Investments Purchase Price Allocation — Refer to Notes 1, 2 and 3 to the financial statements
Critical Audit Matter Description
+Added: On October 1, 2021, pursuant to the Merger Agreement (as defined in Note 1), Griffin-American Healthcare REIT III, Inc.
+Added: (“GAHR III”) merged with and into a wholly owned subsidiary of the Company, and each issued and outstanding share of GAHR III’s common stock converted into the right to receive 0.9266 shares of the Company’s Class I common stock (referred to as the “REIT Merger”).
+Added: The Company treated the REIT Merger as a business combination accounted for as a reverse acquisition.
+Added: The accounting for the REIT Merger included determining the fair value of the assets acquired and liabilities assumed, including $ 1,126,641,000 of real estate investments.
+Added: The Company’s methods for determining the respective fair value of the assets acquired and liabilities assumed varied depending on the type of asset or liability, and involved management making significant estimates related to assumptions such as expected net operating income, market sales comparisons, replacement costs, cap rates and market rent.
+Added: We identified the allocation of fair value to the assets acquired and liabilities assumed in the REIT Merger as a critical audit matter because of the significant estimates management makes to determine the respective fair value of assets acquired and liabilities assumed.
+Added: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the fair value of assets acquired and liabilities assumed in the REIT Merger included the following, among others:
+Added: • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, such as cap rate and market rent, (3) replacement costs for certain assets, and (4) market sales comparisons for certain assets.
+Added: With the assistance of our fair value specialists, we also tested the mathematical accuracy of the Company’s valuation model.
+Added: • We evaluated the reasonableness of management’s projections of net operating income by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.
+Added: Impairment of Long-Lived Assets relating to historical GAHR III real estate investments — Refer to Note 2 to the financial statements
+Added: Critical Audit Matter Description
The Company periodically evaluates long-lived assets, primarily consisting of investments in real estate that are carried at historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
−Removed: The Company considers the following indicators, among others, important that they believe could trigger an impairment review:
+Added: The Company considers the following indicators, among others, in its evaluation of impairment:
• Significant negative industry or economic trends;
3 unchanged sentences
In performing this evaluation, the Company considers market conditions and the Company’s current intentions with respect to holding or disposing of the asset.
−Removed: The Company adjusts the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value.
+Added: The Company adjusts the net book value of properties it leases to others and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value.
The Company recognizes an impairment loss at the time any such determination is made.
−Removed: The total real estate investments balance as of December 31, 2020 was $921,580,000, and impairment losses recorded during 2020 were $3,642,000.
−Removed: We identified the determination of impairment indicators for real estate investments as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of real estate assets may not be recoverable.
−Removed: This required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately identified impairment indicators such as changes in historical and future net operating income, occupancy and overall market conditions.
+Added: We identified the determination of impairment indicators for real estate investments, specifically the historical GAHR III real estate investments, as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of real estate assets may not be recoverable.
+Added: This required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately identified impairment indicators.
+Added: The remaining real estate investments were recently recorded at fair value in connection with the REIT Merger and are the subject of the critical audit matter described above.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the evaluation of real estate investments for possible indicators of impairment included the following, among others:
−Removed: • We evaluated management’s impairment analysis by:
−Removed: – Evaluating management's process for identifying impairment indicators and whether management appropriately considered the examples of impairment indicators provided within the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) 360, Property, Plant, & Equipment.
−Removed: – Obtaining independent market data to determine if there were additional indicators of impairment not identified by management.
−Removed: – Testing the real estate investments for possible indicators of impairment, including searching for adverse asset-specific conditions, such as occupancy and net operating income performance by each investment.
−Removed: • Developed an independent expectation of impairment indicators and compared such expectation to management’s analysis.
+Added: Our audit procedures related to the evaluation of historical GAHR III real estate investments for possible indications of impairment included the following, among others:
+Added: • Obtained independent market data to determine if there were indicators of impairment not identified by management.
+Added: • Determined whether there are adverse qualitative or quantitative asset-specific conditions, which may indicate that an other than temporary impairment exists .
/s/ Deloitte & Touche LLP
2 unchanged sentences
We have served as the Company’s auditor since 2013.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
CONSOLIDATED BALANCE SHEETS
1 unchanged sentence
Real estate investments, net $ 3,514,686,000 $ 2,330,000,000
+Added: Debt security investment, net 79,315,000 75,851,000
Cash and cash equivalents 81,597,000 113,212,000
−Removed: Accounts and other receivables, net 2,635,000 4,608,000
Restricted cash 43,889,000 38,978,000
−Removed: Real estate deposits — 1,915,000
+Added: Accounts and other receivables, net 122,778,000 124,556,000
Identified intangible assets, net 248,871,000 154,687,000
+Added: Goodwill 209,898,000 75,309,000
Operating lease right-of-use assets, net 158,157,000 203,988,000
3 unchanged sentences
Mortgage loans payable, net(1) $ 1,095,594,000 $ 810,478,000
−Removed: Line of credit and term loans(1) 476,900,000 396,800,000
+Added: Lines of credit and term loans(1) 1,226,634,000 843,634,000
Accounts payable and accrued liabilities(1) 187,254,000 186,651,000
1 unchanged sentence
Identified intangible liabilities, net 12,715,000 367,000
+Added: Financing obligations(1) 33,653,000 28,425,000
Operating lease liabilities(1)
+Added: 145,485,000 193,634,000
Security deposits, prepaid rent and other liabilities(1)
+Added: 48,567,000 88,899,000
Total liabilities 2,750,768,000 2,160,114,000
5 unchanged sentences
no ne issued and outstanding
+Added: Common stock, $ 0.01 par value per share;
+Added: 1,000,000,000 shares authorized;
+Added: 179,658,367 shares issued and outstanding as of December 31, 2020
Class T common stock, $ 0.01 par value per share;
200,000,000 shares authorized;
−Removed: 75,690,838 and 74,244,823 shares issued and outstanding as of December 31, 2020 and 2019, respectively
−Removed: 756,000 742,000
+Added: 77,176,406 shares issued and outstanding as of December 31, 2021
Class I common stock, $ 0.01 par value per share;
800,000,000 shares authorized;
−Removed: 5,648,499 and 5,655,051 shares issued and outstanding as of December 31, 2020 and 2019, respectively
−Removed: 57,000 56,000
+Added: 185,855,625 shares issued and outstanding as of December 31, 2021
Additional paid-in capital 2,531,940,000 1,730,589,000
Accumulated deficit ( 951,303,000 ) ( 864,271,000 )
+Added: Accumulated other comprehensive loss
+Added: ( 1,966,000 ) ( 2,008,000 )
Total stockholders’ equity 1,581,293,000 866,108,000
−Removed: Noncontrolling interest (Note 12) 781,000 —
+Added: Noncontrolling interests (Note 14) 175,553,000 168,375,000
Total equity 1,756,846,000 1,034,483,000
Total liabilities, redeemable noncontrolling interests and equity $ 4,580,339,000 $ 3,234,937,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
CONSOLIDATED BALANCE SHEETS — (Continued)
As of December 31, 2021 and 2020
−Removed: (1) Such liabilities of Griffin-American Healthcare REIT IV, Inc.
−Removed: as of December 31, 2020 and 2019 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries.
−Removed: 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 $ 476,900,000 and $ 396,800,000 as of December 31, 2020 and 2019, respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.
+Added: (1) Prior to the Merger, as defined and described in Note 1, on October 1, 2021, such liabilities of Griffin-American Healthcare REIT III, Inc., or GAHR III, represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries.
+Added: Griffin-American Healthcare REIT III Holdings, LP was a variable interest entity, or VIE, and a consolidated subsidiary of GAHR III.
+Added: The creditors of Griffin-American Healthcare REIT III Holdings, LP, or its consolidated subsidiaries did not have recourse against GAHR III, except for the 2019 Credit Facility, as defined in Note 9, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $ 556,500,000 as of December 31, 2020, which was guaranteed by GAHR III.
+Added: Following the Merger, such liabilities of American Healthcare REIT, Inc., formally known as Griffin-American Healthcare REIT IV, Inc., as successor by merger with GAHR III, represented liabilities of American Healthcare REIT Holdings, LP, formally known as Griffin-American Healthcare REIT III Holdings, LP, or its consolidated subsidiaries as of December 31, 2021.
+Added: American Healthcare REIT Holdings, LP is a VIE and a consolidated subsidiary of American Healthcare REIT, Inc.
+Added: The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2018 Credit Facility and 2019 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 441,900,000 and $ 480,000,000 , respectively, as of December 31, 2021, which were guaranteed by American Healthcare REIT, Inc.
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31, 2021, 2020 and 2019
2 unchanged sentences
Revenues and grant income:
−Removed: Real estate revenue $ 86,321,000 $ 74,610,000 $ 47,599,000
Resident fees and services $ 1,123,935,000 $ 1,069,073,000 $ 1,099,078,000
+Added: Real estate revenue 141,368,000 120,047,000 124,038,000
Grant income 16,951,000 55,181,000 —
Total revenues and grant income 1,282,254,000 1,244,301,000 1,223,116,000
−Removed: Rental expenses 23,450,000 19,226,000 11,499,000
Property operating expenses 1,030,193,000 993,727,000 967,860,000
+Added: Rental expenses 38,725,000 32,298,000 33,859,000
General and administrative 43,199,000 27,007,000 29,749,000
−Removed: Acquisition related expenses ( 160,000 ) 1,974,000 2,795,000
+Added: Business acquisition expenses 13,022,000 290,000 ( 161,000 )
Depreciation and amortization 133,191,000 98,858,000 111,412,000
3 unchanged sentences
Interest expense:
−Removed: Interest expense (including amortization of deferred financing costs and debt discount/premium)
−Removed: ( 19,955,000 ) ( 16,191,000 ) ( 6,788,000 )
−Removed: Loss in fair value of derivative financial instruments ( 870,000 ) ( 4,385,000 ) —
+Added: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 80,937,000 ) ( 71,278,000 ) ( 78,553,000 )
+Added: Gain (loss) in fair value of derivative financial instruments 8,200,000 ( 3,906,000 ) ( 4,541,000 )
+Added: (Loss) gain on dispositions of real estate investments ( 100,000 ) 1,395,000 —
Impairment of real estate investments ( 3,335,000 ) ( 11,069,000 ) —
−Removed: Income (loss) from unconsolidated entity 629,000 267,000 ( 110,000 )
−Removed: Other income 286,000 175,000 11,000
−Removed: Loss before income taxes ( 18,942,000 ) ( 18,859,000 ) ( 8,578,000 )
−Removed: Income tax benefit (expense) — 8,000 ( 8,000 )
−Removed: Net loss ( 18,942,000 ) ( 18,851,000 ) ( 8,586,000 )
−Removed: net loss attributable to noncontrolling interests 885,000 82,000 232,000
−Removed: Net loss attributable to controlling interest $ ( 18,057,000 ) $ ( 18,769,000 ) $ ( 8,354,000 )
−Removed: Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted $ ( 0.22 ) $ ( 0.24 ) $ ( 0.15 )
+Added: Loss from unconsolidated entities
+Added: ( 1,355,000 ) ( 4,517,000 ) ( 2,097,000 )
+Added: Foreign currency (loss) gain ( 564,000 ) 1,469,000 1,730,000
+Added: 1,854,000 1,570,000 3,736,000
+Added: Total net other expense ( 76,237,000 ) ( 86,336,000 ) ( 79,725,000 )
+Added: (Loss) income before income taxes ( 52,313,000 ) 5,785,000 672,000
+Added: Income tax (expense) benefit ( 956,000 ) 3,078,000 ( 1,524,000 )
+Added: Net (loss) income ( 53,269,000 ) 8,863,000 ( 852,000 )
+Added: net loss (income) attributable to noncontrolling interests 5,475,000 ( 6,700,000 ) ( 4,113,000 )
+Added: Net (loss) income attributable to controlling interest $ ( 47,794,000 ) $ 2,163,000 $ ( 4,965,000 )
+Added: Net (loss) income per Class T and Class I common share attributable to controlling interest — basic and diluted $ ( 0.24 ) $ 0.01 $ ( 0.03 )
Weighted average number of Class T and Class I common shares outstanding — basic and diluted 200,324,561 179,916,841 181,931,306
+Added: Net (loss) income $ ( 53,269,000 ) $ 8,863,000 $ ( 852,000 )
+Added: Other comprehensive (loss) income:
+Added: Foreign currency translation adjustments
( 65,000 ) 247,000 305,000
+Added: Total other comprehensive (loss) income ( 65,000 ) 247,000 305,000
+Added: Comprehensive (loss) income ( 53,334,000 ) 9,110,000 ( 547,000 )
+Added: comprehensive loss (income) attributable to noncontrolling interests 5,582,000 ( 6,700,000 ) ( 4,113,000 )
+Added: Comprehensive (loss) income attributable to controlling interest $ ( 47,752,000 ) $ 2,410,000 $ ( 4,660,000 )
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
CONSOLIDATED STATEMENTS OF EQUITY
1 unchanged sentence
Stockholders’ Equity
−Removed: Class T and Class I Common Stock
−Removed: of Shares Amount Additional
+Added: Shares Amount Additional
Paid-In Capital Accumulated
−Removed: Deficit Total
+Added: Deficit Accumulated
+Added: Comprehensive
Stockholders’
Equity Noncontrolling
−Removed: Interest Total Equity
+Added: Interests Total Equity
BALANCE — December 31, 2018 183,056,666 $ 1,831,000 $ 1,765,984,000 $ ( 704,748,000 ) $ ( 2,560,000 ) $ 1,060,507,000 $ 158,128,000 $ 1,218,635,000
−Removed: Issuance of common stock
−Removed: 25,537,018 256,000 254,996,000 — 255,252,000 — 255,252,000
Offering costs — common stock
6 unchanged sentences
— — 173,000 — — 173,000 — 173,000
+Added: Stock based compensation
+Added: — — — — — — 2,698,000 2,698,000
Repurchase of common stock
( 8,826,872 ) ( 88,000 ) ( 89,800,000 ) — — ( 89,888,000 ) — ( 89,888,000 )
+Added: Contribution from noncontrolling interest — — — — — — 3,000,000 3,000,000
+Added: Distributions to noncontrolling interests
+Added: — — — — — — ( 7,272,000 ) ( 7,272,000 )
+Added: Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 780,000 ) ( 780,000 )
Adjustment to value of redeemable noncontrolling interests — — ( 3,131,000 ) — — ( 3,131,000 ) ( 1,342,000 ) ( 4,473,000 )
1 unchanged sentence
— — — ( 117,837,000 ) — ( 117,837,000 ) — ( 117,837,000 )
−Removed: Net loss — — — ( 8,354,000 ) ( 8,354,000 ) — ( 8,354,000 ) (1)
+Added: Net (loss) income — — — ( 4,965,000 ) — ( 4,965,000 ) 3,676,000 ( 1,289,000 ) (1)
+Added: Other comprehensive income — — — — 305,000 305,000 — 305,000
BALANCE — December 31, 2019
−Removed: Issuance of common stock
179,730,263 $ 1,798,000 $ 1,728,562,000 $ ( 827,550,000 ) $ ( 2,255,000 ) $ 900,555,000 $ 158,108,000 $ 1,058,663,000
7 unchanged sentences
— — 141,000 — — 141,000 — 141,000
+Added: Stock based compensation
+Added: — — — — — — ( 1,188,000 ) ( 1,188,000 )
Repurchase of common stock
( 2,233,907 ) ( 22,000 ) ( 23,085,000 ) — — ( 23,107,000 ) — ( 23,107,000 )
+Added: Issuance of noncontrolling interest — — 515,000 — — 515,000 10,485,000 11,000,000
+Added: Distributions to noncontrolling interests
+Added: — — — — — — ( 5,463,000 ) ( 5,463,000 )
+Added: Reclassification of noncontrolling interests to mezzanine equity
+Added: — — — — — — ( 715,000 ) ( 715,000 )
Adjustment to value of redeemable noncontrolling interests — — 2,611,000 — — 2,611,000 1,103,000 3,714,000
1 unchanged sentence
— — — ( 38,884,000 ) — ( 38,884,000 ) — ( 38,884,000 )
−Removed: — — — ( 18,769,000 ) ( 18,769,000 ) — ( 18,769,000 ) (1)
+Added: Net income — — — 2,163,000 — 2,163,000 6,045,000 8,208,000 (1)
+Added: Other comprehensive income — — — — 247,000 247,000 — 247,000
BALANCE — December 31, 2020
+Added: 179,658,367 $ 1,798,000 $ 1,730,589,000 $ ( 864,271,000 ) $ ( 2,008,000 ) $ 866,108,000 $ 168,375,000 $ 1,034,483,000
Offering costs — common stock
— — ( 14,000 ) — — ( 14,000 ) — ( 14,000 )
+Added: Issuance of common stock and purchase of noncontrolling interest in connection with the Merger 81,731,261 816,000 764,332,000 — — 765,148,000 ( 43,203,000 ) 721,945,000 (2)
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
+Added: For the Years Ended December 31, 2021, 2020 and 2019
+Added: Stockholders’ Equity
+Added: Shares Amount Additional
+Added: Paid-In Capital Accumulated
+Added: Deficit Accumulated
+Added: Comprehensive
+Added: Stockholders’
+Added: Equity Noncontrolling
+Added: Interests Total Equity
+Added: Issuance of operating partnership units to acquire AHI — $ — $ 36,449,000 $ — $ 107,000 $ 36,556,000 $ 75,727,000 $ 112,283,000
Issuance of common stock under the DRIP 831,463 8,000 7,658,000 — — 7,666,000 — 7,666,000
−Removed: 2,081,895 22,000 19,840,000 — 19,862,000 — 19,862,000
Issuance of vested and nonvested restricted common stock 852,364 — 41,000 — — 41,000 — 41,000
−Removed: 22,500 — 43,000 — 43,000 — 43,000
Amortization of nonvested common stock compensation — — 816,000 — — 816,000 — 816,000
−Removed: — — 172,000 — 172,000 — 172,000
+Added: Stock based compensation — — — — — — ( 14,000 ) ( 14,000 )
Repurchase of common stock ( 41,424 ) — ( 382,000 ) — — ( 382,000 ) — ( 382,000 ) (3)
−Removed: ( 664,932 ) ( 7,000 ) ( 6,207,000 ) — ( 6,214,000 ) — ( 6,214,000 )
−Removed: Contribution from noncontrolling interest
−Removed: — — — — — 1,250,000 1,250,000
−Removed: Distributions to noncontrolling interest
−Removed: — — — — — ( 77,000 ) ( 77,000 )
+Added: Distributions to noncontrolling interests — — — — — — ( 15,247,000 ) ( 15,247,000 )
+Added: Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 5,923,000 ) ( 5,923,000 )
Adjustment to value of redeemable noncontrolling interests — — ( 7,549,000 ) — — ( 7,549,000 ) 169,000 ( 7,380,000 )
2 unchanged sentences
Net loss — — — ( 47,794,000 ) — ( 47,794,000 ) ( 4,331,000 ) ( 52,125,000 ) (1)
+Added: Other comprehensive loss — — — — ( 65,000 ) ( 65,000 ) — ( 65,000 )
BALANCE — December 31, 2021
−Removed: (1) Amount excludes $ 493,000 , $ 82,000 and $ 232,000 for the years ended December 31, 2020, 2019 and 2018, respectively, of net loss attributable to redeemable noncontrolling interests.
+Added: 263,032,031 $ 2,622,000 $ 2,531,940,000 $ ( 951,303,000 ) $ ( 1,966,000 ) $ 1,581,293,000 $ 175,553,000 $ 1,756,846,000
+Added: (1) For the years ended December 31, 2021, 2020 and 2019, amounts exclude $( 1,144,000 ), $ 655,000 and $ 437,000 , respectively, of net (loss) income attributable to redeemable noncontrolling interests.
See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: (2) In connection with the Merger, on October 1, 2021, a wholly owned subsidiary of Griffin-American Healthcare REIT IV Holdings, LP sold its 6.0 % interest in Trilogy REIT Holdings, LLC to GAHR III.
+Added: See Note 14, Equity — Noncontrolling Interests in Total Equity, for a further discussion.
+Added: (3) Prior to the Merger, but upon the closing of the AHI Acquisition, as defined in Note 1, GAHR III redeemed all 22,222 shares of its common stock held by GAHR III’s former advisor as well as all 20,833 shares of GAHR IV Class T common stock held by GAHR IV’s former advisor.
+Added: AMERICAN HEALTHCARE REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
3 unchanged sentences
CASH FLOWS FROM OPERATING ACTIVITIES
−Removed: Net loss $ ( 18,942,000 ) $ ( 18,851,000 ) $ ( 8,586,000 )
−Removed: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Net (loss) income $ ( 53,269,000 ) $ 8,863,000 $ ( 852,000 )
+Added: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
4 unchanged sentences
Stock based compensation 8,801,000 ( 1,342,000 ) 2,744,000
−Removed: (Income) loss from unconsolidated entity ( 629,000 ) ( 267,000 ) 110,000
−Removed: Distributions of earnings from unconsolidated entity 629,000 157,000 —
−Removed: Bad debt expense 510,000 1,482,000 1,274,000
+Added: Stock based compensation — vested and nonvested restricted common stock
+Added: 857,000 155,000 215,000
Change in fair value of derivative financial instruments ( 8,200,000 ) 3,906,000 4,541,000
Impairment of real estate investments 3,335,000 11,069,000 —
+Added: Loss from unconsolidated entities
+Added: 1,355,000 4,517,000 2,097,000
+Added: Loss (gain) on dispositions of real estate investments 100,000 ( 1,395,000 ) —
+Added: Foreign currency loss (gain) 573,000 ( 1,522,000 ) ( 1,731,000 )
+Added: Loss on extinguishments of debt 2,655,000 — 2,968,000
+Added: Deferred income taxes — ( 3,329,000 ) 964,000
+Added: Change in fair value of contingent consideration — — ( 681,000 )
+Added: Other adjustments 466,000 — —
Changes in operating assets and liabilities:
3 unchanged sentences
Accounts payable due to affiliates ( 7,140,000 ) 5,162,000 121,000
−Removed: Security deposits, prepaid rent, operating lease and other liabilities ( 858,000 ) 35,000 ( 1,025,000 )
+Added: Operating lease liabilities ( 16,793,000 ) ( 23,790,000 ) ( 22,114,000 )
+Added: Security deposits, prepaid rent and other liabilities ( 37,879,000 ) 49,570,000 2,163,000
Net cash provided by operating activities 17,913,000 219,156,000 117,454,000
−Removed: 35,495,000 39,540,000 15,423,000
CASH FLOWS FROM INVESTING ACTIVITIES
−Removed: Acquisitions of real estate investments ( 68,509,000 ) ( 195,249,000 ) ( 355,070,000 )
−Removed: Capital expenditures ( 8,308,000 ) ( 6,497,000 ) ( 4,257,000 )
−Removed: Investment in unconsolidated entity — ( 600,000 ) ( 48,000,000 )
−Removed: Distributions in excess of earnings from unconsolidated entity 361,000 1,294,000 290,000
−Removed: Real estate deposits — 1,385,000 ( 3,400,000 )
−Removed: Pre-acquisition expenses — ( 267,000 ) ( 1,117,000 )
−Removed: Net cash used in investing activities
+Added: Developments and capital expenditures ( 79,695,000 ) ( 128,302,000 ) ( 92,836,000 )
+Added: Acquisitions of real estate and other investments ( 80,109,000 ) ( 30,552,000 ) ( 37,863,000 )
+Added: Cash, cash equivalents and restricted cash acquired in connection with the Merger and the AHI Acquisition 17,852,000 — —
+Added: Proceeds from dispositions of real estate and other investments 4,499,000 12,525,000 1,227,000
+Added: Investments in unconsolidated entities
( 650,000 ) ( 960,000 ) ( 1,640,000 )
+Added: Real estate and other deposits
+Added: ( 549,000 ) ( 656,000 ) ( 650,000 )
+Added: Principal repayments on real estate notes receivable
+Added: — — 28,650,000
+Added: Net cash used in investing activities ( 138,652,000 ) ( 147,945,000 ) ( 103,112,000 )
CASH FLOWS FROM FINANCING ACTIVITIES
+Added: Borrowings under mortgage loans payable
+Added: 298,515,000 92,399,000 191,246,000
Payments on mortgage loans payable
−Removed: Borrowings under the line of credit and term loans 143,200,000 257,900,000 771,200,000
−Removed: Payments on the line of credit and term loans ( 63,100,000 ) ( 136,100,000 ) ( 580,300,000 )
+Added: ( 34,616,000 ) ( 71,990,000 ) ( 74,037,000 )
+Added: Early payoff of mortgage loans payable — ( 2,601,000 ) ( 14,022,000 )
+Added: Borrowings under the lines of credit and term loans
+Added: 51,100,000 121,755,000 1,030,653,000
+Added: Payments on the lines of credit and term loans
+Added: ( 157,000,000 ) ( 94,000,000 ) ( 952,822,000 )
Deferred financing costs ( 3,854,000 ) ( 4,890,000 ) ( 12,945,000 )
−Removed: Proceeds from issuance of common stock — 90,438,000 254,017,000
−Removed: Payment of offering costs ( 6,444,000 ) ( 19,136,000 ) ( 19,817,000 )
−Removed: Distributions paid ( 17,837,000 ) ( 20,905,000 ) ( 13,989,000 )
+Added: Debt extinguishment costs
+Added: ( 127,000 ) — ( 870,000 )
+Added: Borrowing under financing obligation — 1,907,000 —
+Added: Payments on financing and other obligations ( 11,685,000 ) ( 5,453,000 ) ( 7,850,000 )
+Added: Distributions paid to common stockholders ( 22,788,000 ) ( 26,997,000 ) ( 62,612,000 )
Repurchase of common stock
−Removed: Contribution from noncontrolling interest 1,250,000 — —
−Removed: Distributions to noncontrolling interest ( 77,000 ) — —
+Added: ( 382,000 ) ( 23,107,000 ) ( 89,888,000 )
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
+Added: For the Years Ended December 31, 2021, 2020 and 2019
+Added: Years Ended December 31,
+Added: 2021 2020 2019
+Added: Issuance of noncontrolling interest $ — $ 11,000,000 $ —
+Added: Contributions from noncontrolling interests
+Added: — — 3,000,000
+Added: Distributions to noncontrolling interests
+Added: ( 14,875,000 ) ( 5,463,000 ) ( 7,272,000 )
Contributions from redeemable noncontrolling interests 152,000 — 2,000,000
Distributions to redeemable noncontrolling interests ( 1,483,000 ) ( 1,271,000 ) ( 1,430,000 )
−Removed: Security deposits ( 197,000 ) ( 96,000 ) ( 9,000 )
−Removed: Net cash provided by financing activities
+Added: Repurchase of redeemable noncontrolling interests and stock warrants ( 8,933,000 ) ( 150,000 ) ( 475,000 )
+Added: Security deposits and other
85,000 50,000 12,000
+Added: Net cash provided by (used in) financing activities 94,109,000 ( 8,811,000 ) 2,688,000
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
$ ( 26,630,000 ) $ 62,400,000 $ 17,030,000
+Added: EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
+Added: ( 74,000 ) ( 90,000 ) 145,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
1 unchanged sentence
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period $ 125,486,000 $ 152,190,000 $ 89,880,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
−Removed: For the Years Ended December 31, 2020, 2019 and 2018
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
1 unchanged sentence
Cash and cash equivalents
+Added: $ 113,212,000 $ 53,149,000 $ 35,132,000
Restricted cash
+Added: 38,978,000 36,731,000 37,573,000
Cash, cash equivalents and restricted cash
+Added: $ 152,190,000 $ 89,880,000 $ 72,705,000
End of period:
Cash and cash equivalents
+Added: $ 81,597,000 $ 113,212,000 $ 53,149,000
Restricted cash
+Added: 43,889,000 38,978,000 36,731,000
Cash, cash equivalents and restricted cash
+Added: $ 125,486,000 $ 152,190,000 $ 89,880,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
2 unchanged sentences
$ 1,239,000 $ 753,000 $ 921,000
−Removed: SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
−Removed: Investing Activities:
−Removed: Accrued capital expenditures $ 1,616,000 $ 2,580,000 $ 5,391,000
+Added: SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
+Added: Accrued developments and capital expenditures $ 19,546,000 $ 22,342,000 $ 25,194,000
+Added: Capital expenditures from financing obligations $ 1,409,000 $ 1,053,000 $ 11,821,000
Tenant improvement overage $ 1,598,000 $ 4,482,000 $ 1,216,000
−Removed: Accrued pre-acquisition expenses $ — $ 412,000 $ 154,000
−Removed: The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
−Removed: Right-of-use asset
−Removed: $ — $ 3,133,000 $ —
+Added: Acquisition of real estate investment with financing obligation $ 15,504,000 $ — $ —
+Added: Issuance of common stock under the DRIP $ 7,666,000 $ 21,861,000 $ 55,440,000
+Added: Distributions declared but not paid — common stockholders
$ 8,768,000 $ — $ 9,974,000
−Removed: Mortgage loans payable, net
+Added: Distributions declared but not paid — limited partnership units
$ 467,000 $ — $ —
+Added: Reclassification of noncontrolling interests to mezzanine equity $ 5,923,000 $ 715,000 $ 780,000
+Added: Issuance of redeemable noncontrolling interests $ 7,999,000 $ — $ —
+Added: Investments in unconsolidated entity $ — $ — $ 5,276,000
+Added: The following represents the net (decrease) increase in certain assets and liabilities in connection with our acquisitions and dispositions of real estate investments:
+Added: Accounts and other receivables $ ( 153,000 ) $ ( 11,000 ) $ —
+Added: Other assets $ ( 4,036,000 ) $ ( 253,000 ) $ —
+Added: Due to affiliates $ 6,000 $ — $ —
Accounts payable and accrued liabilities $ ( 161,000 ) $ ( 110,000 ) $ 46,000
−Removed: $ 201,000 $ 1,146,000 $ 3,415,000
−Removed: Operating lease liability
−Removed: $ — $ 4,489,000 $ —
−Removed: Security deposits and prepaid rent
+Added: Security deposits, prepaid rent and other liabilities $ — $ ( 459,000 ) $ 105,000
+Added: Merger and AHI Acquisition (Note 1):
+Added: Issuance of limited partnership units in the AHI Acquisition $ 131,674,000 $ — $ —
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
+Added: For the Years Ended December 31, 2021, 2020 and 2019
+Added: Years Ended December 31,
2021 2020 2019
−Removed: Financing Activities:
−Removed: Issuance of common stock under the DRIP $ 19,862,000 $ 25,533,000 $ 17,612,000
−Removed: Distributions declared but not paid $ 2,764,000 $ 4,086,000 $ 3,459,000
−Removed: Accrued stockholder servicing fee $ 6,100,000 $ 12,610,000 $ 16,395,000
−Removed: Accrued Contingent Advisor Payment $ — $ — $ 7,866,000
−Removed: Receivable from transfer agent $ — $ — $ 1,670,000
+Added: Implied issuance of GAHR III common stock in exchange for net assets acquired and purchase of noncontrolling interests in connection with the Merger $ 722,169,000 $ — $ —
+Added: Fair value of mortgage loans payable and lines of credit and term loans assumed in the Merger $ 507,503,000 $ — $ —
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2021, 2020 and 2019
−Removed: The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT IV, Inc.
−Removed: and its subsidiaries, including Griffin-American Healthcare REIT IV Holdings, LP, except where otherwise noted.
+Added: The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT III, Inc.
+Added: and its subsidiaries, including Griffin-American Healthcare REIT III Holdings, LP, for periods prior to the Merger, as defined below, and American Healthcare REIT, Inc.
+Added: (formerly known as Griffin-American Healthcare REIT IV, Inc.) and its subsidiaries, including American Healthcare REIT Holdings, LP (formerly known as Griffin-American Healthcare REIT III Holdings, LP), for periods following the Merger, except where otherwise noted.
+Added: Certain historical information of Griffin-American Healthcare REIT IV, Inc.
+Added: is included for background purposes.
Organization and Description of Business
−Removed: 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.
+Added: Overview and Background
+Added: American Healthcare REIT, Inc., a Maryland corporation, owns a diversified portfolio of clinical healthcare real estate properties, focusing primarily on medical office buildings, skilled nursing facilities, senior housing, hospitals and other healthcare-related facilities.
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 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: We raised $ 754,118,000 through a best efforts initial public offering, or our initial offering, and issued 75,639,681 aggregate shares of our Class T and Class I shares of our common stock.
−Removed: 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.
−Removed: Following the deregistration of our initial offering, we continued issuing shares of our common stock pursuant to the DRIP through a subsequent offering, or the 2019 DRIP Offering.
−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: As of December 31, 2020, a total of $ 41,471,000 in distributions were reinvested that resulted in 4,342,059 shares of our common stock being issued pursuant to the 2019 DRIP Offering.
−Removed: We collectively refer to the DRIP portion of our initial offering and the 2019 DRIP Offering as our DRIP Offerings.
−Removed: See Note 12, Equity — Distribution Reinvestment Plan and Share Repurchase Plan, for a further discussion.
−Removed: We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership.
−Removed: We are externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor.
−Removed: The Advisory Agreement was effective as of February 16, 2016 and had a one-year initial term, subject to successive one-year renewals upon the mutual consent of the parties.
−Removed: 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.
−Removed: Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary.
−Removed: Our advisor is 75.0 % owned and managed by wholly owned subsidiaries of American Healthcare Investors, LLC, or American Healthcare Investors, and 25.0 % owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital, or collectively, our co-sponsors.
−Removed: American Healthcare Investors is 47.1 % owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1 % indirectly owned by Colony Capital, Inc.
−Removed: CLNY), or Colony Capital, and 7.8 % owned by James F.
+Added: Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP (formerly known as senior housing — RIDEA), and our integrated senior health campuses.
+Added: We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis.
+Added: We generally seek investments that produce current income;
+Added: however, we have selectively developed, and may continue to selectively develop, real estate properties.
+Added: We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes, and we intend to continue to qualify to be taxed as a REIT.
+Added: Merger of Griffin-American Healthcare REIT III, Inc.
+Added: and Griffin-American Healthcare REIT IV, Inc.
+Added: On June 23, 2021, Griffin-American Healthcare REIT III, Inc., a Maryland corporation, or GAHR III, Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, or our operating partnership that subsequent to the Merger on October 1, 2021 described below is also referred to as the surviving partnership, Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, or GAHR IV, its subsidiary Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership, or GAHR IV Operating Partnership, and Continental Merger Sub, LLC, a Maryland limited liability company and a newly formed wholly owned subsidiary of GAHR IV, or Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement.
+Added: On October 1, 2021, pursuant to the Merger Agreement, (i) GAHR III merged with and into Merger Sub, with Merger Sub being the surviving company, or the REIT Merger, and (ii) GAHR IV Operating Partnership merged with and into our operating partnership, with our operating partnership being the surviving entity and being renamed American Healthcare REIT Holdings, LP, or the Partnership Merger, and, together with the REIT Merger, the Merger.
+Added: Following the Merger on October 1, 2021, our company, or the Combined Company, was renamed American Healthcare REIT, Inc.
+Added: The REIT Merger was intended to qualify as a reorganization under, and within the meaning of, Section 368(a) of the Code.
+Added: As a result of and at the effective time of the Merger, the separate corporate existence of GAHR III and GAHR IV Operating Partnership ceased.
+Added: AHI Acquisition
+Added: Also on June 23, 2021, GAHR III;
+Added: our operating partnership;
+Added: American Healthcare Investors, LLC, or AHI;
+Added: Griffin Capital Company, LLC, or Griffin Capital;
+Added: Platform Healthcare Investor T-II, LLC;
+Added: Flaherty Trust;
+Added: and Jeffrey T.
+Added: Hanson, our former Chief Executive Officer and current Executive Chairman of the Board of Directors, Danny Prosky, our former Chief Operating Officer and current Chief Executive Officer and President, and Mathieu B.
+Added: Streiff, our former Executive Vice President, General Counsel and current Chief Operating Officer, or collectively, the AHI Principals, entered into a contribution and exchange agreement, or the Contribution Agreement, pursuant to which, among other things, GAHR III agreed to acquire a newly formed entity, American Healthcare Opps Holdings, LLC, or NewCo, which we refer to as the AHI Acquisition.
+Added: NewCo owned substantially all of the business and operations of AHI, as well as all of the equity interests in (i) Griffin-American Healthcare REIT IV Advisor, LLC, or GAHR IV Advisor, a subsidiary of AHI that served as the external advisor of GAHR IV, and (ii) Griffin-American Healthcare REIT III Advisor, LLC, or GAHR III Advisor, also referred to as our former advisor, a subsidiary of AHI that served as the external advisor of GAHR III.
