What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 738 added, 685 removed, 374 unchanged (79% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2021 and December 31, 2020

September 30, 2021 December 31, 2020

As of March 31, 2022 and December 31, 2021

2022 December 31,

Real estate investments, net $ 3,475,635,000 $ 3,514,686,000

Debt security investment, net 80,239,000 79,315,000

Cash and cash equivalents 75,115,000 81,597,000

2 unchanged sentences

Identified intangible assets, net 241,140,000 248,871,000

Goodwill 211,724,000 209,898,000

Operating lease right-of-use assets, net 154,619,000 158,157,000

3 unchanged sentences

Mortgage loans payable, net(1) $ 1,103,006,000 $ 1,095,594,000

Line of credit and term loans(1) 488,900,000 476,900,000

Lines of credit and term loans, net(1) 1,238,147,000 1,226,634,000

Accounts payable and accrued liabilities(1) 170,757,000 187,254,000

1 unchanged sentence

Identified intangible liabilities, net 12,077,000 12,715,000

Financing obligations(1) 32,921,000 33,653,000

Operating lease liabilities(1) 142,615,000 145,485,000

9 unchanged sentences

200,000,000 shares authorized;

76,069,129 and 75,690,838 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

77,504,480 and 77,176,406 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

766,000 763,000

1 unchanged sentence

800,000,000 shares authorized;

5,662,132 and 5,648,499 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

186,305,249 and 185,855,625 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

1,863,000 1,859,000

1 unchanged sentence

Accumulated deficit ( 980,613,000 ) ( 951,303,000 )

Accumulated other comprehensive loss ( 2,160,000 ) ( 1,966,000 )

Total stockholders’ equity 1,556,667,000 1,581,293,000

Noncontrolling interest (Note 12) 540,000 781,000

Noncontrolling interests (Note 14) 174,154,000 175,553,000

Total equity 1,730,821,000 1,756,846,000

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

As of September 30, 2021 and December 31, 2020

(1) Such liabilities of American Healthcare REIT, Inc., (formerly known as Griffin-American Healthcare REIT IV, Inc.), as of September 30, 2021 and December 31, 2020 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries.

Griffin-American Healthcare REIT IV Holdings, LP was a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc.

The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, 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 $ 488,900,000 and $ 476,900,000 as of September 30, 2021 and December 31, 2020, respectively, which is guaranteed by American Healthcare REIT, Inc.

As of March 31, 2022 and December 31, 2021

(1) Such liabilities of American Healthcare REIT, Inc.

represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2022 and December 31, 2021.

American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc.

The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2022 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 934,400,000 as of March 31, 2022 and the 2018 Credit Facility and 2019 Credit Facility, each 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 condensed consolidated financial statements.

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2021 and 2020

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2022 and 2021

Three Months Ended March 31,

Revenues and grant income:

Real estate revenue $ 22,120,000 $ 21,519,000 $ 66,054,000 $ 64,824,000

Resident fees and services $ 318,974,000 $ 253,026,000

Real estate revenue 51,943,000 30,023,000

Grant income 5,214,000 8,229,000

Total revenues and grant income 376,131,000 291,278,000

Rental expenses 6,389,000 5,905,000 18,542,000 17,723,000

Property operating expenses 287,160,000 245,142,000

Rental expenses 15,287,000 8,055,000

General and administrative 11,119,000 7,257,000

2 unchanged sentences

Total expenses 356,050,000 287,425,000

39,779,000 39,700,000 114,728,000 112,532,000

Other income (expense):

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium)

( 4,961,000 ) ( 4,839,000 ) ( 14,556,000 ) ( 15,123,000 )

Gain (loss) in fair value of derivative financial instruments 1,514,000 1,450,000 4,431,000 ( 2,302,000 )

Impairment of real estate investments — ( 3,064,000 ) — ( 3,064,000 )

Gain (loss) on disposition of real estate investments 15,000 — ( 184,000 ) —

Income (loss) from unconsolidated entity 70,000 ( 377,000 ) ( 1,027,000 ) 952,000

33,000 8,000 49,000 278,000

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 23,325,000 ) ( 20,365,000 )

Gain in fair value of derivative financial instruments 500,000 1,821,000

Gain (loss) on dispositions of real estate investments 756,000 ( 335,000 )

Income (loss) from unconsolidated entities 1,386,000 ( 1,771,000 )

Foreign currency (loss) gain ( 1,387,000 ) 415,000

Other income 1,260,000 272,000

Total net other expense ( 20,810,000 ) ( 19,963,000 )

Loss before income taxes ( 729,000 ) ( 16,110,000 )

Income tax benefit — 39,000 — —

Net loss ( 5,898,000 ) ( 5,152,000 ) ( 13,782,000 ) ( 14,240,000 )

net loss attributable to noncontrolling interests 121,000 232,000 489,000 608,000

Income tax expense ( 168,000 ) ( 163,000 )

( 897,000 ) ( 16,273,000 )

Net (income) loss attributable to noncontrolling interests ( 2,059,000 ) 4,426,000

Net loss attributable to controlling interest $ ( 2,956,000 ) $ ( 11,847,000 )

2 unchanged sentences

$ ( 897,000 ) $ ( 16,273,000 )

Other comprehensive (loss) income:

Foreign currency translation adjustments ( 194,000 ) 69,000

Total other comprehensive (loss) income ( 194,000 ) 69,000

Comprehensive loss ( 1,091,000 ) ( 16,204,000 )

Comprehensive (income) loss attributable to noncontrolling interests ( 2,059,000 ) 4,426,000

Comprehensive loss attributable to controlling interest $ ( 3,150,000 ) $ ( 11,778,000 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Nine Months Ended September 30, 2021 and 2020

Three Months Ended September 30, 2021

For the Three Months Ended March 31, 2022 and 2021

Stockholders’ Equity

Class T and Class I Common Stock

of Shares Amount Additional

Paid-In Capital Accumulated

Deficit Total

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders’

Equity Noncontrolling

Interest Total Equity

BALANCE — June 30, 2021 81,731,261 $ 817,000 $ 736,827,000 $ ( 208,759,000 ) $ 528,885,000 $ 577,000 $ 529,462,000

Amortization of nonvested common stock compensation — — 21,000 — 21,000 — 21,000

Distributions to noncontrolling interest — — — — — ( 7,000 ) ( 7,000 )

Adjustment to value of redeemable noncontrolling interests — — ( 92,000 ) — ( 92,000 ) — ( 92,000 )

Distributions declared ($ 0.10 per share)

Interests Total Equity

BALANCE — December 31, 2021

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

Net loss — — — ( 5,777,000 ) ( 5,777,000 ) ( 30,000 ) ( 5,807,000 ) (1)

BALANCE — September 30, 2021 81,731,261 $ 817,000 $ 736,756,000 $ ( 222,775,000 ) $ 514,798,000 $ 540,000 $ 515,338,000

Three Months Ended September 30, 2020

Stockholders’ Equity

Class T and Class I Common Stock

of Shares Amount Additional

Paid-In Capital Accumulated

Deficit Total

Stockholders’

Equity Noncontrolling

Interest Total Equity

BALANCE — June 30, 2020 80,599,306 $ 805,000 $ 726,516,000 $ ( 159,366,000 ) $ 567,955,000 $ 1,047,000 $ 569,002,000

Offering costs — common stock — — ( 3,000 ) — — ( 3,000 ) — ( 3,000 )

Issuance of common stock under the DRIP 1,226,073 12,000 11,292,000 — — 11,304,000 — 11,304,000

Issuance of vested and nonvested restricted common stock 15,000 — 29,000 — 29,000 — 29,000

Amortization of nonvested common stock compensation — — 811,000 — — 811,000 — 811,000

Stock based compensation — — — — — — 21,000 21,000

Repurchase of common stock ( 448,375 ) ( 5,000 ) ( 4,129,000 ) — — ( 4,134,000 ) — ( 4,134,000 )

Distributions to noncontrolling interest — — — — — ( 22,000 ) ( 22,000 )

Distributions to noncontrolling interests — — — — — — ( 3,515,000 ) ( 3,515,000 )

Adjustment to noncontrolling interest in connection with the Merger — — ( 1,173,000 ) — — ( 1,173,000 ) 1,173,000 —

Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 21,000 ) ( 21,000 )

Adjustment to value of redeemable noncontrolling interests — — ( 1,927,000 ) — — ( 1,927,000 ) ( 929,000 ) ( 2,856,000 )

1 unchanged sentence

— — — ( 26,354,000 ) — ( 26,354,000 ) — ( 26,354,000 )

Net loss — — — ( 4,920,000 ) ( 4,920,000 ) ( 105,000 ) ( 5,025,000 ) (1)

BALANCE — September 30, 2020 80,987,994 $ 809,000 $ 729,923,000 $ ( 172,436,000 ) $ 558,296,000 $ 920,000 $ 559,216,000

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Nine Months Ended September 30, 2021 and 2020

Nine Months Ended September 30, 2021

Net (loss) income — — — ( 2,956,000 ) — ( 2,956,000 ) 1,872,000 ( 1,084,000 ) (1)

Other comprehensive loss — — — — ( 194,000 ) ( 194,000 ) — ( 194,000 )

BALANCE — March 31, 2022

263,809,729 $ 2,629,000 $ 2,536,811,000 $ ( 980,613,000 ) $ ( 2,160,000 ) $ 1,556,667,000 $ 174,154,000 $ 1,730,821,000

Stockholders’ Equity

Class T and Class I Common Stock

of Shares Amount Additional

Paid-In Capital Accumulated

Deficit Total

Shares Amount Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Stockholders’

Equity Noncontrolling

Interest Total Equity

Interests Total Equity

BALANCE — December 31, 2020

Offering costs — common stock

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

Issuance of common stock under the DRIP

Offering costs — common stock

— — ( 1,000 ) — — ( 1,000 ) — ( 1,000 )

1 unchanged sentence

— — 27,000 — — 27,000 — 27,000

Repurchase of common stock

Stock based compensation

— — — — — — ( 14,000 ) ( 14,000 )

Distributions to noncontrolling interest

Distributions to noncontrolling interests

— — — — — — ( 176,000 ) ( 176,000 )

Adjustment to value of redeemable noncontrolling interests — — ( 378,000 ) — — ( 378,000 ) ( 148,000 ) ( 526,000 )

Distributions declared ($ 0.30 per share)

— — — ( 24,435,000 ) ( 24,435,000 ) — ( 24,435,000 )

Net loss — — — ( 11,847,000 ) — ( 11,847,000 ) ( 3,942,000 ) ( 15,789,000 ) (1)

BALANCE — September 30, 2021 81,731,261 $ 817,000 $ 736,756,000 $ ( 222,775,000 ) $ 514,798,000 $ 540,000 $ 515,338,000

Nine Months Ended September 30, 2020

Stockholders’ Equity

Class T and Class I Common Stock

of Shares Amount Additional

Paid-In Capital Accumulated

Deficit Total

Stockholders’

Equity Noncontrolling

Interest Total Equity

BALANCE — December 31, 2019 79,899,874 $ 798,000 $ 719,894,000 $ ( 130,613,000 ) $ 590,079,000 $ — $ 590,079,000

Offering costs — common stock — — 67,000 — 67,000 — 67,000

Issuance of common stock under the DRIP 1,643,731 16,000 15,665,000 — 15,681,000 — 15,681,000

Issuance of vested and nonvested restricted common stock 22,500 — 43,000 — 43,000 — 43,000

Amortization of nonvested common stock compensation — — 128,000 — 128,000 — 128,000

Repurchase of common stock ( 578,111 ) ( 5,000 ) ( 5,344,000 ) — ( 5,349,000 ) — ( 5,349,000 )

Contribution from noncontrolling interest — — — — — 1,250,000 1,250,000

Distributions to noncontrolling interest — — — — — ( 54,000 ) ( 54,000 )

Adjustment to value of redeemable noncontrolling interests — — ( 530,000 ) — ( 530,000 ) — ( 530,000 )

Distributions declared ($ 0.35 per share)

Other comprehensive income — — — — 69,000 69,000 — 69,000

BALANCE — March 31, 2021

179,658,367 $ 1,798,000 $ 1,730,237,000 $ ( 876,118,000 ) $ ( 1,939,000 ) $ 853,978,000 $ 164,095,000 $ 1,018,073,000

Net loss — — — ( 13,632,000 ) ( 13,632,000 ) ( 276,000 ) ( 13,908,000 ) (1)

BALANCE — September 30, 2020 80,987,994 $ 809,000 $ 729,923,000 $ ( 172,436,000 ) $ 558,296,000 $ 920,000 $ 559,216,000

(1) Amount excludes $ 91,000 and $ 127,000 for the three months ended September 30, 2021 and 2020, respectively, and $ 310,000 and $ 332,000 for the nine months ended September 30, 2021 and 2020, respectively, of net loss attributable to redeemable noncontrolling interests.

(1) For the three months ended March 31, 2022 and 2021, amounts exclude $ 187,000 and $( 484,000 ), respectively, of net income (loss) attributable to redeemable noncontrolling interests.