+Added: See “Operating Partnership and Former Advisor” below for a further discussion.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: On October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger, and pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the surviving partnership, including its interest in GAHR III Advisor and GAHR IV Advisor, and Griffin Capital contributed its then-current ownership interest in GAHR III Advisor and GAHR IV Advisor to the surviving partnership.
+Added: In exchange for these contributions, the surviving partnership issued limited partnership units, or surviving partnership OP units.
+Added: Subject to working capital and other customary adjustments, the total approximate value of these surviving partnership OP units at the time of consummation of the transactions contemplated by the Contribution Agreement was approximately $ 131,674,000 , with a reference value for purposes thereof of $ 8.71 per unit, such that the surviving partnership issued 15,117,529 surviving partnership OP units as consideration, or the Closing Date Consideration.
+Added: Following the consummation of the Merger and the AHI Acquisition, the Combined Company has become self-managed.
+Added: As of December 31, 2021, such surviving partnership OP units are owned by AHI Group Holdings, LLC, or AHI Group Holdings, which is owned and controlled by the AHI Principals, Platform Healthcare Investor T-II, LLC, Flaherty Trust and a wholly owned subsidiary of Griffin Capital, or collectively, the NewCo Sellers.
+Added: In addition to the Closing Date Consideration, pursuant to the Contribution Agreement, we may in the future pay cash “earnout” consideration to AHI based on the fees that we may earn from our potential sponsorship of, and investment advisory services rendered to, American Healthcare RE Fund, L.P., a healthcare-related, real-estate-focused, private investment fund under consideration by AHI, or the Earnout Consideration.
+Added: The Earnout Consideration is uncapped in amount and, if ever payable by us to AHI, will be due on the seventh anniversary of the closing of the AHI Acquisition (subject to acceleration in certain events, including if we achieve certain fee-generation milestones from our sponsorship of the private investment fund).
+Added: AHI’s ability to receive the Earnout Consideration is also subject to vesting conditions relating to the private investment fund’s deployed equity capital and the continuous employment of at least two of the AHI Principals throughout the vesting period.
+Added: As of December 31, 2021, the fair value of such cash earnout consideration was estimated to be $ 0 .
+Added: The AHI Acquisition was treated as a business combination for accounting purposes, with GAHR III as both the legal and accounting acquiror of NewCo.
+Added: While GAHR IV was the legal acquiror of GAHR III in the REIT Merger, GAHR III was determined to be the accounting acquiror in the REIT Merger in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 805, Business Combinations , or ASC Topic 805, after considering the relative share ownership and the composition of the governing body of the Combined Company.
+Added: Thus, the financial information set forth herein subsequent to the consummation of the Merger and the AHI Acquisition reflects results of the Combined Company, and the financial information set forth herein prior to the Merger and the AHI Acquisition reflects GAHR III’s results.
+Added: For this reason, period to period comparisons may not be meaningful.
+Added: Please see Note 3, Business Combinations, for a further discussion of the Merger and the AHI Acquisition.
+Added: Operating Partnership and Former Advisor
+Added: We conduct substantially all of our operations through our operating partnership.
+Added: Through September 30, 2021, we were externally advised by our former advisor pursuant to an advisory agreement, as amended, or the Advisory Agreement, between us and our former advisor.
+Added: On June 23, 2021, we also entered into a Mutual Consent Regarding Waiver of Subordination of Asset Management Fees, or the Mutual Consent, pursuant to which, for the period from the date the Mutual Consent was entered into until the earlier to occur of (i) the closing of the Merger, or (ii) the termination of the Merger Agreement, the parties waived the requirement in the Advisory Agreement that our stockholders receive distributions in an amount equal to 5.0 % per annum, cumulative, non-compounded, of their invested capital before we would be obligated to pay an asset management fee.
+Added: Our former advisor used its best efforts, subject to the oversight and review of our board of directors, or 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.
+Added: Following the Merger and AHI Acquisition, we became self-managed and are no longer externally advised.
+Added: As a result, any fees that would have otherwise been payable to our former advisor, are no longer being paid.
+Added: Prior to the Merger and the AHI Acquisition, our former advisor was 75.0 % owned and managed by wholly owned subsidiaries of AHI, and 25.0 % owned by a wholly owned subsidiary of Griffin Capital, or collectively, our former co-sponsors.
+Added: Prior to the AHI Acquisition, AHI was 47.1 % owned by AHI Group Holdings, 45.1 % indirectly owned by Digital Bridge Group, Inc.
+Added: DBRG) (formerly known as Colony Capital, Inc.), or Digital Bridge, and 7.8 % owned by James F.
Flaherty III, a former partner of Colony Capital.
−Removed: We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony Capital or Mr.
−Removed: however, we are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings.
−Removed: In October 2020, our board established a special committee of our board, which consists of all of our independent directors, to investigate and analyze strategic alternatives, including but not limited to, the sale of our assets, a listing of our shares on a national securities exchange, or a merger with another entity, including a merger with another unlisted entity that we expect would enhance our value.
−Removed: We currently operate through four reportable business segments:
−Removed: medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
−Removed: As of December 31, 2020, we owned 89 properties, comprising 94 buildings, or approximately 4,863,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 1,089,431,000 .
−Removed: As of December 31, 2020, we also owned a 6.0 % interest in a joint venture which owns a portfolio of integrated senior health campuses and ancillary businesses.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: We were not affiliated with Griffin Capital, Digital Bridge or Mr.
+Added: however, we were affiliated with our former advisor, AHI and AHI Group Holdings.
+Added: Please see the “Merger of Griffin-American Healthcare REIT III, Inc.
+Added: and Griffin-American Healthcare REIT IV, Inc.” and “AHI Acquisition” sections above for a further discussion of our operations effective October 1, 2021.
+Added: As a result of the Merger and the AHI Acquisition on October 1, 2021, we, through our direct and indirect subsidiaries, own approximately 94.9 % of our operating partnership and the
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: remaining 5.1 % is owned by the NewCo Sellers.
+Added: See Note 13, Redeemable Noncontrolling Interests, and Note 14, Equity – Noncontrolling Interests in Total Equity, for a further discussion.
+Added: Public Offering
+Added: Prior to the Merger, we raised $ 1,842,618,000 through a best efforts initial public offering that commenced on February 26, 2014, or the GAHR III initial offering, and issued 184,930,598 shares of our common stock.
+Added: In addition, during the GAHR III initial offering, we issued 1,948,563 shares of our common stock pursuant to our initial distribution reinvestment plan, or the Initial DRIP, for a total of $ 18,511,000 in distributions reinvested.
+Added: Following the deregistration of the GAHR III initial offering on April 22, 2015, we continued issuing shares of our common stock pursuant to the Initial DRIP through a subsequent offering, or the 2015 GAHR III DRIP Offering.
+Added: Effective October 5, 2016, we amended and restated the Initial DRIP, or the Amended and Restated DRIP, to amend the price at which shares of our common stock were issued pursuant to the 2015 GAHR III DRIP Offering.
+Added: A total of $ 245,396,000 in distributions were reinvested that resulted in 26,386,545 shares of common stock being issued pursuant to the 2015 GAHR III DRIP Offering.
+Added: On January 30, 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 $ 200,000,000 of additional shares of our common stock to be issued pursuant to the Amended and Restated DRIP, or the 2019 GAHR III DRIP Offering, which commenced on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.
+Added: On May 29, 2020, in consideration of the impact the coronavirus, or COVID-19, pandemic had on the United States, globally and on our business operations, our board authorized the suspension of the 2019 GAHR III DRIP Offering.
+Added: Such suspension was effective upon the completion of all shares issued with respect to distributions payable to stockholders of record on or prior to the close of business on May 31, 2020.
+Added: A total of $ 63,105,000 in distributions were reinvested that resulted in 6,724,348 shares of common stock being issued pursuant to the 2019 GAHR III DRIP Offering.
+Added: As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering.
+Added: Further, on October 4, 2021, our board authorized the reinstatement of our distribution reinvestment plan, as amended, or the DRIP.
+Added: We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the DRIP under an existing Registration Statement on Form S-3 under the Securities Act filed by GAHR IV, or the AHR DRIP Offering.
+Added: We collectively refer to the Initial DRIP portion of the GAHR III initial offering, the 2015 GAHR III DRIP Offering, the 2019 GAHR III DRIP Offering and the AHR DRIP Offering as our DRIP Offerings.
+Added: See Note 14, Equity — Distribution Reinvestment Plan, for a further discussion.
+Added: As of December 31, 2021, a total of $ 54,637,000 in distributions were reinvested that resulted in 5,755,013 shares of common stock being issued pursuant to the AHR DRIP Offering.
+Added: Our Real Estate Investments Portfolio
+Added: We currently operate through six reportable business segments:
+Added: medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.
+Added: As of December 31, 2021, we owned and/or operated 182 properties, comprising 191 buildings, and 122 integrated senior health campuses including completed development projects, or approximately 19,178,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,292,371,000 , including the fair value of the properties acquired in the Merger.
+Added: In addition, as of December 31, 2021, we also owned a real estate-related debt investment purchased for $ 60,429,000 .
+Added: Due to the COVID-19 pandemic in the United States and globally, since March 2020, our residents, tenants, operating partners and managers have been materially impacted.
+Added: The rise of the Delta and Omicron variants of COVID-19, and government and public health agencies’ responses to potential future resurgences in the virus, further contributes to the prolonged economic impact and uncertainties caused by the COVID-19 pandemic.
+Added: There is also uncertainty regarding the acceptance of available vaccines and boosters and the public’s receptiveness to those measures.
+Added: As the COVID-19 pandemic is still impacting the healthcare system, it continues to present challenges for us as an owner and operator of healthcare facilities, making it difficult to ascertain the long-term impact the COVID-19 pandemic will have on real estate markets in which we own and/or operate properties and our portfolio of investments.
+Added: We have evaluated the impacts of the COVID-19 pandemic on our business thus far and incorporated information concerning such impacts into our assessments of liquidity, impairment and collectability from tenants and residents as of December 31, 2021.
+Added: We will continue to monitor such impacts and will adjust our estimates and assumptions based on the best available information.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Summary of Significant Accounting Policies
3 unchanged sentences
Basis of Presentation
−Removed: Our accompanying consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any VIEs in which we are the primary beneficiary.
+Added: Our accompanying consolidated financial statements include our accounts and those of our operating partnership, the wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries in which we have control, as well as any VIEs, in which we are the primary beneficiary.
+Added: The portion of equity in any subsidiary that is not wholly owned by us is presented in our accompanying consolidated financial statements as a noncontrolling interest.
We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance.
−Removed: 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 December 31, 2020 and 2019, we owned greater than a 99.99 % general partnership interest therein.
−Removed: Our advisor is a limited partner, and as of both December 31, 2020 and 2019, owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.
−Removed: Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our accompanying consolidated financial statements.
+Added: 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 and all non-wholly owned subsidiaries of which we have control, will own substantially all of the interests in properties acquired on our behalf.
+Added: We are the sole general partner of our operating partnership and as of December 31, 2021, we owned an approximately 94.9 % general partnership interest therein and the remaining 5.1 % was owned by the NewCo Sellers.
+Added: Prior to the Merger on October 1, 2021 and as of December 31, 2020, we owned greater than a 99.99 % general partnership interest in our operating partnership.
+Added: Our former advisor was a limited partner and owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.
+Added: On October 1, 2021, in connection with the Merger, we repurchased our former advisor’s limited partnership interest in our operating partnership.
+Added: The accounts of our operating partnership are consolidated in our accompanying consolidated financial statements 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).
All intercompany accounts and transactions are eliminated in consolidation.
1 unchanged sentence
The preparation of our accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
−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 and intangible 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 including through business combinations, goodwill and its impairment, revenues and grant income, allowance for credit losses, impairment of long-lived and intangible assets and contingencies.
These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances.
3 unchanged sentences
Restricted cash primarily comprises lender required accounts for property taxes, tenant improvements, capital improvements and insurance, which are restricted as to use or withdrawal.
−Removed: On January 1, 2019, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 842, Leases , or ASC Topic 842.
−Removed: ASC Topic 842 supersedes ASC Topic 840, Leases , or ASC Topic 840.
−Removed: We adopted ASC Topic 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated.
−Removed: There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption.
−Removed: Therefore, with respect to our leases as both lessees and lessors, information is presented under ASC Topic 842 for the years ended December 31, 2020 and 2019, and under ASC Topic 840 for the year ended December 31, 2018.
−Removed: We determine if a contract is a lease upon inception of the lease.
−Removed: We maintain a distinction between finance and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance.
−Removed: Pursuant to ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date:
+Added: We determine if a contract is a lease upon inception of the lease and maintain a distinction between finance and operating leases.
+Added: Pursuant to FASB ASC Topic 842, Leases , or ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date:
(i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease;
−Removed: and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
+Added: The lease liability is calculated by using either the implicit rate of the
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: asset for the lease term.
−Removed: The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate.
−Removed: As a result of the adoption of ASC Topic 842 on January 1, 2019, we recognized an initial amount of operating lease liabilities of $ 5,334,000 in our consolidated balance sheet for all of our ground leases.
−Removed: In addition, we recorded corresponding right-of-use assets of $ 11,239,000 , which represent the lease liabilities, net of the existing accrued straight-line rent liabilities and adjusted for unamortized above/below market ground lease intangibles.
−Removed: The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses in our accompanying consolidated statements of operations.
+Added: lease or the incremental borrowing rate.
+Added: The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses and property operating expenses in our accompanying consolidated statements of operations and comprehensive income (loss).
Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date.
+Added: For our finance leases, the accretion of lease liabilities are included in interest expense and the amortization expense on right-of-use assets are included in depreciation and amortization in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Further, finance lease assets are included within real estate investments, net and finance lease liabilities are included within financing obligations in our accompanying consolidated balance sheets.
Pursuant to ASC Topic 842, lessors bifurcate lease revenues into lease components and non-lease components and separately recognize and disclose non-lease components that are executory in nature.
3 unchanged sentences
In addition, such practical expedient causes an entity to assess whether a contract is predominately lease or service based, and recognize the revenue from the entire contract under the relevant accounting guidance.
−Removed: Effective upon our adoption of ASC Topic 842 on January 1, 2019, we continued to recognize revenue for our medical office buildings, senior housing and skilled nursing facilities segments under ASC Topic 842 as real estate revenue.
+Added: We recognize revenue for our medical office buildings, senior housing, skilled nursing facilities and hospitals segments as real estate revenue.
Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays).
4 unchanged sentences
and include lessor costs that we paid and are reimbursed by the lessee in our measurement of variable lease revenue and associated expense (i.e., gross up revenue and expense for these costs).
−Removed: Therefore, we no longer record revenue or expense when the lessee pays the property taxes and insurance directly to a third party.
−Removed: Our senior housing — RIDEA facilities offer residents room and board (lease component), standard meals and healthcare services (non-lease component), and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.).
−Removed: For our senior housing — RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above.
+Added: At our RIDEA facilities, we offer residents room and board (lease component), standard meals and healthcare services (non-lease component) and certain ancillary services that are not contemplated in the lease with each resident (i.e., laundry, guest meals, etc.).
+Added: For our RIDEA facilities, we recognize revenue under ASC Topic 606 as resident fees and services, based on our predominance assessment from electing the practical expedient outlined above.
See the “Revenue Recognition” section below.
2 unchanged sentences
Real Estate Revenue
−Removed: Prior to January 1, 2019, minimum annual rental revenue was recognized on a straight-line basis over the term of the related lease (including rent holidays) in accordance with ASC Topic 840.
−Removed: Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements were recorded to deferred rent receivable.
−Removed: Tenant reimbursement revenue, which comprises additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, was recognized as revenue in the period in which the related expenses were incurred.
−Removed: Tenant reimbursements were recognized and presented in accordance with ASC Subtopic 606-10-55-36, Revenue Recognition — Principal Versus Agent Consideration, or ASC Subtopic 606.
−Removed: ASC Subtopic 606 requires that these reimbursements be recorded on a gross basis as we are generally primarily responsible to fulfill the promise to provide specified goods and services.
−Removed: We recognized lease termination fees at such time when there was a signed termination letter agreement, all of the conditions of such agreement had been met and the tenant was no longer occupying the property.
−Removed: Effective January 1, 2019, we recognize real estate revenue in accordance with ASC Topic 842.
+Added: We recognize real estate revenue in accordance with ASC Topic 842.
See the “Leases” section above.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Resident Fees and Services Revenue
7 unchanged sentences
This method provides a depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation.
−Removed: Generally, performance obligations satisfied over time relate to patients receiving long-term healthcare services, including rehabilitation services.
+Added: Generally, performance obligations satisfied over time relate to patients receiving long-term
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: healthcare services, including rehabilitation services.
We measure the performance obligation from admission into the facility to the point when we are no longer required to provide services to that patient.
Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and we do not believe we are required to provide additional goods or services to the patient.
−Removed: Because all of its performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC Topic 606 and, therefore, are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.
+Added: Generally, performance obligations satisfied at a point in time relate to sales of our pharmaceuticals business or to sales of ancillary supplies.
+Added: Because all of our performance obligations relate to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC Topic 606 and, therefore, are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.
The performance obligations for these contracts are generally completed within months of the end of the reporting period.
+Added: We determine the transaction price based on standard charges for goods and services provided, reduced, where applicable, by contractual adjustments provided to third-party payors, implicit price concessions provided to uninsured patients, and estimates of goods to be returned.
+Added: We also determine the estimates of contractual adjustments based on Medicare and Medicaid pricing tables and historical experience.
+Added: We determine the estimate of implicit price concessions based on the historical collection experience with each class of payor.
+Added: Agreements with third-party payors typically provide for payments at amounts less than established charges.
+Added: A summary of the payment arrangements with major third-party payors follows:
+Added: Certain healthcare services are paid at prospectively determined rates based on cost-reimbursement methodologies subject to certain limits.
+Added: Reimbursements for Medicaid services are generally paid at prospectively determined rates.
+Added: In the state of Indiana, we participate in an Upper Payment Limit program, or IGT, with various county hospital partners, which provides supplemental Medicaid payments to skilled nursing facilities that are licensed to non-state, government-owned entities such as county hospital districts.
+Added: We have operational responsibility through management agreements for facilities retained by the county hospital districts including this IGT.
+Added: Payment agreements with certain commercial insurance carriers, health maintenance organizations and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges and prospectively determined periodic rates.
+Added: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation.
+Added: As a result of investigations by governmental agencies, various healthcare organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements.
+Added: Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties and potential exclusion from the related programs.
+Added: There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon us.
+Added: Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care.
+Added: These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved.
+Added: Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations.
+Added: Adjustments arising from a change in the transaction price were not significant for the years ended December 31, 2021, 2020 and 2019.
Disaggregation of Resident Fees and Services Revenue
4 unchanged sentences
We determine that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
−Removed: Resident fees and services revenue includes fees for basic housing and assisted living care.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: 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, for the years then ended:
+Added: Senior Health
+Added: Campuses SHOP(1) Total
+Added: Over time $ 824,991,000 $ 96,000,000 $ 920,991,000
+Added: Point in time 200,708,000 2,236,000 202,944,000
+Added: Total resident fees and services $ 1,025,699,000 $ 98,236,000 $ 1,123,935,000
+Added: Over time $ 787,116,000 $ 83,043,000 $ 870,159,000
+Added: Point in time 196,053,000 2,861,000 198,914,000
+Added: Total resident fees and services $ 983,169,000 $ 85,904,000 $ 1,069,073,000
+Added: Over time $ 816,284,000 $ 65,200,000 $ 881,484,000
+Added: Point in time 214,650,000 2,944,000 217,594,000
+Added: Total resident fees and services $ 1,030,934,000 $ 68,144,000 $ 1,099,078,000
+Added: The following tables disaggregate our resident fees and services revenue by payor class for the years then ended:
+Added: Senior Health
+Added: Campuses SHOP(1) Total
+Added: Private and other payors $ 462,828,000 $ 94,673,000 $ 557,501,000
+Added: Medicare 349,876,000 — 349,876,000
+Added: Medicaid 212,995,000 3,563,000 216,558,000
+Added: Total resident fees and services $ 1,025,699,000 $ 98,236,000 $ 1,123,935,000
+Added: Private and other payors $ 437,133,000 $ 84,308,000 $ 521,441,000
+Added: Medicare 356,350,000 — 356,350,000
+Added: Medicaid 189,686,000 1,596,000 191,282,000
+Added: Total resident fees and services $ 983,169,000 $ 85,904,000 $ 1,069,073,000
+Added: Private and other payors $ 499,693,000 $ 67,930,000 $ 567,623,000
+Added: Medicare 338,466,000 — 338,466,000
+Added: Medicaid 192,775,000 214,000 192,989,000
+Added: Total resident fees and services $ 1,030,934,000 $ 68,144,000 $ 1,099,078,000
+Added: (1) Includes fees for basic housing and assisted living care.
We record revenue when services are rendered at amounts billable to individual residents.
1 unchanged sentence
For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.
−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: Years Ended December 31,
−Removed: 2020 2019 2018
−Removed: Time Over Time Total Point in
−Removed: Time Over Time Total Point in
−Removed: Time Over Time Total
−Removed: Senior housing — RIDEA $ 964,000 $ 66,829,000 $ 67,793,000 $ 715,000 $ 45,445,000 $ 46,160,000 $ 847,000 $ 36,010,000 $ 36,857,000
−Removed: The following tables disaggregate our resident fees and services revenue by payor class:
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
−Removed: Private and other payors
−Removed: $ 61,045,000 $ 40,140,000 $ 30,775,000
−Removed: 6,748,000 6,020,000 6,082,000
−Removed: Total resident fees and services
−Removed: $ 67,793,000 $ 46,160,000 $ 36,857,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Accounts Receivable, Net — Resident Fees and Services
+Added: Accounts Receivable, Net — Resident Fees and Services Revenue
The beginning and ending balances of accounts receivable, net — resident fees and services are as follows:
−Removed: Medicaid Private
−Removed: Other Payors Total
+Added: Other Payors Medicare Medicaid Total
Beginning balance — January 1, 2021
2 unchanged sentences
42,056,000 35,953,000 16,922,000 94,931,000
−Removed: (Decrease)/increase $ ( 1,608,000 ) $ 77,000 $ ( 1,531,000 )
+Added: Increase/(decrease) $ 5,931,000 $ ( 526,000 ) $ 2,449,000 $ 7,854,000
+Added: Deferred Revenue — Resident Fees and Services Revenue
+Added: The beginning and ending balances of deferred revenue — resident fees and services, almost all of which relates to private and other payors, are as follows:
+Added: Beginning balance — January 1, 2021
+Added: Ending balance — December 31, 2021
+Added: Increase $ 4,076,000
+Added: In addition to the deferred revenue above, during the second quarter of 2020 we received approximately $ 52,322,000 of Medicare advance payments through an expanded program of the Centers for Medicare & Medicaid Services, or CMS.
+Added: These payments are required to be applied to claims beginning one year after their receipt through Medicare claims submitted over a future period.
+Added: Any amounts of unutilized Medicare advance payments, which reflect funds received that are not applied to actual billings for Medicare services performed, will be repaid to CMS by the end of 2022.
+Added: Our recoupment period commenced in the second quarter of 2021 and continues through 2022, and as such, for the year ended December 31, 2021, we recognized $ 38,677,000 of resident fees and services pertaining to such Medicare advance payments.
+Added: The remaining balance in Medicare advance payments will be applied to future Medicare claims.
+Added: Such amounts are deferred and included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
Financing Component
1 unchanged sentence
Contract Costs
−Removed: We have applied a practical expedient provided by ASC Topic 340, Other Assets and Deferred Costs , and, therefore, all incremental customer contract acquisition costs are expensed as they are incurred since the amortization period of the asset that we otherwise would have recognized is one year or less in duration.
+Added: We have applied the practical expedient provided by FASB ASC Topic 340, Other Assets and Deferred Costs , and, therefore, all incremental customer contract acquisition costs are expensed as they are incurred since the amortization period of the asset that we otherwise would have recognized is one year or less in duration.
Government Grants
−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.
+Added: 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 COVID-19 pandemic.
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 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.
+Added: We recognize government grants as grant income or as a reduction of property operating expenses, as applicable, in our accompanying consolidated statements of operations and comprehensive income (loss) when there is reasonable assurance that the grants will be received and all conditions to retain the funds will be met.
We adjust our estimates and assumptions based on the applicable guidance provided by the government and the best available information that we have.
−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 the year ended December 31, 2020, we recognized government grants of $ 1,005,000 as grant income.
−Removed: As of and for the years ended December 31, 2019 and 2018, we did no t recognize any government grants.
+Added: 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, and any related deferred income will not be recognized.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: For the years ended December 31, 2021 and 2020, we recognized government grants of $ 16,951,000 and $ 55,181,000 , respectively, as grant income and $ 134,000 and $ 519,000 , respectively, as a reduction of property operating expenses.
+Added: As of December 31, 2021 and 2020, we deferred approximately $ 443,000 and $ 2,635,000 , respectively, of grant income until such time as it is earned.
+Added: Such deferred amounts are included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
+Added: As of and for the year ended December 31, 2019, we did no t recognize any government grants.
Tenant and Resident Receivables and Allowances
4 unchanged sentences
An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements.
−Removed: Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying consolidated statements of operations.
+Added: Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying consolidated statements of operations and comprehensive income (loss).
Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors.
Prior to our adoption of ASC Topic 326 on January 1, 2020, resident receivables were carried net of an allowance for uncollectible amounts.
−Removed: Tenant receivables and unbilled deferred rent receivables are reduced for uncollectible amounts, which are recognized as direct reductions of real estate revenue in our accompanying consolidated statements of operations.
−Removed: Prior to our adoption of ASC Topic 842 on January 1, 2019, tenant receivables and unbilled deferred rent receivables were reduced for uncollectible
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Such amounts were charged to bad debt expense, which was included in general and administrative in our accompanying consolidated statements of operations.
+Added: Tenant receivables and unbilled deferred rent receivables are reduced for uncollectible amounts, which are recognized as direct reductions of real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
As of December 31, 2021 and 2020, we had $ 12,378,000 and $ 9,466,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses.
For the years ended December 31, 2021, 2020 and 2019, we increased allowances by $ 10,779,000 , $ 12,494,000 and $ 13,087,000 , respectively, and reduced allowances for collections or adjustments by $ 5,624,000 , $ 7,697,000 and $ 6,094,000 , respectively.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we did not write off any of our receivables directly to bad debt expense or as direct adjustments to revenue.
For the years ended December 31, 2021, 2020 and 2019, $ 4,353,000 , $ 6,766,000 and $ 6,774,000 , respectively, of our receivables were written off against the related allowances.
−Removed: Property Acquisitions
−Removed: We determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.
+Added: For the year ended December 31, 2021, the allowance also included an increase of $ 2,110,000 as a result of the Merger.
+Added: Real Estate Investments Purchase Price Allocation
+Added: Upon the acquisition of real estate properties or other entities owning real estate properties, we determine whether the transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.
If the assets acquired and liabilities assumed are not a business, we account for the transaction as an asset acquisition.
Under both methods, we recognize the identifiable assets acquired and liabilities assumed;
−Removed: however, for a transaction accounted for as an asset acquisition, we allocate the purchase price to the identifiable assets acquired and liabilities assumed based on their relative fair values.
−Removed: We immediately expense acquisition related expenses associated with a business combination and capitalize acquisition related expenses directly associated with an asset acquisition.
+Added: however, for a transaction accounted for as an asset acquisition, we capitalize transaction costs and allocate the purchase price using a relative fair value method allocating all accumulated costs, whereas for a transaction accounted for as a business combination, we immediately expense transaction costs incurred associated with the business combination and allocate the purchase price based on the estimated fair value of each separately identifiable asset and liability.
+Added: For the years ended December 31, 2021, 2020 and 2019, all of our investment transactions were accounted for as asset acquisitions with the exception of the Merger and the AHI Acquisition which took place in 2021 and were accounted for as business combinations.
+Added: See Note 3, Business Combinations — Merger and the AHI Acquisition, and Note 4, Real Estate Investments, Net — Acquisition of Real Estate Investments, for a further discussion.
We, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties.
Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed.
−Removed: This includes determining the value of the buildings, land, leasehold interests, furniture, fixtures and equipment, above- or below-market rent, in-place leases, master leases, above- or below-market debt assumed and derivative financial instruments assumed.
+Added: This includes determining the value of the buildings, land, leasehold interests, furniture, fixtures and equipment, above- or below-market rent, in-place leases, master leases, tenant improvements, above- or below-market debt assumed, derivative financial instruments assumed, and noncontrolling interest in the acquiree, if any.
These estimates require significant judgment and in some cases involve complex calculations.
These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization lives.
−Removed: In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations.
+Added: In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The determination of the fair value of land is based upon comparable sales data.
6 unchanged sentences
(i) the level payment equivalent of the contract rent paid pursuant to the lease;
−Removed: and (ii) our estimate of market rent payments taking into account rent steps throughout the lease.
+Added: and (ii) our estimate of market rent payments taking into account the expected market rent growth.
In the case of leases with options, a case-by-case analysis is performed based on all facts and circumstances of the specific lease to determine whether the option will be assumed to be exercised.
3 unchanged sentences
Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors.
−Removed: The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant.” The net amounts related
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average downtime of the acquired leases with each property.
+Added: The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant.” The net amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average downtime of the acquired leases with each property.
The net amounts related to the value of tenant relationships, if any, are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term.
3 unchanged sentences
The value of derivative financial instruments, if any, is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , and is included in other assets or other liabilities in our accompanying consolidated balance sheets.
−Removed: The values of contingent consideration assets and liabilities, if any, are analyzed at the time of acquisition.
+Added: The values of contingent consideration assets and liabilities are analyzed at the time of acquisition.
For contingent purchase options, the fair market value of the acquired asset is compared to the specified option price at the exercise date.
If the option price is below market, it is assumed to be exercised and the difference between the fair market value and the option price is discounted to the present value at the time of acquisition.
+Added: The values of the redeemable and nonredeemable noncontrolling interests are estimated by applying the income approach based on a discounted cash flow analysis.
+Added: The fair value measurement may apply significant inputs that are not observable in the market.
+Added: See Note 3, Business Combinations — Merger and the AHI Acquisition — Fair Value of Noncontrolling Interests, for a further discussion of our fair value measurement approach and the significant inputs used in the values of redeemable and nonredeemable noncontrolling interests in GAHR IV.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Real Estate Investments, Net
We carry our operating properties at our historical cost less accumulated depreciation.
−Removed: The cost of operating properties includes the cost of land and completed buildings and related improvements.
+Added: The cost of operating properties includes the cost of land and completed buildings and related improvements, including those related to financing obligations.
Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred.
10 unchanged sentences
However, when the leasehold improvements are owned by the tenant, the lease inception date (and the date on which recognition of lease revenue commences) is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.
−Removed: Impairment of Long-Lived and Intangible Assets
+Added: Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of a business acquired in a business combination.
+Added: Our goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
+Added: We compare the fair value of a reporting segment with its carrying amount.
+Added: We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.
+Added: We take a qualitative approach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting segment in step one of the impairment test.
+Added: We perform our annual assessment of goodwill on October 1.
+Added: Please see Note 3, Business Combinations, for a further discussion of goodwill recognized on October 1, 2021 in connection with the AHI acquisition, and Note 19, Segment Reporting, for a further discussion of goodwill as of December 31, 2021.
+Added: For the years ended December 31, 2021, 2020 and 2019, we did not incur any impairment losses with respect to goodwill.
+Added: Impairment of Long-Lived Assets and Intangible Assets
We periodically evaluate our long-lived assets, primarily consisting of investments in real estate that we carry at our historical cost less accumulated depreciation, for impairment when events or changes in circumstances indicate that its carrying value may not be recoverable.
−Removed: Indicators we consider important and that we believe could trigger an impairment review include, among others, the following:
+Added: We consider the following indicators, among others, in our evaluation of impairment:
• significant negative industry or economic trends;
1 unchanged sentence
• a significant change in the extent or manner in which the asset is used or significant physical change in the asset.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
If indicators of impairment of our long-lived assets are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations.
In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset.
−Removed: We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value.
+Added: We adjust the net book value of properties we lease to others and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value.
We recognize an impairment loss at the time we make any such determination.
−Removed: If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset.
−Removed: If the estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value.
−Removed: For all of our reporting units, we recognize any shortfall from carrying value as an impairment loss in the current period.
−Removed: We test other indefinite-lived intangible assets for impairment at least annually, and more frequently if indicators arise.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: We test indefinite-lived intangible assets, other than goodwill, for impairment at least annually, and more frequently if indicators arise.
We first assess qualitative factors to determine the likelihood that the fair value of the reporting group is less than its carrying value.
1 unchanged sentence
Fair values of other indefinite-lived intangible assets are usually determined based on discounted cash flows or appraised values, as appropriate.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we did not incur any impairment losses with respect to intangible assets.
−Removed: See Note 3, Real Estate Investments, Net, for a discussion of impairment of long-lived assets.
+Added: If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset.
+Added: If the estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value.
+Added: For all of our reporting units, we recognize any shortfall from carrying value as an impairment loss in the current period.
+Added: See Note 4, Real Estate Investments, Net, for a further discussion of impairment of long-lived assets.
+Added: For the years ended December 31, 2021, 2020 and 2019, we did no t incur any impairment losses with respect to intangible assets.
Properties Held for Sale
−Removed: A property or a group of properties is reported in discontinued operations in our consolidated statements of operations for current and prior periods if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when either (i) the component has been disposed of;
−Removed: or (ii) is classified as held for sale.
−Removed: At such time as a property is held for sale, such property is carried at the lower of (i) its carrying amount or (ii) fair value less costs to sell.
+Added: A property or a group of properties is reported in discontinued operations in our consolidated statements of operations and comprehensive income (loss) for current and prior periods if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when either:
+Added: (i) the component has been disposed of or (ii) is classified as held for sale.
+Added: At such time as a property is held for sale, such property is carried at the lower of:
+Added: (i) its carrying amount or (ii) fair value less costs to sell.
In addition, a property being held for sale ceases to be depreciated.
−Removed: We will classify operating properties as property held for sale in the period in which all of the following criteria are met:
+Added: We classify operating properties as property held for sale in the period in which all of the following criteria are met:
• management, having the authority to approve the action, commits to a plan to sell the asset;
5 unchanged sentences
Our properties held for sale are included in other assets, net in our accompanying consolidated balance sheets.
−Removed: See Note 3, Real Estate Investments, Net, for a further discussion.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: We did no t recognize impairment charges on properties held for sale for the years ended December 31, 2021 and 2019.
+Added: For the year ended December 31, 2020, we determined that the fair values of two integrated senior health campuses that were held for sale were lower than their carrying amounts, and as such, we recognized an aggregate impairment charge of $ 2,719,000 , which reduced the total aggregate carrying value of such assets to $ 807,000 .
+Added: The fair values of such properties were determined by the sales prices from executed purchase and sales agreements with third-party buyers, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy.
+Added: For the year ended December 31, 2021, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 500,000 and recognized an aggregate net loss on sale of $ 114,000 .
+Added: For the year ended December 31, 2020, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 10,457,000 and recognized an aggregate net gain on sale of $ 1,380,000 .
+Added: For the year ended December 31, 2019, we did not dispose of any held for sale properties.
+Added: Debt Security Investment, Net
+Added: We classify our marketable debt security investment as held-to-maturity because we have the positive intent and ability to hold the security to maturity, and we have not recorded any unrealized holding gains or losses on such investment.
+Added: Our held-to-maturity security is recorded at amortized cost and adjusted for the amortization of premiums or discounts through maturity.
+Added: Prior to the adoption of ASC Topic 326 on January 1, 2020, a loss was recognized in earnings when we determined declines in the fair value of marketable securities were other-than-temporary.
+Added: For the year ended December 31, 2019, we did not incur any
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Effective January 1, 2020, we evaluated our debt security investment for expected future credit loss in accordance with ASC Topic 326.
+Added: There was no net cumulative effect adjustment to retained earnings as of January 1, 2020.
+Added: See Note 5, Debt Security Investment, Net, for a further discussion.
Derivative Financial Instruments
1 unchanged sentence
We seek to mitigate these risks by following established risk management policies and procedures, which include the occasional use of derivatives.
−Removed: Our primary strategy in entering into derivative contracts, such as fixed interest rate swaps, is to add stability to interest expense and to manage our exposure to interest rate movements by effectively converting a portion of our variable-rate debt to fixed-rate debt.
+Added: Our primary strategy in entering into derivative contracts, such as fixed rate interest rate swaps and interest rate caps, is to add stability to interest expense and to manage our exposure to interest rate movements by effectively converting a portion of our variable-rate debt to fixed-rate debt.
We do not enter into derivative instruments for speculative purposes.
Derivatives are recognized as either other assets or other liabilities in our accompanying consolidated balance sheets and are measured at fair value.
−Removed: We do not designate our derivative instruments as hedge instruments as defined by guidance under ASC Topic 815, Derivatives and Hedging , or ASC Topic 815, which allows for gains and losses on derivatives designated as hedges to be offset by the change in value of the hedged items or to be deferred in other comprehensive income (loss).
−Removed: Changes in the fair value of our derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying consolidated statements of operations .
+Added: We do not designate our derivative instruments as hedge instruments as defined by guidance under ASC Topic 815, Derivatives and Hedges , or ASC Topic 815, which allows for gains and losses on derivatives designated as hedges to be offset by the change in value of the hedged items or to be deferred in other comprehensive income (loss).
+Added: Changes in the fair value of our derivative financial instruments are recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying consolidated statements of operations and comprehensive income (loss).
See Note 10, Derivative Financial Instruments, and Note 16, Fair Value Measurements, for a further discussion of our derivative financial instruments.
11 unchanged sentences
See Note 16, Fair Value Measurements, for a further discussion.
−Removed: Real Estate Deposits
−Removed: Real estate deposits may include refundable and non-refundable funds held by escrow agents and others to be applied towards the acquisition of real estate investments, and such future investments are subject to substantial conditions to closing.
Other Assets, Net
−Removed: Other assets, net primarily consist of our investment in an unconsolidated entity, deferred financing costs on our line of credit and term loans, prepaid expenses and deposits, lease commissions and deferred rent receivables.
−Removed: Deferred financing costs on our line of credit and term loans include amounts paid to lenders and others to obtain financing.
−Removed: Such costs are amortized using the straight-line method over the term of the related line of credit and term loans, which approximates the effective interest rate method.
−Removed: Amortization of deferred financing costs on our line of credit and term loans are included in interest expense in our accompanying consolidated statements of operations.
−Removed: Prepaid expenses are amortized over the related contract periods.
−Removed: Lease commissions are amortized using the straight-line method over the term of the related lease.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Other assets, net primarily consists of inventory, prepaid expenses and deposits, deferred financing costs related to our lines of credit and term loans, deferred rent receivables, deferred tax assets, investments in unconsolidated entities, lease inducements and lease commissions.
+Added: Inventory consists primarily of pharmaceutical and medical supplies and is stated at the lower of cost (first-in, first-out) or market.
+Added: Deferred financing costs related to our lines of credit and term loans include amounts paid to lenders and others to obtain such financing.
+Added: Such costs are amortized using the straight-line method over the term of the related loan, which approximates the effective interest rate method.
+Added: Amortization of deferred financing costs related to our lines of credit and term loans is included in interest expense in our accompanying consolidated statements of operations and
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: comprehensive income (loss).
+Added: Lease commissions are amortized using the straight-line method over the term of the related lease.
+Added: Prepaid expenses are amortized over the related contract periods.
We report investments in unconsolidated entities using the equity method of accounting when we have the ability to exercise significant influence over the operating and financial policies.
−Removed: Under the equity method, our share of the investee’s earnings or losses is included in our accompanying consolidated statements of operations.
+Added: Under the equity method, our share of the investee’s earnings or losses is included in our accompanying consolidated statements of operations and comprehensive income (loss).
We generally do not recognize equity method losses when such losses exceed our net equity method investment balance unless we have committed to provide such investee additional financial support or guaranteed its obligations.
1 unchanged sentence
The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assets prior to the sale of interests in the entity.
−Removed: We have elected to follow the cumulative earnings approach when classifying distributions received from equity method investments in our consolidated statements of cash flows, whereby any distributions received up to the amount of cumulative equity earnings would be considered a return on investment and classified in operating activities and any excess distributions would be considered a return of investment and classified in investing activities.
+Added: We have elected to follow the cumulative earnings approach when classifying distributions received from equity method investments in our consolidated statements of cash flows, whereby any distributions received up to the amount of cumulative equity earnings will be considered a return on investment and classified in operating activities and any excess distributions would be considered a return of investment and classified in investing activities.
We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value.
When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we did not incur any impairment losses from unconsolidated entities.
+Added: For the years ended December 31, 2021, 2020 and 2019, we did no t incur any impairment losses from unconsolidated entities.
See Note 7, Other Assets, Net, for a further discussion.
−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.
+Added: Accounts Payable and Accrued Liabilities
+Added: As of December 31, 2021 and 2020, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 31,101,000 and $ 46,540,000 , respectively, insurance reserves of $ 36,440,000 and $ 36,251,000 , respectively, accrued developments and capital expenditures to unaffiliated third parties of $ 22,852,000 and $ 21,508,000 , respectively, accrued property taxes of $ 22,102,000 and $ 14,521,000 , respectively, and accrued investor distributions of $ 8,768,000 and $ 0 , respectively.
+Added: Stock Based Compensation
+Added: We follow ASC Topic 718, Compensation — Stock Compensation , or ASC Topic 718, to account for our stock compensation pursuant to the 2015 Incentive Plan, or our incentive plan, using the fair value method, which requires an estimate of fair value of the award at the time of grant and recognition of compensation expense on a straight-line basis over the requisite service period of the awards.
+Added: The compensation expense is adjusted for actual forfeitures upon occurrence.
+Added: Awards granted under our incentive plan consist of restricted stock or units issued to our executive officers and key employees, in addition to restricted stock issued to our independent directors.
+Added: See Note 14, Equity — 2015 Incentive Plan, for a further discussion of awards granted under our incentive plan.
+Added: On January 1, 2019, we adopted Accounting Standards Update, or ASU, 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions.
+Added: It expands the scope of ASC Topic 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in the entity’s own operations and supersedes the guidance of ASC Topic 505-50, Equity-Based Payments to Nonemployees.
+Added: We applied this guidance using a modified retrospective approach for all equity-classified nonemployee awards for which a measurement date has not been established as of the adoption date.
+Added: See Note 14, Equity — Noncontrolling Interests in Total Equity, for a further discussion of grants to nonemployees.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Foreign Currency
+Added: We have real estate investments in the United Kingdom, or UK, and Isle of Man for which the functional currency is the UK Pound Sterling, or GBP.
+Added: We translate the results of operations of our foreign real estate investments into United States Dollars, or USD, using the average currency rates of exchange in effect during the period, and we translate assets and liabilities using the currency exchange rate in effect at the end of the period.
+Added: The resulting foreign currency translation adjustments are included in accumulated other comprehensive loss, a component of stockholders’ equity, in our accompanying consolidated balance sheets.
+Added: Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical currency exchange rates.
+Added: We also have intercompany notes and payables denominated in GBP with our UK subsidiaries.
+Added: Gains or losses resulting from remeasuring such intercompany notes and payables into USD at the end of each reporting period are reflected in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: When such intercompany notes and payables are deemed to be of a long-term investment nature, they will be reflected in accumulated other comprehensive loss in our accompanying consolidated balance sheets.
+Added: Gains or losses resulting from foreign currency transactions are remeasured into USD at the rates of exchange prevailing on the date of the transactions.
+Added: The effects of transaction gains or losses are included in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: We qualified, and elected to be taxed, as a REIT under the Code, and we intend to continue to qualify to be taxed as a REIT.
To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute to our stockholders a minimum of 90.0 % of our annual taxable income, excluding net capital gains.
−Removed: Existi ng Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs can satisfy the di stribution requirement by distributing a combination of cash and stock to stockholders.
−Removed: In general, to qualify under the safe harbor, each stockholder must elect to receive either cash or stock, and the aggregate cash component of the distribution to stockholders must represent at least 20.0% of the total distribution.
−Removed: In May 2020, the IRS issued similar guidance that lowered the cash component of the distribution to 10.0% for dividends declared between April 1, 2020 and December 31, 2020 .
−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.
+Added: We generally will not be subject to federal income taxes if we distribute 100% of our taxable income each year to our stockholders.
+Added: 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 Internal Revenue Service grants us relief under certain statutory provisions.
Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders.
1 unchanged sentence
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.
+Added: Also, we have real estate investments in the UK and Isle of Man, which do not accord REIT status to United States REITs under their tax laws.
+Added: Accordingly, we recognize an income tax benefit or expense for the federal, state and local income taxes incurred by our TRS and foreign income taxes on our real estate investments in the UK and Isle of Man.
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.
2 unchanged sentences
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 income tax benefit or expense in our accompanying 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 consolidated statements of operations.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Net deferred tax assets are included in other assets, net, or net deferred tax liabilities are included in security deposits, prepaid rent and other liabilities, in our accompanying consolidated balance sheets.
+Added: Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive income (loss) when such changes occur.
+Added: Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is recorded in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Net deferred tax assets are included in other assets, or net deferred tax liabilities are included in security deposits, prepaid rent and other liabilities, in our accompanying consolidated balance sheets.
See Note 17, Income Taxes, for a further discussion.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment Disclosure
1 unchanged sentence
Accordingly, when we acquired our first medical office building in June 2014;
−Removed: senior housing facility in December 2016;
−Removed: senior housing — RIDEA facility in November 2017;
−Removed: and skilled nursing facility in March 2018, we added a new reportable segment at each such time.
−Removed: As of December 31, 2020, we have determined that we operate through four reportable business segments, with activities related to investing in medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
+Added: senior housing facility in September 2014;
+Added: hospital in December 2014;
+Added: SHOP in May 2015;
+Added: skilled nursing facility in October 2015;
+Added: and integrated senior health campus in December 2015, we established a new reportable segment at such time.
+Added: As of December 31, 2021, we operated through six reportable business segments, with activities related to investing in medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.
See Note 19, Segment Reporting, for a further discussion.
2 unchanged sentences
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 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 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 effects 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 consolidated financial statements.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria.
+Added: ASU 2020-04 applies to the aforementioned transactions that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of the reference rate reform.
+Added: In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), or ASU 2021-01, which clarifies that certain optional expedients and exceptions for contract modification and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform.
+Added: ASU 2020-04 and ASU 2021-01 are effective for fiscal years and interim periods beginning after March 12, 2020 and through December 31, 2022.
+Added: We are currently evaluating the impact this guidance has on our variable rate debt, derivatives and lease contracts to determine the impact on our disclosures.
+Added: In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842):
+Added: Lessors — Certain Leases with Variable Lease Payments, or ASU 2021-05, which amends the lease classification requirements for lessors to align them with practice under the previous lease accounting standard, ASC Topic 840, Leases .
+Added: Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease, if both of the following criteria are met:
+Added: (1) the lease would have been classified as a sales-type lease or a direct financing lease;
+Added: and (2) the lessor would have otherwise recognized a day-one loss.
+Added: ASU 2021-05 is effective for fiscal years beginning after December 15, 2021.
+Added: Early adoption is permitted.
+Added: We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.
+Added: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , or ASU 2021-08, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquiror on the acquisition date in accordance with ASC Topic 606 as if it had originated the contracts.
+Added: Under the current business combination guidance, such assets and liabilities were recognized by the acquiror as fair value on the acquisition date.
+Added: ASU 2021-08 is effective for fiscal years beginning after December 15, 2022.
+Added: Early adoption is permitted.
+Added: We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.
+Added: In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), or ASU 2021-10, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements.
+Added: ASU 2021-10 is effective for annual periods beginning after December 15, 2021.
+Added: We adopted such accounting pronouncements on January 1, 2022, which did not have a material impact to our financial statement disclosures.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Business Combinations
+Added: Merger and the AHI Acquisition
+Added: As discussed in Note 1, Organization and Description of Business, on October 1, 2021, pursuant to the Merger Agreement, we completed the REIT Merger and Partnership Merger.
+Added: At the effective time of the REIT Merger, each issued and outstanding share of GAHR III’s common stock, $ 0.01 par value per share, converted into the right to receive 0.9266 shares of GAHR IV’s Class I common stock, $ 0.01 par value per share.
+Added: At the effective time of the Partnership Merger, (i) each unit of limited partnership interest in our operating partnership outstanding as of immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive 0.9266 of a Partnership Class I Unit, as defined in the agreement of limited partnership, as amended, of the surviving partnership and (ii) each unit of limited partnership interest in GAHR IV Operating Partnership outstanding as of immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive one unit of limited partnership interest of the surviving partnership of like class.
+Added: Additionally, on October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger, and pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the surviving partnership, including its interest in GAHR III Advisor and GAHR IV Advisor, and Griffin Capital contributed its ownership interest in GAHR III Advisor and GAHR IV Advisor to the surviving partnership.
+Added: In exchange for their contributions, the surviving partnership issued surviving partnership OP units to the NewCo Sellers.
+Added: Purchase Consideration
+Added: The fair value of the purchase consideration transferred was calculated as follows:
+Added: Deemed equity consideration (1) $ 768,075,000
+Added: Consideration for acquisition of noncontrolling interest (2) ( 53,300,000 )
+Added: Repurchase of GAHR IV Class T common stock 192,000
+Added: Total purchase consideration $ 714,967,000
+Added: ________________
+Added: (1) Represents the fair value of GAHR III common stock that is deemed to be issued for accounting purposes only.
+Added: The fair value of the purchase consideration is calculated based on 88,183,065 shares of common stock deemed to be issued by GAHR III at the fair value per share of $ 8.71 .
+Added: (2) Represents the fair value of additional interest acquired in GAHR III’s subsidiary, Trilogy REIT Holdings, LLC, or Trilogy.
+Added: The acquisition of additional interest in Trilogy is accounted for separately from the REIT Merger in accordance with ASC Topic 810, Consolidation , or ASC Topic 810.
+Added: See Note 14, Equity — Noncontrolling Interests in Total Equity, for a discussion of the Trilogy Transaction.
+Added: AHI Acquisition
+Added: The fair value of the purchase consideration transferred was calculated as follows:
+Added: Equity consideration (1) $ 131,674,000
+Added: Post-closing cash payment to NewCo Sellers related to net working capital adjustments 73,000
+Added: Contingent consideration (2) —
+Added: Total purchase consideration
+Added: $ 131,747,000
+Added: ________________
+Added: (1) Represents the estimated fair value of the 15,117,529 surviving partnership OP units issued as consideration, with a reference value for purposes thereof of $ 8.71 per unit.
+Added: The issuance of surviving partnership OP units was accounted for separately from the AHI Acquisition.
+Added: (2) Represents the estimated fair value of contingent consideration based on the performance of a possible private investment fund under consideration by AHI.
+Added: As of the acquisition date, we have no definitive plans to establish the investment fund and therefore the fair value of contingent consideration was estimated to be $ 0 .
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Purchase Price Allocation
+Added: The following table sets forth the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date of GAHR IV, as well as the fair value at the acquisition date of the noncontrolling interests in GAHR IV:
+Added: Real estate investments $ 1,126,641,000
+Added: Cash and cash equivalents 16,163,000
+Added: Accounts and other receivables, net 2,086,000
+Added: Restricted cash 986,000
+Added: Identified intangible assets 115,824,000
+Added: Operating lease right-of-use assets 11,939,000
+Added: Other assets 3,938,000
+Added: Total assets 1,277,577,000
+Added: Mortgage loans payable, net ( 18,602,000 )
+Added: Lines of credit and term loans ( 488,900,000 )
+Added: Accounts payable and accrued liabilities ( 21,882,000 )
+Added: Accounts payable due to affiliates ( 324,000 )
+Added: Identified intangible liabilities ( 12,927,000 )
+Added: Operating lease liabilities ( 7,568,000 )
+Added: Security deposits, prepaid rent and other liabilities ( 8,354,000 )
+Added: Total liabilities ( 558,557,000 )
+Added: Total net identifiable assets acquired 719,020,000
+Added: Redeemable noncontrolling interests ( 2,525,000 )
+Added: Noncontrolling interest in total equity ( 1,528,000 )
+Added: Total purchase consideration $ 714,967,000
+Added: AHI Acquisition
+Added: The following table sets forth the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date:
+Added: Cash and cash equivalents $ 706,000
+Added: Operating lease right-of-use assets 3,526,000
+Added: Other assets 362,000
+Added: Total assets 4,594,000
+Added: Accounts payable and accrued liabilities ( 3,910,000 )
+Added: Operating lease liabilities ( 3,526,000 )
+Added: Total liabilities ( 7,436,000 )
+Added: Net identifiable liabilities assumed ( 2,842,000 )
+Added: Goodwill 134,589,000
+Added: Total purchase consideration $ 131,747,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Acquisition-related Costs
+Added: The Merger and the AHI Acquisition were accounted for as business combinations and as a result, acquisition-related costs incurred in connection with these transactions of $ 12,873,000 were expensed and included in business acquisition expenses in our accompanying consolidated statement of operations and comprehensive income (loss).
+Added: Acquisition-related costs of $ 6,753,000 were incurred by GAHR IV in the period before the consummation of the Merger on October 1, 2021 and are therefore not reflected in our accompanying consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021 as GAHR III was the accounting acquiror in the Merger under ASC Topic 805, as further explained above.
+Added: Fair Value of Noncontrolling Interests
+Added: The fair value of the redeemable and nonredeemable noncontrolling interest in GAHR IV was estimated by applying the income approach based on a discounted cash flow analysis.
+Added: This fair value measurement is based on significant inputs not observable in the market.
+Added: The key assumptions applied in the income approach include the estimates of stabilized occupancy, market rents, capitalization rates, and discount rates.
+Added: AHI Acquisition — Goodwill
+Added: In connection with the AHI Acquisition, we recorded goodwill of $ 134,589,000 as a result of the consideration exceeding the fair value of the net assets acquired and liabilities assumed.
+Added: Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized.
+Added: Goodwill recognized in this transaction is not deductible for tax purposes.
+Added: There has been no change to the carrying values of goodwill since the acquisition date through December 31, 2021.
+Added: The table below represents the allocation of goodwill in connection with the AHI Acquisition to our reporting segments:
+Added: Medical office buildings $ 47,812,000
+Added: Integrated senior health campuses 44,547,000
+Added: SHOP 23,277,000
+Added: Skilled nursing facilities 8,640,000
+Added: Senior housing 5,924,000
+Added: Hospitals 4,389,000
+Added: Total $ 134,589,000
+Added: REIT Merger — Real Estate Investments, Intangible Assets and Intangible Liabilities
+Added: Real estate investments consist of land, building improvements, site improvements, unamortized tenant improvement allowances and unamortized capital improvements.
+Added: Intangibles assets consist of in-place leases, above-market leases and certificates of need.
+Added: We amortize purchased real estate investments and intangible assets on a straight-line basis over their respective useful lives.
+Added: The following tables present the approximate fair value and the weighted-average depreciation and amortization periods of each major type of asset and liability.
+Added: Real Estate Investments Approximate Fair
+Added: Value Estimated
+Added: Land $ 114,525,000 N/A
+Added: Building improvements 930,700,000 39
+Added: Site improvements 33,644,000 7
+Added: Unamortized tenant improvement allowances 42,407,000 6
+Added: Unamortized capital improvements 5,365,000 11
+Added: Total real estate investments $ 1,126,641,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Intangible Assets Approximate Fair
+Added: Value Estimated
+Added: In-place leases $ 79,887,000 6
+Added: Above-market leases 35,606,000 10
+Added: Certificates of need 331,000 N/A
+Added: Total identified intangible assets $ 115,824,000
+Added: Intangible Liabilities Approximate Fair
+Added: Value Estimated
+Added: Below-market leases $ 12,927,000 10
+Added: The fair values of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interests, on October 1, 2021 were preliminary estimates determined using the cost approach and direct capitalization method under the income approach, and in limited circumstances, the market approach.
+Added: Any necessary adjustments will be finalized within one year from the date of acquisition.
+Added: Pro Forma Financial Information (Unaudited)
+Added: The following unaudited pro forma operating information is presented as if the Merger and the AHI Acquisition occurred on January 1, 2020.
+Added: Such unaudited pro forma information includes a nonrecurring adjustment to present acquisition related expenses incurred in the year ended December 31, 2021 in the 2020 pro forma results.
+Added: The pro forma results are not necessarily indicative of the operating results that would have been obtained had the Merger and the AHI Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.
+Added: Unaudited pro forma revenue, net loss and net loss attributable to controlling interest would have been as follows:
+Added: Years Ended December 31,
+Added: Revenue $ 1,392,884,000 $ 1,397,261,000
+Added: Net loss $ ( 45,253,000 ) $ ( 17,116,000 )
+Added: Net loss attributable to controlling interest $ ( 35,140,000 ) $ ( 20,642,000 )
Real Estate Investments, Net
Our real estate investments, net consisted of the following as of December 31, 2021 and 2020:
−Removed: Building and improvements $ 884,816,000 $ 836,091,000
−Removed: Land 109,444,000 103,371,000
+Added: Building, improvements and construction in process $ 3,505,786,000 $ 2,379,337,000
+Added: Land and improvements 334,562,000 200,319,000
Furniture, fixtures and equipment 198,224,000 174,994,000
1 unchanged sentence
accumulated depreciation ( 523,886,000 ) ( 424,650,000 )
−Removed: Total $ 921,580,000 $ 895,060,000
+Added: $ 3,514,686,000 $ 2,330,000,000
Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $ 109,036,000 , $ 90,997,000 and $ 90,914,000 , respectively.
−Removed: In addition to the property acquisition transactions discussed below, for the years ended December 31, 2020, 2019 and 2018, we incurred capital expenditures of $ 5,556,000 , $ 4,537,000 and $ 3,643,000 , respectively, for our medical office buildings, $ 1,767,000 , $ 2,505,000 and $ 5,342,000 , respectively, for our senior housing — RIDEA facilities, $ 657,000 , $ 0 and $ 0 , respectively, for our skilled nursing facilities and $ 0 , $ 75,000 and $ 0 , respectively, for our senior housing facilities.
−Removed: During 2020, we committed to a plan to sell two senior housing facilities within our senior housing – RIDEA reporting segment and commenced actively marketing such assets for sale.
−Removed: We determined that the fair values of such facilities less costs to sell were lower than their carrying values.
−Removed: Therefore, we recognized an aggregate impairment charge of $ 3,642,000 for the year ended December 31, 2020, which reduced the total aggregate carrying value of such assets to $ 6,415,000 .
−Removed: The carrying values of such senior housing — RIDEA facilities were reclassified to properties held for sale, which are included in other assets, net in our accompanying consolidated balance sheets.
−Removed: The fair values of such facilities were determined by the sales price from an executed purchase and sales agreement with a third-party buyer, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy.
−Removed: We did no t recognize impairment charges on long-lived assets for the years ended December 31, 2019 and 2018.
−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 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: In December 2020, we paid an earn-out of $ 360,000 in connection with Catalina Madera ALF, originally purchased in January 2020, which we capitalized and included in real estate investments, net in our accompanying consolidated balance sheets.
−Removed: Such amount was paid upon the condition being met for achievement of a certain financial metric.
−Removed: In addition, we paid our advisor a base acquisition fee of $ 8,000 , or 2.25 % of the earn-out amount.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: In addition to the acquisitions and dispositions discussed below, for the years ended December 31, 2021, 2020 and 2019, we incurred capital expenditures of $ 62,596,000 , $ 111,286,000 and $ 93,485,000 , respectively, for our integrated senior health campuses, $ 21,605,000 , $ 17,854,000 and $ 16,571,000 , respectively, for our medical office buildings, $ 3,539,000 , $ 1,232,000 and $ 2,015,000 , respectively, for our SHOP, $ 31,000 , $ 0 and $ 1,954,000 , respectively, for our skilled nursing facilities and $ 0 , $ 47,000 and $ 53,000 , respectively, for our hospitals.
+Added: We did no t incur any capital expenditures for our senior housing facilities for the years ended December 31, 2021, 2020 and 2019.
+Added: Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses.
+Added: For the year ended December 31, 2021, we completed the development of three properties for $ 50,435,000 and incurred $ 22,720,000 to expand two of our existing integrated senior health campuses.
+Added: We also exercised our right to
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Acquisitions in 2020
−Removed: For the year ended December 31, 2020, using cash on hand and debt financing, we completed the acquisition of seven buildings from unaffiliated third parties.
−Removed: The following is a summary of our property acquisitions for the year ended December 31, 2020:
−Removed: Acquisition Location Type Date
+Added: purchase a leased property that cost $ 11,004,000 .
+Added: For the year ended December 31, 2020, we completed the development of six integrated senior health campuses for $ 64,409,000 and incurred $ 2,573,000 to expand two of our existing integrated senior health campuses.
+Added: For the year ended December 31, 2019, we completed the development of two integrated senior health campuses for $ 25,087,000 .
+Added: For the year ended December 31, 2021, we determined that one medical office building was impaired and recognized an impairment charge of $ 3,335,000 , which reduced the carrying value of such asset to $ 2,880,000 .
+Added: The fair value of such property was determined by the sales price from an executed purchase and sale agreement with third-party buyer, and adjusted for anticipated selling costs, which was considered a Level 2 measurement within the fair value hierarchy.
+Added: We disposed of such impaired medical office building in July 2021 for a contract sales price of $ 3,000,000 and recognized a net gain on sale of $ 346,000 .
+Added: For the year ended December 31, 2020, we determined that one skilled nursing facility and one medical office building were impaired and recognized an aggregate impairment charge of $ 8,350,000 , which reduced the total carrying value of such assets to $ 4,256,000 .
+Added: The fair values of such properties were determined by the sales price from executed purchase and sales agreements with third-party buyers, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy.
+Added: We disposed of such impaired medical office building in July 2020 for a contract sales price of $ 3,500,000 and recognized a net gain on sale of $ 15,000 .
+Added: As of December 31, 2020, the remaining $ 1,056,000 carrying value of such skilled nursing facility was classified in properties held for sale, and we subsequently disposed of such property in February 2021 for a contract sales price of $ 1,300,000 and recognized a net loss on sale of $ 332,000 .
+Added: No impairment charges were recognized on our properties for the year ended December 31, 2019.
+Added: For the year ended December 31, 2019, we did no t dispose of any long-lived assets.
+Added: Acquisitions of Real Estate Investments
+Added: For the years ended December 31, 2021, 2020 and 2019, with the exception of the Merger and the AHI Acquisition, all of our acquisitions of real estate investments were determined to be asset acquisitions.
+Added: Below is a summary of such property acquisitions by year, including our acquisition of previously leased real estate investments.
+Added: On October 1, 2021, we completed the Merger and the AHI Acquisition and accounted for such transactions as business combinations under ASC Topic 805.
+Added: See Note 3, Business Combinations — Merger and the AHI Acquisition, for a further discussion.
+Added: 2021 Acquisitions of Real Estate Investments
+Added: For the year ended December 31, 2021, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of acquisition, acquired a portfolio of six previously leased real estate investments located in Indiana and Ohio.
+Added: The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment:
+Added: Location Date
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 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: For the year ended December 31, 2020, we accounted for our property acquisitions completed as asset acquisitions.
−Removed: We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 2,545,000 .
−Removed: The following table summarizes the purchase price of the assets acquired at the time of acquisition based on their relative fair values:
+Added: Purchase Price Mortgage
+Added: Loan Payable(1) Acquisition
+Added: Kendallville, IN;
+Added: and Delphos, Lima, Springfield, Sylvania and Union Township, OH 01/19/21 $ 76,549,000 $ 78,587,000 $ 1,164,000
+Added: (1) Represents the principal balance of the mortgage loan payable placed on the properties at the time of acquisition.
+Added: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest in the Trilogy subsidiary that acquired the properties.
+Added: Prior to the Merger on October 1, 2021, we, through a majority-owned subsidiary of Trilogy, acquired land in Indiana and Ohio for an aggregate contract purchase price of $ 1,459,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of each land parcel attributed to our ownership interest.
+Added: On October 15, 2021, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $ 249,000 plus closing costs.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: For the year ended December 31, 2021, we incurred and capitalized acquisition fees and direct acquisition related expenses of $ 1,855,000 for the property acquisitions described above.
+Added: The following table summarizes the purchase price of such assets acquired at the time of acquisition, adjusted for $ 57,647,000 operating lease right-of-use assets and $ 54,564,000 operating lease liabilities, and based on their relative fair values:
Building and improvements $ 66,167,000
Land 17,612,000
−Removed: In-place leases 8,974,000
−Removed: Furniture, fixtures and equipment 854,000
Total assets acquired $ 83,779,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Acquisitions in 2019
−Removed: For the year ended December 31, 2019, using net proceeds from our initial offering and debt financing, we completed the acquisition of 18 buildings from unaffiliated third parties.
−Removed: The following is a summary of our property acquisitions for the year ended December 31, 2019:
−Removed: Acquisition(1) Location Type Date
+Added: In July 2021, we, through a majority-owned subsidiary of Trilogy, sold an integrated senior health campus, or the Sold Property, to an unaffiliated third party, or the Buyer, and leased it back, while retaining control of the Sold Property.
+Added: This transaction did not meet the criteria for a sale and leaseback under GAAP.
+Added: The lease agreement includes a finance obligation with a present value of $ 15,504,000 representing our obligation to purchase the Sold Property between 2028 and 2029.
+Added: Simultaneously, we, through a majority-owned subsidiary of Trilogy, purchased a previously leased integrated senior health campus, or the Purchased Property, from the Buyer which was in exchange for the Sold Property.
+Added: No cash consideration was exchanged as part of the transactions explained above.
+Added: As of December 31, 2021, the carrying value of the Purchased Property of $ 14,807,000 was recorded to real estate investments, net, in our accompanying consolidated balance sheet and the carrying value of the finance obligation of $ 15,504,000 was recorded to financing obligations in our accompanying consolidated balance sheet.
+Added: 2020 Acquisitions of Real Estate Investments
+Added: For the year ended December 31, 2020, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of property acquisition, acquired two previously leased real estate investments located in Indiana and Kentucky.
+Added: The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment:
+Added: Location Date
Acquired Contract
−Removed: Price Mortgage
−Removed: Credit(3) Total
−Removed: Medical Office 03/05/19 $ 10,600,000 $ — $ — $ 477,000
−Removed: West Des Moines SNF
−Removed: West Des Moines, IA
−Removed: Skilled Nursing 03/24/19 7,000,000 — — 315,000
−Removed: Great Nord MOB Portfolio
−Removed: Tinley Park, IL;
−Removed: Chesterton and Crown Point, IN;
−Removed: and Plymouth, MN
−Removed: Medical Office 04/08/19 44,000,000 — 15,000,000 1,011,000
−Removed: Michigan ALF Portfolio(5)
−Removed: Grand Rapids, MI Senior Housing 05/01/19 14,000,000 10,493,000 3,500,000 315,000
−Removed: Overland Park MOB
−Removed: Overland Park, KS
−Removed: Medical Office 08/05/19 28,350,000 — 28,700,000 638,000
−Removed: Blue Badger MOB
−Removed: Marysville, OH
−Removed: Medical Office 08/09/19 13,650,000 — 12,000,000 307,000
−Removed: Bloomington MOB
−Removed: Bloomington, IL
−Removed: Medical Office 08/13/19 18,200,000 — 17,400,000 409,000
−Removed: Medical Office 08/15/19 8,700,000 — 8,600,000 196,000
−Removed: Haverhill MOB
−Removed: Haverhill, MA
−Removed: Medical Office 08/27/19 15,500,000 — 15,450,000 349,000
−Removed: Medical Office 10/30/19 10,000,000 — 9,950,000 225,000
−Removed: Colorado Foothills MOB Portfolio
−Removed: Arvada, Centennial and Colorado Springs, CO
−Removed: Medical Office 11/19/19 31,200,000 — 30,500,000 702,000
−Removed: $ 201,200,000 $ 10,493,000 $ 141,100,000 $ 4,944,000
−Removed: (1) We own 100 % of our properties acquired for the year ended December 31, 2019.
−Removed: (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
−Removed: (3) Represents a borrowing under the 2018 Credit Facility at the time of acquisition.
−Removed: (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25 % of the contract purchase price paid by us.
−Removed: In addition, the total acquisition fee may include a Contingent Advisor Payment, as defined in Note 13, Related Party Transactions, up to 2.25 % of the contract purchase price paid by us.
−Removed: See Note 13, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion.
−Removed: (5) We added three buildings to our existing Michigan ALF Portfolio.
−Removed: The other six buildings in the Michigan ALF Portfolio were acquired in December 2018.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: For the year ended December 31, 2019, we accounted for our property acquisitions completed as asset acquisitions.
−Removed: We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 6,461,000 .
−Removed: In addition, we incurred Contingent Advisor Payments of $ 418,000 to our advisor for certain property acquisitions.
−Removed: The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition based on their relative fair values:
+Added: Purchase Price Line of Credit(1) Acquisition
+Added: Monticello, IN 07/30/20 $ 10,600,000 $ 13,200,000 $ 161,000
+Added: Louisville, KY 07/30/20 16,719,000 15,055,000 254,000
+Added: Total $ 27,319,000 $ 28,255,000 $ 415,000
+Added: (1) Represents borrowings under the 2019 Trilogy Credit Facility, as defined in Note 9, Lines of Credit and Term Loans, at the time of acquisition.
+Added: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest at the time of acquisition in the Trilogy subsidiary that acquired the properties.
+Added: In addition to the property acquisitions discussed above, for the year ended December 31, 2020, we, through a majority-owned subsidiary of Trilogy, acquired land in Ohio for an aggregate contract purchase price of $ 2,833,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of such land parcel attributed to our ownership interest.
+Added: For the year ended December 31, 2020, we incurred and capitalized closing costs and direct acquisition related expenses of $ 709,000 for the property acquisitions described above.
+Added: The following table summarizes the purchase price of the assets acquired at the time of acquisition, adjusted for $ 14,281,000 of operating lease right-of-use assets and $ 15,530,000 of operating lease liabilities, and based on their relative fair values:
Building and improvements $ 26,311,000
−Removed: $ 164,084,000
Land 4,563,000
−Removed: In-place leases 21,393,000
−Removed: Above-market leases 2,578,000
−Removed: Right-of-use asset
Total assets acquired $ 30,874,000
−Removed: Mortgage loan payable (including debt discount of $ 758,000 )
−Removed: ( 9,735,000 )
−Removed: Below-market leases ( 874,000 )
−Removed: Operating lease liability
−Removed: ( 4,489,000 )
−Removed: Total liabilities assumed
−Removed: ( 15,098,000 )
−Removed: Net assets acquired
−Removed: $ 196,376,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Acquisitions in 2018
−Removed: For the year ended December 31, 2018, using net proceeds from our initial offering and debt financing, we completed the acquisition of 29 buildings from unaffiliated third parties.
−Removed: The following is a summary of our property acquisitions for the year ended December 31, 2018:
+Added: 2019 Acquisitions of Real Estate Investments
+Added: For the year ended December 31, 2019, using cash on hand and debt financing, we completed the acquisition of two buildings from unaffiliated third parties.
+Added: The following is a summary of such property acquisitions:
Acquisition Location Type Date
Acquired Contract
−Removed: Price Mortgage
−Removed: Credit(3) Total
−Removed: Central Wisconsin Senior Care Portfolio
−Removed: Sun Prairie and Waunakee, WI
−Removed: Skilled Nursing 03/01/18 $ 22,600,000 $ — $ 22,600,000 $ 1,018,000
−Removed: Sauk Prairie MOB
−Removed: Prairie du Sac, WI
−Removed: Medical Office 04/09/18 19,500,000 — 19,500,000 878,000
−Removed: Medical Office 04/27/18 11,650,000 — 8,000,000 524,000
−Removed: Southfield MOB
−Removed: Southfield, MI
−Removed: Medical Office 05/11/18 16,200,000 6,071,000 10,000,000 728,000
−Removed: Pinnacle Beaumont ALF(5)
−Removed: Senior Housing — RIDEA 07/01/18 19,500,000 — 19,400,000 868,000
−Removed: Grand Junction MOB
−Removed: Grand Junction, CO
−Removed: Medical Office 07/06/18 31,500,000 — 31,400,000 1,418,000
−Removed: Medical Office 07/30/18 23,500,000 — 22,000,000 1,058,000
−Removed: Pinnacle Warrenton ALF(5)
−Removed: Warrenton, MO
−Removed: Senior Housing — RIDEA 08/01/18 8,100,000 — 8,100,000 360,000
−Removed: Medical Office 08/13/18 7,600,000 — 7,000,000 342,000
−Removed: Missouri SNF Portfolio
−Removed: Florissant, Kansas City, Milan, Moberly, Salisbury, Sedalia, St.