See Note 13, Redeemable Noncontrolling Interests, for a further discussion.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2021 and 2020

Nine Months Ended September 30,

For the Three Months Ended March 31, 2022 and 2021

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ ( 13,782,000 ) $ ( 14,240,000 )

Adjustments to reconcile net loss to net cash provided by operating activities:

$ ( 897,000 ) $ ( 16,273,000 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

1 unchanged sentence

Other amortization

6,166,000 5,955,000

Deferred rent ( 1,695,000 ) ( 1,023,000 )

Stock based compensation ( 32,000 ) ( 14,000 )

Loss on disposition of real estate investments 184,000 —

Loss (income) from unconsolidated entity 1,027,000 ( 952,000 )

Stock based compensation — nonvested restricted common stock 811,000 27,000

(Gain) loss from unconsolidated entities ( 1,386,000 ) 1,771,000

(Gain) loss on dispositions of real estate investments ( 756,000 ) 335,000

Foreign currency loss (gain) 1,335,000 ( 416,000 )

Loss on extinguishments of debt 4,591,000 2,288,000

Change in fair value of derivative financial instruments ( 500,000 ) ( 1,821,000 )

Impairment of real estate investments — 3,064,000

Changes in operating assets and liabilities:

5 unchanged sentences

Security deposits, prepaid rent and other liabilities ( 5,192,000 ) ( 161,000 )

Net cash provided by operating activities 16,556,000 29,943,000

Net cash provided by (used in) operating activities 22,360,000 ( 5,255,000 )

CASH FLOWS FROM INVESTING ACTIVITIES

Developments and capital expenditures ( 20,856,000 ) ( 29,196,000 )

Acquisitions of real estate investments ( 19,878,000 ) ( 78,542,000 )

Proceeds from dispositions of real estate investments 14,074,000 1,248,000

Investments in unconsolidated entities

( 200,000 ) ( 325,000 )

Proceeds from disposition of real estate investments 6,196,000 —

Capital expenditures

Real estate and other deposits

( 507,000 ) ( 26,000 )

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Payments on mortgage loans payable

( 475,000 ) ( 8,166,000 )

Borrowings under the line of credit and term loans

17,000,000 140,800,000

Payments on the line of credit and term loans

Borrowings under mortgage loans payable

22,489,000 104,092,000

Payments on mortgage loans payable ( 4,538,000 ) ( 3,480,000 )

Borrowings under the lines of credit and term loan 941,400,000 16,600,000

Payments on the lines of credit and term loan ( 928,900,000 ) ( 18,000,000 )

Deferred financing costs

Payment of offering costs

( 4,796,000 ) ( 799,000 )

Debt extinguishment costs

( 2,790,000 ) ( 125,000 )

Payments on financing obligations ( 787,000 ) ( 8,481,000 )

Distributions paid to common stockholders ( 15,010,000 ) —

Repurchase of common stock ( 4,134,000 ) —

( 1,874,000 ) ( 5,349,000 )

Contribution from noncontrolling interest

Distributions to noncontrolling interest

( 62,000 ) ( 54,000 )

Contributions from redeemable noncontrolling interest 125,000 1,118,000

Distributions to noncontrolling interests in total equity ( 3,511,000 ) ( 172,000 )

Contribution from redeemable noncontrolling interest 173,000 —

Distributions to redeemable noncontrolling interests ( 695,000 ) —

( 8,000 ) ( 81,000 )

Security deposits

( 5,000 ) ( 199,000 )

Security deposits and other ( 208,000 ) ( 30,000 )

Net cash (used in) provided by financing activities ( 1,307,000 ) 89,605,000

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Three Months Ended March 31, 2022 and 2021

Three Months Ended March 31,

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ ( 6,314,000 ) $ ( 22,491,000 )

EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 2,000 ) 7,000

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period 125,486,000 152,190,000

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period $ 119,170,000 $ 129,706,000

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Nine Months Ended September 30, 2021 and 2020

Nine Months Ended September 30,

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

1 unchanged sentence

Cash and cash equivalents $ 81,597,000 $ 113,212,000

$ 17,411,000 $ 15,290,000

Restricted cash 43,889,000 38,978,000

714,000 556,000

Cash, cash equivalents and restricted cash $ 125,486,000 $ 152,190,000

$ 18,125,000 $ 15,846,000

End of period:

Cash and cash equivalents $ 75,115,000 $ 89,995,000

$ 16,183,000 $ 22,690,000

Restricted cash 44,055,000 39,711,000

986,000 706,000

Cash, cash equivalents and restricted cash $ 119,170,000 $ 129,706,000

$ 17,169,000 $ 23,396,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

2 unchanged sentences

Income taxes $ 191,000 $ 169,000

SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES

Investing Activities:

Accrued capital expenditures

$ 3,720,000 $ 2,182,000

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Accrued developments and capital expenditures $ 14,750,000 $ 16,020,000

Tenant improvement overage $ 223,000 $ 41,000

$ 303,000 $ 636,000

The following represents the increase (decrease) in certain assets and liabilities in connection with our acquisitions and disposition of real estate investments:

$ ( 16,000 ) $ 196,000

Accounts payable and accrued liabilities

$ ( 50,000 ) $ 201,000

Prepaid rent $ 10,000 $ 11,000

Financing Activities:

Issuance of common stock under the DRIP $ 11,304,000 $ —

Distributions declared but not paid to common stockholders $ — $ 2,664,000

Accrued stockholder servicing fee $ 2,157,000 $ 7,667,000

Distributions declared but not paid — common stockholders $ 8,794,000 $ —

Distributions declared but not paid — limited partnership units $ 467,000 $ —

Capital expenditures from financing obligations $ — $ 136,000

The following represents the net (decrease) increase in certain assets and liabilities in connection with our acquisitions and dispositions of real estate investments:

Accounts and other receivables $ ( 173,000 ) $ 4,000

Other assets, net $ 5,023,000 $ ( 190,000 )

Mortgage loan payable, net $ ( 12,059,000 ) $ —

Accounts payable and accrued liabilities $ ( 21,000 ) $ —

Financing obligations $ 56,000 $ —

Security deposits $ 7,746,000 $ —

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three and Nine Months Ended September 30, 2021 and 2020

The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc.

(formerly known as Griffin-American Healthcare REIT IV, Inc.

) and its subsidiaries, including Griffin-American Healthcare REIT IV Holdings, LP, except where otherwise noted.

For the Three Months Ended March 31, 2022 and 2021

The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT III, Inc., or GAHR III, 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.

(formerly known as Griffin-American Healthcare REIT IV, Inc., or GAHR IV) 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.

Certain historical information of GAHR IV is included for background purposes.

Organization and Description of Business

American Healthcare REIT, Inc.

(formerly known as Griffin-American Healthcare REIT IV, Inc.), a Maryland corporation, invests in a diversified portfolio of healthcare real estate properties, focusing primarily on medical office buildings, skilled nursing facilities and senior housing facilities that produce current income.

Overview and Background

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).

We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT.

We raised $ 754,118,000 through a best efforts initial public offering, or our initial offering, that commenced on February 16, 2016, and issued 75,639,681 aggregate shares of our Class T and Class I common stock.

In addition, during our initial offering, we issued 3,253,535 aggregate shares of our Class T and Class I common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP, for a total of $ 31,021,000 in distributions reinvested.

Following the termination of our initial offering on February 15, 2019, we continued issuing shares of our common stock pursuant to the DRIP through a subsequent offering, or the 2019 DRIP Offering, which commenced on March 1, 2019.

On March 18, 2021, our board of directors, or our board, authorized the suspension of the DRIP, effective as of April 1, 2021.

As of September 30, 2021, a total of $ 46,970,000 in distributions were reinvested that resulted in 4,923,550 shares of our common stock being issued pursuant to the 2019 DRIP Offering.

We collectively refer to the DRIP portion of our initial offering and the 2019 DRIP Offering as our DRIP Offerings.

See Note 12, Equity — Distribution Reinvestment Plan, for a further discussion.

On October 4, 2021, our board authorized the reinstatement of the DRIP.

See Note 20, Subsequent Events — Reinstatement of the DRIP, for a further discussion.

Until October 1, 2021, we conducted substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership.

Through September 30, 2021, we were externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, as amended, or the Advisory Agreement, between us, our operating partnership and our advisor.

The Advisory Agreement was effective as of February 16, 2016 and had a one-year initial term, subject to successive one-year renewals upon the mutual consent of the parties.

The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 11, 2021.

On June 23, 2021, in anticipation of the Merger, as defined and discussed below, we entered into an amendment to the Advisory Agreement, whereby it was agreed that any acquisition fee due to our advisor is to be waived in connection with the REIT Merger, as defined and discussed below.

Except as set forth in such amendment to the Advisory Agreement, the terms of the Advisory Agreement continued in full force and effect.

Our 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.

Our advisor performed its duties and responsibilities under the Advisory Agreement as our fiduciary.

Prior to the Merger, our advisor was 75.0 % owned and managed by wholly owned subsidiaries of American Healthcare Investors, LLC, or American Healthcare Investors, and 25.0 % owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital, or collectively, our co-sponsors.

American Healthcare Investors was 47.1 % owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1 % indirectly owned by Digital Bridge Group, Inc.

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, Inc.

We were not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Digital Bridge or Mr.

however, we were affiliated with our advisor, American Healthcare Investors and AHI Group Holdings.

Please see the “Merger with Griffin-American Healthcare REIT III, Inc.” and “AHI Acquisition” sections below for a further discussion of our operations effective October 1, 2021.

We operate through four reportable business segments:

medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.

As of September 30, 2021, we owned 87 properties, comprising 92 buildings, or approximately 4,799,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 1,080,381,000 .

As of September 30, 2021, we also owned a 6.0 % interest in a joint venture which owned a portfolio of integrated senior health campuses and ancillary businesses.

Due to the ongoing coronavirus, or COVID-19, pandemic in the United States and globally, since March 2020, our residents, tenants, operating partners and managers have been materially impacted, and the prolonged economic impact remains

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.

We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis.

We generally seek investments that produce current income;

however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties.

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.

Merger of Griffin-American Healthcare REIT III, Inc.

and Griffin-American Healthcare REIT IV, Inc.

On October 1, 2021, pursuant to an Agreement and Plan of Merger dated June 23, 2021, or the Merger Agreement, GAHR III merged with and into Continental Merger Sub, LLC, a Maryland limited liability company and newly formed wholly owned subsidiary of GAHR IV, or Merger Sub, with Merger Sub being the surviving company, or the REIT Merger.

On October 1, 2021, also pursuant to the Merger Agreement, Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership and subsidiary and operating partnership of GAHR IV, or GAHR IV Operating Partnership, merged with and into Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, or our operating partnership, with our operating partnership being the surviving entity, or the Partnership Merger.

We collectively refer to the REIT Merger and the Partnership Merger as the Merger.

Following the Merger on October 1, 2021, our company, or the Combined Company, was renamed American Healthcare REIT, Inc.

and our operating partnership, also referred to as the surviving partnership, was renamed American Healthcare REIT Holdings, LP.

The REIT Merger qualified as a reorganization under, and within the meaning of, Section 368(a) of the Code.

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.

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.

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.

AHI Acquisition

Also on October 1, 2021, immediately prior to the consummation of the Merger, GAHR III acquired a newly formed entity, American Healthcare Opps Holdings, LLC, or NewCo, which we refer to as the AHI Acquisition, pursuant to a contribution and exchange agreement dated June 23, 2021, or the Contribution Agreement, between GAHR III;

our operating partnership;

American Healthcare Investors, LLC, or AHI;

Griffin Capital Company, LLC, or Griffin Capital;

Platform Healthcare Investor T-II, LLC;

Flaherty Trust;

and Jeffrey T.

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.

Streiff, our former Executive Vice President, General Counsel and current Chief

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As the COVID-19 pandemic is still impacting the healthcare system to a degree, it continues to present challenges for us as an owner and operator of healthcare facilities.

Since its outset, the impacts of the COVID-19 pandemic have been significant, rapidly and continuously evolving and may continue into the future, especially due to the emergence of the Delta variant which has caused COVID-19 cases and deaths to increase significantly in recent months, 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.

We have evaluated the impacts of the COVID-19 pandemic on our business thus far and incorporated information concerning the impact of COVID-19 into our assessments of liquidity, impairment and collectability from tenants and residents as of September 30, 2021.

Operating Officer, or collectively, the AHI Principals.

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.

See “Operating Partnership and Former Advisor” below for a further discussion.

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.

In exchange for these contributions, the surviving partnership issued limited partnership units, or surviving partnership OP units.

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.

Following the consummation of the Merger and the AHI Acquisition, the Combined Company became self-managed.

As of March 31, 2022 and 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.

The AHI Acquisition was treated as a business combination for accounting purposes, with GAHR III as both the legal and accounting acquiror of NewCo.

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 Accounting Standards Codification Topic 805, Business Combinations , after considering the relative share ownership and the composition of the governing body of the Combined Company.

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.

For this reason, period to period comparisons may not be meaningful.

Operating Partnership and Former Advisor

We conduct substantially all of our operations through our operating partnership.

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.

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.

Following the Merger and the AHI Acquisition, we became self-managed and are no longer externally advised.

As a result, any fees that would have otherwise been payable to our former advisor are no longer being paid.

Also, on October 1, 2021 and in connection with the AHI Acquisition, our operating partnership redeemed all 22,222 shares of our common stock owned by our former advisor and the 20,833 shares of our Class T common stock owned by GAHR IV Advisor in GAHR IV.

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.

Prior to the AHI Acquisition, AHI was 47.1 % owned by AHI Group Holdings, 45.1 % indirectly owned by Digital Bridge Group, Inc.

DBRG), or Digital Bridge, and 7.8 % owned by James F.

Flaherty III.

We were not affiliated with Griffin Capital, Digital Bridge or Mr.

however, we were affiliated with our former advisor, AHI and AHI Group Holdings.

Please see the “Merger of Griffin-American Healthcare REIT III, Inc.

and Griffin-American Healthcare REIT IV, Inc.” and “AHI Acquisition” sections above for a further discussion of our operations effective October 1, 2021.

See Note 13, Redeemable Noncontrolling Interests, and Note 14, Equity — Noncontrolling Interests in Total Equity, for a further discussion of the ownership in our operating partnership.

Public Offering

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.

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.

Following the deregistration of the GAHR III initial offering on April 22, 2015, we continued issuing shares of our common stock pursuant to subsequent distribution reinvestment plan offerings.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

See Note 14, Equity — Common Stock, and Note 14, Equity — Distribution Reinvestment Plan, for a further discussion of our public offerings.

Our Real Estate Investments Portfolio

We currently operate through six reportable business segments:

medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.

As of March 31, 2022, we owned and/or operated 182 properties, comprising 191 buildings, and 122 integrated senior health campuses including completed development projects, or approximately 19,461,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,299,872,000 , including the fair value of the properties acquired in the Merger.

In addition, as of March 31, 2022, we also owned a real estate-related debt investment purchased for $ 60,429,000 .

Our residents, tenants, operating partners and managers, our industry and the U.S.

economy continue to be disrupted by the COVID-19 pandemic and related supply chain disruptions and labor shortages.

The timing and extent of the economic recovery from the COVID-19 pandemic is dependent upon many factors, including the rate of vaccination, the emergence and severity of COVID-19 variants, the continued effectiveness of the vaccines against those variants, the frequency of booster vaccinations and the duration and implications of continued restrictions and safety measures.

As the COVID-19 pandemic is still impacting the healthcare system to a certain extent, 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.

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 March 31, 2022.

We will continue to monitor such impacts and will adjust our estimates and assumptions based on the best available information.

Merger with Griffin-American Healthcare REIT III, Inc.