−Removed: Elizabeth and Trenton, MO
−Removed: Skilled Nursing 09/28/18 88,200,000 — 87,000,000 3,970,000
−Removed: Flemington MOB Portfolio
−Removed: Flemington, NJ
−Removed: Medical Office 11/29/18 16,950,000 — 15,500,000 763,000
−Removed: Lawrenceville MOB II
−Removed: Lawrenceville, GA
−Removed: Medical Office 12/19/18 9,999,000 — 10,100,000 450,000
−Removed: Mill Creek MOB
−Removed: Mill Creek, WA
−Removed: Medical Office 12/21/18 8,250,000 — 6,200,000 371,000
−Removed: Medical Office 12/28/18 16,000,000 — 15,400,000 720,000
−Removed: Michigan ALF Portfolio
−Removed: Grand Rapids, Holland, Howell, Lansing and Wyoming, MI
−Removed: Senior Housing 12/28/18 56,000,000 — 53,400,000 2,520,000
+Added: Purchase Price Line of Credit Acquisition
+Added: North Carolina ALF Portfolio(1) Garner, NC SHOP 03/27/19 $ 15,000,000 $ 15,000,000 $ 338,000
+Added: The Cloister at Silvercrest(2) New Albany, IN Integrated Senior Health Campus 10/01/19 750,000 — 11,000
$ 15,750,000 $ 15,000,000 $ 349,000
−Removed: (1) We own 100 % of our properties acquired in 2018, with the exception of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
−Removed: (2) Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
−Removed: (3) Represents a borrowing under the 2016 Credit Facility or 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans, at the time of acquisition.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: (4) Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25 % of the portion of the aggregate contract purchase price paid by us.
−Removed: In addition, the total acquisition fee includes a Contingent Advisor Payment.
−Removed: (5) On July 1, 2018 and August 1, 2018, we completed the acquisitions of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, respectively, pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, or Meridian, an unaffiliated third party.
−Removed: Our ownership of the joint venture is approximately 98.0 %.
−Removed: For the year ended December 31, 2018, we accounted for our property acquisitions completed as asset acquisitions.
−Removed: We incurred and capitalized base acquisition fees and direct acquisition related expenses of $ 13,021,000 .
−Removed: In addition, we incurred Contingent Advisor Payments of $ 7,994,000 to our advisor for such property acquisitions.
−Removed: The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition based on their relative fair values:
+Added: (1) We own 100 % of our property acquired, which we added to our existing North Carolina ALF Portfolio.
+Added: The other six buildings in North Carolina ALF Portfolio were acquired between January 2015 and August 2018.
+Added: We borrowed under the 2019 Credit Facility, as defined in Note 9, Lines of Credit and Term Loans, at the time of acquisition.
+Added: Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, and acquisition fee of 2.25 % of the contract purchase price of such property.
+Added: (2) We, through a majority-owned subsidiary of Trilogy, of which we owned 67.7 % at the time of such property acquisition, acquired such property using using cash on hand.
+Added: Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25 % of the portion of the contract purchase price of the property attributed to our ownership interest in the Trilogy subsidiary that acquired the property.
+Added: In addition to the property acquisitions discussed above, for the year ended December 31, 2019, we, through a majority-owned subsidiary of Trilogy, acquired land in Ohio and Michigan for an aggregate contract purchase price of $ 4,806,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of each land parcel attributed to our ownership interest at the time of acquisition.
+Added: 2019 Acquisition of Previously Leased Real Estate Investments
+Added: For the year ended December 31, 2019, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of property acquisition, acquired one previously leased real estate investment located in Indiana.
+Added: The following is a summary of such property acquisition, which is included in our integrated senior health campuses segment:
+Added: Locations Date
+Added: Acquired Contract
+Added: Purchase Price Line of Credit(1) Acquisition
+Added: Corydon, IN 09/05/19 $ 14,082,000 $ 14,114,000 $ 215,000
+Added: (1) Represents a borrowing under the 2019 Trilogy Credit Facility, at the time of acquisition.
+Added: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25 % of the portion of the contract purchase price of the property attributed to our ownership interest at the time of acquisition in the Trilogy subsidiary that acquired the property.
+Added: For the year ended December 31, 2019, we incurred and capitalized closing costs and direct acquisition related expenses of $ 836,000 for the property acquisition described above.
+Added: The following table summarizes the purchase price of the assets acquired at the time of acquisition, adjusted for $ 13,052,000 of operating lease right-of-use assets and $ 12,599,000 of operating lease liabilities, and based on their relative fair values:
Building and improvements $ 23,834,000
−Removed: $ 289,830,000
Land 8,496,000
−Removed: Furniture, fixtures and equipment 79,000
In-place leases 3,596,000
−Removed: Certificates of need 348,000
−Removed: Leasehold interests 93,000
−Removed: Above-market leases 200,000
Total assets acquired $ 35,926,000
−Removed: Mortgage loan payable (including debt discount of $ 263,000 )
−Removed: ( 5,808,000 )
−Removed: Below-market leases ( 269,000 )
−Removed: Total liabilities assumed
−Removed: ( 6,077,000 )
−Removed: Net assets acquired
−Removed: $ 360,790,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Debt Security Investment, Net
+Added: On October 15, 2015, we acquired a commercial mortgage-backed debt security, or debt security, from an unaffiliated third party.
+Added: The debt security bears an interest rate on the stated principal amount thereof equal to 4.24 % per annum, the terms of which security provide for monthly interest-only payments.
+Added: The debt security matures on August 25, 2025 at a stated amount of $ 93,433,000 , resulting in an anticipated yield-to-maturity of 10.0 % per annum.
+Added: The debt security was issued by an unaffiliated mortgage trust and represents a 10.0 % beneficial ownership interest in such mortgage trust.
+Added: The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity.
+Added: As of December 31, 2021 and 2020, the carrying amount of the debt security investment was $ 79,315,000 and $ 75,851,000 , respectively, net of unamortized closing costs of $ 1,004,000 and $ 1,205,000 , respectively.
+Added: Accretion on the debt security for the years ended December 31, 2021, 2020 and 2019 was $ 3,665,000 , $ 3,304,000 and $ 2,987,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Amortization expense of closing costs for the years ended December 31, 2021, 2020 and 2019 was $ 201,000 , $ 170,000 and $ 143,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss.
+Added: No credit loss was recorded for the years ended December 31, 2021 and 2020.
Identified Intangible Assets, Net
5 unchanged sentences
35,106,000 1,032,000
+Added: Customer relationships, net of accumulated amortization of $ 635,000 and $ 486,000 as of December 31, 2021 and 2020, respectively (with a weighted average remaining life of 14.7 years and 15.7 years as of December 31, 2021 and 2020, respectively)
+Added: 2,205,000 2,354,000
+Added: Internally developed technology and software, net of accumulated amortization of $ 399,000 and $ 305,000 as of December 31, 2021 and 2020, respectively (with a weighted average remaining life of 0.7 years and 1.7 years as of December 31, 2021 and 2020, respectively)
+Added: 70,000 165,000
Unamortized intangible assets:
Certificates of need 99,165,000 96,589,000
−Removed: Total $ 64,101,000 $ 74,023,000
−Removed: Amortization expense on identified intangible assets for the years ended December 31, 2020, 2019 and 2018 was $ 18,897,000 , $ 18,384,000 and $ 16,180,000 , respectively, which included $ 438,000 , $ 310,000 and $ 208,000 , respectively, of amortization recorded against real estate revenue for above-market leases in our accompanying consolidated statements of operations.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Trade names 30,787,000 30,787,000
+Added: $ 248,871,000 $ 154,687,000
+Added: Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $ 22,460,000 , $ 6,678,000 and $ 19,973,000 , respectively, which included $ 1,349,000 , $ 420,000 and $ 607,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
7 unchanged sentences
Thereafter 45,102,000
−Removed: Total $ 63,753,000
+Added: $ 118,919,000
Other Assets, Net
Other assets, net consisted of the following as of December 31, 2021 and 2020:
−Removed: Investment in unconsolidated entity $ 46,653,000 $ 47,016,000
Deferred rent receivables $ 41,061,000 $ 38,918,000
−Removed: Prepaid expenses, deposits and other assets 9,028,000 2,380,000
+Added: Prepaid expenses, deposits, other assets and deferred tax assets, net 22,484,000 16,618,000
+Added: 18,929,000 24,669,000
Lease commissions, net of accumulated amortization of $ 4,911,000 and $ 3,413,000 as of December 31, 2021 and 2020, respectively
16,120,000 11,309,000
+Added: Investments in unconsolidated entities 15,615,000 16,469,000
Deferred financing costs, net of accumulated amortization of $ 8,469,000 and $ 5,700,000 as of December 31, 2021 and 2020, respectively(1)
3,781,000 6,864,000
−Removed: Total $ 72,199,000 $ 62,620,000
−Removed: (1) Deferred financing costs only include costs related to our line of credit and term loans.
−Removed: Amortization expense on deferred financing costs of our line of credit and term loans for the years ended December 31, 2020, 2019 and 2018 was $ 1,880,000 , $ 2,028,000 and $ 1,000,000 , respectively, which is recorded to interest expense in our accompanying consolidated statements of operations.
−Removed: See Note 7, Line of Credit and Term Loans, for a further discussion.
−Removed: Investment in unconsolidated entity represents our purchase of 6.0 % of the total membership interests of Trilogy REIT Holdings, LLC, or the Trilogy Joint Venture, from unaffiliated third parties on October 1, 2018 for $ 48,000,000 in cash, based on an estimated gross enterprise value of $ 93,154,000 consisting of our equity investment and a calculated share of the debt of the Trilogy Joint Venture based on our ownership interest.
−Removed: The Trilogy Joint Venture, through an approximately 96.7 % owned subsidiary, owns and operates purpose-built integrated senior health campuses, including skilled nursing facilities and assisted living facilities, located across several states, as well as certain ancillary businesses.
−Removed: In addition to our membership interests, the Trilogy Joint Venture is 70.0 % indirectly owned by Griffin-American Healthcare REIT III, Inc., or GAHR III, and the remaining 24.0 % is indirectly owned by NorthStar Healthcare Income, Inc.
−Removed: GAHR III, through a wholly owned subsidiary, serves as the manager of the Trilogy Joint Venture and both GAHR III and us are sponsored by American Healthcare Investors.
−Removed: In connection with the purchase of the Trilogy Joint Venture membership interests, we paid to our advisor a base acquisition fee of approximately $ 2,096,000 , or 2.25 % of the estimated gross enterprise value of the Trilogy Joint Venture membership interests acquired by us.
−Removed: Additionally, we paid a Contingent Advisor Payment of approximately $ 2,096,000 , or 2.25 % of the estimated gross enterprise value of the Trilogy Joint Venture membership interests acquired by us.
−Removed: As of December 31, 2020 and 2019, the unamortized basis difference of our joint venture investment in an unconsolidated entity of $ 16,791,000 and $ 17,248,000 , respectively, is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the entity.
−Removed: This difference is being amortized over the remaining useful life of the related assets and included in income or loss from unconsolidated entity in our accompanying consolidated statements of operations.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Lease inducement, net of accumulated amortization of $ 1,842,000 and $ 1,491,000 as of December 31, 2021 and 2020, respectively (with a weighted average remaining life of 8.9 years and 9.9 years as of December 31, 2021 and 2020, respectively)
+Added: 3,158,000 3,509,000
+Added: $ 121,148,000 $ 118,356,000
+Added: (1) Deferred financing costs only include costs related to our lines of credit and term loans.
+Added: See Note 9, Lines of Credit and Term Loans.
+Added: Amortization expense on deferred financing costs of our lines of credit and term loans for the years ended December 31, 2021, 2020 and 2019 was $ 4,261,000 , $ 3,559,000 and $ 3,664,000 , respectively, and is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: For the year ended December 31, 2021, such amount included the $ 230,000 write-off of unamortized deferred financing fees in connection with the termination of the 2019 Credit Facility term loan as discussed in Note 9, Lines of Credit and Term Loans.
+Added: Amortization expense on lease inducement for the years ended December 31, 2021, 2020 and 2019 was $ 351,000 , $ 351,000 and $ 351,000 , respectively, and is recorded against real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1 unchanged sentence
As of December 31, 2021 and 2020, mortgage loans payable were $ 1,116,216,000 ($ 1,095,594,000 , net of discount/premium and deferred financing costs) and $ 834,026,000 ($ 810,478,000 , net of discount/premium and deferred financing costs), respectively.
−Removed: As of December 31, 2020, we had three fixed-rate mortgage loans with interest rates ranging from 3.67 % to 5.25 % per annum, maturity dates ranging from April 1, 2025 to February 1, 2051 and a weighted average effective interest rate of 3.93 %.
−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 %.
−Removed: 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.
−Removed: We did not incur any prepayment penalties or fees in connection with such payoff.
+Added: As of December 31, 2021, we had 66 fixed-rate mortgage loans payable and 12 variable-rate mortgage loans payable with effective interest rates ranging from 2.21 % to 5.25 % per annum based on interest rates in effect as of December 31, 2021 and a weighted average effective interest rate of 3.21 %.
+Added: As of December 31, 2020, we had 62 fixed-rate mortgage loans payable and 10 variable-rate mortgage loans payable with effective interest rates ranging from 2.21 % to 5.23 % per annum based on interest rates in effect as of December 31, 2020 and a weighted average effective interest rate of 3.58 %.
+Added: We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios.
+Added: Mortgage loans payable, net consisted of the following as of December 31, 2021 and 2020:
+Added: Total fixed-rate debt $ 845,504,000 $ 742,686,000
+Added: Total variable-rate debt 270,712,000 91,340,000
+Added: Total fixed- and variable-rate debt 1,116,216,000 834,026,000
+Added: deferred financing costs, net ( 8,680,000 ) ( 10,389,000 )
+Added: premium 397,000 204,000
+Added: discount ( 12,339,000 ) ( 13,363,000 )
+Added: Mortgage loans payable, net $ 1,095,594,000 $ 810,478,000
The following table reflects the changes in the carrying amount of mortgage loans payable, net for the years ended December 31, 2021 and 2020:
+Added: Years Ended December 31,
Beginning balance $ 810,478,000 $ 792,870,000
−Removed: Assumption of mortgage loan payable, net — 9,735,000
+Added: Assumed mortgage loans in the Merger(1) 18,602,000 —
+Added: Borrowings under mortgage loans payable 407,939,000 92,399,000
Amortization of deferred financing costs 4,077,000 796,000
−Removed: 40,000 78,000
Amortization of discount/premium on mortgage loans payable 773,000 826,000
−Removed: 49,000 41,000
Scheduled principal payments on mortgage loans payable ( 34,616,000 ) ( 71,990,000 )
−Removed: ( 8,332,000 ) ( 650,000 )
+Added: Early payoff of mortgage loans payable ( 109,424,000 ) ( 2,601,000 )
Deferred financing costs ( 2,235,000 ) ( 1,822,000 )
Ending balance $ 1,095,594,000 $ 810,478,000
+Added: (1) On October 1, 2021, as a result of the Merger, we recognized the aggregate fair value of three fixed-rate mortgage loans of $ 18,602,000 , which consisted of the assumed aggregate principal balance of $ 18,291,000 and a total premium of $ 311,000 .
+Added: The assumed mortgage loans carry 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 3.91 %.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: For the year ended December 31, 2021, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,425,000 , which is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Such loss was primarily related to the write-off of unamortized deferred financing costs of 10 mortgage loans payable that we refinanced on January 29, 2021 and one mortgage loan payable that we refinanced on December 1, 2021 that were due to mature in 2053 and 2049, respectively.
+Added: For the year ended December 31, 2020, we did not incur any gain or loss on the extinguishment of mortgage loans payable.
+Added: For the year ended December 31, 2019, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,182,000 , which is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Such losses were primarily related to the write-off of unamortized debt discounts and prepayment penalties on two mortgage loans payable that were due to mature in November 2047 and April 2049.
As of December 31, 2021, the principal payments due on our mortgage loans payable for each of the next five years ending December 31 and thereafter were as follows:
1 unchanged sentence
2023 119,356,000
+Added: 2024 164,542,000
+Added: 2025 40,553,000
+Added: 2026 154,600,000
Thereafter 511,479,000
−Removed: Total $ 18,766,000
−Removed: Line of Credit and Term Loans
+Added: $ 1,116,216,000
+Added: Some of our mortgage loan agreements include a standard loan term requiring lender approval for a change of control event, which was triggered upon the closing of the Merger.
+Added: All of our mortgage lenders and loan servicers approved such event, except for the servicers of two of our mortgage loans with an aggregate principal balance of $ 14,229,000 .
+Added: We have been closely working with such servicers to address their requirements to receive final approval;
+Added: however, we have not received notice from such servicers to accelerate our debt obligations.
+Added: Lines of Credit and Term Loans
2018 Credit Facility
−Removed: On August 25, 2016, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the 2016 Credit Agreement, with Bank of America, N.A., or Bank of America, as administrative agent, swing line lender and letters of credit issuer;
−Removed: and KeyBank, National Association, or KeyBank, as syndication agent and letters of credit issuer, to obtain a revolving line of credit with an aggregate maximum principal amount of $ 100,000,000 , or the 2016 Line of Credit, subject to certain terms and conditions.
−Removed: The 2016 Line of Credit would have matured on August 25, 2019.
−Removed: On each of October 31, 2017 and September 28, 2018, we amended the 2016 Credit Agreement.
−Removed: The material terms of such amendments provided for increases in both the revolving line of credit and term loan commitments, which resulted in an aggregate borrowing capacity under the 2016 Line of Credit of $ 350,000,000 .
−Removed: On November 20, 2018, we, through our operating partnership, terminated the 2016 Credit Agreement, as amended, and entered into the 2018 Credit Agreement as described below.
−Removed: We currently do not have any obligations under the 2016 Credit Agreement, as amended.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: In order to accommodate the Merger, we amended GAHR IV and its operating partnership's credit agreement, as amended, or the 2018 Credit Agreement, with Bank of America, N.A., or Bank of America;
+Added: KeyBank, National Association, or KeyBank;
+Added: Citizens Bank, National Association, or Citizens Bank;
+Added: Merrill Lynch, Pierce, Fenner & Smith Incorporated;
+Added: KeyBanc Capital Markets, Inc., or KeyBanc Capital Markets;
+Added: and the lenders named therein, for a credit facility with an aggregate maximum principal amount of $ 530,000,000 , or the 2018 Credit Facility.
+Added: The 2018 Credit Facility consisted 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 have been increased by up to $ 120,000,000 , for a total principal amount of $ 650,000,000 , subject to certain conditions.
+Added: At our option, the 2018 Credit Facility bore interest at per annum rates equal to (a)(i) the Eurodollar Rate, as defined in the 2018 Credit Agreement, plus (ii) a margin ranging from 1.70 % to 2.20 % based on our Consolidated Leverage Ratio, as defined in the 2018 Credit Agreement, or (b)(i) the greater of:
+Added: (1) the prime rate publicly announced by Bank of America (2) the Federal Funds Rate, as defined in the 2018 Credit Agreement, 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: On October 1, 2021, we also entered into a Second Amendment to the 2018 Credit Agreement, or the Amendment, which provided for, among other things, the following:
+Added: (i) revisions to financial covenant calculations to exclude the assets, liabilities and operating performance of Trilogy or any subsidiary thereof;
+Added: (ii) our operating partnership pledging the equity interests in each direct and indirect subsidiary that owns an unencumbered asset;
+Added: (iii) updates regarding restrictions and limitations on certain investments during the remainder of the term of the 2018 Credit Facility;
+Added: and (iv) updates to certain financial covenants to reflect the Combined Company subsequent to the Merger.
+Added: There were no changes to the contractual interest rates as a result of the Amendment.
+Added: The 2018 Credit Facility was due to mature on November 19, 2021;
+Added: however, pursuant to the terms of the 2018 Credit Agreement, at such time we extended the maturity date for an additional 12 months and
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: paid an extension fee of $ 795,000 .
+Added: As of December 31, 2021, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .
+Added: As of December 31, 2021, borrowings outstanding totaled $ 441,900,000 and the weighted average interest rate on such borrowings outstanding was 2.27 % per annum.
+Added: On January 19, 2022, we terminated the 2018 Credit Agreement and entered into the 2022 Credit Agreement, as defined and discussed in Note 22, Subsequent Events — 2022 Credit Facility.
2019 Credit Facility
−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, as administrative agent, swing line lender and letters of credit issuer;
−Removed: 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.
−Removed: 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 December 31, 2020 and 2019, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .
−Removed: As of December 31, 2020 and 2019, borrowings outstanding totaled $ 476,900,000 and $ 396,800,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.12 % and 3.50 %, respectively, per annum.
+Added: On October 1, 2021, upon consummation of the Merger, we, through the surviving partnership, are subject to GAHR III’s credit agreement, as amended, or the 2019 Corporate Credit Agreement, with Bank of America;
+Added: Citizens Bank;
+Added: and a syndicate of other banks, as lenders, for a credit facility with an aggregate maximum principal amount of $ 630,000,000 , or the 2019 Credit Facility.
+Added: The 2019 Credit Facility consisted of a senior unsecured revolving credit facility in an aggregate amount of $ 150,000,000 and a senior unsecured term loan facility in an aggregate amount of $ 480,000,000 .
+Added: The maximum principal amount of the 2019 Credit Facility may have been increased by up to $ 370,000,000 , for a total principal amount of $ 1,000,000,000 , subject to certain conditions.
+Added: On October 1, 2021, upon consummation of the Merger, the previously available $ 150,000,000 senior unsecured revolving credit facility was cancelled and a ratable amendment to certain financial covenants was made to account for the Combined Company.
+Added: As a result, the maximum total principal amount of the 2019 Credit Facility available for increase was reduced to $ 850,000,000 , subject to certain conditions.
+Added: At our option, the 2019 Credit Facility bore interest at per annum rates equal to (a) (i) the Eurodollar Rate, as defined in the 2019 Corporate Credit Agreement, plus (ii) a margin ranging from 1.85 % to 2.80 % based on our Consolidated Leverage Ratio, as defined in the 2019 Corporate Credit Agreement, or (b) (i) the greater of:
+Added: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate, as defined in the 2019 Corporate Credit Agreement, plus 0.50 %, (3) the one-month Eurodollar Rate plus 1.00 %, and (4) 0.00 %, plus (ii) a margin ranging from 0.85 % to 1.80 % based on our Consolidated Leverage Ratio.
+Added: Accrued interest on the 2019 Credit Facility was payable monthly.
+Added: The loans may have been repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
+Added: As of December 31, 2021 and 2020, our aggregate borrowing capacity under the 2019 Credit Facility was $ 480,000,000 and $ 630,000,000 , respectively.
+Added: As of December 31, 2021 and 2020, borrowings outstanding under the 2019 Credit Facility totaled $ 480,000,000 and $ 556,500,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.60 % and 2.70 % per annum, respectively.
+Added: The 2019 Corporate Credit Agreement was due to mature on January 25, 2022.
+Added: On January 19, 2022, we, through our operating partnership, entered into an agreement that amends and restates the 2019 Corporate Credit Agreement in its entirety, or the 2022 Credit Agreement.
+Added: See Note 22, Subsequent Events — 2022 Credit Facility, for a further discussion.
+Added: Trilogy PropCo and OpCo Line of Credit
+Added: In connection with our acquisition of Trilogy on December 1, 2015, we, through Trilogy PropCo Finance, LLC, a Delaware limited liability company and an indirect subsidiary of Trilogy, or Trilogy PropCo Parent, and certain of its subsidiaries, or the Trilogy PropCo Co-Borrowers, entered into a loan agreement, or the Trilogy PropCo Credit Agreement, with KeyBank, as administrative agent;
+Added: Regions Bank, as syndication agent;
+Added: and a syndicate of other banks, as lenders, to obtain a line of credit with an aggregate maximum principal amount of $ 300,000,000 , or the Trilogy PropCo Line of Credit.
+Added: On October 27, 2017, we amended the Trilogy PropCo Credit Agreement, which included a reduction of the total commitment under the Trilogy PropCo Line of Credit from $ 300,000,000 to $ 250,000,000 .
+Added: On March 21, 2016, we, through Trilogy Healthcare Holdings, Inc., a direct subsidiary of Trilogy, and certain of its subsidiaries, or the Trilogy OpCo Borrowers, entered into a credit agreement, or the Trilogy OpCo Credit Agreement, with Wells Fargo Bank, National Association, as administrative agent and lender;
+Added: and a syndicate of other banks, as lenders, to obtain a $ 42,000,000 secured revolving credit facility, or the Trilogy OpCo Line of Credit, as amended on April 2016.
+Added: In April 2018, we further amended the Trilogy OpCo Credit Agreement to reduce the aggregate maximum principal amount to $ 25,000,000 .
+Added: On September 5, 2019, we paid off and terminated the Trilogy OpCo Line of Credit and further amended and restated the Trilogy PropCo Credit Agreement to replace both agreements with the 2019 Trilogy Credit Facility, as described below.
+Added: As a result of the termination of the Trilogy OpCo Credit Agreement, we incurred a loss on extinguishment of $ 786,000 for the year
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: ended December 31, 2019, which is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss) and was primarily related to the write-off of unamortized deferred financing fees.
+Added: The source of funds for the payoff was from the 2019 Trilogy Credit Facility.
+Added: We currently do not have any obligations under the Trilogy OpCo Credit Agreement, as amended.
+Added: 2019 Trilogy Credit Facility
+Added: On October 1, 2021, upon consummation of the Merger, through Trilogy RER, LLC, we are subject to an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC;
+Added: CIT Bank, N.A.;
+Added: Regions Bank;
+Added: KeyBanc Capital Markets, Inc.;
+Added: Regions Capital Markets;
+Added: Bank of America;
+Added: The Huntington National Bank;
+Added: and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility with an aggregate maximum principal amount of $ 360,000,000 , consisting of:
+Added: (i) a $ 325,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $ 35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the 2019 Trilogy Credit Facility.
+Added: The proceeds of the 2019 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes.
+Added: The maximum principal amount of the 2019 Trilogy Credit Facility may be increased by up to $ 140,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions.
+Added: The 2019 Trilogy Credit Facility matures on September 5, 2023 and may be extended for one 12 -month period during the term of the 2019 Trilogy Credit Agreement, subject to the satisfaction of certain conditions, including payment of an extension fee.
+Added: At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) LIBOR, plus 2.75 % for LIBOR Rate Loans, as defined in the 2019 Trilogy Credit Agreement, and (b) for Base Rate Loans, as defined in the 2019 Trilogy Credit Agreement, 1.75 % plus the greater of:
+Added: (i) the fluctuating annual rate of interest announced from time to time by KeyBank as its prime rate, (ii) 0.50 % above the Federal Funds Effective Rate, as defined in the 2019 Trilogy Credit Agreement, and (iii) 1.00 % above the one-month LIBOR.
+Added: As of both December 31, 2021 and 2020, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $ 360,000,000 .
+Added: As of December 31, 2021 and 2020, borrowings outstanding under the 2019 Trilogy Credit Facility totaled $ 304,734,000 and $ 287,134,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.85 % and 2.94 % per annum, respectively.
Derivative Financial Instruments
−Removed: We record derivative financial instruments in our accompanying consolidated balance sheets as either an asset or a liability measured at fair value.
+Added: We use derivative financial instruments to manage interest rate risk associated with variable-rate debt.
+Added: We record such derivative financial instruments in our accompanying consolidated balance sheets as either an asset or a liability measured at fair value.
The following table lists the derivative financial instruments held by us as of December 31, 2021 and 2020, which are included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets:
Instrument Notional Amount Index Interest Rate Maturity Date 2021 2020
−Removed: Swap $ 139,500,000 one month LIBOR 2.49 % 11/19/21 $ ( 2,915,000 ) $ ( 2,441,000 )
−Removed: Swap 58,800,000 one month LIBOR 2.49 % 11/19/21 ( 1,229,000 ) ( 1,029,000 )
+Added: Cap $ 20,000,000 one month LIBOR 3.00 % 09/23/21 $ — $ —
Swap $ 250,000,000 one month LIBOR 2.10 % 01/25/22 ( 332,000 ) ( 5,245,000 )
2 unchanged sentences
$ ( 500,000 ) $ ( 7,877,000 )
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: As of both December 31, 2020 and 2019, none of our derivative financial instruments were designated as hedges as defined by guidance under ASC Topic 815.
+Added: As of December 31, 2021 and 2020, no ne of our derivative financial instruments were designated as hedges as defined by guidance under ASC Topic 815.
Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.
−Removed: For the years ended December 31, 2020 and 2019, we recorded $( 870,000 ) and $( 4,385,000 ), respectively, as an increase to in terest expense in our accompanying consolidated statements of operations related to the change in the fair value of our derivative financial instruments.
−Removed: We did no t have any derivative financial instruments during the year ended December 31, 2018.
+Added: For the years ended December 31, 2021, 2020 and 2019, we recorded a gain (loss) in the fair value of derivative financial instruments of $ 8,200,000 , $( 3,906,000 ) and $( 4,541,000 ), respectively, which is included as a decrease/(increase) to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Included in the gain in the fair value of derivative instruments recognized for the year ended December 31, 2021 is $ 823,000 related to the fair value of an interest rate swap entered into by GAHR IV, which matured on November 19, 2021.
See Note 16, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Identified Intangible Liabilities, Net
As of December 31, 2021 and 2020, identified intangible liabilities, net consisted of below-market leases of $ 12,715,000 and $ 367,000 , respectively, net of accumulated amortization of $ 1,047,000 and $ 834,000 , respectively.
−Removed: Amortization expense on below-market leases for the years ended December 31, 2020, 2019 and 2018 was $ 306,000 , $ 517,000 and $ 380,000 respectively, which was recorded to real estate revenue in our accompanying consolidated statements of operations.
+Added: Amortization expense on below-market leases for the years ended December 31, 2021, 2020 and 2019 was $ 396,000 , $ 296,000 and $ 388,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
The weighted average remaining life of below-market leases was 9.1 years and 2.6 years as of December 31, 2021 and 2020, respectively.
1 unchanged sentence
2022 $ 1,685,000
+Added: 2023 1,623,000
+Added: 2024 1,502,000
+Added: 2025 1,374,000
+Added: 2026 1,225,000
Thereafter 5,306,000
−Removed: Total $ 1,295,000
Commitments and Contingencies
6 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: Since March 2020, the COVID-19 pandemic has been dramatically impacting the United States, which has resulted in an aggressive worldwide effort to contain the spread of the virus.
−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
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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 national and local levels by government and public health authorities and businesses to contain and combat the outbreak and spread of the virus, including the widespread availability and use of effective vaccines.
−Removed: In particular, government-imposed business closures and re-opening restrictions, as well as self-imposed restrictions of discretionary activities, have dramatically impacted the operations of our real estate investments and our tenants across the country, such as creating significant declines in resident occupancy.
−Removed: Further, our senior housing facilities have also experienced dramatic increases and may continue to experience increases in costs to care for residents;
−Removed: particularly labor costs to maintain staffing levels to care for the aged population during this crisis, costs of COVID-19 testing of employees and residents and costs to procure the volume of personal protective equipment and other supplies required.
−Removed: We received and recognized in our accompanying consolidated financial statements stimulus funds through economic relief programs of the CARES Act, as discussed at Note 2, Summary of Significant Accounting Policies — Government Grants.
−Removed: We have also taken actions to strengthen our balance sheet and preserve liquidity in response to the COVID-19 pandemic risks.
−Removed: From March to December 2020, we postponed non-essential capital expenditures.
−Removed: In addition, in March 2020, we reduced the stockholder distribution rate and partially suspended our share repurchase plan.
−Removed: See Note 12, Equity — Share Repurchase Plan, for a further discussion.
−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.
Redeemable Noncontrolling Interests
−Removed: As of December 31, 2020 and 2019, our advisor owned all of the 208 limited partnership units outstanding in our operating partnership.
−Removed: As of December 31, 2020 and 2019, we owned greater than a 99.99 % general partnership interest in our operating partnership, and our advisor owned less than a 0.01 % limited partnership interest in our operating partnership.
−Removed: Our advisor is entitled to special redemption rights of its limited partnership units.
−Removed: The noncontrolling interest of our advisor in our operating partnership, which has redemption features outside of our control, is accounted for as a redeemable noncontrolling interest and is presented outside of permanent equity in our accompanying consolidated balance sheets.
−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.
−Removed: In connection with our acquisitions of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, we own approximately 98.0 % of the joint ventures with Meridian.
−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: Prior to the Merger on October 1, 2021 and as of December 31, 2020 , our former advisor owned all 222 limited partnership units outstanding in our operating partnership.
+Added: As of December 31, 2020 , we owned greater than a 99.99 % general partnership interest in our operating partnership, and our former advisor owned less than a 0.01 % limited partnership interest in our operating partnership.
+Added: Our former advisor was entitled to special redemption rights of its limited partnership units.
+Added: The noncontrolling interest of our former advisor in our operating partnership that had redemption features outside of our control was accounted for as a redeemable noncontrolling interest and was presented outside of permanent equity in our accompanying consolidated balance sheets.
+Added: In connection with the AHI Acquisition, on October 1, 2021, we redeemed all 222 limited partnership units in our operating partnership owned by our former advisor for approximately $ 2,000 .
+Added: As discussed in Note 1, Organization and Description of Business, as a result of the Merger and the AHI Acquisition on October 1, 2021 and as of December 31, 2021, we, through our direct and indirect subsidiaries, own an approximately 94.9 % general partnership interest in our operating partnership and the remaining approximate 5.1 % limited partnership interest in our
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: operating partnership is owned by the NewCo Sellers.
+Added: Some of the limited partnership units outstanding, which account for approximately 1.0 % of our total operating partnership units outstanding, have redemption features outside of our control and are accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying consolidated balance sheets.
+Added: The issuance of our surviving operating partnership units was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
+Added: The transaction resulted in an increase in redeemable noncontrolling interests of $ 19,392,000 offset to additional paid-in capital.
+Added: The adjustment to accumulated other comprehensive income was nominal.
+Added: As of December 31, 2021 and 2020, we, through Trilogy REIT Holdings, in which we indirectly hold a 76.0 % and 70.0 %, respectively, ownership interest, owned 95.9 % and 96.6 %, respectively, of the outstanding equity interests of Trilogy.
+Added: As of December 31, 2021 and 2020, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 4.1 % and 3.4 %, respectively, of the outstanding equity interests of Trilogy.
+Added: The noncontrolling interests held by such members have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets.
+Added: On October 1, 2021, upon consummation of the Merger and through our operating partnership, we acquired approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
+Added: Also on October 1, 2021, in connection with the Merger, we acquired approximately 90.0 % of the joint venture with Avalon Health Care, Inc., or Avalon, that owns Catalina West Haven ALF and Catalina Madera ALF.
The noncontrolling interests held by Meridian and Avalon have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets.
We record the carrying amount of redeemable noncontrolling interests at the greater of:
−Removed: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions;
−Removed: or (ii) the redemption value.
+Added: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions or (ii) the redemption value.
The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the years ended December 31, 2021 and 2020:
Beginning balance $ 40,340,000 $ 44,105,000
−Removed: Additions 1,138,000 151,000
+Added: Additional redeemable noncontrolling interests 30,236,000 —
+Added: Reclassification from equity 5,923,000 715,000
Distributions ( 1,579,000 ) ( 1,271,000 )
+Added: Repurchase of redeemable noncontrolling interests ( 8,431,000 ) ( 150,000 )
Adjustment to redemption value 7,380,000 ( 3,714,000 )
−Removed: Net loss attributable to redeemable noncontrolling interests ( 493,000 ) ( 82,000 )
+Added: Net (loss) income attributable to redeemable noncontrolling interests
+Added: ( 1,144,000 ) 655,000
Ending balance $ 72,725,000 $ 40,340,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Any stock transactions described below that occurred prior to the Merger are presented at their historical amounts.
+Added: Subsequent to the Merger, such stock transactions would be converted using the conversion ratio of 0.9266 shares of GAHR IV Class I common stock for each share of GAHR III common stock, as determined in the Merger.
Preferred Stock
−Removed: Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share.
−Removed: As of both December 31, 2020 and 2019, no shares of our preferred stock were issued and outstanding.
−Removed: 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 stockholders for approval;
−Removed: 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: As of both December 31, 2020 and 2019, our advisor owned 20,833 shares of our Class T common stock.
−Removed: 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.
−Removed: See the “Distribution Reinvestment Plan” section below for a further discussion.
−Removed: Through December 31, 2020, we had issued 75,639,681 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our initial offering and 7,595,594 aggregate shares of our Class T and Class I common stock pursuant to our DRIP Offerings.
−Removed: We also granted an aggregate of 105,000 shares of our restricted Class T common stock to our independent directors and repurchased 2,021,771 shares of our common stock under our share repurchase plan through December 31, 2020.
−Removed: As of December 31, 2020 and 2019, we had 81,339,337 and 79,899,874 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding.
+Added: Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share.
+Added: As of both December 31, 2021 and 2020, no shares of preferred stock were issued and outstanding.
+Added: Prior to the Merger on October 1, 2021 and as of December 31, 2020, our charter authorized us to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share and our former advisor owned 22,222 shares of our common stock.
+Added: In connection with the AHI Acquisition, on October 1, 2021, all 22,222 shares of our common stock owned by our former advisor were redeemed by our operating partnership fo r $ 190,000 .
+Added: I n addition and in connection with the AHI Acquisition, on October 1, 2021, our operating partnership also redeemed all 20,833 shares of our Class T common stock owned by GAHR IV Advisor in GAHR IV for approximately $ 192,000 .
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: At the effective time of the REIT Merger, on October 1, 2021, each issued and outstanding share of GAHR III’s common stock, $ 0.01 par value per share, was converted into the right to receive 0.9266 shares of GAHR IV’s Class I common stock, $ 0.01 par value per share, resulting in the issuance of 179,637,776 shares of Class I common stock to GAHR III’s stockholders.
+Added: Also, on October 1, 2021, we filed the Fourth Articles of Amendment and Restatement to our charter, or the Charter Amendment, which among other things, amended the common stock we are authorized to issue.
+Added: As of December 31, 2021, the Charter Amendment authorized us to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share, whereby 200,000,000 shares were classified as Class T common stock and 800,000,000 shares were classified as Class I common stock.
+Added: On March 12, 2015, we terminated the primary portion of our initial public offering.
+Added: We continued to offer shares of our common stock in the GAHR III initial offering pursuant to the Initial DRIP, until the termination of the DRIP portion of the GAHR III initial offering and deregistration of the GAHR III initial offering on April 22, 2015.
+Added: On March 25, 2015, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $ 250,000,000 of additional shares of our common stock pursuant to the 2015 GAHR III DRIP Offering and we commenced offering shares following the deregistration of the GAHR III initial offering until its termination and deregistration of the 2015 GAHR III DRIP Offering on March 29, 2019.
+Added: On January 30, 2019, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $ 200,000,000 of additional shares of our common stock to be issued pursuant to the 2019 GAHR III DRIP Offering, which we commenced offering on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.
+Added: On May 29, 2020, our board authorized the suspension of the 2019 GAHR III DRIP Offering, and consequently, ceased issuing shares pursuant to such offering following the distributions paid in June 2020 to stockholders of record on or prior to the close of business on May 31, 2020.
+Added: As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering on October 4, 2021.
+Added: Further, on October 4, 2021, our board authorized the reinstatement of the AHR DRIP Offering.
+Added: We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the DRIP under the AHR DRIP Offering.
+Added: See Note 1, Organization and Description of Business — Public Offering and “Distribution Reinvestment Plan” section below for a further discussion.
+Added: Through September 30, 2021, GAHR III had issued 184,930,598 shares of its common stock in connection with the primary portion of its initial public offering and 35,059,456 shares of its common stock pursuant to our DRIP Offerings.
+Added: GAHR III also repurchased 26,257,404 shares of its common stock under its share repurchase plan and granted an aggregate of 135,000 shares of its restricted common stock to our independent directors through September 30, 2021.
+Added: Upon consummation of the Merger on October 1, 2021, we, as a Combined Company, issued 179,637,776 shares of Class I common stock to GAHR III’s stockholders, pursuant to the terms of the REIT Merger.
+Added: Noncontrolling Interests in Total Equity
+Added: As of December 31, 2021 and 2020, Trilogy REIT Holdings owned approximately 95.9 % and 96.6 %, respectively, of Trilogy.
+Added: Prior to October 1, 2021, we were the indirect owner of a 70.0 % interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly owned subsidiary of NorthStar Healthcare Income, Inc., or NHI, and a wholly owned subsidiary of GAHR IV Operating Partnership.
+Added: Both we and GAHR IV were co-sponsored by AHI and Griffin Capital.
+Added: We serve as the managing member of Trilogy REIT Holdings.
+Added: As part of the Merger on October 1, 2021, the wholly owned subsidiary of GAHR IV Operating Partnership sold its 6.0 % interest in Trilogy REIT Holdings to GAHR III, thereby increasing our indirect ownership in Trilogy REIT Holdings to 76.0 %.
+Added: As of December 31, 2021, NHI indirectly owned a 24.0 % membership interest in Trilogy REIT Holdings.
+Added: As of December 31, 2020, NHI and GAHR IV indirectly owned a 24.0 % and 6.0 % membership interest in Trilogy REIT Holdings, respectively.
+Added: Through September 30, 2021, 30.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests, and for the period October 1, 2021 through December 31, 2021, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to a noncontrolling interest.
+Added: The acquisition of additional interest in Trilogy REIT Holdings as a result of the REIT Merger was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
+Added: The transaction resulted in a decrease to noncontrolling interest of $ 44,730,000 with an offset to additional paid-in capital.
+Added: In connection with our acquisition and operation of Trilogy, profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and an independent director of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy.
+Added: The Profit Interests consist of time-based or performance-based commitments.
+Added: The time-based Profit Interests were measured at their grant date fair value and vest in increments of 20.0 % on each anniversary of the respective grant date over a five year period.
+Added: We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which are recorded to general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: The performance-based Profit Interests are subject to a performance commitment and vest upon liquidity events as defined in the Profit Interests agreements.
+Added: The performance-based Profit Interests were measured at
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: their fair value on the adoption date of ASU 2018-07 using a modified retrospective approach.
+Added: The nonvested awards are presented as noncontrolling interests in total equity in our accompanying consolidated balance sheets, and are re-classified to redeemable noncontrolling interests upon vesting as they have redemption features outside of our control similar to the common stock units held by Trilogy’s management.
+Added: See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
+Added: In December 2021, we redeemed a part of the time-based Profit Interests, and all of the performance-based Profit Interests that were included in noncontrolling interests in total equity.
+Added: We redeemed such Profit Interests for $ 16,517,000 , which was paid $ 8,650,000 in cash and $ 7,867,000 through the issuance of additional equity interests in Trilogy that are classified as redeemable noncontrolling interests in our consolidated balance sheets.
+Added: There were no canceled, expired or exercised Profit Interests during the years ended December 31, 2020 and 2019.
+Added: For the years ended December 31, 2021, 2020 and 2019, we recognized stock compensation expense related to the Profit Interests of $ 8,801,000 , $( 1,342,000 ) and $ 2,744,000 , respectively.
+Added: One of our consolidated subsidiaries issued non-voting preferred shares of beneficial interests to qualified investors for total proceeds of $ 125,000 .
+Added: These preferred shares of beneficial interests are entitled to receive cumulative preferential cash dividends at the rate of 12.5 % per annum.
+Added: We classify the value of the subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying consolidated balance sheets and the dividends of the preferred shares of beneficial interests in net income or loss attributable to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: As of both December 31, 2021 and 2020, we owned an 86.0 % interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza, which we acquired on January 21, 2016.
+Added: As such, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests for the years ended December 31, 2021, 2020 and 2019.
+Added: On April 7, 2020, we sold a 9.4 % membership interest in a consolidated limited liability company that owns Southlake TX Hospital to an unaffiliated third party for a contract purchase price of $ 11,000,000 and therefore as of both December 31, 2021 and 2020, we owned a 90.6 % membership interest in such consolidated limited liability company.
+Added: For the year ended December 31, 2020, our former advisor agreed to waive the $ 220,000 disposition fee that may have otherwise been due to our former advisor pursuant to the Advisory Agreement.
+Added: For the year ended December 31, 2021 and for the period from April 7, 2020 through December 31, 2020, 9.4 % of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: On October 1, 2021, upon consummation of the Merger, through our operating partnership, we acquired an approximate 90.0 % interest in a joint venture that owns the Louisiana Senior Housing Portfolio.
+Added: As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying consolidated statements of operations from October 1, 2021 through December 31, 2021.
+Added: As discussed in Note 1, Organization and Description of Business, as a result of the Merger and the AHI Acquisition on October 1, 2021 and as of December 31, 2021, we, through our direct and indirect subsidiaries, own an approximately 94.9 % general partnership interest in our operating partnership and the remaining approximate 5.1 % limited partnership interest in our operating partnership is owned by the NewCo Sellers.
+Added: Approximately 4.1 % of our total operating partnership units outstanding is presented in total equity in our accompanying consolidated balance sheet as of December 31, 2021.
+Added: The issuance of our surviving operating partnership units was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
+Added: The transaction resulted in an increase to noncontrolling interest of $ 75,727,000 with an offset to additional paid-in capital.
+Added: See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
Distribution Reinvestment Plan
−Removed: We had registered and reserved $ 150,000,000 in shares of our common stock for sale pursuant to the DRIP in our initial offering.
−Removed: The DRIP allows stockholders to purchase additional Class T shares and Class I shares of our common stock through the reinvestment of distributions during our initial offering.
−Removed: 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 and we continued to offer up to $ 100,000,000 in shares of our common stock pursuant to the 2019 DRIP Offering.
−Removed: In connection with our board’s strategic alternative review process and in order to facilitate a strategic transaction, on March 18, 2021, our board authorized the suspension of the DRIP, effective as of April 1, 2021, unless and until our board reinstates the DRIP.
−Removed: As a consequence of the suspension of the DRIP, beginning with the April 2021 distributions, which will be payable on or about May 1, 2021, there will be no further issuances of shares pursuant to the DRIP, and stockholders who are participants in the DRIP will receive cash distributions instead.
−Removed: 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.
−Removed: 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 estimated per share NAV of our Class T and Class I common stock:
−Removed: Approval Date by our Board Estimated Per
+Added: We had registered and reserved $ 35,000,000 in shares of our common stock for sale pursuant to the Initial DRIP in the GAHR III initial offering, which we deregistered on April 22, 2015.
+Added: We continued to offer shares of our common stock pursuant to the 2015 GAHR III DRIP Offering, which commenced following the deregistration of the GAHR III initial offering, until the deregistration of the 2015 GAHR III DRIP Offering on March 29, 2019.
+Added: We continued to offer up to $ 200,000,000 of additional shares of our common stock pursuant to the 2019 GAHR III DRIP Offering, which commenced on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.
+Added: Effective October 5, 2016, we amended and restated the Initial DRIP to amend the price at which shares of our common stock were issued pursuant to such distribution reinvestment plan.
+Added: Pursuant to the Amended and Restated DRIP, shares are issued at a price equal to the most recently estimated net asset value, or NAV, of one share of our common stock, as approved and established by our board.
+Added: The Amended and Restated DRIP became effective with the distribution payments to
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: stockholders paid in the month of November 2016.
+Added: In all other material respects, the terms of the 2015 GAHR III DRIP Offering remained unchanged by the Amended and Restated DRIP.
+Added: On May 29, 2020, in consideration of the impact the COVID-19 pandemic had on the United States, globally and on our business operations, our board authorized the temporary suspension of all stockholder distributions upon the completion of the payment of distributions payable to stockholders of record on or prior to the close of business on May 31, 2020.
+Added: As a result, our board also approved the suspension of the 2019 GAHR III DRIP Offering.
+Added: Such suspension was effective upon the completion of all shares issued with respect to distributions payable to stockholders of record on or prior to the close of business on May 31, 2020.
+Added: As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering on October 4, 2021.
+Added: Further, on October 4, 2021, our board reinstated distributions and authorized the reinstatement of the AHR DRIP Offering.
+Added: We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the DRIP under the AHR DRIP Offering.
+Added: As a result, beginning with the October 2021 distribution, which was paid in November 2021, stockholders who previously enrolled as participants in the DRIP received or will receive distributions in shares of our common stock pursuant to the terms of the DRIP, instead of cash distributions.
+Added: Since October 5, 2016, our board had approved and established an estimated per share NAV annually.
+Added: Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant to our distribution reinvestment plan are issued at the current estimated per share NAV until such time as our board determined an updated estimated per share NAV.
+Added: The following is a summary of the historical estimated per share NAV for GAHR III and the Combined Company, as applicable:
+Added: Approval Date by our Board Estimated Per Share NAV
10/03/18 $ 9.37
1 unchanged sentence
03/18/21 $ 8.55
+Added: 03/24/22 $ 9.29
For the years ended December 31, 2021, 2020 and 2019, $ 7,666,000 , $ 21,861,000 and $ 55,440,000 , respectively, in distributions were reinvested and 831,463 , 2,325,762 and 5,913,684 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.
−Removed: As of December 31, 2020 and 2019, a total of $ 72,492,000 and $ 52,630,000 , respectively, in distributions were cumulatively reinvested that resulted in 7,595,594 and 5,513,699 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Share Repurchase Plan
−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, 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.
−Removed: 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 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.
−Removed: In connection with our board’s strategic alternative review process and in order to facilitate a strategic transaction, on March 18, 2021, our board approved the suspension of our share repurchase plan with respect to all repurchase requests received by us after February 28, 2021, including repurchases resulting from the death or qualifying disability of stockholders, until such time, if any, as our board determines to reinstate our share repurchase plan.
−Removed: Prior to the suspension of our share repurchase plan, our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria are met.
−Removed: Share repurchases were made at the sole discretion of our board.
−Removed: 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;
−Removed: provided, however, that shares subject to a repurchase requested upon the death of a stockholder were not subject to this cap.
−Removed: 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.
−Removed: All repurchases of our shares of common stock were subject to a one-year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan.
−Removed: Further, all share repurchases were repurchased following a one-year holding period at a price between 92.5 % to 100 % of each stockholder’s repurchase amount depending on the period of time their shares had been held.
−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 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.
−Removed: See the “Distribution Reinvestment Plan” section above for a summary of our historical estimated per share NAV.
−Removed: 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.
−Removed: Furthermore, our share repurchase plan provided that if there were insufficient funds to honor all repurchase requests, pending requests may be honored among all requests for repurchase in any given repurchase period, as follows:
−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.
+Added: In response to the effects of the COVID-19 pandemic and to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects, on March 31, 2020, our board partially suspended our share repurchase plan with respect to all repurchase requests other than repurchases resulting from the death or qualifying disability of stockholders, beginning with share repurchase requests submitted for repurchase during the second quarter of 2020.
+Added: Repurchase requests that resulted 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 had sufficient funds available to repurchase any shares.
+Added: Subsequently, on May 29, 2020, our board suspended our share repurchase plan with respect to all share repurchase requests received after May 31, 2020, including repurchases resulting from the death or qualifying disability of stockholders.
+Added: On July 1, 2020, we repurchased the shares submitted pursuant to the final share repurchase requests honored prior to the suspension of our share repurchase plan.
+Added: Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met.
+Added: Share repurchases are made at the sole discretion of our board.
+Added: Subject to the availability of the funds for share repurchases and other certain conditions, we generally 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;
+Added: provided however, that shares subject to a repurchase requested upon the death or “qualifying disability,” as defined in our share repurchase plan, of a stockholder are not subject to this cap.
+Added: Funds for the repurchase of shares of our common stock come from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to our DRIP Offerings.
+Added: Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests may be honored among all requests for repurchase in any given repurchase period as follows:
+Added: first, repurchases in full as to repurchases that would result in a stockholder owning less than $ 2,500 of shares;
+Added: and, next, pro rata as to other repurchase requests.
+Added: Pursuant to our share repurchase plan, the repurchase price is equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of our common
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: stock, as determined by our board.
+Added: Prior to October 4, 2021, for requests submitted pursuant to a death or a qualifying disability of a stockholder, the repurchase price was 100 % of the amount per share the stockholder paid for their shares of common stock.
+Added: However, on October 4, 2021, our board authorized our amended and restated share repurchase plan that included the change in the repurchase price with respect to repurchases resulting from the death or qualifying disability (as such term is defined in the share repurchase plan) of stockholders from 100 % of the price paid by the stockholder to acquire shares of our Class T common stock or Class I common stock, as applicable, to the most recently published estimated per share NAV.
+Added: In addition, on October 4, 2021, our board authorized the partial reinstatement of our share repurchase plan with respect to requests to repurchase shares resulting from the death or qualifying disability of stockholders, effective with respect to qualifying repurchases for the fiscal quarter ending December 31, 2021.
+Added: All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were and shall be rejected.
+Added: For the year ended December 31, 2021, we repurchased shares of our common stock owned by our former advisor and GAHR IV Advisor as discussed above in the “Common Stock” section.
For the years ended December 31, 2020 and 2019, we repurchased 2,410,864 and 9,526,087 shares of our common stock, respectively, for an aggregate of $ 23,107,000 and $ 89,888,000 , respectively, at an average repurchase price of $ 9.58 and $ 9.44 per share, respectively.
−Removed: As of December 31, 2020 and 2019, we cumulatively repurchased 2,021,771 and 1,356,839 shares of our common stock, respectively, for an aggregate of $ 18,870,000 and $ 12,656,000 , respectively, at an average repurchase price of $ 9.33 per share.
−Removed: In January 2021, we repurch ased 72,339 shares of our common stock, for an aggregate of $ 713,000 , at an average repurchase price of $ 9.86 per share.
+Added: In January 2022, we repurchased 448,375 shares of our common stock, for an aggregate of $ 4,134,000 , at an average repurchase price of $ 9.22 per share.
All shares were repurchased using the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP Offerings.
2015 Incentive Plan
−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.
+Added: Prior to the REIT Merger, GAHR III adopted the 2013 Incentive Plan pursuant to which its board, or a committee of its independent directors, could grant options, shares of our common stock, stock purchase rights, stock appreciation rights or other awards to its independent directors, employees and consultants, or the 2013 Incentive Plan.
+Added: The maximum number of shares of common stock that could have been issued pursuant to the 2013 Incentive Plan was 2,000,000 shares.
+Added: Upon consummation of the Merger, we adopted the 2015 Incentive Plan, as amended and restated, or our incentive plan, pursuant to which our board (with respect to options and restricted shares of common stock granted to independent directors), or our compensation committee (with respect to any other award), may make grants of options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants.
The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we granted an aggregate of 22,500 shares of our restricted Class T common stock at a weighted average grant date fair value of $ 9.54 , $ 9.54 and $ 9.65 per share, respectively, to our independent directors in connection with their re-election to our board or in consideration for their past services rendered.
−Removed: Such shares vested 20.0 % immediately on the grant
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: As a result of the REIT Merger, under our incentive plan, certain executive officers and key employees received initial grants of 477,901 time-based shares of our restricted Class T common stock and 159,301 performance-based restricted units representing the right to receive shares of our Class T common stock upon vesting.
+Added: The time-based restricted stock vests in three equal annual installments on October 1, 2022, October 1, 2023 and October 1, 2024 (subject to continuous service through each vesting date).
+Added: The performance-based restricted units will cliff vest in the first quarter of 2025 (subject to continuous service through that vesting date) with the amount vesting depending on meeting certain key performance criteria as further described in our incentive plan.
+Added: Also in connection with the Merger, on October 4, 2021, certain of our key employees were granted 319,149 shares of our restricted Class T common stock under our incentive plan, which will cliff vest on October 4, 2024 (subject to continuous service through that vesting date).
+Added: As of December 31, 2021, we granted an aggregate of 1,082,455 of shares of our restricted common stock under our incentive plan.
+Added: Such amount includes:
+Added: (i) 160,314 shares of our restricted Class T common stock, at a weighted average grant date fair value of $ 9.61 per share, to our independent directors;
+Added: (ii) 477,901 time-based shares of our restricted Class T common stock, at a grant date fair value of $ 9.22 per share, to certain executive officers and key employees;
+Added: and (iii) 319,149 shares of our restricted Class T common stock, at a grant date fair value of $ 9.22 per share, to certain of our key employees.
+Added: In addition, as of December 31, 2021, under the 2013 Incentive Plan, GAHR III granted an aggregate of 135,000 shares of its restricted common stock, which is equal to 125,091 shares of restricted Class I common stock, using the conversion ratio of 0.9266 shares of GAHR IV Class I common stock for each share of GAHR III restricted common stock, as determined in the Merger.
+Added: For the year ended December 31, 2021, we recognized stock compensation expense related to the restricted stock grants to our independent directors, executive officers and key employees of $ 857,000 .
+Added: Such stock compensation expense is included in general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: For the years ended December 31, 2020 and 2019, under the 2013 Incentive Plan, GAHR III granted an aggregate of 7,500 and 22,500 shares of its restricted common stock, respectively, at a weighted average grant date fair value of $ 9.40 and $ 9.37 per share, respectively, to its independent directors in connection with their re-election to its board or in consideration for
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: date and 20.0 % will vest on each of the first four anniversaries of the grant date.
−Removed: We follow ASC Topic 718, Compensation — Stock Compensation , to account for our stock compensation pursuant to our incentive plan.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we recognized stock compensation expense of $ 215,000 , $ 207,000 and $ 185,000 , respectively, which is included in general and administrative in our accompanying consolidated statements of operations.
−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 years ended December 30, 2019 and 2018, we incurred $ 2,241,000 and $ 6,983,000 , respectively, 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: Effective March 1, 2017 and through the termination of our initial offering on February 15, 2019, with respect to shares of our Class I common stock, our dealer manager generally received a dealer manager fee up to an amount equal to 1.5 % of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to the primary portion of our initial offering, all of which was funded by our advisor.
−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 years ended December 31, 2019 and 2018, we incurred $ 759,000 and $ 2,364,000 , respectively, 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.
+Added: their past services rendered.
+Added: Such shares vested as to 20.0 % of the shares on the date of grant and on each of the first four anniversaries of the grant date.
+Added: For the years ended December 31, 2020 and 2019, GAHR III recognized stock compensation expense related to the independent director grants of $ 155,000 and $ 215,000 , respectively.
+Added: Such stock compensation expense is included in general and administrative in the Combined Company’s accompanying consolidated statements of operations and comprehensive income (loss).
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.
+Added: On October 1, 2021, in connection with the Merger, we assumed GAHR IV's obligations related to stockholder servicing fees.
+Added: Such fees are paid quarterly with respect to our Class T shares sold in GAHR IV's initial public offering as additional compensation to participating broker-dealers.
No stockholder servicing fee is paid with respect to Class I shares or shares of our common stock sold pursuant to our DRIP Offerings.
−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.
−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, such as our redemption of such Class T shares.
−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.
−Removed: Following the termination of our initial offering on February 15, 2019, we no longer incur additional stockholder servicing fees.
−Removed: For the years ended December 31, 2019 and 2018, we incurred $ 2,573,000 and $ 8,069,000 , respectively, in stockholder servicing fees to our dealer manager.
−Removed: As of December 31, 2020 and 2019, we accrued $ 6,100,000 and $ 12,610,000 , respectively, in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities with a corresponding offset to stockholders’ equity in our accompanying consolidated balance sheets.
−Removed: Noncontrolling Interest
−Removed: In connection with our acquisition of Louisiana Senior Housing Portfolio on January 3, 2020, as of December 31, 2020 we owned an approximate 90.0 % interest in our consolidated joint venture with SSMG that owns such properties.
−Removed: As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying consolidated statements of operations for the period from January 3, 2020 through December 31, 2020, and the carrying amount of such
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: noncontrolling interest is presented in total equity in our accompanying consolidated balance sheets as of December 31, 2020.
−Removed: We did not have any noncontrolling interest in total equity for the year ended December 31, 2019.
+Added: The stockholder servicing fee accrued 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 GAHR IV's public offering.
+Added: We will cease paying the stockholder servicing fee upon the occurrence of certain defined events, such as our redemption of such Class T shares.
+Added: By agreement with participating broker-dealers, such stockholder servicing fee may have been reduced or limited.
+Added: Following the termination of GAHR IV’s public offering on February 15, 2019, we no longer incur additional stockholder servicing fees.
+Added: As of December 31, 2021, we accrued $ 1,583,000 in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities in our accompanying consolidated balance sheet.
Related Party Transactions
Fees and Expenses Paid to Affiliates
−Removed: All of our executive officers and one of our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities.
−Removed: We are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings;
−Removed: however, we are not affiliated with Griffin Capital, our dealer manager, Colony Capital or Mr.
−Removed: 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 year ended December 31, 2020.
−Removed: Set forth below is a description of the transactions with affiliates.
−Removed: 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 years ended December 31, 2020, 2019 and 2018, we incurred $ 13,350,000 , $ 16,296,000 and $ 22,355,000 , respectively, in fees and expenses to our affiliates as detailed below.
−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: Effective March 1, 2017 and through the termination of our initial offering on February 15, 2019, with respect to shares of our Class I common stock, our dealer manager generally received a dealer manager fee up to an amount equal to 1.5 % of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to the primary portion of our initial offering, all of which was funded by our advisor.
−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 years ended December 31, 2019 and 2018, we incurred $ 1,687,000 and $ 4,878,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred.
−Removed: Such fee was charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying consolidated balance sheets.
−Removed: See Note 12, Equity — Offering Costs — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by us.
−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 years ended December 31, 2019 and 2018, we incurred $ 114,000 and $ 1,465,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the other organizational and offering expenses that our advisor had incurred.
−Removed: Such expenses were charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying consolidated balance sheets.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Prior to the closing of the AHI Acquisition on October 1, 2021, our former advisor used 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.
+Added: Our former advisor performed its duties and responsibilities under the Advisory Agreement as our fiduciary.
+Added: Until September 30, 2021, all of our executive officers were officers of our former advisor and officers, limited partners and/or members of one of our former co-sponsors and other affiliates of our former advisor.
+Added: Set forth below is a description of the transactions with our former advisor or its affiliates that occurred prior to the closing of the Merger and the AHI Acquisition.
+Added: On December 20, 2021, the Advisory Agreement was assigned to NewCo and as a result, any fees that would have otherwise been payable to our former advisor are now eliminated in consolidation.
+Added: Following the consummation of the Merger, we became self-managed and as a result, we no longer incur to our former advisor and its affiliates any fees or expense reimbursements arising from the Advisory Agreement.
+Added: In the aggregate, for the years ended December 31, 2021, 2020 and 2019, we incurred $ 21,113,000 , $ 25,875,000 and $ 25,064,000 , respectively, in fees and expenses to our former advisor or its affiliates as detailed below.
Acquisition and Development Stage
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.
−Removed: The 4.50 % acquisition fees consist of a 2.25 % base acquisition fee, or the base acquisition fee, for real estate acquisitions, and an additional 2.25 % contingent advisor payment, or the Contingent Advisor Payment, as applicable.
−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 acquired with funds raised in our initial offering, including acquisitions completed after the termination of the Advisory Agreement (including imputed leverage of 50.0 % on funds raised in our initial offering), or funded with net proceeds from the sale of a property, subject to certain conditions.
−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: Base acquisition fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets or are expensed as incurred and included in acquisition related expenses in our accompanying consolidated statements of operations, as applicable.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we incurred base acquisition fees of $ 1,485,000 , $ 4,595,000 and $ 10,096,000 , respectively, to our advisor.
−Removed: As of both December 31, 2020 and 2019, we paid $ 20,982,000 in Contingent Advisor Payments to our advisor and do not have any amounts outstanding due to our advisor.
−Removed: For a further discussion of amounts paid in connection with the Contingent Advisor Payment, see the “Dealer Manager Fee” and “Other Organizational and Offering Expenses” sections above.
−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: For the years ended December 31, 2020, 2019 and 2018, we incurred development fees of $ 87,000 , $ 34,000 and $ 6,000 respectively, to our advisor, which was expensed as incurred and included in acquisition related expenses in our accompanying consolidated statements of operations.
−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, 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 years ended December 31, 2020, 2019 and 2018, such fees and expenses paid did not exceed 6.0 % of the contract purchase price of our property acquisitions, except with respect to our acquisitions of Athens MOB Portfolio, Northern California Senior Housing Portfolio, Pinnacle Warrenton ALF, Glendale MOB, Missouri SNF Portfolio, Flemington MOB Portfolio and West Des Moines SNF, which excess fees and expenses were approved by our directors as set forth above.
−Removed: Reimbursements of acquisition expenses are capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets or are expensed as incurred and included in acquisition related expenses in our accompanying consolidated statements of operations, as applicable.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we incurred $ 1,000 , $ 0 and $ 2,000 , respectively, in acquisition expenses to our advisor or its affiliates.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: We paid our former advisor or its affiliates an acquisition fee of up to 2.25 % of the contract purchase price, including any contingent or earn-out payments that were paid, for each property we acquired or 2.00 % of the origination or acquisition price, including any contingent or earn-out payments that were paid, for any real estate-related investment we originated or acquired.
+Added: Our former advisor or its affiliates were entitled to receive these acquisition fees for properties and real estate-related investments we acquired with funds raised in the GAHR III initial offering, or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions.
+Added: On June 23, 2021, in anticipation of the Merger, we entered into an amendment to the Advisory Agreement, whereby it was agreed that any acquisition fee due to our former advisor would be waived in connection with the REIT Merger.
+Added: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 1,363,000 , $ 480,000 and $ 1,124,000 , respectively, in acquisition fees to our former advisor.
+Added: Acquisition fees in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments were capitalized as part of the associated investments in our accompanying consolidated balance sheets.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Development Fee
+Added: In the event our former advisor or its affiliates provided development-related services, our former advisor or its affiliates received a development fee in an amount that was usual and customary for comparable services rendered for similar projects in the geographic market where the services were provided;
+Added: however, we did not pay a development fee to our former advisor or its affiliates if our former advisor or its affiliates elected to receive an acquisition fee based on the cost of such development.
+Added: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 856,000 , $ 1,073,000 and $ 346,000 , respectively, in development fees to our former advisor or its affiliates, which were capitalized as part of the associated investments in our accompanying consolidated balance sheets.
Operational Stage
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, 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 years ended December 31, 2020, 2019 and 2018, we incurred $ 9,732,000 , $ 8,276,000 and $ 4,975,000 , respectively, in asset management fees to our advisor, which are included in general and administrative in our accompanying consolidated statements of operations.
+Added: We paid our former advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.75 % of average invested assets, subject to our stockholders receiving distributions in an amount equal to 5.0 % per annum, cumulative, non-compounded, of invested capital.
+Added: For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate 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;
+Added: and invested capital means, for a specified period, the aggregate issue price of shares of our common stock purchased by our stockholders, reduced by distributions of net sales proceeds by us to our stockholders and by any amounts paid by us to repurchase shares of our common stock pursuant to our share repurchase plan.
+Added: In an effort to increase our liquidity during the ongoing uncertainty surrounding the COVID-19 pandemic, on May 29, 2020, our former advisor deferred 50.0 % of the asset management fees that it would otherwise have been entitled to receive pursuant to the Advisory Agreement for services performed by our former advisor or its affiliates during the period from June 1, 2020 to November 30, 2020.
+Added: Such deferred asset management fees of $ 5,207,000 as of December 31, 2020 were included in accounts payable due to affiliates in our accompanying consolidated balance sheets, and were paid in full on January 4, 2021.
+Added: In addition, on June 23, 2021, in anticipation of the Merger, we entered into a Mutual Consent, pursuant to which, for the period from the date of the Mutual Consent until the earlier to occur of (i) the closing of the Merger, or (ii) the termination of the Merger Agreement, the parties waived the requirement that the asset management fee accrues until our stockholders have received distributions in an amount equal to 5.0 % per annum, cumulative, non-compounded, of their invested capital.
+Added: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 16,187,000 , $ 20,693,000 and $ 20,073,000 , respectively, in asset management fees to our former advisor or its affiliates.
+Added: Asset management fees were included in general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
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: Property management fees are included in rental expenses or general and administrative expenses in our accompanying consolidated statements of operations, as applicable.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we incurred property management fees of $ 1,454,000 , $ 1,220,000 and $ 746,000 , respectively, to American Healthcare Investors.
−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 consolidated balance sheets, and amortized over the term of the lease.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we incurred lease fees of $ 333,000 , $ 83,000 and $ 94,000 , respectively.
+Added: Our former advisor or its affiliates directly served as property manager to certain of our properties or sub-contracted their property management duties to any third party and provided oversight of such third-party property manager.
+Added: We paid our former advisor or its affiliates a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows:
+Added: (i) a property management oversight fee of 1.0 % of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property;
+Added: (ii) a property management oversight fee of 1.5 % of the gross monthly cash receipts of any property that was not a stand-alone, single-tenant, net leased property and for which our former advisor or its affiliates provided oversight of a third party that performed the duties of a property manager with respect to such property;
+Added: or (iii) a fair and reasonable property management fee that was approved by a majority of our directors, including a majority of our independent directors, that was not less favorable to us than terms available from unaffiliated third parties for any property that was not a stand-alone, single-tenant, net leased property and for which our former advisor or its affiliates directly served as the property manager without sub-contracting such duties to a third party.
+Added: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 1,993,000 , $ 2,632,000 and $ 2,611,000 , respectively, in property management fees to our former advisor or its affiliates.
+Added: Property management fees were included in rental expenses or general and administrative expenses in our accompanying consolidated statements of operations and comprehensive income (loss), as applicable.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: We paid our former 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.
+Added: Such fee generally ranged from 3.0 % to 6.0 % of the gross revenues generated during the initial term of the lease.
+Added: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 410,000 , $ 579,000 and $ 379,000 , respectively, in lease fees to our former advisor or its affiliates.
+Added: Lease fees were capitalized as lease commissions and included in other assets, net in our accompanying consolidated balance sheets.
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 consolidated balance sheets or are expensed and included in our accompanying consolidated statements of operations, as applicable.
−Removed: For the years ended December 31, 2020, 2019 and 2018, we incurred construction management fees of $ 99,000 , $ 155,000 and $ 28,000 , respectively.
+Added: In the event that our former advisor or its affiliates assisted with planning and coordinating the construction of any capital or tenant improvements, our former advisor or its affiliates were paid a construction management fee of up to 5.0 % of the cost of such improvements.
+Added: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 144,000 , $ 183,000 and $ 320,000 , respectively, in construction management fees to our former advisor or its affiliates.
+Added: Construction management fees were capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets.
Operating Expenses
−Removed: 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:
+Added: We reimbursed our former advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations.
+Added: However, we did not reimburse our former advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceeded the greater of:
(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
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient.
+Added: 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.
For the 12 months ended December 31, 2021, 2020 and 2019, our operating expenses did not exceed the aforementioned limitations.
−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 December 31,
−Removed: 2020 2019 2018
−Removed: Operating expenses as a percentage of average invested assets 1.2 % 1.2 % 1.2 %
−Removed: Operating expenses as a percentage of net income 38.1 % 37.2 % 28.3 %
−Removed: For the years ended December 31, 2020, 2019 and 2018, our advisor incurred operating expenses on our behalf of $ 159,000 , $ 132,000 and $ 65,000 , respectively.
−Removed: Operating expenses are generally included in general and administrative in our accompanying consolidated statements of operations.
+Added: For the years ended December 31, 2021, 2020 and 2019, our former advisor or its affiliates incurred operating expenses on our behalf of $ 160,000 , $ 235,000 and $ 211,000 , respectively.
+Added: Following the Merger and the AHI Acquisition, we no longer reimburse our former advisor for operating expenses incurred.
+Added: Operating expenses were generally included in general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
Liquidity Stage
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 years ended December 31, 2020, 2019 and 2018, 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 years ended December 31, 2020, 2019 and 2018, 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 years ended December 31, 2020, 2019 and 2018, 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
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: For services relating to the sale of one or more properties, we paid our former advisor or its affiliates a disposition fee of 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.
+Added: The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated third parties, did not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0 % of the contract sales price.
+Added: For the years ended December 31, 2021 and 2020, our former advisor agreed to waive $ 93,000 and $ 431,000 , respectively, of disposition fees that may otherwise have been due to our former advisor pursuant to the Advisory Agreement.
+Added: See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 4, Real Estate Investments, Net, for discussions of our property dispositions, as well as Note 14, Equity — Noncontrolling Interests in Total Equity, for a discussion of the disposition of membership interests in a consolidated limited liability company.
+Added: Our former advisor did not receive any additional securities, shares of stock or any other form of consideration or any repayment as a result of the waiver of such disposition fees.
+Added: For the year ended December 31, 2019, we did no t incur any disposition fees to our former advisor or its affiliates.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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 December 31, 2020 and 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, the four Executive Vice Presidents of American Healthcare Investors at the time, including our Executive Vice President of Acquisitions, Stefan K.L.
−Removed: Oh, our Chief Financial Officer, Brian S.
−Removed: Peay, and Wendie Newman Vice President of Asset Management, each executed similar 2018 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from 5.0 % to 15.0 %, earned on or after January 1, 2018 as employees of American Healthcare Investors directly into shares of our Class I common stock.