On June 23, 2021, we, our operating partnership, our wholly owned subsidiary, Continental Merger Sub, LLC, or merger sub, Griffin-American Healthcare REIT III, Inc., or GAHR III, and American Healthcare REIT Holdings, LP (formerly known as Griffin-American Healthcare REIT III Holdings, LP), or the surviving partnership, entered into an Agreement and Plan of Merger, or the Merger Agreement.

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) our operating partnership merged with and into the surviving partnership, with the surviving 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.

As a result of and at the effective time of the Merger, the separate corporate existence of GAHR III and our operating partnership ceased.

Following the Merger, our company, combined with GAHR III, or the Combined Company, was renamed “American Healthcare REIT, Inc.” The REIT Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code.

AHI Acquisition

Also on June 23, 2021, the surviving partnership, our co-sponsors, Platform Healthcare Investor T-II, LLC, Flaherty Trust, Jeffrey T.

Hanson, our former Chief Executive Officer and Chairman of the Board of Directors, Danny Prosky, our President and former Chief Operating Officer, and Mathieu B.

Streiff, our former Executive Vice President, General Counsel, entered into a contribution and exchange agreement, or the Contribution Agreement, pursuant to which, among other things, the surviving partnership agreed to acquire a newly formed entity, or NewCo, which we refer to as the AHI Acquisition, that owned substantially all of the business and operations of one of our co-sponsors, American Healthcare Investors, as well as all of the equity interests in (i) Griffin-American Healthcare REIT III Advisor, LLC, or GAHR III Advisor, a subsidiary of American Healthcare Investors that served as the external advisor of GAHR III, and (ii) our advisor.

On October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger.

Following the consummation of the Merger, the Combined Company has become a self-managed company.

The AHI Acquisition will be treated as a business combination for accounting purposes, with GAHR III as both the legal and accounting acquiror of NewCo.

While we are the legal acquiror of GAHR III in the REIT Merger, GAHR III was determined to be the accounting acquiror in the REIT Merger transaction in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations , after considering the relative share ownership and the composition of the governing body of the Combined Company.

As a result of the completion of the Merger and the AHI Acquisition, the historical information regarding our company’s structure, agreements and financial information presented within this Note 1 and throughout the rest of the Notes to Condensed Consolidated Financial Statements has materially changed;

however, such information did apply to us as of September 30, 2021.

See Note 20, Subsequent Events — Merger with Griffin-American Healthcare REIT III, Inc.

and AHI Acquisition, for a further discussion about the Merger and the AHI Acquisition.

Summary of Significant Accounting Policies

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Our accompanying condensed 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.

The portion of equity in any subsidiary that is not

The portion of equity in any subsidiary that is not wholly owned by us is presented in our accompanying condensed 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.

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.

We are the sole general partner of our operating partnership and as of March 31, 2022 and December 31, 2021, we owned an approximately 95.0 % and 94.9 % general partnership interest therein, respectively, and the remaining 5.0 % and 5.1 %, respectively, was owned by the NewCo Sellers.

Prior to the Merger on October 1, 2021, we owned greater than a 99.99 % general partnership interest in our operating partnership and our former advisor was a limited partner that owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.

On October 1, 2021, in connection with the AHI Acquisition, we repurchased our former advisor’s 222 limited partnership units in our operating partnership.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

wholly-owned by us is presented in our accompanying condensed consolidated financial statements as noncontrolling interest.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf.

We a re the sole general partner of our operating partnership, and as of both September 30, 2021 and December 31, 2020, we owned greater than a 99.99 % general partnership interest therein.

Our advisor was a limited partner, and as of both September 30, 2021 and December 31, 2020, owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.

Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our accompanying condensed consolidated financial statements.

The accounts of our operating partnership are consolidated in our accompanying condensed 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.

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or the SEC.

Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to the SEC’s rules and regulations.

1 unchanged sentence

Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period.

Interim results of operations are not necessarily indicative of the results that may be expected for the full year;

Interim results of operations are not necessarily indicative of the results to be expected for the full year;

such full year results may be less favorable.

3 unchanged sentences

The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

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.

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

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:

Three Months Ended September 30,

Point in Time Over Time Total Point in Time Over Time Total

Senior housing — RIDEA $ 150,000 $ 14,940,000 $ 15,090,000 $ 174,000 $ 18,774,000 $ 18,948,000

Three Months Ended March 31,

Senior Health

Campuses SHOP(1) Total Integrated

Senior Health

Campuses SHOP(1) Total

Over time $ 230,534,000 $ 37,216,000 $ 267,750,000 $ 188,258,000 $ 19,459,000 $ 207,717,000

Point in time 50,478,000 746,000 51,224,000 44,968,000 341,000 45,309,000

Total resident fees and services

$ 281,012,000 $ 37,962,000 $ 318,974,000 $ 233,226,000 $ 19,800,000 $ 253,026,000

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Nine Months Ended September 30,

Point in Time Over Time Total Point in Time Over Time Total

Senior housing — RIDEA $ 473,000 $ 45,706,000 $ 46,179,000 $ 746,000 $ 51,117,000 $ 51,863,000

The following tables disaggregate our resident fees and services revenue by payor class:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Senior Health

Campuses SHOP(1) Total Integrated

Senior Health

Campuses SHOP(1) Total

Private and other payors

1 unchanged sentence

94,517,000 — 94,517,000 84,283,000 — 84,283,000

54,692,000 2,925,000 57,617,000 42,833,000 381,000 43,214,000

Total resident fees and services

$ 281,012,000 $ 37,962,000 $ 318,974,000 $ 233,226,000 $ 19,800,000 $ 253,026,000

Accounts Receivable, Net — Resident Fees and Services

(1) Includes fees for basic housing and assisted living care.

We record revenue when services are rendered at amounts billable to individual residents.

Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance.

For patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered.

Accounts Receivable, Net — Resident Fees and Services Revenue

The beginning and ending balances of accounts receivable, net — resident fees and services are as follows:

Medicaid Private

Other Payors Total

Other Payors Medicare Medicaid Total

Beginning balance — January 1, 2022

$ 42,056,000 $ 35,953,000 $ 16,922,000 $ 94,931,000

Ending balance — September 30, 2021

Ending balance — March 31, 2022

44,032,000 39,469,000 18,448,000 101,949,000

(Decrease)/increase $ ( 866,000 ) $ 542,000 $ ( 324,000 )

Increase $ 1,976,000 $ 3,516,000 $ 1,526,000 $ 7,018,000

Deferred Revenue — Resident Fees and Services Revenue

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:

Beginning balance — January 1, 2022

Ending balance — March 31, 2022

Increase $ 1,414,000

In addition to the deferred revenue above, as of March 31, 2022, we had approximately $ 2,069,000 remaining in Medicare advance payments that were received during 2020 through an expanded program of the Centers for Medicare & Medicaid Services.

Such amounts were deferred and included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets, and are applied to future Medicare claims.

Our recoupment period commenced in the second quarter of 2021, and for the three months ended March 31, 2022, we recognized $ 10,899,000 of resident fees and services revenue pertaining to such Medicare advance payments.

Tenant and Resident Receivables and Allowances

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An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements.

Substantially all of such allowances are recorded as direct reductions of resident fees and services revenue as contractual adjustments provided to third-party payors or implicit price concessions in our accompanying condensed consolidated statements of operations.

Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the residents’ financial condition, security deposits, cash collection patterns by payor and by state, current economic conditions, future expectations in estimating credit losses and other relevant factors.

Tenant receivables, which are related to real estate revenue, and unbilled deferred rent receivables are reduced for uncollectible amounts, which are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations.

As of September 30, 2021 and December 31, 2020, we had $ 2,219,000 and $ 2,086,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses.

For the nine months ended September 30, 2021 and 2020, we increased allowances by $ 839,000 and $ 937,000 , respectively, and reduced allowances for collections or adjustments by $ 350,000 and $ 126,000 , respectively.

For the nine months ended September 30, 2021 and 2020, $ 356,000 and $ 60,000 , respectively, of our receivables were written off against the related allowances.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of March 31, 2022 and December 31, 2021, we had $ 13,872,000 and $ 12,378,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses.

For the three months ended March 31, 2022 and 2021, we increased allowances by $ 5,223,000 and $ 2,478,000 , respectively, and reduced allowances for collections or adjustments by $ 2,099,000 and $ 1,505,000 , respectively.

For the three months ended March 31, 2022 and 2021, $ 1,630,000 and $ 1,606,000 , respectively, of our receivables were written off against the related allowances.

Accounts Payable and Accrued Liabilities

As of March 31, 2022 and December 31, 2021, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 28,456,000 and $ 31,101,000 , respectively, insurance reserves of $ 35,294,000 and $ 36,440,000 , respectively, accrued property taxes of $ 21,654,000 and $ 22,102,000 , respectively, accrued developments and capital expenditures to unaffiliated third parties of $ 14,750,000 and $ 22,852,000 , respectively, and accrued distributions to common stockholders of $ 8,794,000 and $ 8,768,000 , respectively.

Statement of Cash Flows

For the three months ended March 31, 2021, amounts totaling $ 101,734,000 have been removed from borrowings under mortgage loans payable and early payoff of mortgage loans payable to properly reflect only actual cash flows resulting from borrowings and payments of mortgage loans compared to amounts previously presented.

There was no net change in previously disclosed net cash provided by financing activities.

Real Estate Investments, Net

Our real estate investments, net consisted of the following as of September 30, 2021 and December 31, 2020:

September 30,

2021 December 31,

Building and improvements $ 892,743,000 $ 884,816,000

Land 109,771,000 109,444,000

Our real estate investments, net consisted of the following as of March 31, 2022 and December 31, 2021:

Building, improvements and construction in process $ 3,495,979,000 $ 3,505,786,000

Land and improvements 332,486,000 334,562,000

Furniture, fixtures and equipment 202,965,000 198,224,000

1 unchanged sentence

accumulated depreciation ( 555,795,000 ) ( 523,886,000 )

Total $ 907,103,000 $ 921,580,000

$ 3,475,635,000 $ 3,514,686,000

Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 34,422,000 and $ 24,190,000 , respectively.

For the three months ended March 31, 2022, we incurred capital expenditures of $ 8,248,000 for our integrated senior health campuses, $ 2,434,000 for our medical office buildings and $ 1,454,000 for our SHOP.

We did no t incur any capital expenditures for our skilled nursing facilities, senior housing facilities or hospitals for the three months ended March 31, 2022.

Acquisition of Real Estate Investment

For the three months ended March 31, 2022, we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, of which we owned 72.9 % at the time of acquisition, acquired an integrated senior health campus located in Kentucky.

See Note 4, Business Combination, for a further discussion.

The following is a summary of such property acquisition for the three months ended March 31, 2022:

Location Date

Acquired Contract

Purchase Price Mortgage

Loan Payable(1)

Louisville, KY 01/03/22 $ 27,790,000 $ 20,800,000

(1) Represents the principal balance of the mortgage loan payable placed on the campus at the time of acquisition.

Sale of Controlling Interests in Real Estate Investments

On February 8, 2022, we sold approximately 77.0 % ownership interests in several real estate assets for development within our integrated senior health campuses segment for an aggregate sales price of $ 19,622,000 and a gain on sale of $ 756,000 .

We retained approximately 23.0 % ownership interests in such real estate development assets, which interests are

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Depreciation expense for the three months ended September 30, 2021 and 2020 was $ 8,181,000 and $ 7,966,000 , respectively, and for the nine months ended September 30, 2021 and 2020 was $ 24,025,000 and $ 23,698,000 , respectively.

For the three and nine months ended September 30, 2021, we incurred capital expenditures of $ 1,959,000 and $ 4,875,000 , respectively, for our medical office buildings, $ 827,000 and $ 1,885,000 , respectively, for our senior housing — RIDEA facilities and $ 31,000 and $ 31,000 , respectively, for our skilled nursing facilities.

We did no t incur any capital expenditures for our senior housing facilities during the three and nine months ended September 30, 2021.

On February 12, 2021, we acquired a previously unowned unit within one of our buildings at our existing Athens MOB Portfolio, originally purchased in May 2017, for a contract purchase price of $ 2,950,000 .

Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of such unit, a base acquisition fee of 2.25 % of the contract purchase price paid by us, or $ 66,000 .

We acquired such unit using cash on hand and borrowed $ 2,000,000 under the 2018 Credit Facility, as defined in Note 7, Line of Credit and Term Loans, at the time of acquisition.

We accounted for our acquisition completed during the nine months ended September 30, 2021 as an asset acquisition.

We incurred and capitalized the base acquisition fee and direct acquisition related expenses of $ 94,000 .

The following table summarizes the purchase price of the assets acquired at the time of acquisition based on their relative fair values:

accounted for as investments in unconsolidated entities within other assets, net in our accompanying condensed consolidated balance sheet as of March 31, 2022.

From February 8, 2022 through March 31, 2022, 23.0 % interest in the net earnings or losses of such unconsolidated entities were included in net loss from unconsolidated entities in our accompanying condensed consolidated statements of operations and comprehensive loss.

Business Combination

For the three months ended March 31, 2022, using cash on hand and debt financing, we completed the acquisition of an integrated senior healthcare campus, which was accounted for as a business combination.

The contract purchase price for such property acquisition was $ 27,790,000 plus immaterial transaction costs.

See Note 3, Real Estate Investments, Net, for a further discussion.

Based on quantitative and qualitative considerations, such business combination was not material to us and, therefore, pro forma financial information is not provided.

We did not complete any property acquisitions accounted for as business combinations for the three months ended March 31, 2021.

The fair values of the assets acquired and liabilities assumed during 2022 were preliminary estimates.

Any necessary adjustments will be finalized within one year from the date of acquisition.

The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our 2022 property acquisition.

Building and improvements $ 17,235,000

In-place lease 288,000

Land 3,060,000

In-place leases 3,420,000

Goodwill 1,827,000

Furniture, fixtures and equipment 1,558,000

Certificates of need 690,000

Total assets acquired 28,378,000

On April 1, 2021, we disposed of two senior housing facilities located in Fairfield and Sacramento, California for a contract sales price of $ 6,800,000 .

Such facilities were part of our existing Northern California Senior Housing Portfolio and were included within our senior housing – RIDEA reporting segment.

We recognized a total net loss on such disposition of $ 184,000 .

Our advisor agreed to waive the $ 136,000 disposition fee and any expense reimbursements for such disposition that may otherwise have been due to our advisor pursuant to the Advisory Agreement.

Our advisor did not receive any additional securities, shares of our stock or any other form of consideration or any repayment as a result of the waiver of such disposition fee and expense reimbursements.