−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: For the years ended December 31, 2019 and 2018, our officers invested $ 34,000 and $ 1,078,000 , respectively, and 3,346 and 113,658 shares of our Class I common stock, respectively, were issued in the aggregate pursuant to the 2018 Stock Purchase Plans.
−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 $ 9.21 per share prior to April 11, 2018 and $ 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.
+Added: Registration Rights Agreement
+Added: On October 1, 2021, at the consummation of the AHI Acquisition, GAHR III and the surviving partnership entered into a registration rights agreement, or the Registration Rights Agreement, with Griffin-American Strategic Holdings, LLC, or HoldCo, pursuant to which, subject to certain limitations therein, as promptly as practicable following the later of the expiration of (i) the period commencing on the closing of the AHI Acquisition and ending upon the earliest to occur of (a) the second anniversary date of the issuance of the surviving partnership OP units issued in connection with the AHI Acquisition, (b) a change of control of Merger Sub, and (c) the listing of shares of our common stock on a national securities exchange, or the Lock-Up Period;
+Added: and (ii) the date on which we are eligible to file a registration statement (but in any event no later than 180 days after such date), we, as the indirect parent company of the surviving partnership, are required to file a shelf registration statement with the SEC under the Securities Act covering the resale of the shares of our Class I common stock issued or issuable in redemption of the surviving partnership OP units that the surviving partnership issued as consideration in the AHI Acquisition.
+Added: The Registration Rights Agreement also grants HoldCo (or any successor holder of such shares) demand rights to request additional registration statement filings as well as “piggyback” registration rights, in each case on or after the expiration of the Lock-Up Period.
+Added: In connection with the Merger, we assumed from GAHR III the Registration Rights Agreement and GAHR III’s obligations thereunder in their entirety.
Accounts Payable Due to Affiliates
1 unchanged sentence
Fee 2021 2020
−Removed: Asset management fees $ 814,000 $ 768,000
−Removed: Property management fees 117,000 145,000
−Removed: Acquisition and development fees 64,000 5,000
+Added: Lease commissions $ 245,000 $ 27,000
+Added: Development fees 229,000 743,000
Construction management fees 152,000 91,000
Operating expenses 100,000 10,000
−Removed: Lease commissions 8,000 21,000
−Removed: Total $ 1,046,000 $ 1,016,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Asset and property management fees 83,000 7,155,000
+Added: Acquisition fees 57,000 —
+Added: $ 866,000 $ 8,026,000
Fair Value Measurements
10 unchanged sentences
Derivative financial instruments $ — $ 500,000 $ — $ 500,000
+Added: Warrants — — 786,000 786,000
+Added: Total liabilities at fair value $ — $ 500,000 $ 786,000 $ 1,286,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2020, aggregated by the level in the fair value hierarchy within which those measurements fall:
7 unchanged sentences
(Level 3) Total
+Added: Derivative financial instrument $ — $ — $ — $ —
+Added: Total assets at fair value $ — $ — $ — $ —
Derivative financial instruments $ — $ 7,877,000 $ — $ 7,877,000
−Removed: There were no transfers into or out of fair value measurement levels during the years ended December 31, 2020 and 2019.
+Added: Warrants — — 1,025,000 1,025,000
+Added: Total liabilities at fair value $ — $ 7,877,000 $ 1,025,000 $ 8,902,000
+Added: There were no transfers into and out of fair value measurement levels during the years ended December 31, 2021 and 2020.
Derivative Financial Instruments
−Removed: We use interest rate swaps to manage interest rate risk associated with variable-rate debt.
+Added: We use interest rate swaps or interest rate caps to manage interest rate risk associated with variable-rate debt.
The valuation of these instruments is determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative.
7 unchanged sentences
As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
+Added: As of December 31, 2021 and 2020, we have recorded $ 786,000 and $ 1,025,000 , respectively, related to warrants in Trilogy common units held by certain members of Trilogy’s management, which is included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
+Added: Once exercised, these warrants have redemption features similar to the common units held by members of Trilogy’s management.
+Added: See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
+Added: As of December 31, 2021 and 2020, the carrying value is a reasonable estimate of fair value.
Financial Instruments Disclosed at Fair Value
Our accompanying 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
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under our lines of credit and term loans.
+Added: We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: the short period of time between origination of the instruments and their expected realization.
+Added: 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.
−Removed: These financial assets and liabilities are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets and liabilities, and therefore are classified as Level 1 in the fair value hierarchy.
−Removed: The fair values of our mortgage loans payable and the 2018 Credit Facility are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities.
−Removed: 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.
+Added: The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy.
+Added: The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities.
+Added: The fair values of our mortgage loans payable and our lines of credit and term loans are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities.
+Added: We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loans are classified in Level 2 within the fair value hierarchy.
The carrying amounts and estimated fair values of such financial instruments as of December 31, 2021 and 2020 were as follows:
2 unchanged sentences
Amount(1) Fair
+Added: Financial Assets:
+Added: Debt security investment $ 79,315,000 $ 93,920,000 $ 75,851,000 $ 94,033,000
Financial Liabilities:
Mortgage loans payable $ 1,095,594,000 $ 1,075,729,000 $ 810,478,000 $ 830,049,000
−Removed: Line of credit and term loans $ 475,176,000 $ 477,651,000 $ 393,217,000 $ 396,891,000
−Removed: (1) Carrying amount is net of any discount/premium and deferred financing costs.
+Added: Lines of credit and term loans $ 1,222,853,000 $ 1,226,636,000 $ 836,770,000 $ 847,048,000
+Added: (1) Carrying amount is net of any discount/premium and unamortized costs.
As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
1 unchanged sentence
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 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 consolidated financial statements.
+Added: The components of income or loss before taxes for the years ended December 31, 2021, 2020 and 2019, were as follows:
+Added: 2021 2020 2019
+Added: Domestic $ ( 52,001,000 ) $ 6,171,000 $ 1,193,000
+Added: Foreign ( 312,000 ) ( 386,000 ) ( 521,000 )
+Added: (Loss) income before income taxes $ ( 52,313,000 ) $ 5,785,000 $ 672,000
The components of income tax benefit or expense for the years ended December 31, 2021, 2020 and 2019 were as follows:
−Removed: Years Ended December 31,
2021 2020 2019
3 unchanged sentences
State current 329,000 — ( 16,000 )
−Removed: Valuation allowance 4,433,000 1,187,000 3,268,000
−Removed: Total income tax (benefit) expense $ — $ ( 8,000 ) $ 8,000
+Added: Foreign current 627,000 612,000 605,000
+Added: Valuation allowances 14,941,000 2,421,000 5,373,000
+Added: Total income tax expense (benefit) $ 956,000 $ ( 3,078,000 ) $ 1,524,000
Current Income Tax
Federal and state income taxes are generally a function of the level of income recognized by our TRS.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Foreign income taxes are generally a function of our income on our real estate located in the UK and Isle of Man.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6 unchanged sentences
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 December 31, 2020 and 2019, our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income.
+Added: As of December 31, 2021 and 2020, our valuation allowance fully reserves and substantially reserves, respectively, the net deferred tax assets due to historical losses and 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: Any increases or decreases to the deferred income tax assets or liabilities are reflected in income tax benefit or expense in our accompanying consolidated statements of operations.
−Removed: The components of deferred tax assets as of December 31, 2020 and 2019 was as follows:
−Removed: Years Ended December 31,
+Added: Any increases or decreases to the deferred income tax assets or liabilities are reflected in income tax (expense) benefit in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: The components of deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows:
Deferred income tax assets:
1 unchanged sentence
Expense accruals and other 17,804,000 13,968,000
−Removed: Net operating loss 4,306,000 1,856,000
−Removed: Valuation allowances ( 9,364,000 ) ( 4,931,000 )
+Added: Net operating loss and other carry forwards 41,164,000 21,168,000
+Added: Reserves and accruals 7,375,000 6,541,000
+Added: Allowances for accounts receivable 1,951,000 1,932,000
+Added: Investments in unconsolidated entities 2,611,000 2,357,000
Total deferred income tax assets
+Added: $ 80,775,000 $ 51,585,000
+Added: Deferred income tax liabilities:
+Added: Fixed assets and intangibles $ ( 18,689,000 ) $ ( 16,840,000 )
+Added: Other — temporary differences ( 2,467,000 ) ( 2,868,000 )
+Added: Total deferred income tax liabilities $ ( 21,156,000 ) $ ( 19,708,000 )
+Added: Net deferred income tax assets before valuation allowance $ 59,619,000 $ 31,877,000
+Added: Valuation allowances ( 59,619,000 ) ( 31,877,000 )
+Added: Net deferred income tax assets (liabilities) $ — $ —
At December 31, 2021 and 2020, we had a NOL carryforward of $ 165,321,000 and $ 87,347,000 , respectively, related to our TRS.
These amounts can be used to offset future taxable income, if any.
−Removed: The NOL carryforwards that were incurred before January 1, 2018 begin to expire in 2037 with respect to the TRS.
−Removed: The NOL carryforwards incurred after December 31, 2017 will be carried forward indefinitely.
−Removed: Tax Treatment of Distributions
+Added: The NOL carryforwards incurred before January 1, 2018 will begin to expire starting 2035, and NOL carryforwards incurred after December 31, 2017 will be carried forward indefinitely.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Tax Treatment of Distributions (Unaudited)
For federal income tax purposes, distributions to stockholders are characterized as ordinary income, capital gain distributions or nontaxable distributions.
8 unchanged sentences
Amounts listed above do not include distributions paid on nonvested shares of our restricted common stock which have been separately reported.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We have operating leases with tenants that expire at various dates through 2050.
−Removed: For the years ended December 31, 2020 and 2019, we recognized $ 86,321,000 and $ 74,610,000 of real estate revenue, respectively, related to operating lease payments, of which $ 18,372,000 and $ 14,878,000 , respectively, was for variable lease payments.
−Removed: As of December 31, 2020, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for each of the next five years ending December 31 and thereafter for the properties that we wholly own:
+Added: For the years ended December 31, 2021 and 2020, we recognized $ 136,294,000 and $ 114,770,000 , respectively, of revenues related to operating lease payments, of which $ 23,340,000 and $ 18,452,000 , respectively, was for variable lease payments.
+Added: As of December 31, 2021, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for each of the next five years ending December 31 and thereafter for properties that we wholly own:
2022 $ 151,659,000
4 unchanged sentences
Thereafter 611,713,000
−Removed: $ 546,317,000
−Removed: We have ground lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options.
−Removed: These leases expire at various dates through 2107, excluding extension options.
−Removed: Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index, and may include other variable lease costs (i.e., common area maintenance, property taxes and insurance).
+Added: Total $ 1,264,248,000
+Added: We lease certain land, buildings, furniture, fixtures, campus equipment, office equipment and automobiles.
+Added: We have lease agreements with lease and non-lease components, which are generally accounted for separately.
+Added: Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2107, excluding extension options.
+Added: The exercise of lease renewal options is at our sole discretion.
+Added: Certain leases also include options to purchase the leased property.
+Added: As of December 31, 2021, we had future lease payments of $ 27,229,000 for an operating lease that had not yet commenced.
+Added: Such operating lease will commence in fiscal year 2022 with a lease term of 15 years.
+Added: The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
+Added: Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index, and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance).
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
−Removed: For the years ended December 31, 2020 and 2019, operating lease costs were $ 862,000 and $ 735,000 , respectively, which are included in rental expenses in our accompanying consolidated statements of operations.
−Removed: Such costs also include variable lease costs, which are immaterial.
−Removed: Additional information related to our operating leases for the periods presented below was as follows:
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The components of lease costs were as follows:
+Added: Years Ended December 31,
+Added: Lease Cost Classification 2021 2020 2019
+Added: Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 23,774,000 $ 32,441,000 $ 29,974,000
+Added: Finance lease cost
+Added: Amortization of leased assets Depreciation and amortization 1,447,000 1,891,000 2,001,000
+Added: Interest on lease liabilities Interest expense 384,000 609,000 391,000
+Added: Sublease income Resident fees and services revenue or other income ( 210,000 ) — —
+Added: Total lease cost $ 25,395,000 $ 34,941,000 $ 32,366,000
+Added: (1) Includes short-term leases and variable lease costs, which are immaterial.
+Added: Additional information related to our leases for the periods presented below was as follows:
+Added: Lease Term and Discount Rate 2021 2020 2019
Weighted average remaining lease term (in years)
+Added: Operating leases 16.9 13.3 13.5
+Added: Finance leases 3.6 1.3 1.3
Weighted average discount rate
−Removed: 5.74 % 5.74 %
+Added: Operating leases 5.52 % 5.77 % 5.94 %
+Added: Finance leases 7.68 % 5.62 % 7.33 %
Years Ended December 31,
−Removed: Cash paid for amounts included in the measurement of operating lease liabilities:
+Added: Supplemental Disclosure of Cash Flows Information 2021 2020 2019
+Added: Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows related to operating leases $ 16,793,000 $ 23,790,000 $ 22,114,000
−Removed: $ 518,000 $ 458,000
+Added: Operating cash outflows related to finance leases $ 384,000 $ 609,000 $ 390,000
+Added: Financing cash outflows related to finance leases $ 170,000 $ 1,235,000 $ 3,076,000
+Added: Leased assets obtained in exchange for finance lease liabilities $ 1,409,000 $ 66,000 $ —
Right-of-use assets obtained in exchange for operating lease liabilities $ 29,523,000 $ 14,302,000 $ 31,958,000
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Operating Leases
As of December 31, 2021, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for each of the next five years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying consolidated balance sheet:
2022 $ 19,188,000
+Added: 2023 19,203,000
+Added: 2024 18,257,000
+Added: 2025 17,292,000
+Added: 2026 16,956,000
Thereafter 163,816,000
2 unchanged sentences
Present value of operating lease liabilities $ 145,485,000
+Added: Finance Leases
+Added: As of December 31, 2021, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for each of the next five years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities:
+Added: 2022 $ 55,000
+Added: Total finance lease payments 169,000
+Added: interest 21,000
+Added: Present value of finance lease liabilities $ 148,000
Segment Reporting
−Removed: As of December 31, 2020, we evaluated our business and made resource allocations based on four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
+Added: As of December 31, 2021, we evaluated our business and made resource allocations based on six reportable business segments:
+Added: medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.
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).
−Removed: Our senior housing and skilled nursing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.
−Removed: 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, or NOI.
−Removed: We define segment NOI as total revenues and grant income, less rental expenses and property operating expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses, interest expense, impairment of real estate investments, income or loss from unconsolidated entity, other income and income tax benefit or expense for each segment.
−Removed: We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement.
−Removed: 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.
+Added: In addition, our medical office buildings segment included our real estate notes receivable that were settled in full in June 2019.
+Added: Our hospital investments are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.
+Added: Our skilled nursing and senior housing facilities are similarly structured to our hospital investments.
+Added: In addition, our senior housing segment includes our debt security investment.
+Added: Our SHOP include senior housing facilities that are owned and operated utilizing a RIDEA structure.
+Added: Our integrated senior health campuses include a range of assisted living, memory care, independent living, skilled nursing services and certain ancillary businesses that are owned and operated utilizing a RIDEA structure.
+Added: While we believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement, we evaluate our segments’ performance based upon segment net operating income, or NOI.
+Added: We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: of real estate investments, impairment of real estate investments, income or loss from unconsolidated entities, foreign currency gain or loss, other income and income tax benefit or expense for each segment.
+Added: 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.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Non-segment assets primarily consist of corporate assets including cash and cash equivalents, other receivables, deferred financing costs and other assets not attributable to individual properties.
+Added: On October 1, 2021, as part of the Merger, we acquired 87 properties, comprising 92 buildings, or approximately 4,799,000 square feet of GLA, which expanded our portfolio of real estate properties and SHOP within the segments as outlined above.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Summary information for the reportable segments during the years ended December 31, 2021, 2020 and 2019 was as follows:
+Added: Senior Health
+Added: Campuses SHOP Medical
Buildings Senior
−Removed: RIDEA Skilled
−Removed: Facilities Senior
−Removed: Housing Year Ended
−Removed: December 31, 2020
+Added: Housing Skilled
+Added: Facilities Hospitals Year Ended
Revenues and grant income:
−Removed: Real estate revenue $ 65,509,000 $ — $ 11,968,000 $ 8,844,000 $ 86,321,000
Resident fees and services
+Added: $ 1,025,699,000 $ 98,236,000 $ — $ — $ — $ — $ 1,123,935,000
+Added: Real estate revenue
+Added: — — 97,297,000 16,530,000 17,309,000 10,232,000 141,368,000
Grant income 13,911,000 3,040,000 — — — — 16,951,000
Total revenues and grant income 1,039,610,000 101,276,000 97,297,000 16,530,000 17,309,000 10,232,000 1,282,254,000
−Removed: Rental expenses 22,068,000 — 576,000 806,000 23,450,000
Property operating expenses
+Added: 943,743,000 86,450,000 — — — — 1,030,193,000
+Added: Rental expenses
+Added: — — 36,375,000 366,000 1,507,000 477,000 38,725,000
Segment net operating income
+Added: $ 95,867,000 $ 14,826,000 $ 60,922,000 $ 16,164,000 $ 15,802,000 $ 9,755,000 $ 213,336,000
General and administrative
−Removed: Acquisition related expenses ( 160,000 )
+Added: Business acquisition expenses 13,022,000
Depreciation and amortization
1 unchanged sentence
Interest expense:
−Removed: Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 19,955,000 )
−Removed: Loss in fair value of derivative financial instruments ( 870,000 )
+Added: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 80,937,000 )
+Added: Gain in fair value of derivative financial instruments 8,200,000
+Added: Loss on dispositions of real estate investments ( 100,000 )
Impairment of real estate investments
−Removed: Income from unconsolidated entity 629,000
−Removed: Other income 286,000
+Added: ( 3,335,000 )
+Added: Loss from unconsolidated entities
+Added: ( 1,355,000 )
+Added: Foreign currency loss ( 564,000 )
+Added: Total net other expense ( 76,237,000 )
+Added: Loss before income taxes ( 52,313,000 )
+Added: Income tax expense ( 956,000 )
Net loss $ ( 53,269,000 )
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Senior Health
+Added: Campuses SHOP Medical
Buildings Senior
−Removed: RIDEA Skilled
−Removed: Facilities Senior
−Removed: Housing Year Ended
−Removed: December 31, 2019
−Removed: Real estate revenue $ 54,508,000 $ — $ 11,681,000 $ 8,421,000 $ 74,610,000
+Added: Housing Skilled
+Added: Facilities Hospitals Year Ended
+Added: Revenues and grant income:
Resident fees and services $ 983,169,000 $ 85,904,000 $ — $ — $ — $ — $ 1,069,073,000
−Removed: Total revenues
−Removed: 54,508,000 46,160,000 11,681,000 8,421,000 120,770,000
−Removed: Rental expenses 17,528,000 — 556,000 1,142,000 19,226,000
+Added: Real estate revenue — — 78,424,000 14,524,000 16,107,000 10,992,000 120,047,000
+Added: Grant income 53,855,000 1,326,000 — — — — 55,181,000
+Added: Total revenues and grant income 1,037,024,000 87,230,000 78,424,000 14,524,000 16,107,000 10,992,000 1,244,301,000
Property operating expenses 929,897,000 63,830,000 — — — — 993,727,000
+Added: Rental expenses — — 30,216,000 64,000 1,572,000 446,000 32,298,000
Segment net operating income $ 107,127,000 $ 23,400,000 $ 48,208,000 $ 14,460,000 $ 14,535,000 $ 10,546,000 $ 218,276,000
General and administrative $ 27,007,000
−Removed: Acquisition related expenses
+Added: Business acquisition expenses 290,000
Depreciation and amortization 98,858,000
3 unchanged sentences
Loss in fair value of derivative financial instruments ( 3,906,000 )
−Removed: Income from unconsolidated entity 267,000
+Added: Gain on dispositions of real estate investments 1,395,000
+Added: Impairment of real estate investment ( 11,069,000 )
+Added: Loss from unconsolidated entities ( 4,517,000 )
+Added: Foreign currency gain 1,469,000
Other income 1,570,000
−Removed: Loss before income taxes ( 18,859,000 )
+Added: Total net other expense ( 86,336,000 )
+Added: Income before income taxes 5,785,000
Income tax benefit 3,078,000
−Removed: $ ( 18,851,000 )
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Net income $ 8,863,000
+Added: AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Senior Health
+Added: Campuses SHOP Medical
Buildings Senior
−Removed: RIDEA Skilled
−Removed: Facilities Senior
−Removed: Housing Year Ended
−Removed: December 31, 2018
−Removed: Real estate revenue $ 34,339,000 $ — $ 4,266,000 $ 8,994,000 $ 47,599,000
+Added: Housing Skilled
+Added: Facilities Hospitals Year Ended
Resident fees and services
+Added: $ 1,030,934,000 $ 68,144,000 $ — $ — $ — $ — $ 1,099,078,000
+Added: Real estate revenue
+Added: — — 80,805,000 18,407,000 13,345,000 11,481,000 124,038,000
Total revenues
1,030,934,000 68,144,000 80,805,000 18,407,000 13,345,000 11,481,000 1,223,116,000
−Removed: Rental expenses 9,934,000 — 351,000 1,214,000 11,499,000
Property operating expenses
+Added: 919,793,000 48,067,000 — — — — 967,860,000
+Added: Rental expenses
+Added: — — 30,870,000 1,001,000 1,456,000 532,000 33,859,000
Segment net operating income
+Added: $ 111,141,000 $ 20,077,000 $ 49,935,000 $ 17,406,000 $ 11,889,000 $ 10,949,000 $ 221,397,000
General and administrative $ 29,749,000
−Removed: Acquisition related expenses
+Added: Business acquisition expenses ( 161,000 )
Depreciation and amortization 111,412,000
Other income (expense):
−Removed: Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 6,788,000 )
−Removed: Loss from unconsolidated entity
+Added: Interest expense:
+Added: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishment) ( 78,553,000 )
+Added: Loss in fair value of derivative financial instruments ( 4,541,000 )
+Added: Loss from unconsolidated entities ( 2,097,000 )
+Added: Foreign currency gain 1,730,000
Other income 3,736,000
−Removed: Loss before income taxes ( 8,578,000 )
+Added: Total net other expense ( 79,725,000 )
+Added: Income before income taxes 672,000
Income tax expense ( 1,524,000 )
−Removed: $ ( 8,586,000 )
−Removed: Assets by reportable segment as of December 31, 2020 and 2019 were as follows:
+Added: Net loss $ ( 852,000 )
+Added: Total assets by reportable segment as of December 31, 2021 and 2020 were as follows:
+Added: Integrated senior health campuses $ 1,896,608,000 $ 1,886,878,000
Medical office buildings 1,412,247,000 610,653,000
−Removed: Senior housing — RIDEA 238,910,000 149,055,000
−Removed: Skilled nursing 119,247,000 121,749,000
+Added: SHOP 625,164,000 348,987,000
Senior housing 255,555,000 152,406,000
+Added: Skilled nursing facilities 252,869,000 115,941,000
+Added: Hospitals 109,834,000 109,663,000
Other 28,062,000 10,409,000
Total assets $ 4,580,339,000 $ 3,234,937,000
+Added: As discussed in Note 3, Business Combinations, in connection with the AHI Acquisition, we recorded goodwill of $ 134,589,000 , which was allocated across our reporting segments.
+Added: As of December 31, 2021, goodwill of $ 47,812,000 , $ 8,640,000 , $ 4,389,000 , $ 23,277,000 , $ 5,924,000 and $ 119,856,000 was allocated to our medical office buildings, skilled nursing facilities, hospitals, SHOP, senior housing facilities and integrated senior health campuses, respectively.
+Added: As of December 31, 2020, goodwill of $ 75,309,000 was allocated to integrated senior health campuses, and no other segments had goodwill.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man.
+Added: Revenues and grant income and assets are attributed to the country in which the property is physically located.
+Added: The following is a summary of geographic information for our operations for the periods presented:
+Added: Years Ended December 31,
+Added: 2021 2020 2019
+Added: Revenues and grant income:
+Added: United States $ 1,277,095,000 $ 1,239,509,000 $ 1,218,337,000
+Added: International 5,159,000 4,792,000 4,779,000
+Added: $ 1,282,254,000 $ 1,244,301,000 $ 1,223,116,000
+Added: The following is a summary of real estate investments, net by geographic regions as of December 31, 2021 and 2020:
+Added: Real estate investments, net:
+Added: United States $ 3,466,019,000 $ 2,279,257,000
+Added: International 48,667,000 50,743,000
+Added: $ 3,514,686,000 $ 2,330,000,000
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 our debt security investment, cash and cash equivalents, restricted cash and accounts and other receivables.
+Added: We are exposed to credit risk with respect to our debt security investment, but we believe collection of the outstanding amount is probable.
Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased.
3 unchanged sentences
Concentration of credit risk with respect to accounts receivable from tenants is limited.
−Removed: 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 December 31, 2020, two states in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI.
−Removed: Our properties located in Missouri and Michigan accounted for approximately 12.1 % and 10.1 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
−Removed: Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Based on leases in effect as of December 31, 2020, our four reportable business segments, medical office buildings, skilled nursing facilities, senior housing — RIDEA and senior housing accounted for 65.0 %, 14.4 %, 10.5 % and 10.1 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
−Removed: As of December 31, 2020, we had one tenant that accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI, as follows:
−Removed: Tenant Annualized
−Removed: NOI(1) Percentage of
−Removed: Base Rent/NOI Acquisition Reportable
−Removed: (Sq Ft) Lease Expiration
−Removed: RC Tier Properties, LLC $ 7,937,000 11.0 % Missouri SNF Portfolio Skilled Nursing 385,000 09/30/33
−Removed: (1) Amount is based on contractual base rent from leases in effect as of December 31, 2020, for our non–RIDEA properties and annualized NOI for our senior housing — RIDEA facilities.
−Removed: The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.
+Added: We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.
+Added: Based on leases in effect as of December 31, 2021, properties in one state in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI.
+Added: Properties located in Indiana accounted for 31.0 % 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 such state’s economy.
+Added: Based on leases in effect as of December 31, 2021, our six reportable business segments, medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals accounted for 41.1 %, 36.5 %, 8.8 %, 5.7 %, 4.6 % and 3.3 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
+Added: As of December 31, 2021, no ne of our tenants at our properties accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses operations as of December 31, 2021.
Per Share Data
Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period.
−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 $ 20,000 , $ 24,000 and $ 19,000 for the years ended December 31, 2020, 2019 and 2018, respectively.
+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 $ 1,440,000 , $ 9,000 and $ 28,000 , respectively, for the years ended December 31, 2021, 2020 and 2019.
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.
−Removed: 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.
+Added: Nonvested shares of our restricted common stock and limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock.
As of December 31, 2021 and 2020, there were 891,543 and 33,000 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 December 31, 2020 and 2019, there were 208 redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: As of December 31, 2021 and 2020, there were 14,007,903 and 222 limited
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: partnership units, respectively, of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.
+Added: Subsequent Events
+Added: Distributions Declared
+Added: On January 20, 2022, our board authorized a distribution to our Class T and Class I stockholders of record as of the close of business on each of January 28, 2022, February 25, 2022 and March 29, 2022.
+Added: The distribution for the months of January 2022, February 2022 and March 2022, is equal to $ 0.033333333 per share of our common stock, which is equal to an annualized distribution rate of $ 0.40 per share.
+Added: The distributions will be paid in cash or shares of our common stock pursuant to our DRIP.
+Added: The distribution for the months of January 2022 and February 2022 were paid on or about February 1, 2022 and March 1, 2022, respectively.
+Added: The distribution for the month of March 2022 will be paid on or about April 1, 2022, only from legally available funds.
+Added: 2022 Credit Facility
+Added: On January 19, 2022 , we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, entered into the 2022 Credit Agreement that amends, restates, supersedes and replaces the 2019 Corporate Credit Agreement with Bank of America;
+Added: Citizens Bank;
+Added: and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount up to $ 1,050,000,000 , or the 2022 Credit Facility.
+Added: The 2022 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $ 500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 .
+Added: The proceeds of loans made under the 2022 Credit Facility may be used for refinancing existing indebtedness and for general corporate purposes including for working capital, capital expenditures and other corporate purposes not inconsistent with obligations under the 2022 Credit Agreement.
+Added: We may also obtain up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2022 Credit Facility.
+Added: Under the terms of the 2022 Credit Agreement, the revolving loans mature on January 19, 2026, and may be extended for one 12 -month period, subject to the satisfaction of certain conditions, including payment of an extension fee.
+Added: The term loan matures on January 19, 2027, and may not be extended.
+Added: The maximum principal amount of the 2022 Credit Facility may be increased by an aggregate incremental amount of $ 700,000,000 , subject to:
+Added: (i) the terms of the 2022 Credit Agreement;
+Added: and (ii) at least five business days’ prior written notice to Bank of America.
+Added: Unless otherwise defined herein, all capitalized terms in this Note 22, Subsequent Events — 2022 Credit Facility, are as defined and set forth in the 2022 Credit Agreement.
+Added: The 2022 Credit Facility bears interest at varying rates based upon, at our option, (i) the Daily Simple Secured Overnight Financing Rate, or Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term Secured Overnight Financing Rate, or the Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans.
+Added: If, under the terms of the 2022 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR then the 2022 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.
+Added: The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
+Added: We are required to pay a fee on the unused portion of the lenders’ commitments under the 2022 Credit Agreement computed at (a) 0.25 % per annum if the actual daily Commitment Utilization Percentage for such quarter is less than or equal to 50% and (b) 0.20 % per annum if the actual daily Commitment Utilization Percentage for such quarter is greater than 50%, which fee shall be computed on the actual daily amount of the Available Commitments during the period for which payment is made and payable in arrears on a quarterly basis.
+Added: At any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, we are required to pay a facility fee as determined in the Debt Ratings Based Pricing Grid multiplied by the actual daily amount of the Aggregate Revolving Commitments , or, if the Aggregate Revolving Commitments have terminated, the Outstanding Amount of all Revolving Loans and L/C Obligations, regardless of usage.
+Added: The 2022 Credit Agreement contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries and limitations on secured recourse indebtedness.
+Added: The 2022 Credit Agreement also imposes certain financial covenants based on certain criteria described in the 2022 Credit Agreement.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: The 2022 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2022 Credit Agreement.
+Added: In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2022 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon.
+Added: The 2022 Credit Facility replaces the 2018 Credit Facility and the 2019 Credit Facility.
+Added: AMERICAN HEALTHCARE REIT, INC.
SCHEDULE III — REAL ESTATE AND
1 unchanged sentence
December 31, 2021
−Removed: Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
Description(a) Encumbrances Land Buildings and
2 unchanged sentences
Acquisition(b) Land Buildings and
−Removed: Improvements Total(d) Accumulated
−Removed: (f)(g) Date of
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
Construction Date
−Removed: Auburn MOB (Medical Office)
−Removed: Auburn, CA $ — $ 406,000 $ 4,600,000 $ 230,000 $ 406,000 $ 4,830,000 $ 5,236,000 $ ( 740,000 ) 1997 06/28/16
−Removed: Pottsville MOB (Medical Office)
−Removed: Pottsville, PA
+Added: DeKalb Professional Center (Medical Office)
+Added: Lithonia, GA $ — $ 479,000 $ 2,871,000 $ 199,000 $ 479,000 $ 3,070,000 $ 3,549,000 $ ( 792,000 ) 2008 06/06/14
+Added: Country Club MOB (Medical Office)
+Added: Stockbridge, GA
— 240,000 2,306,000 382,000 240,000 2,688,000 2,928,000 ( 703,000 ) 2002 06/26/14
−Removed: Charlottesville MOB (Medical Office)
−Removed: Charlottesville, VA
+Added: Acworth Medical Complex (Medical Office)
— 216,000 3,135,000 241,000 216,000 3,376,000 3,592,000 ( 775,000 ) 1976/2009 07/02/14
−Removed: Rochester Hills MOB (Medical Office)
−Removed: Rochester Hills, MI
— 250,000 2,214,000 326,000 250,000 2,540,000 2,790,000 ( 607,000 ) 1976/2009 07/02/14
−Removed: Cullman MOB III (Medical Office)
— 104,000 774,000 10,000 104,000 784,000 888,000 ( 223,000 ) 1976/2009 07/02/14
−Removed: Iron MOB Portfolio (Medical Office)
+Added: Wichita KS MOB (Medical Office)
+Added: Wichita, KS — 943,000 6,288,000 753,000 943,000 7,041,000 7,984,000 ( 1,867,000 ) 1980/1996 09/04/14
+Added: Delta Valley ALF Portfolio (SHOP) Batesville, MS
— 331,000 5,103,000 ( 573,000 ) 331,000 4,530,000 4,861,000 ( 990,000 ) 1999/2005 09/11/14
+Added: Cleveland, MS
— 348,000 6,369,000 ( 1,017,000 ) 348,000 5,352,000 5,700,000 ( 1,179,000 ) 2004 09/11/14
−Removed: Sylacauga, AL
+Added: Springdale, AR
— 891,000 6,538,000 ( 1,067,000 ) 891,000 5,471,000 6,362,000 ( 1,187,000 ) 1998/2005 01/08/15
−Removed: Mint Hill MOB (Medical Office)
−Removed: Mint Hill, NC
+Added: Lee’s Summit MO MOB (Medical Office)
+Added: Lee’s Summit, MO
— 1,045,000 5,068,000 646,000 1,045,000 5,714,000 6,759,000 ( 1,835,000 ) 2006 09/18/14
−Removed: Lafayette Assisted Living Portfolio (Senior Housing — RIDEA)
−Removed: Lafayette, LA
+Added: Carolina Commons MOB (Medical Office)
+Added: Indian Land, SC
6,022,000 1,028,000 9,430,000 4,252,000 1,028,000 13,682,000 14,710,000 ( 2,813,000 ) 2009 10/15/14
−Removed: Lafayette, LA
+Added: Mount Olympia MOB Portfolio (Medical Office)
+Added: Mount Dora, FL
— 393,000 5,633,000 — 393,000 5,633,000 6,026,000 ( 1,229,000 ) 2009 12/04/14
−Removed: Evendale MOB (Medical Office)
+Added: Olympia Fields, IL
— 298,000 2,726,000 33,000 298,000 2,759,000 3,057,000 ( 693,000 ) 2005 12/04/14
−Removed: Battle Creek MOB (Medical Office)
−Removed: Battle Creek, MI — 960,000 5,717,000 429,000 960,000 6,146,000 7,106,000 ( 1,064,000 ) 1996 03/10/17
−Removed: Reno MOB (Medical Office) Reno, NV
+Added: Southlake TX Hospital (Hospital) Southlake, TX 95,000,000 5,089,000 108,517,000 — 5,089,000 108,517,000 113,606,000 ( 20,606,000 ) 2013 12/04/14
+Added: East Texas MOB Portfolio (Medical Office)
— — 19,942,000 111,000 — 20,053,000 20,053,000 ( 4,727,000 ) 2008 12/12/14
−Removed: Athens MOB Portfolio (Medical Office)
−Removed: Athens, GA — 809,000 5,227,000 422,000 809,000 5,649,000 6,458,000 ( 750,000 ) 2006 05/18/17
−Removed: Athens, GA — 1,084,000 8,772,000 109,000 1,084,000 8,881,000 9,965,000 ( 1,080,000 ) 2006 05/18/17
−Removed: SW Illinois Senior Housing Portfolio (Senior Housing)
— 228,000 965,000 — 228,000 965,000 1,193,000 ( 362,000 ) 1979/1997 12/12/14
— 759,000 1,696,000 — 759,000 1,696,000 2,455,000 ( 706,000 ) 1998 12/12/14
−Removed: Millstadt, IL
— — 8,027,000 — — 8,027,000 8,027,000 ( 1,941,000 ) 2004 12/12/14
1 unchanged sentence
— — 27,601,000 4,243,000 — 31,844,000 31,844,000 ( 7,853,000 ) 1985/1993/ 2004 12/12/14
−Removed: Lawrenceville MOB (Medical Office)
−Removed: Lawrenceville, GA — 1,363,000 9,099,000 5,000 1,363,000 9,104,000 10,467,000 ( 1,218,000 ) 2005 06/12/17
−Removed: Northern California Senior Housing Portfolio (Senior Housing — RIDEA) Belmont, CA
+Added: Marshall, TX — 368,000 1,711,000 99,000 368,000 1,810,000 2,178,000 ( 703,000 ) 1970 12/12/14
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Premier MOB (Medical Office)
+Added: Novi, MI $ — $ 644,000 $ 10,420,000 $ 1,367,000 $ 644,000 $ 11,787,000 $ 12,431,000 $ ( 2,833,000 ) 2006 12/19/14
+Added: Independence MOB Portfolio (Medical Office)
+Added: Southgate, KY
— 411,000 11,005,000 2,301,000 411,000 13,306,000 13,717,000 ( 3,024,000 ) 1988 01/13/15
−Removed: Fairfield, CA
−Removed: — 317,000 6,584,000 ( 2,214,000 ) (c) 317,000 4,370,000 4,687,000 ( 666,000 ) 1974 06/28/17
−Removed: Menlo Park, CA
+Added: Somerville, MA
29,735,000 1,509,000 46,775,000 5,471,000 1,509,000 52,246,000 53,755,000 ( 9,436,000 ) 1985 01/13/15
−Removed: Sacramento, CA
+Added: Morristown, NJ
+Added: 27,797,000 3,763,000 26,957,000 4,574,000 3,764,000 31,530,000 35,294,000 ( 7,870,000 ) 1980 01/13/15
+Added: Verona, NJ — 1,683,000 9,405,000 1,386,000 1,683,000 10,791,000 12,474,000 ( 2,410,000 ) 1970 01/13/15
+Added: Bronx, NY — — 19,593,000 3,078,000 — 22,671,000 22,671,000 ( 4,544,000 ) 1987/1988 01/26/15
+Added: King of Prussia PA MOB (Medical Office)
+Added: King of Prussia, PA
+Added: 8,567,000 3,427,000 13,849,000 5,976,000 3,427,000 19,825,000 23,252,000 ( 5,172,000 ) 1946/2000 01/21/15
+Added: North Carolina ALF Portfolio (SHOP) Clemmons, NC — 596,000 13,237,000 ( 691,000 ) 596,000 12,546,000 13,142,000 ( 2,477,000 ) 2014 06/29/15
+Added: Garner, NC — 1,723,000 11,517,000 51,000 1,723,000 11,568,000 13,291,000 ( 1,138,000 ) 2014 03/27/19
+Added: Huntersville, NC
+Added: — 2,033,000 11,494,000 ( 102,000 ) 2,033,000 11,392,000 13,425,000 ( 1,794,000 ) 2015 01/18/17
+Added: — 949,000 12,537,000 ( 144,000 ) 949,000 12,393,000 13,342,000 ( 1,390,000 ) 2017 08/30/18
+Added: Mooresville, NC
+Added: — 835,000 15,894,000 ( 716,000 ) 835,000 15,178,000 16,013,000 ( 3,019,000 ) 2012 01/28/15
+Added: Raleigh, NC — 1,069,000 21,235,000 ( 720,000 ) 1,069,000 20,515,000 21,584,000 ( 3,861,000 ) 2013 01/28/15
+Added: Wake Forest, NC
+Added: — 772,000 13,596,000 ( 828,000 ) 772,000 12,768,000 13,540,000 ( 2,373,000 ) 2014 06/29/15
+Added: Orange Star Medical Portfolio (Medical Office and Hospital)
+Added: Durango, CO — 623,000 14,166,000 295,000 623,000 14,461,000 15,084,000 ( 2,824,000 ) 2004 02/26/15
+Added: Durango, CO — 788,000 10,467,000 666,000 788,000 11,133,000 11,921,000 ( 2,252,000 ) 2004 02/26/15
+Added: Friendswood, TX
+Added: — 500,000 7,664,000 522,000 500,000 8,186,000 8,686,000 ( 1,747,000 ) 2008 02/26/15
+Added: Keller, TX — 1,604,000 7,912,000 521,000 1,604,000 8,433,000 10,037,000 ( 1,881,000 ) 2011 02/26/15
+Added: Wharton, TX — 259,000 10,590,000 325,000 259,000 10,915,000 11,174,000 ( 2,317,000 ) 1987 02/26/15
+Added: Kingwood MOB Portfolio (Medical Office)
+Added: Kingwood, TX — 820,000 8,589,000 290,000 820,000 8,879,000 9,699,000 ( 1,913,000 ) 2005 03/11/15
+Added: Kingwood, TX — 781,000 3,943,000 95,000 781,000 4,038,000 4,819,000 ( 916,000 ) 2008 03/11/15
+Added: Mt Juliet TN MOB (Medical Office)
+Added: Mount Juliet, TN
+Added: — 1,188,000 10,720,000 187,000 1,188,000 10,907,000 12,095,000 ( 2,353,000 ) 2012 03/17/15
+Added: Homewood AL MOB (Medical Office)
+Added: — 405,000 6,590,000 ( 60,000 ) 405,000 6,530,000 6,935,000 ( 1,488,000 ) 2010 03/27/15
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Paoli PA Medical Plaza (Medical Office) Paoli, PA $ 12,077,000 $ 2,313,000 $ 12,447,000 $ 8,068,000 $ 2,313,000 $ 20,515,000 $ 22,828,000 $ ( 3,944,000 ) 1951 04/10/15
+Added: Paoli, PA — 1,668,000 7,357,000 1,332,000 1,668,000 8,689,000 10,357,000 ( 2,324,000 ) 1975 04/10/15
+Added: Glen Burnie MD MOB (Medical Office)
+Added: Glen Burnie, MD
+Added: — 2,692,000 14,095,000 3,072,000 2,692,000 17,167,000 19,859,000 ( 4,269,000 ) 1981 05/06/15
+Added: Marietta GA MOB (Medical Office)
+Added: Marietta, GA — 1,347,000 10,947,000 468,000 1,347,000 11,415,000 12,762,000 ( 2,281,000 ) 2002 05/07/15
+Added: Mountain Crest Senior Housing Portfolio (SHOP) Elkhart, IN — 793,000 6,009,000 427,000 793,000 6,436,000 7,229,000 ( 1,559,000 ) 1997 05/14/15
+Added: Elkhart, IN — 782,000 6,760,000 607,000 782,000 7,367,000 8,149,000 ( 1,890,000 ) 2000 05/14/15
+Added: Hobart, IN — 604,000 11,529,000 158,000 604,000 11,687,000 12,291,000 ( 2,446,000 ) 2008 05/14/15
+Added: LaPorte, IN — 392,000 14,894,000 413,000 392,000 15,307,000 15,699,000 ( 3,141,000 ) 2008 05/14/15
+Added: Mishawaka, IN 8,872,000 3,670,000 14,416,000 834,000 3,670,000 15,250,000 18,920,000 ( 3,423,000 ) 1978 07/14/15
+Added: Niles, MI — 404,000 5,050,000 421,000 404,000 5,471,000 5,875,000 ( 1,356,000 ) 2000 06/11/15
+Added: Nebraska Senior Housing Portfolio (SHOP) Bennington, NE — 981,000 20,427,000 749,000 981,000 21,176,000 22,157,000 ( 4,150,000 ) 2009 05/29/15
+Added: Omaha, NE — 1,274,000 38,619,000 972,000 1,274,000 39,591,000 40,865,000 ( 7,303,000 ) 2000 05/29/15
+Added: Pennsylvania Senior Housing Portfolio (SHOP) Bethlehem, PA — 1,542,000 22,249,000 679,000 1,542,000 22,928,000 24,470,000 ( 4,924,000 ) 2005 06/30/15
+Added: Boyertown, PA 22,932,000 480,000 25,544,000 521,000 480,000 26,065,000 26,545,000 ( 5,026,000 ) 2000 06/30/15
+Added: York, PA 12,432,000 972,000 29,860,000 438,000 972,000 30,298,000 31,270,000 ( 5,765,000 ) 1986 06/30/15
+Added: Southern Illinois MOB Portfolio (Medical Office)
+Added: Waterloo, IL — 94,000 1,977,000 — 94,000 1,977,000 2,071,000 ( 455,000 ) 2015 07/01/15
+Added: Waterloo, IL — 738,000 6,332,000 509,000 738,000 6,841,000 7,579,000 ( 1,559,000 ) 1995 07/01/15,
+Added: Waterloo, IL — 200,000 2,648,000 76,000 200,000 2,724,000 2,924,000 ( 670,000 ) 2011 07/01/15
+Added: Napa Medical Center (Medical Office)
+Added: Napa, CA — 1,176,000 13,328,000 1,732,000 1,176,000 15,060,000 16,236,000 ( 3,584,000 ) 1980 07/02/15
+Added: Chesterfield Corporate Plaza (Medical Office)
+Added: Chesterfield, MO
+Added: — 8,030,000 24,533,000 3,120,000 8,030,000 27,653,000 35,683,000 ( 6,941,000 ) 1989 08/14/15
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Richmond VA ALF (SHOP) North Chesterfield, VA $ 32,476,000 $ 2,146,000 $ 56,671,000 $ 563,000 $ 2,146,000 $ 57,234,000 $ 59,380,000 $ ( 9,757,000 ) 2009 09/11/15
+Added: Crown Senior Care Portfolio (Senior Housing) Peel, Isle of Man — 1,236,000 7,378,000 — 1,236,000 7,378,000 8,614,000 ( 1,397,000 ) 2015 09/15/15
+Added: Albans, UK — 1,246,000 13,100,000 723,000 1,246,000 13,823,000 15,069,000 ( 2,544,000 ) 2015 10/08/15
+Added: Salisbury, UK — 1,324,000 12,720,000 42,000 1,324,000 12,762,000 14,086,000 ( 2,360,000 ) 2015 12/08/15
+Added: Aberdeen, UK — 2,149,000 6,407,000 — 2,149,000 6,407,000 8,556,000 ( 949,000 ) 1986 11/15/16
+Added: Felixstowe, UK — 747,000 6,155,000 546,000 747,000 6,701,000 7,448,000 ( 983,000 ) 2010/2011 11/15/16
+Added: Felixstowe, UK — 564,000 2,698,000 363,000 564,000 3,061,000 3,625,000 ( 499,000 ) 2010/2011 11/15/16
+Added: Washington DC SNF (Skilled Nursing) Washington, DC 60,100,000 1,194,000 34,200,000 — 1,194,000 34,200,000 35,394,000 ( 6,995,000 ) 1983 10/29/15
+Added: Stockbridge GA MOB II (Medical Office) Stockbridge, GA — 499,000 8,353,000 1,049,000 499,000 9,402,000 9,901,000 ( 1,745,000 ) 2006 12/03/15
+Added: Marietta GA MOB II (Medical Office) Marietta, GA — 661,000 4,783,000 313,000 661,000 5,096,000 5,757,000 ( 1,067,000 ) 2007 12/09/15
+Added: Naperville MOB (Medical Office) Naperville, IL — 392,000 3,765,000 206,000 392,000 3,971,000 4,363,000 ( 894,000 ) 1999 01/12/16
+Added: Naperville, IL — 548,000 11,815,000 887,000 548,000 12,702,000 13,250,000 ( 2,554,000 ) 1989 01/12/16
+Added: Lakeview IN Medical Plaza (Medical Office) Indianapolis, IN 20,155,000 2,375,000 15,911,000 8,001,000 2,375,000 23,912,000 26,287,000 ( 5,393,000 ) 1987 01/21/16
+Added: Pennsylvania Senior Housing Portfolio II (SHOP) Palmyra, PA 19,114,000 835,000 24,424,000 355,000 835,000 24,779,000 25,614,000 ( 5,172,000 ) 2007 02/01/16
+Added: Snellville GA MOB (Medical Office) Snellville, GA — 332,000 7,781,000 1,112,000 332,000 8,893,000 9,225,000 ( 1,574,000 ) 2005 02/05/16
+Added: Lakebrook Medical Center (Medical Office) Westbrook, CT — 653,000 4,855,000 817,000 653,000 5,672,000 6,325,000 ( 1,118,000 ) 2007 02/19/16
+Added: Stockbridge GA MOB III (Medical Office) Stockbridge, GA — 606,000 7,924,000 1,440,000 606,000 9,364,000 9,970,000 ( 1,622,000 ) 2007 03/29/16
+Added: Joplin MO MOB (Medical Office) Joplin, MO — 1,245,000 9,860,000 70,000 1,245,000 9,930,000 11,175,000 ( 2,590,000 ) 2000 05/10/16
+Added: Austell GA MOB (Medical Office) Austell, GA — 663,000 10,547,000 125,000 663,000 10,672,000 11,335,000 ( 1,800,000 ) 2008 05/25/16
+Added: Middletown OH MOB (Medical Office) Middletown, OH — — 17,389,000 853,000 — 18,242,000 18,242,000 ( 3,044,000 ) 2007 06/16/16
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Fox Grape SNF Portfolio (Skilled Nursing)
+Added: Braintree, MA $ — $ 1,844,000 $ 10,847,000 $ 31,000 $ 1,844,000 $ 10,878,000 $ 12,722,000 $ ( 1,706,000 ) 2015 07/01/16
+Added: Brighton, MA — 779,000 2,661,000 334,000 779,000 2,995,000 3,774,000 ( 522,000 ) 1982 07/01/16
+Added: Duxbury, MA — 2,921,000 11,244,000 1,933,000 2,921,000 13,177,000 16,098,000 ( 2,194,000 ) 1983 07/01/16
+Added: Hingham, MA — 2,316,000 17,390,000 ( 166,000 ) 2,316,000 17,224,000 19,540,000 ( 2,692,000 ) 1990 07/01/16
+Added: Quincy, MA 14,141,000 3,537,000 13,697,000 333,000 3,537,000 14,030,000 17,567,000 ( 2,093,000 ) 1995 11/01/16
+Added: Voorhees NJ MOB (Medical Office)
+Added: Voorhees, NJ — 1,727,000 8,451,000 1,327,000 1,727,000 9,778,000 11,505,000 ( 1,974,000 ) 2008 07/08/16
+Added: Norwich CT MOB Portfolio (Medical Office)
+Added: Norwich, CT — 403,000 1,601,000 1,228,000 403,000 2,829,000 3,232,000 ( 627,000 ) 2014 12/16/16
+Added: Norwich, CT — 804,000 12,094,000 566,000 804,000 12,660,000 13,464,000 ( 1,980,000 ) 1999 12/16/16
+Added: New London CT MOB (Medical Office)
+Added: New London, CT
+Added: — 669,000 3,479,000 600,000 670,000 4,078,000 4,748,000 ( 874,000 ) 1987 05/03/17
+Added: Middletown OH MOB II (Medical Office)
+Added: Middletown, OH
+Added: — — 3,949,000 549,000 — 4,498,000 4,498,000 ( 584,000 ) 2007 12/20/17
+Added: Owen Valley Health Campus
+Added: Spencer, IN 8,760,000 307,000 9,111,000 245,000 307,000 9,356,000 9,663,000 ( 1,520,000 ) 1999 12/01/15
+Added: Homewood Health Campus
+Added: Lebanon, IN 8,792,000 973,000 9,702,000 640,000 1,040,000 10,275,000 11,315,000 ( 1,696,000 ) 2000 12/01/15
+Added: Ashford Place Health Campus
+Added: Shelbyville, IN 6,003,000 664,000 12,662,000 1,019,000 849,000 13,496,000 14,345,000 ( 2,226,000 ) 2004 12/01/15
+Added: Mill Pond Health Campus
+Added: Greencastle, IN 7,104,000 1,576,000 8,124,000 535,000 1,629,000 8,606,000 10,235,000 ( 1,395,000 ) 2005 12/01/15
+Added: Andrews Health Campus
+Added: Batesville, IN 4,482,000 552,000 8,213,000 508,000 625,000 8,648,000 9,273,000 ( 1,416,000 ) 2005 12/01/15
+Added: Hampton Oaks Health Campus
+Added: Scottsburg, IN 6,310,000 720,000 8,145,000 671,000 845,000 8,691,000 9,536,000 ( 1,478,000 ) 2006 12/01/15
+Added: Forest Park Health Campus
+Added: Richmond, IN 6,890,000 535,000 9,399,000 472,000 639,000 9,767,000 10,406,000 ( 1,670,000 ) 2007 12/01/15
+Added: The Maples at Waterford Crossing
+Added: Goshen, IN 5,823,000 344,000 8,027,000 52,000 351,000 8,072,000 8,423,000 ( 1,304,000 ) 2006 12/01/15
+Added: Morrison Woods Health Campus Muncie, IN (c) 1,903,000 21,806,000 359,000 1,903,000 22,165,000 24,068,000 ( 2,661,000 ) 2008 12/01/15,
+Added: Woodbridge Health Campus
+Added: Logansport, IN 8,326,000 228,000 11,812,000 322,000 257,000 12,105,000 12,362,000 ( 1,990,000 ) 2003 12/01/15
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Bridgepointe Health Campus
+Added: Vincennes, IN $ 7,128,000 $ 747,000 $ 7,469,000 $ 1,312,000 $ 854,000 $ 8,674,000 $ 9,528,000 $ ( 1,325,000 ) 2002 12/01/15
+Added: Greenleaf Living Center
+Added: Elkhart, IN 11,406,000 492,000 12,157,000 801,000 517,000 12,933,000 13,450,000 ( 2,041,000 ) 2000 12/01/15
+Added: Forest Glen Health Campus
+Added: Springfield, OH
+Added: 9,992,000 846,000 12,754,000 519,000 881,000 13,238,000 14,119,000 ( 2,204,000 ) 2007 12/01/15
+Added: The Meadows of Kalida Health Campus
+Added: Kalida, OH 7,883,000 298,000 7,628,000 183,000 303,000 7,806,000 8,109,000 ( 1,270,000 ) 2007 12/01/15
+Added: Findlay, OH 13,077,000 1,312,000 13,475,000 433,000 1,402,000 13,818,000 15,220,000 ( 2,298,000 ) 1975 12/01/15
+Added: Genoa Retirement Village
+Added: Genoa, OH 8,269,000 881,000 8,113,000 667,000 909,000 8,752,000 9,661,000 ( 1,468,000 ) 1985 12/01/15
+Added: Waterford Crossing
+Added: Goshen, IN 8,116,000 344,000 4,381,000 898,000 349,000 5,274,000 5,623,000 ( 881,000 ) 2004 12/01/15
+Added: Elizabeth Healthcare
+Added: Delphi, IN 8,926,000 522,000 5,463,000 5,382,000 634,000 10,733,000 11,367,000 ( 1,554,000 ) 1986 12/01/15
+Added: Cumberland Pointe
+Added: West Lafayette, IN
+Added: 9,465,000 1,645,000 13,696,000 652,000 1,901,000 14,092,000 15,993,000 ( 2,552,000 ) 1980 12/01/15
+Added: Franciscan Healthcare Center
+Added: Louisville, KY
+Added: 10,614,000 808,000 8,439,000 1,750,000 910,000 10,087,000 10,997,000 ( 1,738,000 ) 1975 12/01/15
+Added: Blair Ridge Health Campus
+Added: Peru, IN 7,691,000 734,000 11,648,000 591,000 773,000 12,200,000 12,973,000 ( 2,294,000 ) 2001 12/01/15
+Added: Glen Oaks Health Campus
+Added: New Castle, IN 5,146,000 384,000 8,189,000 199,000 413,000 8,359,000 8,772,000 ( 1,316,000 ) 2011 12/01/15
+Added: Covered Bridge Health Campus
+Added: Seymour, IN (c) 386,000 9,699,000 552,000 28,000 10,609,000 10,637,000 ( 1,722,000 ) 2002 12/01/15
+Added: Stonebridge Health Campus
+Added: Bedford, IN 9,815,000 1,087,000 7,965,000 421,000 1,144,000 8,329,000 9,473,000 ( 1,426,000 ) 2004 12/01/15
+Added: RiverOaks Health Campus
+Added: Princeton, IN 14,632,000 440,000 8,953,000 509,000 472,000 9,430,000 9,902,000 ( 1,559,000 ) 2004 12/01/15
+Added: Park Terrace Health Campus
+Added: Louisville, KY
(c) 2,177,000 7,626,000 1,228,000 2,177,000 8,854,000 11,031,000 ( 1,564,000 ) 1977 12/01/15
−Removed: Roseburg MOB (Medical Office)
+Added: Cobblestone Crossing
+Added: Terre Haute, IN
+Added: (c) 1,462,000 13,860,000 5,702,000 1,505,000 19,519,000 21,024,000 ( 3,079,000 ) 2008 12/01/15
+Added: Creasy Springs Health Campus
+Added: Lafayette, IN
16,200,000 2,111,000 14,337,000 5,914,000 2,393,000 19,969,000 22,362,000 ( 3,167,000 ) 2010 12/01/15
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Avalon Springs Health Campus Valparaiso, IN 17,622,000 1,542,000 14,107,000 156,000 1,575,000 14,230,000 15,805,000 ( 2,308,000 ) 2012 12/01/15
+Added: Prairie Lakes Health Campus
+Added: Noblesville, IN 8,901,000 2,204,000 13,227,000 737,000 2,342,000 13,826,000 16,168,000 ( 2,223,000 ) 2010 12/01/15
+Added: RidgeWood Health Campus
+Added: Lawrenceburg, IN
+Added: 13,804,000 1,240,000 16,118,000 200,000 1,261,000 16,297,000 17,558,000 ( 2,581,000 ) 2009 12/01/15
+Added: AMERICAN HEALTHCARE REIT, INC.
SCHEDULE III — REAL ESTATE AND
1 unchanged sentence
December 31, 2021
−Removed: Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
Description(a) Encumbrances Land Buildings and
2 unchanged sentences
Acquisition(b) Land Buildings and
−Removed: Improvements Total(d) Accumulated
−Removed: (f)(g) Date of
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
Construction Date
−Removed: Fairfield County MOB Portfolio (Medical Office)
−Removed: Stratford, CT
+Added: Westport Place Health Campus Louisville, KY (c) $ 1,245,000 $ 9,946,000 $ 113,000 $ 1,262,000 $ 10,042,000 $ 11,304,000 $ ( 1,588,000 ) 2011 12/01/15
+Added: Paddock Springs Warsaw, IN $ 8,762,000 488,000 — 10,602,000 654,000 10,436,000 11,090,000 ( 848,000 ) 2019 02/14/19
+Added: Amber Manor Care Center Petersburg, IN 5,623,000 446,000 6,063,000 354,000 515,000 6,348,000 6,863,000 ( 1,100,000 ) 1990 12/01/15
+Added: The Meadows of Leipsic Health Campus Leipsic, OH (c) 1,242,000 6,988,000 689,000 1,317,000 7,602,000 8,919,000 ( 1,295,000 ) 1986 12/01/15
+Added: Springview Manor Lima, OH (c) 260,000 3,968,000 333,000 278,000 4,283,000 4,561,000 ( 688,000 ) 1978 12/01/15
+Added: Willows at Bellevue Bellevue, OH 16,507,000 587,000 15,575,000 1,176,000 788,000 16,550,000 17,338,000 ( 2,684,000 ) 2008 12/01/15
+Added: Briar Hill Health Campus North Baltimore, OH (c) 673,000 2,688,000 452,000 700,000 3,113,000 3,813,000 ( 566,000 ) 1977 12/01/15
+Added: Cypress Pointe Health Campus Englewood, OH (c) 921,000 10,291,000 10,263,000 1,624,000 19,851,000 21,475,000 ( 2,079,000 ) 2010 12/01/15
+Added: The Oaks at NorthPointe Woods Battle Creek, MI (c) 567,000 12,716,000 161,000 567,000 12,877,000 13,444,000 ( 2,049,000 ) 2008 12/01/15
+Added: Westlake Health Campus Commerce, MI 14,406,000 815,000 13,502,000 ( 192,000 ) 541,000 13,584,000 14,125,000 ( 2,177,000 ) 2011 12/01/15
+Added: Springhurst Health Campus Greenfield, IN 20,011,000 931,000 14,114,000 3,110,000 2,241,000 15,914,000 18,155,000 ( 3,010,000 ) 2007 12/01/15
+Added: Glen Ridge Health Campus Louisville, KY (c) 1,208,000 9,771,000 1,622,000 1,333,000 11,268,000 12,601,000 ( 1,932,000 ) 2006 12/01/15
+Added: Mary Healthcare Lafayette, IN 5,281,000 348,000 2,710,000 222,000 393,000 2,887,000 3,280,000 ( 483,000 ) 1969 12/01/15
+Added: The Oaks at Woodfield Grand Blanc, MI (c) 897,000 12,270,000 256,000 1,080,000 12,343,000 13,423,000 ( 2,043,000 ) 2012 12/01/15
+Added: Stonegate Health Campus Lapeer, MI (c) 538,000 13,159,000 169,000 567,000 13,299,000 13,866,000 ( 2,174,000 ) 2012 12/01/15
+Added: Senior Living at Forest Ridge New Castle, IN (c) 204,000 5,470,000 140,000 238,000 5,576,000 5,814,000 ( 915,000 ) 2005 12/01/15
+Added: Highland Oaks Health Center McConnelsville, OH (c) 880,000 1,803,000 1,149,000 1,316,000 2,516,000 3,832,000 ( 543,000 ) 1978 12/01/15
+Added: River Terrace Health Campus Madison, IN (c) — 13,378,000 4,185,000 76,000 17,487,000 17,563,000 ( 2,789,000 ) 2016 03/28/16
+Added: Charles Health Campus Jasper, IN 11,531,000 467,000 14,532,000 1,564,000 558,000 16,005,000 16,563,000 ( 2,551,000 ) 2000 06/24/16
+Added: Bethany Pointe Health Campus Anderson, IN 19,757,000 2,337,000 26,524,000 2,429,000 2,499,000 28,791,000 31,290,000 ( 4,639,000 ) 1999 06/30/16
+Added: River Pointe Health Campus Evansville, IN 14,195,000 1,118,000 14,736,000 1,402,000 1,126,000 16,130,000 17,256,000 ( 2,732,000 ) 1999 06/30/16
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Waterford Place Health Campus
$ 15,027,000 $ 1,219,000 $ 18,557,000 $ 1,493,000 $ 1,448,000 $ 19,821,000 $ 21,269,000 $ ( 3,324,000 ) 2000 06/30/16
+Added: Autumn Woods Health Campus
+Added: New Albany, IN
+Added: (c) 1,016,000 13,414,000 1,794,000 1,048,000 15,176,000 16,224,000 ( 2,698,000 ) 2000 06/30/16
+Added: Oakwood Health Campus
+Added: Tell City, IN
9,225,000 783,000 11,880,000 1,136,000 874,000 12,925,000 13,799,000 ( 2,330,000 ) 2000 06/30/16
−Removed: Central Florida Senior Housing Portfolio (Senior Housing — RIDEA)
−Removed: Bradenton, FL
+Added: Cedar Ridge Health Campus
+Added: Cynthiana, KY
+Added: (c) 102,000 8,435,000 3,598,000 205,000 11,930,000 12,135,000 ( 2,299,000 ) 2005 06/30/16
+Added: Aspen Place Health Campus
+Added: Greensburg, IN
9,540,000 980,000 10,970,000 885,000 1,212,000 11,623,000 12,835,000 ( 1,890,000 ) 2012 08/16/16
−Removed: Brooksville, FL
+Added: The Willows at East Lansing
+Added: East Lansing, MI
16,484,000 1,449,000 15,161,000 1,486,000 1,496,000 16,600,000 18,096,000 ( 2,844,000 ) 2014 08/16/16
−Removed: Brooksville, FL
+Added: The Willows at Howell
+Added: (c) 1,051,000 12,099,000 6,643,000 1,123,000 18,670,000 19,793,000 ( 2,340,000 ) 2015 08/16/16
+Added: The Willows at Okemos
7,555,000 1,171,000 12,326,000 791,000 1,210,000 13,078,000 14,288,000 ( 2,319,000 ) 2014 08/16/16
−Removed: Lake Placid, FL
+Added: Shelby Crossing Health Campus
17,324,000 2,533,000 18,440,000 2,011,000 2,612,000 20,372,000 22,984,000 ( 3,728,000 ) 2013 08/16/16
+Added: Village Green Healthcare Center Greenville, OH 7,021,000 355,000 9,696,000 612,000 373,000 10,290,000 10,663,000 ( 1,632,000 ) 2014 08/16/16
+Added: The Oaks at Northpointe
+Added: Zanesville, OH
+Added: (c) 624,000 11,665,000 989,000 650,000 12,628,000 13,278,000 ( 2,155,000 ) 2013 08/16/16
+Added: The Oaks at Bethesda
+Added: Zanesville, OH
4,585,000 714,000 10,791,000 679,000 743,000 11,441,000 12,184,000 ( 1,893,000 ) 2013 08/16/16
−Removed: Pinellas Park, FL
+Added: White Oak Health Campus Monticello, IN (c) 1,005,000 13,207,000 14,000 1,005,000 13,221,000 14,226,000 ( 1,255,000 ) 2010 09/23/16
+Added: Woodmont Health Campus Boonville, IN 7,873,000 790,000 9,633,000 1,001,000 1,010,000 10,414,000 11,424,000 ( 1,852,000 ) 2000 02/01/17
+Added: Silver Oaks Health Campus
+Added: (c) 1,776,000 21,420,000 1,434,000 1,000 24,629,000 24,630,000 ( 4,062,000 ) 2001 02/01/17
+Added: Thornton Terrace Health Campus
5,580,000 764,000 9,209,000 879,000 826,000 10,026,000 10,852,000 ( 1,707,000 ) 2003 02/01/17
+Added: The Willows at Hamburg
+Added: Lexington, KY
11,618,000 1,740,000 13,422,000 574,000 1,775,000 13,961,000 15,736,000 ( 2,015,000 ) 2012 02/01/17
−Removed: Spring Hill, FL
+Added: The Lakes at Monclova
19,591,000 2,869,000 12,855,000 10,232,000 3,186,000 22,770,000 25,956,000 ( 2,443,000 ) 2013 12/01/17
+Added: The Willows at Willard
+Added: (c) 610,000 12,256,000 9,568,000 213,000 22,221,000 22,434,000 ( 2,811,000 ) 2012 02/01/17
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Westlake Health Campus — Commerce Villa
+Added: Commerce, MI (c) $ 261,000 $ 6,610,000 $ 1,228,000 $ 553,000 $ 7,546,000 $ 8,099,000 ( 965,000 ) 2017 11/17/17
+Added: Orchard Grove Health Campus Romeo, MI $ 25,737,000 2,065,000 11,510,000 17,998,000 3,441,000 28,132,000 31,573,000 ( 2,100,000 ) 2016 07/20/18 and 11/30/17
+Added: The Meadows of Ottawa Ottawa, OH (c) 695,000 7,752,000 666,000 728,000 8,385,000 9,113,000 ( 1,133,000 ) 2014 12/15/17
+Added: Valley View Healthcare Center Fremont, OH 10,666,000 930,000 7,635,000 1,496,000 1,089,000 8,972,000 10,061,000 ( 850,000 ) 2017 07/20/18
+Added: Novi Lakes Health Campus Novi, MI 12,628,000 1,654,000 7,494,000 2,649,000 1,663,000 10,134,000 11,797,000 ( 1,639,000 ) 2016 07/20/18
+Added: The Willows at Fritz Farm Lexington, KY 9,280,000 1,538,000 8,637,000 425,000 1,563,000 9,037,000 10,600,000 ( 823,000 ) 2017 07/20/18
+Added: Trilogy Real Estate Gahanna, LLC Gahanna, OH 14,325,000 1,146,000 — 16,741,000 1,202,000 16,685,000 17,887,000 ( 502,000 ) 2020 11/13/20
+Added: Oaks at Byron Center Byron Center, MI 14,343,000 2,000,000 — 15,834,000 2,193,000 15,641,000 17,834,000 ( 644,000 ) 2020 07/08/20
+Added: Harrison Springs Health Campus Corydon, IN (c) 2,017,000 11,487,000 1,099,000 2,025,000 12,578,000 14,603,000 ( 852,000 ) 2016 09/05/19
+Added: The Cloister at Silvercrest New Albany, IN — 139,000 634,000 — 139,000 634,000 773,000 ( 37,000 ) 1940 10/01/19
+Added: Trilogy Healthcare of Ferdinand II, LLC Ferdinand, IN 11,222,000 — — 14,599,000 — 14,599,000 14,599,000 ( 784,000 ) 2019 11/19/19
+Added: Trilogy Healthcare of Hilliard, LLC Hilliard, OH 12,239,000 1,702,000 17,976,000 — 1,833,000 17,845,000 19,678,000 ( 37,000 ) 2021 12/08/21
+Added: Forest Springs Health Campus Louisville, KY (c) 964,000 16,691,000 47,000 975,000 16,727,000 17,702,000 ( 672,000 ) 2015 07/30/20
+Added: Gateway Springs Health Campus Hamilton, OH 11,505,000 1,277,000 10,923,000 1,592,000 1,417,000 12,375,000 13,792,000 ( 336,000 ) 2020 12/28/20
+Added: The Meadows of Delphos Kendallville, IN — 1,806,000 9,243,000 — 1,806,000 9,243,000 11,049,000 ( 311,000 ) 2016 01/19/21
+Added: Delphos, OH 78,587,000 2,345,000 8,150,000 — 2,345,000 8,150,000 10,495,000 ( 353,000 ) 2018 01/19/21
+Added: Lima, OH — 2,397,000 9,638,000 — 2,397,000 9,638,000 12,035,000 ( 381,000 ) 2018 01/19/21
+Added: Springfield, OH — 2,803,000 11,928,000 — 2,803,000 11,928,000 14,731,000 ( 451,000 ) 2018 01/19/21
+Added: Sylvania, OH — 2,548,000 15,059,000 — 2,548,000 15,059,000 17,607,000 ( 585,000 ) 2017 01/19/21
+Added: Union Township, OH — 2,789,000 12,343,000 — 2,789,000 12,343,000 15,132,000 ( 449,000 ) 2018 01/19/21
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Harrison Trial Health Campus Harrison, OH $ 14,935,000 $ 1,750,000 $ 17,114,000 $ — $ 2,045,000 $ 16,819,000 $ 18,864,000 $ ( 310,000 ) 2021 04/28/21
+Added: The Oaks of Belmont Grand Rapids, MI 14,512,000 767,000 17,043,000 — 1,058,000 16,752,000 17,810,000 ( 392,000 ) 2021 03/13/21
+Added: Cedar Creek Health Campus Lowell, IN — 2,326,000 12,650,000 — 2,326,000 12,650,000 14,976,000 ( 160,000 ) 2014 07/07/21
+Added: Auburn MOB (Medical Office) Auburn, CA — 567,000 6,472,000 192,000 567,000 6,664,000 7,231,000 ( 66,000 ) 1997 10/01/21
+Added: Pottsville MOB (Medical Office) Pottsville, PA — 1,478,000 8,854,000 — 1,478,000 8,854,000 10,332,000 ( 85,000 ) 2004 10/01/21
+Added: Charlottesville MOB (Medical Office) Charlottesville, VA — 4,902,000 19,741,000 13,000 4,902,000 19,754,000 24,656,000 ( 222,000 ) 2001 10/01/21
+Added: Rochester Hills MOB (Medical Office) Rochester Hills, MI 2,492,000 2,218,000 8,380,000 261,000 2,218,000 8,641,000 10,859,000 ( 96,000 ) 1990 10/01/21
+Added: Cullman MOB III (Medical Office) Cullman, AL — — 19,224,000 226,000 — 19,450,000 19,450,000 ( 160,000 ) 2010 10/01/21
+Added: Iron MOB Portfolio (Medical Office) Cullman, AL — — 14,799,000 544,000 — 15,343,000 15,343,000 ( 135,000 ) 1994 10/01/21
+Added: Cullman, AL — — 12,287,000 721,000 — 13,008,000 13,008,000 ( 118,000 ) 1998 10/01/21
+Added: Sylacauga, AL — — 11,273,000 — — 11,273,000 11,273,000 ( 108,000 ) 1997 10/01/21
+Added: Mint Hill MOB (Medical Office) Mint Hill, NC — — 24,110,000 — — 24,110,000 24,110,000 ( 237,000 ) 2007 10/01/21
+Added: Lafayette Assisted Living Portfolio (SHOP) Lafayette, LA — 1,206,000 9,076,000 4,000 1,206,000 9,080,000 10,286,000 ( 60,000 ) 1996 10/01/21
+Added: Lafayette, LA — 1,039,000 4,684,000 25,000 1,039,000 4,709,000 5,748,000 ( 32,000 ) 2014 10/01/21
+Added: Evendale MOB (Medical Office) Evendale, OH — 1,776,000 11,695,000 171,000 1,776,000 11,866,000 13,642,000 ( 156,000 ) 1988 10/01/21
+Added: Battle Creek MOB (Medical Office) Battle Creek, MI — 1,156,000 7,910,000 28,000 1,156,000 7,938,000 9,094,000 ( 98,000 ) 1996 10/01/21
+Added: Reno MOB (Medical Office) Reno, NV — — 82,515,000 402,000 — 82,917,000 82,917,000 ( 684,000 ) 2005 10/01/21
+Added: Athens MOB Portfolio (Medical Office) Athens, GA — 860,000 7,989,000 — 860,000 7,989,000 8,849,000 ( 88,000 ) 2006 10/01/21
+Added: Athens, GA — 1,106,000 11,531,000 500,000 1,106,000 12,031,000 13,137,000 ( 102,000 ) 2006 10/01/21
+Added: SW Illinois Senior Housing Portfolio (Senior Housing) Columbia, IL — 1,117,000 9,700,000 — 1,117,000 9,700,000 10,817,000 ( 71,000 ) 2007 10/01/21
+Added: Columbia, IL — 147,000 2,106,000 — 147,000 2,106,000 2,253,000 ( 15,000 ) 1999 10/01/21
+Added: Millstadt, IL — 259,000 3,980,000 — 259,000 3,980,000 4,239,000 ( 28,000 ) 2004 10/01/21
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Red Bud, IL $ — $ 690,000 $ 5,175,000 $ — $ 690,000 $ 5,175,000 $ 5,865,000 $ ( 37,000 ) 2006 10/01/21
+Added: Waterloo, IL — 934,000 8,932,000 — 934,000 8,932,000 9,866,000 ( 64,000 ) 2012 10/01/21
+Added: Lawrenceville MOB (Medical Office) Lawrenceville, GA — 1,663,000 12,019,000 — 1,663,000 12,019,000 13,682,000 ( 124,000 ) 2005 10/01/21
+Added: Northern California Senior Housing Portfolio (SHOP) Belmont, CA — 10,491,000 9,650,000 14,000 10,491,000 9,664,000 20,155,000 ( 66,000 ) 1958/2000 10/01/21
+Added: Menlo Park, CA — 3,730,000 3,018,000 ( 1,000 ) 3,730,000 3,017,000 6,747,000 ( 20,000 ) 1945 10/01/21
+Added: Roseburg MOB (Medical Office) Roseburg, OR — — 28,140,000 — — 28,140,000 28,140,000 ( 241,000 ) 2003 10/01/21
+Added: Fairfield County MOB Portfolio (Medical Office) Stratford, CT — 1,209,000 4,272,000 53,000 1,209,000 4,325,000 5,534,000 ( 58,000 ) 1963 10/01/21
+Added: Trumbull, CT — 2,797,000 10,400,000 40,000 2,797,000 10,440,000 13,237,000 ( 133,000 ) 1987 10/01/21
+Added: Central Florida Senior Housing Portfolio (SHOP) Bradenton, FL — 1,325,000 7,871,000 37,000 1,325,000 7,908,000 9,233,000 ( 54,000 ) 1973/1983 10/01/21
+Added: Brooksville, FL — 1,545,000 11,107,000 6,000 1,545,000 11,113,000 12,658,000 ( 83,000 ) 1960/2007 10/01/21
+Added: Brooksville, FL — 756,000 6,939,000 81,000 756,000 7,020,000 7,776,000 ( 51,000 ) 2008 10/01/21
+Added: Lake Placid, FL — 590,000 2,847,000 38,000 590,000 2,885,000 3,475,000 ( 20,000 ) 2008 10/01/21
+Added: Lakeland, FL — 383,000 15,622,000 55,000 383,000 15,677,000 16,060,000 ( 102,000 ) 1985 10/01/21
+Added: Pinellas Park, FL — 1,065,000 7,610,000 38,000 1,065,000 7,648,000 8,713,000 ( 53,000 ) 2016 10/01/21
+Added: Sanford, FL — 1,803,000 9,504,000 90,000 1,803,000 9,594,000 11,397,000 ( 66,000 ) 1984 10/01/21
+Added: Spring Hill, FL — 2,623,000 12,200,000 19,000 2,623,000 12,219,000 14,842,000 ( 90,000 ) 1988 10/01/21
Winter Haven, FL — 2,654,000 19,811,000 803,000 2,654,000 20,614,000 23,268,000 ( 140,000 ) 1984 10/01/21
−Removed: — 3,118,000 21,973,000 516,000 3,119,000 22,488,000 25,607,000 ( 2,629,000 ) 1984 11/01/17
−Removed: Central Wisconsin Senior Care Portfolio (Skilled Nursing)
−Removed: Sun Prairie, WI — 587,000 3,487,000 2,000 587,000 3,489,000 4,076,000 ( 346,000 ) 1960/2006 03/01/18
+Added: Central Wisconsin Senior Care Portfolio (Skilled Nursing) Sun Prairie, WI — 543,000 2,587,000 — 543,000 2,587,000 3,130,000 ( 22,000 ) 1960/2006 10/01/21
Waunakee, WI — 2,171,000 10,198,000 30,000 2,171,000 10,228,000 12,399,000 ( 87,000 ) 1974/2005 10/01/21
−Removed: Sauk Prairie MOB (Medical Office)
−Removed: Prairie du Sac, WI — 2,154,000 15,194,000 35,000 2,154,000 15,229,000 17,383,000 ( 1,579,000 ) 2014 04/09/18
−Removed: Surprise MOB (Medical Office)
−Removed: Surprise, AZ — 1,759,000 9,037,000 329,000 1,759,000 9,366,000 11,125,000 ( 923,000 ) 2012 04/27/18
−Removed: Southfield MOB (Medical Office)
−Removed: Southfield, MI 5,782,000 1,639,000 12,907,000 395,000 1,639,000 13,302,000 14,941,000 ( 1,377,000 ) 1975/2014 05/11/18
−Removed: Pinnacle Beaumont ALF (Senior Housing — RIDEA)
−Removed: Beaumont, TX — 1,586,000 17,483,000 67,000 1,586,000 17,550,000 19,136,000 ( 1,245,000 ) 2012 07/01/18
−Removed: Grand Junction MOB (Medical Office)
−Removed: Grand Junction, CO — 1,315,000 27,528,000 3,000 1,315,000 27,531,000 28,846,000 ( 2,153,000 ) 2013 07/06/18
−Removed: Edmonds MOB (Medical Office)
−Removed: Edmonds, WA — 4,167,000 16,770,000 361,000 4,167,000 17,131,000 21,298,000 ( 1,313,000 ) 1991/2008 07/30/18
−Removed: Pinnacle Warrenton ALF (Senior Housing — RIDEA)
−Removed: Warrenton, MO — 462,000 7,125,000 540,000 462,000 7,665,000 8,127,000 ( 609,000 ) 1986 08/01/18
−Removed: Glendale MOB (Medical Office)
−Removed: Glendale, WI — 794,000 5,541,000 551,000 794,000 6,092,000 6,886,000 ( 684,000 ) 2004 08/13/18
−Removed: Missouri SNF Portfolio (Skilled Nursing)
−Removed: Florissant, MO — 1,064,000 9,301,000 — 1,064,000 9,301,000 10,365,000 ( 697,000 ) 1987 09/28/18
−Removed: Kansas City, MO — 1,710,000 10,699,000 — 1,710,000 10,699,000 12,409,000 ( 873,000 ) 1974 09/28/18
−Removed: Milan, MO — 181,000 5,972,000 — 181,000 5,972,000 6,153,000 ( 435,000 ) 1980 09/28/18
−Removed: Missouri, MO — 473,000 9,856,000 — 473,000 9,856,000 10,329,000 ( 699,000 ) 1963 09/28/18
−Removed: Salisbury, MO — 252,000 7,581,000 — 252,000 7,581,000 7,833,000 ( 549,000 ) 1970 09/28/18
−Removed: Sedalia, MO — 266,000 22,397,000 — 266,000 22,397,000 22,663,000 ( 1,429,000 ) 1975 09/28/18
−Removed: Elizabeth, MO — 329,000 4,282,000 — 329,000 4,282,000 4,611,000 ( 320,000 ) 1981 09/28/18
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Sauk Prairie MOB (Medical Office) Prairie du Sac, WI — 2,044,000 19,669,000 333,000 2,044,000 20,002,000 22,046,000 ( 173,000 ) 2014 10/01/21
+Added: Surprise MOB (Medical Office) Surprise, AZ — 1,827,000 10,968,000 353,000 1,827,000 11,321,000 13,148,000 ( 116,000 ) 2012 10/01/21
+Added: Southfield MOB (Medical Office) Southfield, MI 5,662,000 1,634,000 16,550,000 182,000 1,634,000 16,732,000 18,366,000 ( 198,000 ) 1975/2014 10/01/21
+Added: Pinnacle Beaumont ALF (SHOP) Beaumont, TX — 1,775,000 17,541,000 ( 2,000 ) 1,775,000 17,539,000 19,314,000 ( 118,000 ) 2012 10/01/21
+Added: Grand Junction MOB (Medical Office) Grand Junction, CO — 2,460,000 34,188,000 — 2,460,000 34,188,000 36,648,000 ( 305,000 ) 2013 10/01/21
+Added: AMERICAN HEALTHCARE REIT, INC.