Security deposits ( 7,747,000 )

Accounts payable and accrued liabilities ( 109,000 )

Financing obligations ( 56,000 )

Total liabilities assumed ( 7,912,000 )

Net assets acquired $ 20,466,000

Debt Security Investment, Net

On October 15, 2015, we acquired a commercial mortgage-backed debt security, or debt security, from an unaffiliated third party.

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.

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.

The debt security was issued by an unaffiliated mortgage trust and represents a 10.0 % beneficial ownership interest in such mortgage trust.

The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity.

As of March 31, 2022 and December 31, 2021, the carrying amount of the debt security investment was $ 80,239,000 and $ 79,315,000 , respectively, net of unamortized closing costs of $ 948,000 and $ 1,004,000 , respectively.

Accretion on the debt security for the three months ended March 31, 2022 and 2021 was $ 980,000 and $ 881,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Amortization expense of closing costs for the three months ended March 31, 2022 and 2021 was $ 56,000 and $ 47,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

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.

No credit loss was recorded for the three months ended March 31, 2022 and 2021.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Identified Intangible Assets, Net

Identified intangible assets, net consisted of the following as of September 30, 2021 and December 31, 2020:

September 30,

2021 December 31,

Amortized intangible assets:

In-place leases, net of accumulated amortization of $ 30,663,000 and $ 32,134,000 as of September 30, 2021 and December 31, 2020, respectively (with a weighted average remaining life of 8.8 years as of both September 30, 2021 and December 31, 2020)

Identified intangible assets, net consisted of the following as of March 31, 2022 and December 31, 2021:

Intangible assets subject to amortization:

In-place leases, net of accumulated amortization of $ 28,703,000 and $ 28,120,000 as of March 31, 2022 and December 31, 2021, respectively (with a weighted average remaining life of 8.1 years and 8.2 years as of March 31, 2022 and December 31, 2021, respectively)

$ 77,597,000 $ 81,538,000

Above-market leases, net of accumulated amortization of $ 1,252,000 and $ 1,009,000 as of September 30, 2021 and December 31, 2020, respectively (with a weighted average remaining life of 8.5 years and 9.1 years as of September 30, 2021 and December 31, 2020, respectively)

Above-market leases, net of accumulated amortization of $ 3,193,000 and $ 2,082,000 as of March 31, 2022 and December 31, 2021, respectively (with a weighted average remaining life of 9.6 years and 9.7 years as of March 31, 2022 and December 31, 2021, respectively)

33,962,000 35,106,000

Unamortized intangible assets:

Customer relationships, net of accumulated amortization of $ 673,000 and $ 635,000 as of March 31, 2022 and December 31, 2021, respectively (with a weighted average remaining life of 14.4 years and 14.7 years as of March 31, 2022 and December 31, 2021, respectively)

2,167,000 2,205,000

Internally developed technology and software, net of accumulated amortization of $ 423,000 and $ 399,000 as of March 31, 2022 and December 31, 2021, respectively (with a weighted average remaining life of 0.4 years and 0.7 years as of March 31, 2022 and December 31, 2021, respectively)

47,000 70,000

Intangible assets not subject to amortization:

Certificates of need 96,580,000 99,165,000

Total $ 54,752,000 $ 64,101,000

Amortization expense on identified intangible assets for the three months ended September 30, 2021 and 2020 was $ 2,358,000 and $ 4,728,000 , respectively, which included $ 97,000 and $ 109,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations.

Amortization expense on identified intangible assets for the nine months ended September 30, 2021 and 2020 was $ 9,495,000 and $ 14,361,000 , respectively, which included $ 296,000 and $ 329,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The aggregate weighted average remaining life of the identified intangible assets was 8.8 years as of both September 30, 2021 and December 31, 2020.

As of September 30, 2021, estimated amortization expense on the identified intangible assets for the three months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter was as follows:

Trade names 30,787,000 30,787,000

$ 241,140,000 $ 248,871,000

Amortization expense on identified intangible assets for the three months ended March 31, 2022 and 2021 was $ 8,239,000 and $ 1,196,000 , respectively, which included $ 1,114,000 and $ 83,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss.

The aggregate weighted average remaining life of the identified intangible assets was 8.7 years and 8.8 years as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022, estimated amortization expense on the identified intangible assets for the nine months ending December 31, 2022 and for each of the next four years ending December 31 and thereafter was as follows:

2022 $ 16,985,000

2 unchanged sentences

2025 11,034,000

2026 9,864,000

Thereafter 45,015,000

Total $ 54,404,000

$ 113,773,000

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Other Assets, Net

Other assets, net consisted of the following as of September 30, 2021 and December 31, 2020:

September 30,

2021 December 31,

Investment in unconsolidated entity $ 45,627,000 $ 46,653,000

Other assets, net consisted of the following as of March 31, 2022 and December 31, 2021:

Deferred rent receivables $ 42,672,000 $ 41,061,000

Prepaid expenses, deposits and other assets 3,939,000 9,028,000

Lease commissions, net of accumulated amortization of $ 687,000 and $ 426,000 as of September 30, 2021 and December 31, 2020, respectively

Prepaid expenses, deposits, other assets and deferred tax assets, net 33,818,000 22,484,000

Investments in unconsolidated entities 22,726,000 15,615,000

Inventory 18,087,000 18,929,000

Lease commissions, net of accumulated amortization of $ 5,100,000 and $ 4,911,000 as of March 31, 2022 and December 31, 2021, respectively

16,283,000 16,120,000

Deferred financing costs, net of accumulated amortization of $ 4,808,000 and $ 3,397,000 as of September 30, 2021 and December 31, 2020, respectively(1)

Deferred financing costs, net of accumulated amortization of $ 3,668,000 and $ 8,469,000 as of March 31, 2022 and December 31, 2021, respectively

6,130,000 3,781,000

Total $ 68,743,000 $ 72,199,000

(1) Deferred financing costs only include costs related to our line of credit and term loans.

Amortization expense on deferred financing costs of our line of credit and term loans for the three months ended September 30, 2021 and 2020 was $ 470,000 and $ 471,000 , respectively, and for the nine months ended September 30, 2021 and 2020 was $ 1,411,000 and $ 1,410,000 , respectively, which is recorded to interest expense in our accompanying condensed consolidated statements of operations.

See Note 7, Line of Credit and Term Loans, for a further discussion.

Investment in unconsolidated entity represents our interest in Trilogy REIT Holdings, LLC, or Trilogy, pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc.

and a wholly-owned subsidiary of the surviving partnership.

Trilogy owns a portfolio of integrated senior health campuses and ancillary businesses.

As of September 30, 2021 and December 31, 2020, we owned a 6.0 % interest in such joint venture and the unamortized basis difference of our investment in Trilogy of $ 16,448,000 and $ 16,791,000 , respectively, was primarily attributable to the difference between the amount for which we purchased our interest in such joint venture, including transaction costs, and the historical carrying value of the net assets of such joint venture.

This difference was being amortized over the remaining useful life of the related assets and included in income or loss from unconsolidated entity in our accompanying condensed consolidated statements of operations.

Lease inducement, net of accumulated amortization of $ 1,930,000 and $ 1,842,000 as of March 31, 2022 and December 31, 2021, respectively (with a weighted average remaining life of 8.7 years and 8.9 years as of March 31, 2022 and December 31, 2021, respectively)

3,070,000 3,158,000

$ 142,786,000 $ 121,148,000

Deferred financing costs included in other assets were related to the 2019 Trilogy Credit Facility and the senior unsecured revolving credit facility portion of the 2022 Credit Facility, each as defined at Note 9, Lines of Credit and Term Loans.

Amortization expense on lease inducement for both the three months ended March 31, 2022 and 2021 was $ 88,000 , and is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Mortgage Loans Payable, Net

As of March 31, 2022 and December 31, 2021, mortgage loans payable were $ 1,121,901,000 ($ 1,103,006,000 , net of discount/premium and deferred financing costs) and $ 1,116,216,000 ($ 1,095,594,000 , net of discount/premium and deferred financing costs), respectively.

As of March 31, 2022, we had 67 fixed-rate mortgage loans payable and 11 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 March 31, 2022 and a weighted average effective interest rate of 3.16 %.

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 %.

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.

Mortgage loans payable, net consisted of the following as of March 31, 2022 and December 31, 2021:

Total fixed-rate debt $ 862,480,000 $ 845,504,000

Total variable-rate debt 259,421,000 270,712,000

Total fixed- and variable-rate debt 1,121,901,000 1,116,216,000

deferred financing costs, net ( 8,314,000 ) ( 8,680,000 )

premium 356,000 397,000

discount ( 10,937,000 ) ( 12,339,000 )

Mortgage loans payable, net $ 1,103,006,000 $ 1,095,594,000

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Mortgage Loans Payable, Net

As of September 30, 2021 and December 31, 2020, mortgage loans payable were $ 18,291,000 ($ 17,409,000 , net of discount/premium and deferred financing costs) and $ 18,766,000 ($ 17,827,000 , net of discount/premium and deferred financing costs), respectively.

As of September 30, 2021, 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 3.91 %.

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 %.

In January 2020, we paid off a mortgage loan payable with a principal balance of $ 7,738,000 , which had an original maturity date of April 1, 2020.

We did not incur any prepayment penalties or fees in connection with such payoff.

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2021 and 2020:

Nine Months Ended September 30,

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

Beginning balance $ 1,095,594,000 $ 810,478,000

Borrowings under mortgage loans payable 88,659,000 205,826,000

Amortization of deferred financing costs

2,078,000 2,627,000

Amortization of discount/premium on mortgage loans payable

37,000 37,000

Scheduled principal payments on mortgage loans payable

( 4,538,000 ) ( 3,480,000 )

Early payoff of mortgage loans payable ( 78,437,000 ) ( 101,734,000 )

Deferred financing costs

( 333,000 ) ( 1,037,000 )

Amortization of discount/premium on mortgage loans payable, net ( 17,000 ) 203,000

Ending balance $ 1,103,006,000 $ 912,883,000

As of September 30, 2021, the principal payments due on our mortgage loans payable for the three months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter were as follows:

For the three months ended March 31, 2022, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 1,430,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Such loss was primarily related to the write-off of unamortized loan discount related to eight mortgage loans payable that we refinanced on January 1, 2022 that were due to mature in 2044 through 2052.

For the three months ended March 31, 2021, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,288,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

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 that were due to mature in 2053.

As of March 31, 2022, the principal payments due on our mortgage loans payable for the nine months ending December 31, 2022 and for each of the next four years ending December 31 and thereafter were as follows:

2022 $ 121,952,000

2023 121,130,000

2024 163,974,000

2025 29,571,000

2026 155,402,000

Thereafter 529,872,000

Total $ 18,291,000

Line of Credit and Term Loans

We, through our operating partnership, as borrower, entered into a credit agreement, or the 2018 Credit Agreement, as amended, with Bank of America, N.A., or Bank of America;

$ 1,121,901,000

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.

All of our mortgage lenders and loan servicers approved such event as of March 31, 2022, except for the servicers of two of our mortgage loans with an aggregate principal balance of $ 14,137,000 , for which approvals were received in April 2022.

Lines of Credit and Term Loans

2018 Credit Facility

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;

KeyBank, National Association, or KeyBank;

Citizens Bank, National Association;

Citizens Bank, National Association, or Citizens Bank;

Merrill Lynch, Pierce, Fenner & Smith Incorporated;

KeyBanc Capital Markets, Inc., or KeyBanc Capital Markets;

and the lenders named therein, to obtain a credit facility with an aggregate maximum principal amount of $ 530,000,000 , or the 2018 Credit Facility.

The 2018 Credit Facility consists of a senior unsecured revolving credit facility in the amount of $ 235,000,000 and senior unsecured term loan facilities in the aggregate amount of $ 295,000,000 .

The maximum principal amount of the 2018 Credit Facility may be increased by up to $ 120,000,000 , for a total principal amount of $ 650,000,000 , subject to certain conditions.

The 2018 Credit Facility matures on November 19, 2021 and we intend to extend the maturity for one 12 -month period pursuant to the terms of the 2018 Credit Agreement, as amended, subject to the satisfaction of certain conditions, including payment of an extension fee.

and the lenders named therein, for a credit facility with an aggregate maximum principal amount of $ 530,000,000 , or the 2018 Credit Facility.

The 2018 Credit Facility, which was further amended on October 1, 2021 to provide for updates regarding the Combined Company subsequent to the Merger, 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 .

At our option, the 2018 Credit Facility bore interest at per annum rates equal to (a)(i) the

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

At our option, the 2018 Credit Facility bears interest at per annum rates equal to (a)(i) the Eurodollar Rate, as defined in the 2018 Credit Agreement, as amended, plus (ii) a margin ranging from 1.70 % to 2.20 % based on our Consolidated Leverage Ratio, as defined in the 2018 Credit Agreement, as amended, or (b)(i) the greater of:

(1) the prime rate publicly announced by Bank of America (2) the Federal Funds Rate, as defined in the 2018 Credit Agreement, as amended, plus 0.50 %, (3) the one-month Eurodollar Rate plus 1.00 %, and (4) 0.00 %, plus (ii) a margin ranging from 0.70 % to 1.20 % based on our Consolidated Leverage Ratio.

As of both September 30, 2021 and December 31, 2020, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .

As of September 30, 2021 and December 31, 2020, borrowings outstanding totaled $ 488,900,000 and $ 476,900,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.05 % and 2.12 %, respectively, per annum.

On October 1, 2021, we entered into a Second Amendment to the 2018 Credit Agreement, or the Amendment.

See Note 20, Subsequent Events — Lines of Credit and Term Loans — Amendment to 2018 Credit Facility, for a further discussion.

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:

(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.

The 2018 Credit Facility was due to mature on November 19, 2021;

however, pursuant to the terms of the 2018 Credit Agreement, at such time we extended the maturity date for an additional 12 months and paid an extension fee of $ 795,000 .

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.

On January 19, 2022, we terminated the 2018 Credit Agreement and entered into the 2022 Credit Agreement, as defined and discussed below under “2022 Credit Facility.”

2019 Credit Facility

On October 1, 2021, upon consummation of the Merger, we, through the surviving partnership, were subject to GAHR III’s credit agreement, as amended, or the 2019 Corporate Credit Agreement, with Bank of America;

Citizens Bank;

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.

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 .

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.

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:

(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.

As of December 31, 2021, borrowings outstanding under the 2019 Credit Facility totaled $ 480,000,000 and the weighted average interest rate on such borrowings outstanding was 2.60 % per annum.

The 2019 Corporate Credit Agreement was due to mature on January 25, 2022.

On January 19, 2022, we, through our operating partnership, entered into an agreement that amended and restated the 2019 Corporate Credit Agreement in its entirety, or the 2022 Credit Agreement.

See below for a further discussion.

2022 Credit Facility

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 amended, restated, superseded and replaced the 2019 Corporate Credit Agreement and the 2018 Credit Agreement for a credit facility with an aggregate maximum principal amount up to $ 1,050,000,000 , or the 2022 Credit Facility.

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 .

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.

We may also obtain up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2022 Credit Facility.

Unless defined herein, all capitalized terms under this “2022 Credit Facility” subsection are defined in the 2022 Credit Agreement.

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.

The term loan matures on January 19, 2027, and may not be extended.

The maximum principal amount of the 2022 Credit Facility may be increased by an aggregate incremental amount of $ 700,000,000 , subject to:

(i) the terms of the 2022 Credit Agreement;

and (ii) at least five business days’ prior written notice to Bank of America.

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.

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

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

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.

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.

As of March 31, 2022, our aggregate borrowing capacity under the 2022 Credit Facility was $ 1,050,000,000 , excluding the $ 25,000,000 in standby letters of credit described above.

As of March 31, 2022, borrowings outstanding under the 2022 Credit Facility totaled $ 934,400,000 ($ 933,413,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility) and the weighted average interest rate on such borrowings outstanding was 2.04 % per annum.

For the three months ended March 31, 2022, in connection with the 2022 Credit Agreement, we incurred an aggregate $ 3,161,000 loss on the extinguishment of a portion of senior unsecured term loans which formed part of the 2018 Credit Facility and the 2019 Credit Facility.

Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and primarily consisted of lender fees we paid to obtain the 2022 Credit Facility.

2019 Trilogy Credit Facility

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;

CIT Bank, N.A.;

Regions Bank;

KeyBanc Capital Markets, Inc.;

Regions Capital Markets;

Bank of America;

The Huntington National Bank;

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:

(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.

The proceeds of the 2019 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes.

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.

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.

At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) the London Inter-bank Offered Rate, or 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:

(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.

As of both March 31, 2022 and December 31, 2021, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $ 360,000,000 .

As of both March 31, 2022 and December 31, 2021, borrowings outstanding under the 2019 Trilogy Credit Facility totaled $ 304,734,000 , and the weighted average interest rate on such borrowings outstanding was 3.20 % and 2.85 % per annum, respectively.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Derivative Financial Instruments

We use derivative financial instruments to manage interest rate risk associated with our variable-rate term loans and we record such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value.

The following table lists the derivative financial instruments held by us as of September 30, 2021 and December 31, 2020, which are included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets:

Instrument Notional Amount Index Interest Rate Maturity Date September 30,

We have used derivative financial instruments to manage interest rate risk associated with variable-rate debt.

We recorded such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value.

We did no t have any derivative financial instruments as of March 31, 2022.

The following table lists the derivative financial instruments held by us as of December 31, 2021, which were included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets:

Instrument Notional Amount Index Interest Rate Maturity Date Fair Value

December 31, 2021

2 unchanged sentences

Swap $ 100,000,000 one month LIBOR 0.20 % 01/25/22 6,000

Swap 36,700,000 one month LIBOR 2.49 % 11/19/21 ( 120,000 ) ( 766,000 )

Swap 15,000,000 one month LIBOR 2.53 % 11/19/21 ( 50,000 ) ( 318,000 )

$ 295,000,000 $ ( 824,000 ) $ ( 5,255,000 )

As of both September 30, 2021 and December 31, 2020, none of our derivative financial instruments were designated as hedges.

For the three months ended September 30, 2021 and 2020, we recorded $ 1,514,000 and $ 1,450,000 , respectively, and for the nine months ended September 30, 2021 and 2020, we recorded $ 4,431,000 and $( 2,302,000 ), respectively, as a decrease (increase) to interest expense in our accompanying condensed consolidated statements of operations related to the change in the fair value of our derivative financial instruments.

As of December 31, 2021, no ne of our derivative financial instruments were designated as hedges.

Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

For the three months ended March 31, 2022 and 2021, we recorded $ 500,000 and $ 1,821,000 , respectively, as a decrease to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss related to the change in the fair value of our derivative financial instruments.

See Note 16, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.

Identified Intangible Liabilities, Net

As of September 30, 2021 and December 31, 2020, identified intangible liabilities, net consisted of below-market leases of $ 1,115,000 and $ 1,295,000 , respectively, net of accumulated amortization of $ 730,000 and $ 608,000 , respectively.

Amortization expense on below-market leases for the three months ended September 30, 2021 and 2020 was $ 59,000 and $ 78,000 , respectively, and for the nine months ended September 30, 2021 and 2020 was $ 181,000 and $ 239,000 , respectively, which was recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The weighted average remaining life of below-market leases was 12.0 years and 11.6 years as of September 30, 2021 and December 31, 2020, respectively.

As of September 30, 2021, estimated amortization expense on below-market leases for the three months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter was as follows:

As of March 31, 2022 and December 31, 2021, identified intangible liabilities, net consisted of below-market leases of $ 12,077,000 and $ 12,715,000 , respectively, net of accumulated amortization of $ 1,335,000 and $ 1,047,000 , respectively.

Amortization expense on below-market leases for the three months ended March 31, 2022 and 2021 was $ 609,000 and $ 47,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

The weighted average remaining life of below-market leases was 9.0 years and 9.1 years as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022, estimated amortization expense on below-market leases for the nine months ending December 31, 2022 and for each of the next four years ending December 31 and thereafter was as follows:

2022 $ 1,239,000

2023 1,596,000

2024 1,475,000

2025 1,347,000

2026 1,198,000

Thereafter 5,222,000

Total $ 1,115,000

Commitments and Contingencies

3 unchanged sentences

While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows.

Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

Further, we are not aware of any material environmental liability or any unasserted claim or

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties.

1 unchanged sentence

Redeemable Noncontrolling Interests

As of both September 30, 2021 and December 31, 2020, our advisor owned all of the 208 limited partnership units outstanding in our operating partnership.

As of both September 30, 2021 and December 31, 2020, we owned greater than a 99.99 % general partnership interest in our operating partnership, and our advisor owned less than a 0.01 % limited partnership interest in our operating partnership.

Our advisor was entitled to special redemption rights of its limited partnership units.

The noncontrolling interest of our advisor in our operating partnership, which 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 condensed consolidated balance sheets as of both September 30, 2021 and December 31, 2020.

In connection with the AHI Acquisition, on October 1, 2021, GAHR III redeemed all 208 limited partnership units in our operating partnership owned by our advisor for approximately $ 2,000 .

In connection with our acquisitions of Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, we own approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian.

In connection with our acquisitions of Catalina West Haven ALF and Catalina Madera ALF, we own approximately 90.0 % of the joint venture with Avalon Health Care, Inc., or Avalon.

As a result of the Merger and the AHI Acquisition, as of March 31, 2022 and December 31, 2021, we, through our direct and indirect subsidiaries, own an approximately 95.0 % and 94.9 % general partnership interest, respectively, in our operating partnership and the remaining approximate 5.0 % and 5.1 % limited partnership interest, respectively, in our operating partnership is owned by the NewCo Sellers.

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 condensed consolidated balance sheets.

As of both March 31, 2022 and December 31, 2021, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0 % ownership interest, owned 95.9 % of the outstanding equity interests of Trilogy.

As of both March 31, 2022 and December 31, 2021, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 4.1 % of the outstanding equity interests of Trilogy.

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 condensed consolidated balance sheets.

As a result of the Merger and through our operating partnership, as of March 31, 2022 and December 31, 2021, we own 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.

Also as a result of the Merger, as of March 31, 2022 and December 31, 2021, we also own 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 condensed consolidated balance sheets.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Both of our joint ventures with an affiliate of Meridian and with Avalon described above were acquired on October 1, 2021, upon consummation of the Merger.

We record the carrying amount of redeemable noncontrolling interests at the greater of:

(i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions;

or (ii) the redemption value.

The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2021 and 2020:

Nine Months Ended September 30,

(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 March 31, 2022 and 2021:

Three Months Ended March 31,

Beginning balance $ 72,725,000 $ 40,340,000

Additions 125,000 1,118,000

Additional redeemable noncontrolling interest 173,000 —

Reclassification from equity 21,000 —

Distributions ( 695,000 ) —

Adjustment to redemption value 2,856,000 526,000

Net loss attributable to redeemable noncontrolling interests ( 310,000 ) ( 332,000 )

Net income (loss) attributable to redeemable noncontrolling interests 187,000 ( 484,000 )

Ending balance $ 75,267,000 $ 40,382,000

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Preferred Stock

As of September 30, 2021, pursuant to our Third Articles of Amendment and Restatement, as supplemented, or our charter, we were authorized to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share.

As of both September 30, 2021 and December 31, 2020, no shares of our preferred stock were issued and outstanding.

As of September 30, 2021, our charter authorized us to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share, whereby 900,000,000 shares were classified as Class T common stock and 100,000,000 shares were classified as Class I common stock.

See Note 20, Subsequent Events — Amendments to Articles of Incorporation, for a discussion of an amendment to our charter filed on October 1, 2021.

Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval;

provided, however, that stockholders of one share class shall have exclusive voting rights on any amendment to our charter that would alter only the contract rights of that share class, and no stockholders of another share class shall be entitled to vote thereon.

As of both September 30, 2021 and December 31, 2020, our advisor owned 20,833 shares of our Class T common stock.

In connection with the AHI Acquisition, on October 1, 2021, GAHR III redeemed all 20,833 shares of our Class T common stock owned by our advisor for approximately $ 192,000 .

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.

On March 18, 2021, our board authorized the suspension of the DRIP effective with distributions declared for the month of April 2021;

however, on October 4, 2021, our board reinstated the DRIP.

See the “Distribution Reinvestment Plan” section below for a further discussion.

Through September 30, 2021, we had issued 75,639,681 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our initial offering and 8,177,085 aggregate shares of our Class T and Class I common stock pursuant to our DRIP Offerings.

We also granted an aggregate of 105,000 shares of our restricted Class T common stock to our independent directors and repurchased 2,211,338 shares of our common stock under our share repurchase plan through September 30, 2021.

As of September 30, 2021 and December 31, 2020, we had 81,731,261 and 81,339,337 aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding.

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, par value $ 0.01 per share.

As of both March 31, 2022 and December 31, 2021, no shares of preferred stock were issued and outstanding.

On March 12, 2015, we terminated the primary portion of our initial public offering.

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 distribution reinvestment plan portion of the GAHR III initial offering and deregistration of the GAHR III initial offering on April 22, 2015.

On March 25, 2015, 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 $ 250,000,000 of additional shares of our common stock pursuant to the Initial DRIP through a subsequent offering, or the 2015 GAHR III DRIP Offering, and we commenced offering shares following the deregistration of the GAHR III initial offering until the termination and deregistration of the 2015 GAHR III DRIP Offering on March 29, 2019.

Effective October 5, 2016, we amended and restated the Initial DRIP, or the GAHR III 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.

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 GAHR III Amended and Restated DRIP, or the 2019 GAHR III DRIP Offering, which we commenced offering on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.

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.

As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering on October 4, 2021.

Further, on October 4, 2021, our board authorized the reinstatement of our distribution reinvestment plan, as amended, or the AHR DRIP.

We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the AHR DRIP under an existing Registration Statement on Form S-3 under the Securities Act filed by GAHR IV, or the AHR DRIP Offering.

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.

See Note 1, Organization and Description of Business — Public Offering and the “Distribution Reinvestment Plan” section below for a further discussion.

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.

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.

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 are classified as Class T common stock and 800,000,000 shares are classified as Class I common stock.

Distribution Reinvestment Plan

We had registered and reserved $ 150,000,000 in shares of our common stock for sale pursuant to the DRIP in our initial offering.

The DRIP allowed stockholders to purchase additional Class T shares and Class I shares of our common stock through the reinvestment of distributions during our initial offering.

Pursuant to the DRIP, distributions with respect to Class T shares were reinvested in Class T shares and distributions with respect to Class I shares were reinvested in Class I shares.

On February 15, 2019, we terminated our initial offering and continued to offer up to $ 100,000,000 in shares of our common stock pursuant to the 2019 DRIP Offering.

In connection with our special committee’s strategic alternative review process and in order to facilitate a strategic transaction, on March 18, 2021, our board authorized the suspension of the DRIP, effective as of April 1, 2021.

As a consequence of the suspension of the DRIP, beginning with the April 2021 distributions, which were paid in May 2021, there were no further issuances of shares pursuant to the DRIP, and stockholders who are participants in the DRIP received or will receive cash distributions instead.

On October 4, 2021, our board authorized the reinstatement of the DRIP.

See Note 20, Subsequent Events — Reinstatement of the DRIP, for a further discussion.

Following the deregistration of the Initial DRIP on April 22, 2015, we continued to offer shares of our common stock pursuant to the 2015 GAHR III DRIP Offering and 2019 GAHR III DRIP Offering which resulted in a total of $ 308,501,000 in distributions being reinvested that resulted in 33,110,893 shares of common stock being issued.

As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering on October 4, 2021.

Further, on October 4, 2021, our board reinstated distributions and authorized the reinstatement of the AHR DRIP Offering.

We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the AHR DRIP under the AHR DRIP Offering.

As a result, beginning with the October 2021 distribution, which was paid in November 2021, stockholders who previously enrolled as participants in the AHR DRIP received or will receive distributions in shares of our common stock pursuant to the terms of the AHR DRIP, instead of cash distributions.

As of March 31, 2022, a total of $ 65,941,000 in distributions were reinvested that resulted in 6,981,086 shares of common stock being issued pursuant to the AHR DRIP Offering.

Since October 5, 2016, our board had approved and established an estimated per share NAV annually.

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.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Since April 6, 2018, our board has approved and established an estimated per share net asset value, or NAV, on at least an annual basis.

Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant the DRIP were or will be issued at the current estimated per share NAV until such time as our board determines an updated estimated per share NAV.

For the three months ended September 30, 2021, there were no distributions reinvested or shares issued due to the suspension of the DRIP.

For the three months ended September 30, 2020, $ 4,247,000 in distributions were reinvested and 445,239 shares of our common stock were issued pursuant to our DRIP Offerings.