SCHEDULE III — REAL ESTATE AND
1 unchanged sentence
December 31, 2021
−Removed: Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
Description(a) Encumbrances Land Buildings and
2 unchanged sentences
Acquisition(b) Land Buildings and
−Removed: Improvements Total(d) Accumulated
−Removed: (f)(g) Date of
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
Construction Date
+Added: Edmonds MOB (Medical Office) Edmonds, WA $ — $ 4,523,000 $ 22,414,000 $ 269,000 $ 4,523,000 $ 22,683,000 $ 27,206,000 $ ( 203,000 ) 1991/2008 10/01/21
+Added: Pinnacle Warrenton ALF (SHOP) Warrenton, MO — 514,000 7,059,000 11,000 514,000 7,070,000 7,584,000 ( 49,000 ) 1986 10/01/21
+Added: Glendale MOB (Medical Office) Glendale, WI — 665,000 6,782,000 141,000 665,000 6,923,000 7,588,000 ( 75,000 ) 2004 10/01/21
+Added: Missouri SNF Portfolio (Skilled Nursing) Florissant, MO — 800,000 10,363,000 — 800,000 10,363,000 11,163,000 ( 77,000 ) 1987 10/01/21
+Added: Kansas City, MO — 2,090,000 10,527,000 — 2,090,000 10,527,000 12,617,000 ( 91,000 ) 1974 10/01/21
+Added: Milan, MO — 493,000 7,057,000 — 493,000 7,057,000 7,550,000 ( 52,000 ) 1980 10/01/21
+Added: Missouri, MO — 729,000 10,187,000 — 729,000 10,187,000 10,916,000 ( 73,000 ) 1963 10/01/21
+Added: Salisbury, MO — 515,000 8,852,000 — 515,000 8,852,000 9,367,000 ( 65,000 ) 1970 10/01/21
+Added: Sedalia, MO — 631,000 24,172,000 — 631,000 24,172,000 24,803,000 ( 163,000 ) 1975 10/01/21
+Added: Elizabeth, MO — 437,000 4,561,000 — 437,000 4,561,000 4,998,000 ( 34,000 ) 1981 10/01/21
Trenton, MO — 310,000 4,875,000 — 310,000 4,875,000 5,185,000 ( 35,000 ) 1967 10/01/21
−Removed: Flemington MOB Portfolio (Medical Office)
−Removed: Flemington, NJ — 1,473,000 10,728,000 161,000 1,473,000 10,889,000 12,362,000 ( 805,000 ) 2002 11/29/18
+Added: Flemington MOB Portfolio (Medical Office) Flemington, NJ — 1,419,000 11,110,000 368,000 1,419,000 11,478,000 12,897,000 ( 116,000 ) 2002 10/01/21
Flemington, NJ — 578,000 3,340,000 92,000 578,000 3,432,000 4,010,000 ( 43,000 ) 1993 10/01/21
−Removed: Lawrenceville MOB II (Medical Office)
−Removed: Lawrenceville, GA — 1,000,000 7,737,000 305,000 1,000,000 8,042,000 9,042,000 ( 714,000 ) 1990 12/19/18
−Removed: Mill Creek MOB (Medical Office)
−Removed: Mill Creek, WA — 1,453,000 5,935,000 8,000 1,453,000 5,943,000 7,396,000 ( 396,000 ) 1991 12/21/18
−Removed: Modesto MOB (Medical Office)
−Removed: Modesto, CA — — 12,789,000 471,000 — 13,260,000 13,260,000 ( 898,000 ) 1991/2016 12/28/18
−Removed: Michigan ALF Portfolio (Senior Housing)
−Removed: Grand Rapids, MI — 1,334,000 8,422,000 1,000 1,334,000 8,423,000 9,757,000 ( 496,000 ) 1953/2016 12/28/18
+Added: Lawrenceville MOB II (Medical Office) Lawrenceville, GA — 1,058,000 9,709,000 197,000 1,058,000 9,906,000 10,964,000 ( 116,000 ) 1990 10/01/21
+Added: Mill Creek MOB (Medical Office) Mill Creek, WA — 1,344,000 7,516,000 28,000 1,344,000 7,544,000 8,888,000 ( 69,000 ) 1991 10/01/21
+Added: Modesto MOB (Medical Office) Modesto, CA — — 16,065,000 8,000 — 16,073,000 16,073,000 ( 141,000 ) 1991/2016 10/01/21
+Added: Michigan ALF Portfolio (Senior Housing) Grand Rapids, MI — 1,196,000 8,955,000 — 1,196,000 8,955,000 10,151,000 ( 69,000 ) 1953/2016 10/01/21
Grand Rapids, MI 9,990,000 1,291,000 11,308,000 — 1,291,000 11,308,000 12,599,000 ( 87,000 ) 1989 10/01/21
3 unchanged sentences
Wyoming, MI — 1,343,000 13,347,000 — 1,343,000 13,347,000 14,690,000 ( 98,000 ) 1964/2016 10/01/21
−Removed: Lithonia MOB (Medical Office)
−Removed: Lithonia, GA — 1,129,000 8,842,000 15,000 1,129,000 8,857,000 9,986,000 ( 667,000 ) 2015 03/05/19
−Removed: West Des Moines SNF (Skilled Nursing)
−Removed: West Des Moines, IA — 672,000 5,753,000 — 672,000 5,753,000 6,425,000 ( 318,000 ) 2004 03/24/19
−Removed: Great Nord MOB Portfolio (Medical Office)
−Removed: Tinley Park, IL — — 12,976,000 16,000 — 12,992,000 12,992,000 ( 845,000 ) 2002 04/08/19
−Removed: Chesterton, IN — 539,000 8,937,000 46,000 540,000 8,982,000 9,522,000 ( 545,000 ) 2007 04/08/19
−Removed: Crown Point, IN — 283,000 4,882,000 — 283,000 4,882,000 5,165,000 ( 289,000 ) 2005 04/08/19
−Removed: Plymouth, MN — 1,452,000 11,126,000 — 1,451,000 11,127,000 12,578,000 ( 619,000 ) 2014 04/08/19
−Removed: Overland Park MOB (Medical Office)
−Removed: Overland Park, KS — 2,437,000 23,169,000 4,243,000 2,437,000 27,412,000 29,849,000 ( 1,194,000 ) 2017 08/05/19
−Removed: Blue Badger MOB (Medical Office)
−Removed: Marysville, OH — 1,838,000 10,646,000 1,000 1,838,000 10,647,000 12,485,000 ( 481,000 ) 2014 08/09/19
−Removed: Bloomington MOB (Medical Office)
−Removed: Bloomington, IL — 3,178,000 13,547,000 67,000 3,179,000 13,613,000 16,792,000 ( 580,000 ) 1990 08/13/19
−Removed: Memphis MOB (Medical Office)
−Removed: Memphis, TN — 1,210,000 6,775,000 — 1,209,000 6,776,000 7,985,000 ( 312,000 ) 1984 08/15/19
−Removed: Haverhill MOB (Medical Office)
−Removed: Haverhill, MA — 1,620,000 12,537,000 — 1,620,000 12,537,000 14,157,000 ( 522,000 ) 1987 08/27/19
−Removed: Fresno MOB (Medical Office)
−Removed: Fresno, CA — 1,412,000 8,155,000 1,000 1,412,000 8,156,000 9,568,000 ( 379,000 ) 2007 10/30/19
−Removed: Colorado Foothills MOB Portfolio (Medical Office)
−Removed: Arvada, CO — 720,000 4,615,000 223,000 720,000 4,838,000 5,558,000 ( 255,000 ) 1979 11/19/19
−Removed: Centennial, CO — 970,000 10,307,000 70,000 970,000 10,377,000 11,347,000 ( 425,000 ) 1979 11/19/19
−Removed: Colorado Springs, CO — 1,443,000 11,123,000 93,000 1,443,000 11,216,000 12,659,000 ( 545,000 ) 1999 11/19/19
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Lithonia MOB (Medical Office) Lithonia, GA — 1,676,000 10,871,000 263,000 1,676,000 11,134,000 12,810,000 ( 108,000 ) 2015 10/01/21
+Added: AMERICAN HEALTHCARE REIT, INC.
SCHEDULE III — REAL ESTATE AND
1 unchanged sentence
December 31, 2021
−Removed: Initial Cost to Company Gross Amount of Which Carried at Close of Period(e)
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
Description(a) Encumbrances Land Buildings and
2 unchanged sentences
Acquisition(b) Land Buildings and
−Removed: Improvements Total(d) Accumulated
−Removed: (f)(g) Date of
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
Construction Date
−Removed: Catalina West Haven ALF (Senior Housing — RIDEA) West Haven, UT $ — $ 1,716,000 $ 9,633,000 $ 5,000 $ 1,716,000 $ 9,638,000 $ 11,354,000 $ ( 305,000 ) 2012 01/01/20
−Removed: Louisiana Senior Housing Portfolio (Senior Housing — RIDEA) Gonzales, LA — 1,139,000 5,674,000 29,000 1,139,000 5,703,000 6,842,000 ( 222,000 ) 1996 01/03/20
+Added: West Des Moines SNF (Skilled Nursing) West Des Moines, IA $ — $ 509,000 $ 3,813,000 $ — $ 509,000 $ 3,813,000 $ 4,322,000 $ ( 29,000 ) 2004 10/01/21
+Added: Great Nord MOB Portfolio (Medical Office) Tinley Park, IL — — 15,423,000 237,000 — 15,660,000 15,660,000 ( 154,000 ) 2002 10/01/21
+Added: Chesterton, IN — 743,000 9,070,000 25,000 743,000 9,095,000 9,838,000 ( 98,000 ) 2007 10/01/21
+Added: Crown Point, IN — 265,000 5,467,000 — 265,000 5,467,000 5,732,000 ( 50,000 ) 2005 10/01/21
+Added: Plymouth, MN — 1,491,000 12,994,000 — 1,491,000 12,994,000 14,485,000 ( 122,000 ) 2014 10/01/21
+Added: Overland Park MOB (Medical Office) Overland Park, KS — 2,803,000 23,639,000 436,000 2,803,000 24,075,000 26,878,000 ( 207,000 ) 2017 10/01/21
+Added: Blue Badger MOB (Medical Office) Marysville, OH — 1,518,000 12,543,000 — 1,518,000 12,543,000 14,061,000 ( 105,000 ) 2014 10/01/21
+Added: Bloomington MOB (Medical Office) Bloomington, IL — 2,114,000 17,363,000 — 2,114,000 17,363,000 19,477,000 ( 122,000 ) 1990 10/01/21
+Added: Memphis MOB (Medical Office) Memphis, TN — 1,215,000 7,075,000 — 1,215,000 7,075,000 8,290,000 ( 62,000 ) 1984 10/01/21
+Added: Haverhill MOB (Medical Office) Haverhill, MA — 1,393,000 15,477,000 — 1,393,000 15,477,000 16,870,000 ( 166,000 ) 1987 10/01/21
+Added: Fresno MOB (Medical Office) Fresno, CA — 1,536,000 8,964,000 — 1,536,000 8,964,000 10,500,000 ( 97,000 ) 2007 10/01/21
+Added: Colorado Foothills MOB Portfolio (Medical Office) Arvada, CO — 695,000 6,369,000 2,000 695,000 6,371,000 7,066,000 ( 94,000 ) 1979 10/01/21
+Added: Centennial, CO — 873,000 11,233,000 12,000 873,000 11,245,000 12,118,000 ( 122,000 ) 1979 10/01/21
+Added: Colorado Springs, CO — 2,225,000 12,520,000 587,000 2,225,000 13,107,000 15,332,000 ( 121,000 ) 1999 10/01/21
+Added: Catalina West Haven ALF (SHOP) West Haven, UT — 1,936,000 10,415,000 32,000 1,936,000 10,447,000 12,383,000 ( 73,000 ) 2012 10/01/21
+Added: Louisiana Senior Housing Portfolio (SHOP) Gonzales, LA — 1,123,000 5,668,000 28,000 1,123,000 5,696,000 6,819,000 ( 43,000 ) 1996 10/01/21
Monroe, LA — 834,000 4,037,000 57,000 834,000 4,094,000 4,928,000 ( 30,000 ) 1994 10/01/21
2 unchanged sentences
Slidell, LA — 801,000 4,348,000 84,000 801,000 4,432,000 5,233,000 ( 33,000 ) 1996 10/01/21
−Removed: Catalina Madera ALF (Senior Housing — RIDEA) Madera, CA — 1,051,000 15,536,000 86,000 1,052,000 15,622,000 16,674,000 ( 466,000 ) 2005 01/31/20
+Added: Catalina Madera ALF (SHOP) Madera, CA — 1,312,000 15,299,000 16,000 1,312,000 15,315,000 16,627,000 ( 108,000 ) 2005 10/01/21
$ 1,116,216,000 $ 321,587,000 $ 3,197,760,000 $ 283,484,000 $ 329,292,000 $ 3,473,539,000 $ 3,802,831,000 $ ( 423,424,000 )
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2021
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
+Added: Leased properties(d) $ — $ 1,886,000 $ 81,382,000 $ 141,667,000 $ 2,320,000 $ 222,615,000 $ 224,935,000 $ ( 100,090,000 )
Construction in progress
1 unchanged sentence
$ 1,116,216,000 $ 325,802,000 $ 3,279,142,000 $ 433,628,000 $ 334,562,000 $ 3,704,010,000 $ 4,038,572,000 $ ( 523,886,000 )
−Removed: (a) We own 100 % of our properties as of December 31, 2020, with the exception of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF, Catalina West Haven ALF, Louisiana Senior Housing Portfolio and Catalina Madera ALF.
+Added: (a) We own 100 % of our properties as of December 31, 2021, with the exception of Trilogy, Lakeview IN Medical Plaza, Southlake TX Hospital, Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF, Catalina West Haven ALF, Louisiana Senior Housing Portfolio and Catalina Madera ALF.
(b) The cost capitalized subsequent to acquisition is shown net of dispositions and impairments.
−Removed: (c) Properties were classified as held for sale assets as of December 31, 2020.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: (c) These properties are used as collateral for the secured revolver portion of the 2019 Trilogy Credit Facility, which had an outstanding balance of $ 304,734,000 as of December 31, 2021.
+Added: See Note 9, Lines of Credit and Term Loans — 2019 Trilogy Credit Facility, for a further discussion.
+Added: (d) Represents furniture, fixtures, equipment, land and improvements associated with properties under operating leases.
+Added: AMERICAN HEALTHCARE REIT, INC.
SCHEDULE III — REAL ESTATE AND
1 unchanged sentence
December 31, 2021
−Removed: (d) The changes in total real estate for the years ended December 31, 2020, 2019 and 2018 are as follows:
+Added: (e) The changes in total real estate for the years ended December 31, 2021, 2020 and 2019 are as follows:
Balance — December 31, 2018 $ 2,477,375,000
2 unchanged sentences
Dispositions ( 8,050,000 )
+Added: Foreign currency translation adjustment 2,875,000
Balance — December 31, 2019
+Added: $ 2,618,608,000
Acquisitions $ 31,157,000
Additions 129,254,000
−Removed: Dispositions ( 2,389,000 )
+Added: Dispositions and impairments ( 18,718,000 )
+Added: Foreign currency translation adjustment 1,971,000
Balance — December 31, 2020
+Added: $ 2,762,272,000
Acquisitions $ 1,225,626,000
1 unchanged sentence
Dispositions and impairments ( 36,645,000 )
+Added: Foreign currency translation adjustment ( 590,000 )
Balance — December 31, 2021
−Removed: (e) As of December 31, 2020, for federal income tax purposes, the aggregate cost of our properties is $ 1,123,701,000 .
−Removed: (f) The changes in accumulated depreciation for the years ended December 31, 2020, 2019 and 2018 are as follows:
+Added: $ 4,038,572,000
+Added: (f) As of December 31, 2021, the unaudited aggregate cost of our properties was $ 3,933,364,000 for federal income tax purposes.
+Added: (g) The changes in accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 are as follows:
Balance — December 31, 2018 $ 254,694,000
1 unchanged sentence
Dispositions ( 7,614,000 )
+Added: Foreign currency translation adjustment ( 96,000 )
Balance — December 31, 2019
+Added: $ 337,898,000
Additions $ 91,617,000
−Removed: Dispositions ( 1,689,000 )
+Added: Dispositions and impairments ( 4,530,000 )
+Added: Foreign currency translation adjustment 287,000
Balance — December 31, 2020
+Added: $ 425,272,000
Additions $ 109,036,000
−Removed: Dispositions ( 424,000 )
+Added: Dispositions and impairments ( 10,320,000 )
+Added: Foreign currency translation adjustment ( 102,000 )
Balance — December 31, 2021
−Removed: (g) The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost for tenant improvements is depreciated over the shorter of the lease term or useful life, up to 21 years.
−Removed: Furniture, fixtures and equipment is depreciated over the estimated useful life, up to 20 years.
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: $ 523,886,000
+Added: (h) The cost of buildings and capital improvements is depreciated on a straight-line basis over the estimated useful lives of the buildings and capital improvements, up to 39 years, and the cost of tenant improvements is depreciated over the shorter of the lease term or useful life, up to 34 years.
+Added: The cost of furniture, fixtures and equipment is depreciated over the estimated useful life, up to 28 years.
+Added: AMERICAN HEALTHCARE REIT, INC.
EXHIBITS LIST
1 unchanged sentence
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the period ended December 31, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).
−Removed: Third Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated December 28, 2015 (included as Exhibit 3.1 to Pre-effective Amendment No.
−Removed: 2 to our Registration Statement on Form S-11 (File No.
−Removed: 333-205960) filed January 5, 2016 and incorporated herein by reference)
−Removed: Articles Supplementary of Griffin-American Healthcare REIT IV, Inc.
−Removed: filed May 25, 2016 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
−Removed: 333-205960) filed May 26, 2016 and incorporated herein by reference)
−Removed: Second Amended and Restated Bylaws of Griffin-American Healthcare REIT IV, Inc.
−Removed: (included as Exhibit 3.2 to Pre-effective Amendment No.
−Removed: 2 to our Registration Statement on Form S-11 (File No.
−Removed: 333-205960) filed January 5, 2016 and incorporated herein by reference)
+Added: Agreement and Plan of Merger, dated June 23, 2021, by and among Griffin-American Healthcare REIT IV, Inc., Griffin-American Healthcare REIT IV Holdings, LP, Continental Merger Sub, LLC, Griffin-American Healthcare REIT III, Inc.
+Added: and Griffin-American Healthcare REIT III Holdings, LP (included as Exhibit 2.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed June 24, 2021 and incorporated herein by reference)
+Added: Fourth Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated October 1, 2021 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed October 1, 2021 and incorporated herein by reference)
+Added: Bylaws of American Healthcare REIT, Inc.
+Added: (included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed October 5, 2021 and incorporated herein by reference)
Amended and Restated Distribution Reinvestment Plan of Griffin-American Healthcare REIT IV, Inc.
1 unchanged sentence
333-229301) filed January 18, 2019 and incorporated herein by reference)
−Removed: Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 (included as Exhibit 4.2 to our Annual Report on Form 10-K (File No.
−Removed: 000-55775) filed March 19, 2020 and incorporated herein by reference)
−Removed: Amended and Restated Agreement of Limited Partnership of Griffin-American Healthcare REIT IV Holdings, LP, dated February 16, 2016 (included as Exhibit 10.5 to our Annual Report on Form 10-K (File No.
−Removed: 333-205960) for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
−Removed: Amendment No.
−Removed: 1 to Amended and Restated Limited Partnership Agreement of Griffin-American Healthcare REIT IV Holdings, LP, dated June 17, 2016 (included as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No.
−Removed: 333-205960) for the quarter ended June 30, 2016 filed August 10, 2016 and incorporated herein by reference)
−Removed: Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 16, 2016 (included as Exhibit 10.3 to our Annual Report on Form 10-K (File No.
−Removed: 333-205960) for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
−Removed: Advisory Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin-American Healthcare REIT IV Holdings, LP and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 16, 2016 (included as Exhibit 10.4 to our Annual Report on Form 10-K (File No.
−Removed: 333-205960) for the year ended December 31, 2015 filed March 7, 2016 and incorporated herein by reference)
−Removed: Form of Indemnification Agreement between Griffin-American Healthcare REIT IV, Inc.
−Removed: and Indemnitee made effective as of February 10, 2015 (included as Exhibit 10.3 to our Registration Statement on Form S-11 (File No.
−Removed: 333-205960) filed July 30, 2015 and incorporated herein by reference)
−Removed: Griffin-American Healthcare REIT IV, Inc.
−Removed: 2015 Incentive Plan (including the 2015 Independent Directors Compensation Sub-Plan) (included as Exhibit 10.4 to Pre-effective Amendment No.
−Removed: 2 to our Registration Statement on Form S-11 (File No.
−Removed: 333-205960) filed January 5, 2016 and incorporated herein by reference)
−Removed: Amendment No.
−Removed: 1 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated June 17, 2016 (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No.
−Removed: 333-205960) for the quarter ended June 30, 2016 filed August 10, 2016 and incorporated herein by reference)
−Removed: Amendment No.
−Removed: 2 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated February 13, 2017 and effective as of March 1, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
−Removed: 333-205960) filed February 17, 2017 and incorporated herein by reference)
−Removed: Amendment No.
−Removed: 3 to Dealer Manager Agreement by and among Griffin-American Healthcare REIT IV, Inc., Griffin Capital Securities, LLC and Griffin-American Healthcare REIT IV Advisor, LLC, dated March 29, 2017 (included as Exhibit 1.4 to Post-effective Amendment No.
−Removed: 7 to our Registration Statement on Form S-11 (File No.
−Removed: 333-205960) filed March 29, 2017 and incorporated herein by reference)
−Removed: GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
+Added: Description of Registrant’s Securities
+Added: American Healthcare REIT, Inc.
+Added: Amended and Restated 2015 Incentive Plan , effective as of November 18, 2021
+Added: First Amended and Restated Senior Secured Credit Agreement dated as of September 5, 2019, among Trilogy RER, LLC, and certain subsidiaries of Trilogy RER, LLC, Trilogy OpCo, LLC and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time, CIT Bank, N.A., Regions Bank, KeyBanc Capital Markets, Inc., Regions Capital Markets, Bank of America, N.A.
+Added: and The Huntington National Bank (included as Exhibit 10.1 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed September 11, 2019 and incorporated herein by reference)
+Added: Unconditional Guaranty of Payment dated as of September 5, 2019, by Trilogy Investors, LLC, Trilogy Healthcare Holdings, Inc., Trilogy Pro Services, LLC and Trilogy OpCo, LLC for the benefit of KeyBank National Association and the other lenders which are parties thereto from time to time, CIT Bank, N.A., Regions Bank, KeyBanc Capital Markets, Inc., Regions Capital Markets, Bank of America, N.A.
+Added: and The Huntington National Bank (included as Exhibit 10.2 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed September 11, 2019 and incorporated herein by reference)
+Added: Form of Indemnification Agreement (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed October 1, 2021 and incorporated herein by reference)
+Added: Second Amended and Restated Agreement of Limited Partnership of American Healthcare REIT Holdings, LP, dated October 1, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed October 5, 2021 and incorporated by reference)
+Added: Amended and Restated Share Repurchase Plan (included as Exhibit 10.2 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed October 5, 2021 and incorporated herein by reference)
+Added: Registration Rights Agreement, dated October 1, 2021, by and between Griffin-American Healthcare REIT III, Inc.
+Added: and Griffin-American Healthcare REIT III Holdings, LP (included as Exhibit 10.1 to Griffin-American Healthcare REIT III, Inc’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed October 1, 2021 and incorporated herein by reference)
+Added: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
+Added: and Jeffrey T.
+Added: Hanson (included as Exhibit 10.2 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed October 1, 2021 and incorporated herein by reference)
+Added: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
+Added: and Danny Prosky (included as Exhibit 10.3 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed October 1, 2021 and incorporated herein by reference)
+Added: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
+Added: and Mathieu B.
+Added: Streiff (included as Exhibit 10.4 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed October 1, 2021 and incorporated herein by reference)
+Added: AMERICAN HEALTHCARE REIT, INC.
EXHIBITS LIST — (Continued)
December 31, 2021
−Removed: Share Repurchase Plan of Griffin-American Healthcare REIT IV, Inc.
−Removed: (included as Exhibit 4.3 to Post-effective Amendment No.
−Removed: 14 to our Registration Statement on Form S-11 (File No.
−Removed: 333-205960) filed November 30, 2018 and incorporated herein by reference)
−Removed: Confirmation of swap transaction, dated August 27, 2020 from Fifth Third Bank, National Association to Griffin-American Healthcare REIT IV Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
−Removed: 000-55775) filed September 1, 2020 and incorporated herein by reference)
−Removed: Subsidiaries of Griffin-American Healthcare REIT IV, Inc.
+Added: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
+Added: Peay (included as Exhibit 10.5 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
+Added: 000-55434) filed October 1, 2021 and incorporated herein by reference)
+Added: American Healthcare Opps Holdings, LLC Executive Severance and Change in Control Plan, effective as of November 18, 2021
+Added: Eighth Amended and Restated Limited Liability Company Agreement of Trilogy REIT Holdings, LLC dated as of December 31, 2021, entered into by and among Trilogy Real Estate Investment Trust, Trilogy Management Services, LLC and Members, effective as of December 31, 2021
+Added: Amended and Restated Credit Agreement by and among American Healthcare REIT Holdings, L.P., American Healthcare REIT, Inc.
+Added: and certain subsidiaries, Bank of America, N.A., KeyBank, National Association, Citizens Bank, National Association, Bank of the West, Fifth Third Bank, National Association, Truist Bank, Regions Bank, KeyBanc Capital Markets and BofA Securities, Inc.
+Added: dated January 19, 2022 (included as Exhibit 10.1 to our Current Report on Form 8-K (File N o.
+Added: 000-055775) f iled January 25, 2 022 and incorporated herein by reference)
+Added: Transition Services Agreement by and among American Healthcare REIT, Inc., American Healthcare Opps Holdings, LLC and Jeffrey T.
+Added: Hanson, dated March 24 , 2022
+Added: Subsidiaries of American Healthcare REIT, Inc.
Consent of Deloitte & Touche LLP
16 unchanged sentences
Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
+Added: † Management contract or compensatory plan or arrangement.
Form 10-K Summary.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: Griffin-American Healthcare REIT IV, Inc.
−Removed: By /s/ J EFFREY T.
−Removed: Chief Executive Officer and Chairman of the Board of Directors
+Added: American Healthcare REIT, Inc.
+Added: By /s/ D ANNY P ROSKY
+Added: Chief Executive Officer and President
March 25, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: By /s/ J EFFREY T.
−Removed: Chief Executive Officer and Chairman of the Board of Directors
−Removed: Hanson (Principal Executive Officer)
+Added: By /s/ D ANNY P ROSKY
+Added: Chief Executive Officer, President and Director
+Added: Danny Prosky (Principal Executive Officer)
March 25, 2022
3 unchanged sentences
March 25, 2022
−Removed: By /s/ R ICHARD S.
+Added: By /s/ J EFFREY T.
+Added: Executive Chairman of the Board of Directors
March 25, 2022
+Added: By /s/ M ATHIEU B.
+Added: Chief Operating Officer and Director
+Added: March 25, 2022
By /s/ B RIAN J.
1 unchanged sentence
March 25, 2022
+Added: By /s/ H AROLD H.
+Added: Independent Director
+Added: March 25, 2022
By /s/ D IANNE H URLEY
2 unchanged sentences
March 25, 2022
+Added: By /s/ G ERALD W.
+Added: Independent Director
+Added: March 25, 2022
+Added: G RAYSON S ANDERS
+Added: Independent Director
+Added: Grayson Sanders
+Added: March 25, 2022
By /s/ W ILBUR H.
2 unchanged sentences
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.