For the nine months ended September 30, 2021 and 2020, $ 5,499,000 and $ 15,681,000 , respectively, in distributions were reinvested, and 581,491 and 1,643,731 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.

As of September 30, 2021 and December 31, 2020, a total of $ 77,991,000 and $ 72,492,000 , respectively, in distributions were cumulatively reinvested that resulted in 8,177,085 and 7,595,594 shares of our common stock, respectively, being issued pursuant to our DRIP Offerings.

The following is a summary of the historical estimated per share NAV for GAHR III and the Combined Company, as applicable:

Approval Date by our Board Estimated Per Share NAV

10/03/19 $ 9.40

03/18/21 $ 8.55

03/24/22 $ 9.29

For the three months ended March 31, 2022, and 2021, $ 11,304,000 and $ 0 , respectively, in distributions were reinvested and 1,226,073 and 0 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.

Share Repurchase Plan

Due to the impact the COVID-19 pandemic has had on the United States and globally, and the ongoing uncertainty of the severity and duration of the COVID-19 pandemic and its effects, beginning in March 2020, our board decided to take steps to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects.

As a result, on March 31, 2020, our board suspended our share repurchase plan with respect to all repurchase requests other than repurchases resulting from the death or qualifying disability of stockholders, beginning with share repurchase requests submitted for repurchase during the second quarter of 2020.

Repurchase requests resulting from the death or qualifying disability of stockholders were not suspended, but remained subject to all terms and conditions of our share repurchase plan, including our board’s discretion to determine whether we have sufficient funds available to repurchase any shares.

In connection with our special committee’s strategic alternative review process and in order to facilitate a strategic transaction, on March 18, 2021, our board approved the suspension of our share repurchase plan with respect to all repurchase requests received by us after February 28, 2021, including repurchases resulting from the death or qualifying disability of stockholders.

On October 4, 2021, our board authorized the partial reinstatement of our share repurchase plan.

See Note 20, Subsequent Events — Amendments to and Partial Reinstatement of Share Repurchase Plan, for a further discussion.

Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met.

Share repurchases will be made at the sole discretion of our board.

Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0 % of the weighted average number of shares of our common stock outstanding during the prior calendar year;

provided, however, that shares subject to a repurchase requested upon the death of a stockholder are not subject to this cap.

Funds for the repurchase of shares of our common stock come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to our DRIP Offerings.

During our initial offering and with respect to shares repurchased for the quarter ended March 31, 2019, the repurchase amount for shares repurchased under our share repurchase plan was equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the per share offering price in our initial offering.

Commencing with shares repurchased for the quarter ended June 30, 2019, the repurchase amount for shares repurchased under our share repurchase plan is the lesser of (i) the amount per share the stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of the applicable class of common stock as determined by our board.

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.

On October 4, 2021, we amended and restated our share repurchase plan to change the repurchase price with respect to repurchases resulting from the death or qualifying disability of stockholders.

See Note 20, Subsequent Events — Amendments to and Partial Reinstatement of Share Repurchase Plan, for a further discussion.

For the three months ended September 30, 2021, we did no t repurchase any shares of our common stock due to the suspension of our share repurchase plan.

For the three months ended September 30, 2020, we repurchased 71,551 shares of our common stock for an aggregate of $ 706,000 at an average repurchase price of $ 9.87 per share.

For the nine months ended September 30, 2021 and 2020, we repurchased 189,567 and 578,111 shares of our common stock, respectively, for an aggregate of $ 1,874,000 and $ 5,349,000 , respectively, at an average repurchase price of $ 9.88 and $ 9.25 per share, respectively.

As of September 30, 2021 and December 31, 2020, we cumulatively repurchased 2,211,338 and 2,021,771 shares of our common stock, respectively, for an aggregate of $ 20,744,000 and $ 18,870,000 , respectively, at an average repurchase price of $ 9.38 and $ 9.33 per share, respectively.

Share repurchases are made at the sole discretion of our board.

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;

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.

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.

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 stock, as determined by our board, except that the repurchase price with respect to repurchases resulting from the death or qualifying disability of stockholders is equal to the most recently published estimated per share NAV.

On October 4, 2021, as a result of the Merger, 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.

All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were and shall be rejected.

For the three months ended March 31, 2022, we repurchased 448,375 shares of our common stock, for an aggregate of $ 4,134,000 , at a repurchase price of $ 9.22 per share.

For the three months ended March 31, 2021, we did no t repurchase any shares of common stock.

In April 2022, we repurchased 699,460 shares of our common stock, for an aggregate of $ 6,449,000 , at a 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.

Noncontrolling Interests in Total Equity

As of both March 31, 2022 and December 31, 2021, Trilogy REIT Holdings owned approximately 95.9 % of Trilogy.

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.

We serve as the managing member of Trilogy REIT Holdings.

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 %.

Through September 30, 2021, 30.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests, and since October 1, 2021, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to a noncontrolling interest.

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.

The Profit Interests consisted of time-based or performance-based commitments.

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.

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 condensed consolidated statements of operations and comprehensive loss.

The performance-based Profit Interests were subject to a performance commitment and would have vested upon liquidity events as defined in the Profit Interests agreements.

The performance-based Profit Interests were measured at their fair value on the adoption date of Accounting Standards Update 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , using a modified retrospective approach.

The nonvested awards were presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and were re-classified to

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Noncontrolling Interest

In connection with our acquisition of Louisiana Senior Housing Portfolio on January 3, 2020, as of both September 30, 2021 and December 31, 2020, we owned an approximate 90.0 % interest in our consolidated joint venture that owns such properties.

As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and for the period from January 3, 2020 through September 30, 2020, and the carrying amount of such noncontrolling interest is presented in total equity in our accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020.

redeemable noncontrolling interests upon vesting as they had redemption features outside of our control similar to the common stock units held by Trilogy’s management.

See Note 13, Redeemable Noncontrolling Interests, for a further discussion.

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.

We redeemed such Profit Interests in cash and through the issuance of additional equity interests in Trilogy that are classified as redeemable noncontrolling interests in our consolidated balance sheets.

There were no canceled, expired or exercised Profit Interests during the three months ended March 31, 2022 and 2021.

For the three months ended March 31, 2022 and 2021, we recognized stock compensation expense related to the Profit Interests of $ 21,000 and $( 14,000 ), respectively.

One of our consolidated subsidiaries issued non-voting preferred shares of beneficial interests to qualified investors for total proceeds of $ 125,000 .

These preferred shares of beneficial interests are entitled to receive cumulative preferential cash dividends at the rate of 12.5 % per annum.

We classify the value of the subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying condensed 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 condensed consolidated statements of operations and comprehensive loss.

As of both March 31, 2022 and December 31, 2021, 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.

As such, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests for the three months ended March 31, 2022 and 2021.

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 March 31, 2022 and December 31, 2021, we owned a 90.6 % membership interest in such consolidated limited liability company.

For the three months ended March 31, 2022 and 2021, 9.4 % of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss.

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.

As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss during the three months ended March 31, 2022.

As discussed in Note 1, Organization and Description of Business, as a result of the Merger and the AHI Acquisition, as of March 31, 2022 and December 31, 2021, we, through our direct and indirect subsidiaries, own an approximately 95.0 % and 94.9 % general partnership interest, respectively, in our operating partnership and the remaining approximately 5.0 % and 5.1 % limited partnership interest, respectively, in our operating partnership is owned by the NewCo Sellers.

As of March 31, 2022 and December 31, 2021, approximately 4.0 % and 4.1 % of our total operating partnership units outstanding, respectively, is presented in total equity in our accompanying condensed consolidated balance sheet.

See Note 13, Redeemable Noncontrolling Interests, for a further discussion.

2015 Incentive Plan

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.

Through March 31, 2022, we granted an aggregate of 1,082,455 shares of our restricted common stock under our incentive plan.

Such amount includes:

(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;

(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;

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.

Also, through March 31, 2022, we granted 159,301 performance-based restricted units under our incentive plan to certain executive officers representing the right to receive shares of our Class T common stock upon vesting.

Prior to the Merger, GAHR III granted an aggregate of 135,000 shares of its restricted common stock, which is equal to 125,091 shares of our 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.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

On April 1, 2022, we granted 76,800 time-based restricted units under our incentive plan to certain employees representing the right to receive shares of our Class T common stock upon vesting.

Such time-based restricted units vest in three equal annual installments on April 1, 2023, April 1, 2024 and April 1, 2025.

For the three months ended March 31, 2022 and 2021, we recognized stock compensation expense related to the restricted stock grants to our independent directors, executive officers and key employees of $ 811,000 and $ 27,000 , respectively.

Such stock compensation expense is included in general and administrative in our accompanying consolidated statements of operations and comprehensive loss.

Related Party Transactions

Fees and Expenses Paid to Affiliates

As of September 30, 2021, all of our executive officers and one of our non-independent directors were also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities.

We were affiliated with our advisor, American Healthcare Investors and AHI Group Holdings;

however, we were not affiliated with Griffin Capital, our dealer manager, Digital Bridge or Mr.

We entered into the Advisory Agreement, as amended, which entitled our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses.

Our board, including a majority of our independent directors, reviewed the material transactions between our affiliates and us during the nine months ended September 30, 2021.

We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties.

Fees and expenses to our affiliates incurred for the three and nine months ended September 30, 2021 and 2020 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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.

Our former advisor performed its duties and responsibilities under the Advisory Agreement as our fiduciary.

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.

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.

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.

Fees and expenses incurred to our former advisor or its affiliates for the three months ended March 31, 2021 were as follows:

Three Months Ended

March 31, 2021

Asset management fees(1) $ 5,362,000

Acquisition fees(2) 1,334,000

Property management fees(3) 654,000

Development fees(4) 283,000

Lease fees(5) 265,000

Construction management fees(4) 36,000 12,000 98,000 76,000

Operating expenses(6) 63,000

Development fees(6) 19,000 22,000 74,000 24,000

Base acquisition fees and reimbursement of acquisition expenses(7) 2,000 35,000 184,000 1,476,000

$ 3,129,000 $ 3,045,000 $ 9,574,000 $ 10,344,000

(1) Asset management fees were included in general and administrative in our accompanying condensed consolidated statements of operations.

(2) Property management fees were included in rental expenses or general and administrative expenses in our accompanying condensed consolidated statements of operations, depending on the property type from which the fee was incurred.

(3) Lease fees were capitalized as costs of entering into new leases and included in other assets, net in our accompanying condensed consolidated balance sheets, and amortized over the term of the lease.

(4) Construction management fees were capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets.

(5) We reimbursed our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations.

For the 12 months ended September 30, 2021 and 2020, our operating expenses did not exceed such

Construction management fees(7) 12,000

(1) Asset management fees were included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss.

(2) 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 condensed consolidated balance sheets.

(3) Property management fees were included in rental expenses or general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss, depending on the property type from which the fee was incurred.

(4) Development fees were capitalized as part of the associated investments in our accompanying condensed consolidated balance sheets.

(5) Lease fees were capitalized as costs of entering into new leases and included in other assets, net in our accompanying condensed consolidated balance sheets.

(6) We reimbursed our former advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations.

For the 12 months ended March 31, 2021, our operating expenses did not exceed such limitations.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Operating expenses were generally included in general and administrative in our accompanying condensed consolidated statements of operations.

(6) Development fees were expensed as incurred and included in business acquisition expenses in our accompanying condensed consolidated statements of operations.

(7) Such amounts were capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or were expensed as incurred and included in business acquisition expenses in our accompanying condensed consolidated statements of operations, as applicable.

Operating expenses were generally included in general and administrative in our accompanying condensed consolidated statements of operations and comprehensive loss.

(7) Construction management fees were capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets.

Accounts Payable Due to Affiliates

The following amounts were outstanding to our affiliates as of September 30, 2021 and December 31, 2020:

Fee September 30,

2021 December 31,

We did no t have any amounts outstanding to our affiliates as of March 31, 2022 .

The following amounts were outstanding to our affiliates as of December 31, 2021:

Fee December 31, 2021

Lease commissions $ 245,000

Operating expenses 34,000 10,000

Property management fees 32,000 117,000

Construction management fees 31,000 33,000

Development fees 229,000

Asset management fees 1,000 814,000

Total $ 324,000 $ 1,046,000

Construction management fees 152,000

Operating expenses 100,000

Asset and property management fees 83,000

Acquisition fees 57,000

Fair Value Measurements

Assets and Liabilities Reported at Fair Value

The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall:

The table below presents our assets and liabilities measured at fair value on a recurring basis as of March 31, 2022, aggregated by the level in the fair value hierarchy within which those measurements fall:

Quoted Prices in

6 unchanged sentences

(Level 3) Total

Derivative financial instruments $ — $ 824,000 $ — $ 824,000

Warrants $ — $ — $ 733,000 $ 733,000

Total liabilities at fair value $ — $ — $ 733,000 $ 733,000

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall.

8 unchanged sentences

Derivative financial instruments $ — $ 500,000 $ — $ 500,000

There were no transfers into or out of fair value measurement levels during the nine months ended September 30, 2021 and 2020.

We use interest rate swaps to manage interest rate risk associated with variable-rate debt.

The valuation of these instruments is determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, as well as option volatility.

The fair values of interest rate swaps are determined by netting the discounted future fixed cash payments and the discounted expected variable

— — 786,000 786,000

Total liabilities at fair value

$ — $ 500,000 $ 786,000 $ 1,286,000

There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2022 and 2021.

As of March 31, 2022 and December 31, 2021, we have recorded $ 733,000 and $ 786,000 , 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 condensed consolidated balance sheets.

Once exercised, these warrants have redemption features similar to the common units held by members of Trilogy’s management.

See Note 13, Redeemable

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

cash receipts.

The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.

We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we have determined that the majority of the inputs used to value our derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty.

However, as of September 30, 2021, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Noncontrolling Interests, for a further discussion.

As of March 31, 2022 and December 31, 2021, the carrying value is a reasonable estimate of fair value.

Derivative Financial Instruments

We used interest rate swaps and interest rate caps to manage interest rate risk associated with variable-rate debt.

The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, as well as option volatility.

The fair values of interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts.

The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves.

We incorporated credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty.

However, as of December 31, 2021, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

As of March 31, 2022, we did not have any derivative financial instruments.

Financial Instruments Disclosed at Fair Value

Our accompanying condensed consolidated balance sheets include the following financial instruments:

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 the 2018 Credit Facility.

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 values for these financial instruments based upon the short period of time between origination of the instruments and their expected realization.

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.

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 their expected realization.

The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable.

These financial assets and liabilities are measured at fair value on a recurring basis based on quoted prices in active markets for identical assets and liabilities, and therefore are classified as Level 1 in the fair value hierarchy.

The fair values of our mortgage loans payable and the 2018 Credit Facility are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities.

We have determined that our mortgage loans payable and the 2018 Credit Facility are classified in Level 2 within the fair value hierarchy as reliance is placed on inputs other than quoted prices that are observable, such as interest rates and yield curves.

The carrying amounts and estimated fair values of such financial instruments as of September 30, 2021 and December 31, 2020 were as follows:

September 30, 2021 December 31, 2020

The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy.

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.

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.

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 March 31, 2022 and December 31, 2021 were as follows:

Amount(1) Fair

1 unchanged sentence

Amount(1) Fair

Financial Assets:

Debt security investment $ 80,239,000 $ 93,859,000 $ 79,315,000 $ 93,920,000

Financial Liabilities:

Mortgage loans payable $ 1,103,006,000 $ 1,039,112,000 $ 1,095,594,000 $ 1,075,729,000

Line of credit and term loans $ 488,587,000 $ 488,995,000 $ 475,176,000 $ 477,651,000

(1) Carrying amount is net of any discount/premium and deferred financing costs.

Lines of credit and term loans $ 1,232,017,000 $ 1,243,616,000 $ 1,222,853,000 $ 1,226,636,000

(1) Carrying amount is net of any discount/premium and unamortized costs.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

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.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The components of income tax benefit or expense for the three and nine months ended September 30, 2021 and 2020 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Federal deferred $ ( 914,000 ) $ ( 863,000 ) $ ( 2,717,000 ) $ ( 2,134,000 )

State deferred ( 232,000 ) ( 327,000 ) ( 791,000 ) ( 721,000 )

Federal current — ( 37,000 ) — —

State current — ( 2,000 ) — —

Valuation allowance 1,146,000 1,190,000 3,508,000 2,855,000

Total income tax benefit $ — $ ( 39,000 ) $ — $ —

Current Income Tax

Federal and state income taxes are generally a function of the level of income recognized by our TRS.

Foreign income taxes are generally a function of our income on our real estate located in the United Kingdom, or UK, and Isle of Man.

Deferred Taxes

Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating losses that may be realized in future periods depending on sufficient taxable income.

Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating loss that may be realized in future periods depending on sufficient taxable income.

We recognize the financial statement effects of an uncertain tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities.

If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority.

As of both September 30, 2021 and December 31, 2020, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

As of both March 31, 2022 and December 31, 2021, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable.

As of both September 30, 2021 and December 31, 2020, our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income.

As of March 31, 2022 and December 31, 2021, our valuation allowance fully reserves 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.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We have operating leases with tenants that expire at various dates through 2050.

For the three months ended September 30, 2021 and 2020, we recognized $ 22,120,000 and $ 21,519,000 of real estate revenue, respectively, related to operating lease payments, of which $ 5,013,000 and $ 4,592,000 , respectively, was for variable lease payments.

For the nine months ended September 30, 2021 and 2020, we recognized $ 66,054,000 and $ 64,824,000 of real estate revenue, respectively, related to operating lease payments, of which $ 14,817,000 and $ 13,861,000 , respectively, was for variable lease payments.

As of September 30, 2021, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter for the properties that we wholly own:

For the three months ended March 31, 2022 and 2021, we recognized $ 50,731,000 and $ 28,667,000 , respectively, of revenues related to operating lease payments, of which $ 10,413,000 and $ 4,350,000 , respectively, was for variable lease payments.

As of March 31, 2022, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the nine months ending December 31, 2022 and for each of the next four years ending December 31 and thereafter for properties that we wholly own:

2022 $ 111,923,000

5 unchanged sentences

Total $ 1,228,625,000

We have ground lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options.

These leases expire at various dates through 2107, excluding extension options.

Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index, and may include other variable lease costs (i.e., common area maintenance, property taxes and insurance).

We lease certain land, buildings, furniture, fixtures, campus equipment, office equipment and automobiles.

We have lease agreements with lease and non-lease components, which are generally accounted for separately.

Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2107, excluding extension options.

The exercise of lease renewal options is at our sole discretion.

Certain leases also include options to purchase the

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

leased property.

As of March 31, 2022, we had future lease payments of $ 27,229,000 for an operating lease that had not yet commenced.

Such operating lease will commence in fiscal year 2022 with a lease term of 15 years.

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.

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.

For the three months ended September 30, 2021 and 2020, operating lease costs were $ 226,000 and $ 206,000 , respectively, and for the nine months ended September 30, 2021 and 2020, operating lease costs were $ 644,000 and $ 643,000 , respectively, which are included in rental expenses in our accompanying condensed consolidated statements of operations.

Such costs also include variable lease costs, which are immaterial.

Additional information related to our operating leases for the periods presented below was as follows:

September 30,

2021 December 31,

The components of lease costs were as follows:

Three Months Ended March 31,

Lease Cost Classification 2022 2021

Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 6,356,000 $ 6,337,000

Finance lease cost

Amortization of leased assets

Depreciation and amortization 312,000 412,000

Interest on lease liabilities Interest expense 74,000 118,000

Sublease income Resident fees and services revenue or other income ( 147,000 ) —

Total lease cost $ 6,595,000 $ 6,867,000

(1) Includes short-term leases and variable lease costs, which are immaterial.

Additional information related to our leases for the periods presented below was as follows:

Lease Term and Discount Rate March 31,

Weighted average remaining lease term (in years)

Operating leases

Finance leases

Weighted average discount rate

Operating leases

5.53 % 5.52 %

Finance leases

7.57 % 7.68 %

Three Months Ended March 31,

Supplemental Disclosure of Cash Flows Information 2022 2021

Operating cash outflows related to finance leases $ 74,000 $ 118,000

Financing cash outflows related to finance leases $ 13,000 $ 60,000

Leased assets obtained in exchange for finance lease liabilities $ 56,000 $ 138,000

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of September 30, 2021, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2021 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet:

Operating Leases

As of March 31, 2022, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2022 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet:

2022 $ 14,522,000

2023 19,275,000

2024 18,245,000

2025 17,190,000

2026 16,851,000

Thereafter 163,815,000

2 unchanged sentences

Present value of operating lease liabilities $ 142,615,000

Finance Leases

As of March 31, 2022, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the nine months ending December 31, 2022 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities:

2022 $ 51,000

Total undiscounted finance lease payments 218,000

interest 27,000

Present value of finance lease liabilities $ 191,000

Segment Reporting

As of September 30, 2021, we evaluated our business and made resource allocations based on four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.

As of March 31, 2022, we evaluated our business and made resource allocations based on six reportable business segments:

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).

Our senior housing and skilled nursing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.

Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure.

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.

Our skilled nursing and senior housing 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.

In addition, our senior housing segment includes our debt security investment.

Our SHOP include senior housing facilities that are owned and operated utilizing a RIDEA structure.

Our hospital investments are similarly structured to our skilled nursing and senior housing facilities.

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.

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, business acquisition expenses, interest expense, gain or loss on disposition of real estate investments, income or loss from unconsolidated entity, other income and income tax expense for each segment.

We believe that segment NOI serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis.

Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance.

Non-segment assets primarily consist of corporate assets including our joint venture investment in an unconsolidated entity, cash and cash equivalents, other receivables and other assets not attributable to individual properties.

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 of real estate investments, impairment of real estate investments, income or loss from unconsolidated entities, foreign currency

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Summary information for the reportable segments during the three and nine months ended September 30, 2021 and 2020 was as follows:

Buildings Senior

RIDEA Skilled

Facilities Senior

Housing Three Months

September 30, 2021

Real estate revenue $ 16,921,000 $ — $ 2,996,000 $ 2,203,000 $ 22,120,000

Resident fees and services — 15,090,000 — — 15,090,000

Total revenues 16,921,000 15,090,000 2,996,000 2,203,000 37,210,000

Rental expenses 6,072,000 — 145,000 172,000 6,389,000

Property operating expenses — 14,540,000 — — 14,540,000

Segment net operating income $ 10,849,000 $ 550,000 $ 2,851,000 $ 2,031,000 $ 16,281,000

General and administrative $ 4,304,000

Business acquisition expenses 3,800,000

Depreciation and amortization 10,746,000

Other income (expense):

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 4,961,000 )

Gain in fair value of derivative financial instruments 1,514,000

Gain on disposition of real estate investments 15,000

Income from unconsolidated entity 70,000

Other income 33,000

Total net other expense ( 3,329,000 )

Net loss $ ( 5,898,000 )

gain or loss, other income and income tax benefit or expense for each segment.

Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance.

Non-segment assets primarily consist of corporate assets including cash and cash equivalents, other receivables, deferred financing costs and other assets not attributable to individual properties.

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.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Summary information for the reportable segments during the three months ended March 31, 2022 and 2021 was as follows:

Senior Health

Campuses SHOP Medical

Buildings Senior

RIDEA Skilled

Facilities Senior

Housing Three Months

September 30, 2020

Housing Skilled

Facilities Hospitals Three Months

March 31, 2022

Revenues and grant income:

Real estate revenue $ 16,338,000 $ — $ 2,979,000 $ 2,202,000 $ 21,519,000

Resident fees and services $ 281,012,000 $ 37,962,000 $ — $ — $ — $ — $ 318,974,000

Real estate revenue — — 37,837,000 5,298,000 6,393,000 2,415,000 51,943,000

Grant income 5,096,000 118,000 — — — — 5,214,000

Total revenues and grant income 286,108,000 38,080,000 37,837,000 5,298,000 6,393,000 2,415,000 376,131,000

Rental expenses 5,607,000 — 125,000 173,000 5,905,000

Property operating expenses 253,150,000 34,010,000 — — — — 287,160,000

Segment net operating income $ 10,731,000 $ 2,415,000 $ 2,854,000 $ 2,029,000 $ 18,029,000

General and administrative $ 3,672,000

Business acquisition expenses 57,000

Depreciation and amortization 12,669,000

Other income (expense):

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 4,839,000 )

Gain in fair value of derivative financial instruments 1,450,000

Impairment of real estate investments ( 3,064,000 )

Loss from unconsolidated entity ( 377,000 )

Other income 8,000

Total net other expense ( 6,822,000 )

Loss before income taxes ( 5,191,000 )

Income tax benefit 39,000

Net loss $ ( 5,152,000 )

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Buildings Senior

RIDEA Skilled

Facilities Senior

Housing Nine Months

September 30, 2021

Real estate revenue $ 50,478,000 $ — $ 8,987,000 $ 6,589,000 $ 66,054,000

Resident fees and services — 46,179,000 — — 46,179,000

Total revenues 50,478,000 46,179,000 8,987,000 6,589,000 112,233,000

Rental expenses — — 14,313,000 179,000 686,000 109,000 15,287,000

Property operating expenses — 44,179,000 — — 44,179,000

Segment net operating income $ 32,958,000 $ 4,070,000 $ 23,524,000 $ 5,119,000 $ 5,707,000 $ 2,306,000 $ 73,684,000

4 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 14,556,000 )

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 23,325,000 )

Gain in fair value of derivative financial instruments 500,000

Loss on disposition of real estate investments ( 184,000 )

Loss from unconsolidated entity ( 1,027,000 )

Gain on dispositions of real estate investments 756,000

Income from unconsolidated entities 1,386,000

Foreign currency loss ( 1,387,000 )

Other income 1,260,000

Total net other expense ( 20,810,000 )

Loss before income taxes ( 729,000 )

Income tax expense ( 168,000 )

Net loss $ ( 897,000 )

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Senior Health

Campuses SHOP Medical

Buildings Senior

RIDEA Skilled

Facilities Senior

Housing Nine Months

September 30, 2020

Housing Skilled

Facilities Hospitals Three Months

March 31, 2021

Revenues and grant income:

Real estate revenue $ 49,184,000 $ — $ 8,984,000 $ 6,656,000 $ 64,824,000

Resident fees and services

$ 233,226,000 $ 19,800,000 $ — $ — $ — $ — $ 253,026,000

Real estate revenue

— — 20,023,000 3,570,000 3,667,000 2,763,000 30,023,000

Grant income 8,229,000 — — — — — 8,229,000

Total revenues and grant income 241,455,000 19,800,000 20,023,000 3,570,000 3,667,000 2,763,000 291,278,000

Rental expenses 16,616,000 — 459,000 648,000 17,723,000

Property operating expenses

228,639,000 16,503,000 — — — — 245,142,000

Rental expenses

— — 7,537,000 15,000 369,000 134,000 8,055,000

Segment net operating income

$ 12,816,000 $ 3,297,000 $ 12,486,000 $ 3,555,000 $ 3,298,000 $ 2,629,000 $ 38,081,000

General and administrative

3 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium)

( 15,123,000 )

Loss in fair value of derivative financial instruments

( 2,302,000 )

Impairment of real estate investments ( 3,064,000 )

Income from unconsolidated entity

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishment) ( 20,365,000 )

Gain in fair value of derivative financial instruments 1,821,000

Loss on disposition of real estate investment ( 335,000 )

Loss from unconsolidated entities ( 1,771,000 )

Foreign currency gain 415,000

Other income 272,000

Total net other expense ( 19,963,000 )

Loss before income taxes ( 16,110,000 )

Income tax expense ( 163,000 )

Net loss $ ( 16,273,000 )

Assets by reportable segment as of September 30, 2021 and December 31, 2020 were as follows:

September 30,

2021 December 31,

Total assets by reportable segment as of March 31, 2022 and December 31, 2021 were as follows:

Integrated senior health campuses $ 1,898,886,000 $ 1,896,608,000

Medical office buildings 1,396,556,000 1,412,247,000

Senior housing — RIDEA 227,978,000 238,910,000

Skilled nursing facilities 115,565,000 119,247,000

SHOP 621,835,000 625,164,000

Senior housing 253,850,000 255,555,000

Skilled nursing facilities 251,058,000 252,869,000

Hospitals 108,602,000 109,834,000

Other 25,398,000 28,062,000

$ 1,063,896,000 $ 1,092,773,000

Total assets $ 4,556,185,000 $ 4,580,339,000

In connection with the AHI Acquisition, we recorded goodwill of $ 134,589,000 , which was allocated across our reporting segments.

As discussed in Note 4, Business Combination, in connection with the acquisition of Springhurst, we recorded goodwill of $ 1,827,000 , which was allocated to our integrated senior health campuses segment.

As of March 31, 2022, goodwill of $ 47,812,000 , $ 8,640,000 , $ 4,389,000 , $ 23,277,000 , $ 5,924,000 and $ 121,684,000 was allocated to our medical office buildings, skilled nursing facilities, hospitals, SHOP, senior housing facilities and integrated senior health campuses,

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

respectively.

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.

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man.

Revenues and grant income and assets are attributed to the country in which the property is physically located.

The following is a summary of geographic information for our operations for the periods presented:

Three Months Ended March 31,

Revenues and grant income:

United States $ 374,879,000 $ 289,986,000

International 1,252,000 1,292,000

$ 376,131,000 $ 291,278,000

The following is a summary of real estate investments, net by geographic regions as of March 31, 2022 and December 31, 2021:

Real estate investments, net:

United States $ 3,428,705,000 $ 3,466,019,000

International 46,930,000 48,667,000

$ 3,475,635,000 $ 3,514,686,000

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, restricted cash and accounts and other receivables.

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.

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.

We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC.

As of September 30, 2021 and December 31, 2020, we had cash and cash equivalents in excess of FDIC insured limits.

As of March 31, 2022 and December 31, 2021, we had cash and cash equivalents in excess of FDIC insured limits.

We believe this risk is not significant.

Concentration of credit risk with respect to accounts receivable from tenants is limited.

In general, we perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

Based on leases in effect as of September 30, 2021, two states in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI.

Our properties located in Missouri and Michigan accounted for approximately 12.4 % and 10.6 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.

Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Based on leases in effect as of September 30, 2021, our four reportable business segments, medical office buildings, skilled nursing facilities, senior housing and senior housing — RIDEA, accounted for 68.9 %, 14.9 %, 10.7 % and 5.5 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.

As of September 30, 2021, we had one tenant that accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI, as follows:

Tenant Annualized

NOI(1) Percentage of

Base Rent/NOI Real Estate Investment Reportable

(Sq Ft) Lease Expiration

RC Tier Properties, LLC $ 7,937,000 11.3 % Missouri SNF Portfolio Skilled Nursing 385,000 09/30/33

(1) Amount is based on contractual base rent from leases in effect as of September 30, 2021 for our non–RIDEA properties and annualized NOI for our senior housing — RIDEA facilities.

The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.

We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

Based on leases in effect as of March 31, 2022, 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.

Properties located in Indiana accounted for 31.4 % of our total property portfolio’s annualized base rent or annualized NOI.

Accordingly, there is a geographic concentration of risk subject to fluctuations in such state’s economy.

Based on leases in effect as of March 31, 2022, our six reportable business segments, medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals accounted for 39.3 %, 39.1 %, 8.4 %, 5.7 %, 4.3 % and 3.2 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.

As of March 31, 2022, 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 March 31, 2022.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Per Share Data

Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period.

Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 3,000 and $ 4,000 , respectively, for the three months ended September 30, 2021 and 2020 and $ 12,000 and $ 15,000 , respectively, for the nine months ended September 30, 2021 and 2020.

Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $ 1,490,000 and $ 0 , respectively, for the three months ended March 31, 2022 and 2021.

Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any.

Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock.

As of September 30, 2021 and 2020, there were 27,000 and 45,000 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.

As of both September 30, 2021 and 2020, there were 208 redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Subsequent Events

Merger with Griffin-American Healthcare REIT III, Inc.

and AHI Acquisition

As discussed in Note 1, Organization and Description of Business, on October 1, 2021, we completed the REIT Merger pursuant to the Merger Agreement with GAHR III.

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 our Class I common stock, $ 0.01 par value per share.

Further, at the effective time of the Partnership Merger, (i) each unit of limited partnership interest in the surviving 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 our 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.

Also on October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger and pursuant to the Contribution Agreement, American Healthcare Investors contributed substantially all of its business and operations to the surviving partnership, including its interest in GAHR III Advisor and our advisor, and Griffin Capital contributed its current ownership interest in GAHR III Advisor and our advisor to the surviving partnership.

In exchange for these contributions, the surviving partnership issued limited partnership units, or Surviving Partnership OP Units.

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.

The Combined Company following the Merger has become self-managed and was named “American Healthcare REIT, Inc.”

In addition to the Closing Date Consideration, we may in the future pay cash “earnout” consideration to American Healthcare Investors 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 currently under consideration by American Healthcare Investors, or the Earnout Consideration.

The Earnout Consideration is uncapped in amount and, if ever payable by us to American Healthcare Investors, 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).

American Healthcare Investors’ 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 its principals throughout the vesting period.

Amendments to Articles of Incorporation

On October 1, 2021, we filed the Fourth Articles of Amendment and Restatement to our charter, or the Charter Amendment, with the State Department of Assessments and Taxation of Maryland, and the Charter Amendment became effective upon filing.

The changes to the Charter Amendment include, among other things, the following:

(i) the removal of certain limitations relating to (a) suitability of stockholders and (b) collection of an internalization fee;

(ii) the removal or revision of certain limitations required by the North American Securities Administrators Association and making other conforming and ministerial changes;

(iii) revisions in order to bring our charter more in line with those of publicly-listed companies;

and (iv) the change in common stock we are authorized to issue from 900,000,000 shares classified as Class T common stock and 100,000,000 shares classified as Class I common stock to 200,000,000 shares classified as Class T common stock and 800,000,000 shares classified as Class I common stock.

Second Amended and Restated Agreement of Limited Partnership

On October 1, 2021, in connection with the Partnership Merger, merger sub entered into the Second Amended and Restated Agreement of Limited Partnership of American Healthcare REIT, Inc., which amends and supersedes the Amended and Restated Agreement of Limited Partnership of the surviving partnership, or the Operating Partnership Agreement.

The Operating Partnership Agreement reflects, among other things, the following:

(i) the change of the surviving partnership’s name to “American Healthcare REIT Holdings, LP,” (ii) the change of the general partner of the surviving partnership to merger sub, (iii) the conversion of units of partnership interest in the surviving partnership outstanding as of immediately prior to the effective time of the Partnership Merger into “Partnership Class I Units” pursuant to the Partnership Merger, (iv) the conversion of units of partnership interest in our operating partnership outstanding as of immediately prior to the effective time of the Partnership Merger into units of limited partnership interest of the surviving partnership of like class, and (v) to make other updates to reflect the effects of the mergers consummated pursuant to the Merger Agreement.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Lines of Credit and Term Loans

Amendment to 2018 Credit Facility

On October 1, 2021, we entered into the Amendment, which provide for, among other things, the following:

(i) revisions to financial covenant calculations to exclude the assets, liabilities and operating performance of Trilogy or any subsidiary thereof;

(ii) our operating partnership to pledge the equity interests in each direct and indirect subsidiary that owns an unencumbered asset;

(iii) updates regarding restrictions and limitations on certain investments during the remainder of the term of the 2018 Credit Facility;

and (iv) updates to the certain financial covenants to reflect the Combined Company subsequent to the Merger.

Assumption of Obligations Under GAHR III 2019 Corporate Line of Credit

On October 1, 2021, upon consummation of the Merger, we assumed GAHR III’s obligations, through the surviving partnership, under the credit agreement, as amended, or the 2019 Corporate Credit Agreement, with Bank of America, KeyBank, Citizens Bank, and a syndicate of other banks, as lenders, with respect to a credit facility with a maximum principal amount of $ 480,000,000 , or the 2019 Corporate Line of Credit.

The 2019 Corporate Line of Credit consists of a senior unsecured term loan facility in an amount of $ 480,000,000 .

The maximum principal amount of term loans under the 2019 Corporate Line of Credit may be increased by up to $ 370,000,000 , for a total principal amount of $ 850,000,000 , subject to certain conditions.

The 2019 Corporate Line of Credit matures on January 25, 2022 and may be extended for one 12 -month period during the term of the 2019 Corporate Credit Agreement, subject to satisfaction of certain conditions, including payment of an extension fee.

Upon consummation of the Merger, a previously available $ 150,000,000 senior unsecured revolving credit facility was cancelled, and a ratable amendment to certain financial covenants to account for the Combined Company was made.

At our option, the 2019 Corporate Line of Credit bears 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 the Consolidated Leverage Ratio, as defined in the 2019 Corporate Credit Agreement, or (b) (i) the greater of:

Accrued interest on the 2019 Corporate Line of Credit is payable monthly.

The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

Assumption of GAHR III Obligations Under 2019 Trilogy Credit Facility

On October 1, 2021, upon consummation of the Merger, we assumed GAHR III’s obligations under the amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, with KeyBank;

CIT Bank, N.A.;

Regions Bank;

KeyBanc Capital Markets;

Regions Capital Markets;

Bank of America;

The Huntington National Bank;

and a syndicate of other banks, as lenders named therein, regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $ 360,000,000 , consisting of:

We may obtain up to $ 35,000,000 in the form of swing line loans and up to $ 15,000,000 in the form of standby letters of credit under the 2019 Trilogy Credit Facility.

The proceeds of the 2019 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes.

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.

At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) the London Inter-Bank Offer Rate, or 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:

Accrued interest on the 2019 Trilogy Credit Facility is payable monthly.

The 2019 Trilogy Credit Facility may be repaid in whole or in part without prepayment fees or penalty, subject to certain conditions.

We are required to pay fees on the unused portion of the lenders’ commitments under the 2019 Trilogy Credit Facility, with respect to any day during a calendar quarter, at a per annum rate equal to (a) 0.15 % if the sum of the Aggregate Real Estate Revolving Credit Obligations, as defined in the 2019 Trilogy Credit Agreement, outstanding on such day is greater than 50.00% of the commitments or 0.20 % if the sum of the Aggregate Real Estate Revolving Credit Obligations on such day is less than or equal to 50.00% of the commitments, and (b) 0.15 % if the sum of the Aggregate A/R Revolving Credit Obligations, as defined in the 2019 Trilogy Credit Agreement, outstanding on such day is greater than 50.00% of the commitments or 0.20 % if the sum of the Aggregate A/R Revolving Credit Obligations on such day is less than or equal to 50.00% of the commitments, which fees shall be measured and payable on a quarterly basis.

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Reinstatement of the DRIP

On October 4, 2021, our board reinstated the DRIP and as a result, beginning with the October 2021 distribution, which was paid in November 2021, stockholders who previously enrolled as participants in the DRIP (including former GAHR III stockholders who participated in the GAHR III distribution reinvestment plan) received or will receive distributions in shares of our common stock pursuant to the terms of the DRIP, instead of cash distributions.

Amendments to and Partial Reinstatement of Share Repurchase Plan

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 NAV per share.

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, which will be paid on or about January 1, 2022.

All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders, shall be rejected.

Distributions Declared

Our board authorized a daily distribution to our Class T and Class I stockholders of record as of the close of business on October 27, 2021.

This distribution for the month of October 2021 was equal to $ 0.033333333 per share of our common stock, which is equal to an annualized distribution rate of $ 0.40 per share.

The distribution was paid in cash or shares of our common stock pursuant to the DRIP.

The distribution was paid in November 2021, only from legally available funds.

Director Appointments and Resignation

On October 1, 2021, immediately following the effective time of the REIT Merger, our board was increased from five members to nine members.

Our board appointed Harold H.

Grayson Sanders and Gerald W.

Robinson to our board as independent directors.

Greene, Sanders and Robinson were independent directors on GAHR III’s board of directors immediately prior to the effective time of the REIT Merger.

Our board also appointed Mr.

Prosky and Mr.

Streiff as directors.

On October 1, 2021, Richard S.

Welch resigned from our board and no longer serves as our director.

Greene, Sanders and Robinson satisfy the independent director standards applicable to us and, as independent directors, are entitled to receive the same compensation and reimbursement of expenses that we pay to each of our independent directors;

Prosky and Streiff also serve as our executive officers and therefore will not receive compensation for services rendered as directors.

We also issued 5,000 shares of restricted Class T common stock to each of Messrs.

Greene, Sanders and Robinson in connection with their appointment to our board.

Officer Transitions and Appointments

Effective October 1, 2021, Jeffrey T.

Hanson was appointed as our Executive Chairman of the Board of Directors and thereby no longer serves as our Chief Executive Officer.

In addition, effective October 1, 2021, Danny Prosky was appointed Chief Executive Officer and thereby no longer serves as our Chief Operating Officer but continues in the role of President, and Mathieu B.

Streiff was appointed as our Chief Operating Officer and thereby no longer serves as our Executive Vice President, General Counsel.

Also effective October 1, 2021, Gabriel M.

Willhite was appointed as our Executive Vice President, General Counsel, filling the vacancy created by Mr.

Streiff’s resignation from such position.

Employment Agreements

On October 1, 2021, immediately prior to the closing of the AHI Acquisition, GAHR III (through a wholly owned subsidiary) entered into offer letters with each of Mr.

Streiff and Brian S.

Peay, GAHR III’s chief financial officer, relating to their employment with GAHR III following the closing of the AHI Acquisition and relating to their employment with us following the consummation of the REIT Merger.

Upon the closing of the REIT Merger, we indirectly assumed (by virtue of the REIT Merger and our acquisition of GAHR III’s wholly owned subsidiary that is party to the offer letters) GAHR III’s obligations under these offer letters.

Issuance of Restricted Stock Awards to Key Executives and Employees

As a result of the REIT Merger, under our incentive plan, as amended, or our 2015 Incentive Plan, certain of our key executives received initial grants of 477,901 time-based restricted stock and 159,301 performance-based restricted units representing the right to receive shares of our Class T common stock upon vesting.

The time-based restricted stock vest in three equal annual installments on October 1, 2022, October 1, 2023 and October 1, 2024 (subject to continuous employment through

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

each vesting date).

The performance-based restricted stock will cliff vest in the first quarter of 2025 (subject to continuous employment through that vesting date) with the amount vesting depending on meeting certain key performance criteria as further described in the 2015 Incentive Plan.

Also in connection with the Merger, on October 4, 2021, certain of our key employees were granted 319,149 of restricted Class T common stock under our 2015 Incentive Plan, which will cliff vest on October 4, 2024 (subject to continuous employment through that vesting date).

Registration Rights Agreement

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;

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 of 1933, as amended, 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.

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.

In connection with the Merger, we assumed from GAHR III the Registration Rights Agreement and GAHR III’s obligations thereunder in their entirety.

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 March 31, 2022 and 2021, 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.

As of March 31, 2022 and 2021, there were 14,007,903 and 222 limited 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.

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.

What changed 10-Q

Item 1. Financial Statements